2. Exhibit - Original Agreement — Anaheim City Council, May 24, 2022 (part 2 of 2)

WELLS FARGO BANK , N.A.

COMMERCIAL ACCOUNT AUTHORIZATION & AGREEMENT (SIGNATURE CARD) (This document to be used when establishing a new account only.) (CoID)
I. ACCOUNT NUMBER(S) 1
2 3
II. ACCOUNT TITLE(S) 1
2 3
III. ACCOUNT TYPE (Check One Box Only)
Commercial Checking (Non Interest)
Other
Commercial Checking with Interest Commercial Money Market Account

IV. BUSINESS INFORMATION
Customer Name (“Accountholder”)

Business Location/Street Address City State Zip

Mailing Address City State Zip

Business Phone Alternate Phone Primary Contact Name
( ) - Ext. ( ) - Ext.

Type of Entity (Check One Box Only)
Business Public Funds Financial Institution
Corporation Business Trust City / Municipality Commercial Bank Corporation (Professional) Real Estate Investment Trust County Savings Bank Corporation (Nonprofit) Association State Credit Union Partnership (General) Other ( )

Federal (US Government)
Other

Partnership (Limited) Foreign Internal
Joint Venture Corporation Indian Tribal Entity WF & Co Sub Limited Liability Company Fin’l Institution WFB Subsidiary Business Organized under the Laws of (Jurisdiction) Annual Sales $

Date Business Established Number of Employees

Date Current Owner Since / Mgmt Started Accountholder or any entity for which account will be maintained (f/b/o) engaged in business of internet gambling? Yes No
Wells Fargo Banker to Complete
Business License #: Dated: Date of Last Banker Visit to Business Address:

Fictitious Name Statement Date Banker Name & Customer Contact/Visited V. TAX REPORTING & CERTIFICATION
Employer Identification Number (“EIN”):

CERTIFICATION: Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and You must check this box if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.

3. I am a U.S. Citizen or other U.S. person (For federal tax purposes, you are considered a U.S. person if you are; an individual who is a U.S. citizen or U.S. resident alien; a partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; an estate (other than a foreign estate); or a domestic trust.)

The Internal Revenue Service does not require your consent to any provision of this document o ther than the certifications required to avoid backup withholding.

X____________________________________
Signature Position / Title Date

FORWARD VIA GOLD BAG TO DOCUMENT MANAGEMENT OR MAC N9777 -133

Page 2 of 2 ends

*Notice to Nonresident Alien Individuals and Foreign Entities (e.g. foreign corporations, partnerships, trusts, etc.): Do not complete the above Substitute W-9. Instead complete the certification statement below.

On behalf of the Company named in this document, I certify that the Company understands and will promptly comply with the Form W -8 filing requirement with Wells Fargo Bank
A non-resident alien individual or non-resident foreign corporation (Form W-8BEN); , N.A, and as checked below that the Company is:

A foreign partnership (Form W-8IMY);
A foreign tax-exempt organization or government (Form W-8ECI or Form W-8EXP); Acting as an intermediary (Form W-8IMY);
Claiming exemption based on income effectively connected with the conduct of a trade or business within the United States (Form W-8ECI).

X___________________________________ _
Signature Position / Title Date

VI. AUTHORIZED SIGNERS
(Sign within Box)

Signature 1

Printed Name

Position / Title

Signature 2

Printed Name

Position / Title

Signature 3

Printed Name

Position / Title

Signature 4

Printed Name

Position / Title

Signature 5

Printed Name

Position / Title

Signature 6

Printed Name

Position / Title

VII. ACKNOWLEDGEMENT & AGREEMENT
On behalf of the Accountholder, I hereby certify, by my signature below, that each of the individuals designated in Section V I above as an “Authorized Signer” is authorized, acting alone, to (i) sign checks drawn on, and make cash withdrawals from, the Account, (ii) request stop payment orders for checks drawn on the Account, and (iii) initiate funds transfers by ACH, wire or other means out of the Account in accordance with the Accountholder’s contractual arrangements with Wells Fargo regarding these services.

Wells Fargo may obtain credit reports or other information about the Accountholder. Wells Fargo may disclose information about each account to its affiliates, to credit reporting agencies, and to other persons or agencies that, in Wells Fargo’s judgment, have a legitimate purpose for obtaining the information.

I acknowledge that the Accountholder has received a Commercial Account Agreement and agree that its terms and conditions, as amended from time to time, will govern the Account.

X____________________________________
Authorized Signature Position / Title Date

Printed Name:

BANK USE ONLY ACCOUNT NO(S):

Date Received Banker Name Banker Telephone Banker MAC
/ / 20 ( ) - -
AU RAU Officer Number RPM Family Name RPM Family Number

TM-2548 Funds Availability Policy Page 1 of 3
Revised 08-15-2011

The policy of Wells Fargo Bank, National Association (“Bank ” or “Wells Fargo ”), is to delay the availability of funds from Company’s check deposits to Company’s account (in this policy, each an “account”) in accordance with an availability schedule or schedules provided by Bank to Company contemporaneously with this policy or from time to time thereafter, subject, among other things, to the location of the deposit transaction or the manner in which the deposit is made. During the delay, Company may not withdraw the funds in cash and Bank will not use the funds to pay checks that Company has written and fees and expenses that Company has incurred.

1. Determining the day of receipt
The length of the delay is counted in busines s days from the day of Company’s deposit. Every day is a business day , except Saturdays, Sundays, and federal holidays. If Company makes a deposit before Bank’s established cutoff time on a business day that Bank is open, Bank will consider that day to be the day of Company’s deposit. However, if Company makes a deposit after the cutoff time or on a day Bank is not open, Bank will consider the deposit was made on the next business day Bank is open. Cutoff times may vary by location and are posted in each store and on each Bank ATM. The earliest cutoff time for a store or an ATM is 2:00 p.m. local time.

The length of the delay varies depending on the type of deposit and is explained below.

2. Same business day availability
The following deposits will be available on the business day Bank receives the deposit:
• Incoming wire transfers.
• Electronic direct deposits.
• Cash deposited at a teller window.
• Checks drawn on Bank.
• Cash deposited through an Envelope-Free(sm) Wells Fargo ATM. • The first $100 of a day’s first noncash deposit on a business day through an Envelope - Free Wells Fargo ATM.
• The first $100 of a day’s first deposit on a business day through a standard envelope accepting Wells Fargo ATM.

3. Next business day availability
Funds from the following depos its are available on the first business day after the day of Company’s deposit:
• U.S. Treasury checks that are payable to Company.
• Cashier’s check issued by Bank.
• Checks drawn on Company’s controlled disbursement account through one of Bank’s controlled disbursement endpoints.

If Company makes the deposit in person to one of Bank’s employees, funds from the following deposits are also available on the first business day after the day of Company’s deposit:
• State and local government checks that are payable t o Company if it uses a special deposit slip available from Bank upon request.

FUNDS AVAILABILITY POLICY

TM-2548 Funds Availability Policy Page 2 of 3
Revised 08-15-2011

• Cashier’s, certified, and teller’s checks that are payable to Company where Bank is not the issuer or drawee, if Company uses a special deposit slip available from Bank upon request.
• Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders, if these items are payable to Company.
• The first $200 of a day’s first deposit on a business day.

If Company does not make its deposit in person to one of Bank’s employees (for example, if Company mails the deposit), funds from these deposits will be available on the second business day after the day Bank receives Company’s deposit.

3. Other check deposits
All other check deposits are considered local checks. From Company’s deposit, the first $200 of the day’s first deposit on a business day will be available on the next business day . The remaining balance will be available on the second or third *

business day after the day of
Company’s deposit in accordance with the availability schedule or schedules discussed above.

4. Longer delays may apply
Funds Company deposits by check may be delayed for a longer period under the following circumstances:
• Bank believes a check Company deposits will not be paid. • Company deposits checks totaling more than $5,000 on any one day. • Company redeposits a check that has been returned unpaid. • Company has overdrawn its account repeatedly in the last six months. • There is an emergency, such as failure of computer or communications equipment.

Bank will notify Company if it delays Company’s ability to withdraw funds for any of these reasons, and Bank will tell Company when the funds will be available. The funds will generally be available no later than the seventh or eighth* business day after the day of your deposit.

Funds availability

5. Holds on other funds (check cashing)

If Bank cashes a check for Company that is drawn on another bank, it may withhold the availability of a corresponding amount of funds that are already in the account. Those funds will be available at the time funds from the check Bank cashes would have been available if Company had deposited it.

6. Holds on other funds (other account)
If Bank accepts a check for deposit that is drawn on another bank, it may make funds from the deposit available for withdrawal immediately but delay Company’s ability to withdraw a corresponding amount of funds that Company has on deposit in another account with Bank. The funds in the other account would then not be available until the time periods that are described in this policy.

* Bank may delay availability of funds by one additional business day for certain checks deposited at a Bank location in Alaska. This right applies only if the check is drawn on or payable at or through a paying bank not located in Alaska.

TM-2548 Funds Availability Policy Page 3 of 3
Revised 08-15-2011

7. Delays on other funds
Funds from any deposit (cash or checks) into accounts domiciled in Iowa and Nebraska made at eligible non-Bank ATMs in those same states will not be available until the third business day after the day of Company’s deposit. This rule does not apply at ATMs that Bank owns or operates. All ATMs that Bank owns or operate s are identified on Bank’s machines as “Wells Fargo” or “Wachovia a Wells Fargo Company.”

TM-1416 Commercial Depository Service Description Page 1 of 5 Revised 01/31/2010

COMMERCIAL DEPOSITORY SERVICE DESCRIPTION

1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A . (“Bank”) commercial depository services (each, a “Service”) . “Service Documentation” is d efined in Bank’s Master Agreement for Treasury Management Services (“Master Agreement”) . The Service Documentation includes the Acceptance of Services (“Acceptance”), and “Company” is the company identified in the Acceptance.

2. Description of Service. With the Service, Company may order currency and coin (collectively, “cash”) from Bank’s cash vault and Bank will make such cash available to an armored car service acting as Company’s agent (“Agent”) at Bank’s cash vault.

3. Cash Orders from Bank’s Cash Vault.

3.1. Cash Requests. Company may request in writing, telephonically by operator -assisted call or by touch tone/automated response, or electronically via transmission, facsimile, or Bank’s Commercial Electronic Office® (CEO®) portal (each a “Cash Request”) that Bank make available to Company’s Agent at Bank’s cash vault, in an amount designated in the Cash Request, shipments of cash (each a “Cash Shipment”) in bags or other containers (“Cash Bags”) . Bank is authorized to act upon any Cash Requ est Bank receives in accordance with this Service Description, and which Bank believes in good faith to have been made by an authorized representative of Company . Bank has no obligation whatsoever to verify, and will not be liable for its failure to verify or investigate, any Cash Request.

3.2. Making Cash Available to Company’s Agent . Bank is authorized to make Cash Shipments available to any person whom Bank in good faith believes to be Company’s Agent. Bank will have no further responsibility, and Company assumes all risk of loss, for cash made available to any such person . Bank will make Cash Shipments available only at the locations, on days, and during the hours published by Bank from time to time.

Bank reserves the right to suspend the Service at any time without notice.

3.3. Company’s Authorized Representatives . Company will promptly certify to Bank the identity of: (a) the person with whom Bank is authorized to communicate regarding authorization codes or other security procedures; (b) Co mpany’s Agent authorized to accept delivery of cash; and ( c) where applicable, the persons who are authorized users of the Service . Company will give prior written notice to Bank of any change in the person(s) or Agent so authorized by Company. Bank will be fully protected in relying on each such notification and on the obligation of Company to promptly notify Bank of any change in the person(s) or Agent so authorized by Company.

3.4. Security Procedures. For requests made in writing or by facsimile, operator-assisted telephone call or transmission, a Customer ID assigned by Bank is required . For CEO requests, a User ID assigned by Bank is required . For touch-tone/automatic response telephone requests, an Access Code is required which can be assigne d either by Bank or by Company. Operator limits may also be required . It is Company’s responsibility to put into place internal procedures that will minimize the risk of an unauthorized person gaining access to the Customer ID, User ID(s) and Access Code (s). Such internal TM-1416 Commercial Depository Service Description Page 2 of 5 Revised 01/31/2010
procedures include without limitation requiring users to maintain such number(s) and code(s) in strict confidence. Company will notify Bank immediately in the event a breach of security is suspected.

3.5. Debit of Account. On the Business Day that Bank makes available any Cash Shipment to Company’s Agent, Bank is authorized to debit Company’s designated account at Bank’s or Bank’s affiliate (“Designated Account”) for the aggregate amount of the shipment. Company will maintain colle cted balances in the Designated Account sufficient at all times to cover fully any debit . Bank has no obligation to release a requested Cash Shipment or any portion thereof to Company’s Agent unless there are sufficient collected funds in the Designated A ccount to fully cover the amount of the Shipment at the time the Shipment is to be made available to Company’s Agent . If Company fails to specify a Designated Account to Bank, Bank may debit any account which Company maintains with Bank for the amount of a requested Cash Shipment.

3.6. Packing Slip; Differences in Shipment Amount . Each Cash Shipment will be accompanied by a packing slip . The packing slip will disclose the aggregate amount of the Cash Shipment, the overall number of containers included in the Cash Shipment, and the number of containers delivered to Company’s Agent for transmittal to Company .

With respect to any Cash Shipment made available to Company’s Agent, Company will notify Bank immediately in writing of any difference between the amount specified on the packing slip for that Shipment and the amount, as counted by Company, of the Shipment. In the event that the difference cannot be resolved, Bank’s count of the amount of the disputed Shipment will be conclusive and binding on Company.

4. Delivery and Processing of Deposit Shipments at Bank’s Cash Vault . The following procedures will govern Company’s delivery of currency, coin, checks, other negotiable instruments or food coupons (each a “Deposit Shipment”) to Bank’s cash vault locations, and Bank’s processing of such Deposit Shipments:

4.1. Use of Agent to Deliver Shipments . Company will deliver Deposit Shipments in deposit bags or other containers (“Deposit Bags”) to one of Bank’s cash vaults via an armored car service acti ng as Company’s agent (“Agent”) . Company is responsible for making all arrangements with its Agent for delivery of Deposit Shipments . Bank may accept Deposit Shipments from any person Bank believes in good faith to be Company’s Agent. The delivery of a Deposit Bag to Bank or Bank’s receipt for it on a manifest will not be deemed proof of Bank’s receipt of the contents listed on the deposit slip contained in the Deposit Bag or Company’s records. Bank will have no responsibility for any Deposit Bag or its contents delivered to one of Bank’s cash vaults until the Deposit Bag is accepted by Bank in accordance with its procedures and the contents of the Deposit Bag are counted by Bank.

4.2. Delivery Procedures. In delivering a Deposit Shipment to Bank’s c ash vault, Company agrees to comply (and to cause its Agent to comply) with the following procedures:

Deliver Deposit Bags only at the locations, on the days, and during the hours published by Bank from time to time;

Properly endorse all checks and ot her negotiable instruments included in a Deposit Shipment;

Use only Bank-approved Deposit Bags that are properly secured;

TM-1416 Commercial Depository Service Description Page 3 of 5 Revised 01/31/2010
Specify the number of Deposit Bags belonging to Company which are included in the overall shipment delivered to Bank, as well as t he contents of each Deposit Bag, on a delivery manifest, a copy of which Company’s Agent will provide to Bank at the time of delivery;

Obtain the signature of Bank’s employee who accepts delivery on that portion of the delivery manifest which the Agent retains; and

Retain a copy of the receipt or other document covering each Deposit Bag delivered by Company to its Agent for at least one year from the date of delivery to Company’s Agent.

Company agrees that Deposit Bags will be used only for the deposi t of currency, coin, checks, other negotiable instruments or food coupons (collectively “items”), and will not be used in any unauthorized manner or for any unlawful purpose . As to any property other than items included in a Deposit Bag, Bank will not be deemed a bailee and will have no liability for any loss of or damage to such property which may occur.

4.3. Cut-off Time; Deposit to Designated Account . If a Deposit Shipment is received at one of Bank’s cash vaults on a Business Day before Bank’s publ ished “cut-off time” for that cash vault, the aggregate amount of the deposits in such Shipment will be credited on that Business Day to the account with Bank specified on the deposit slip for that Shipment (the “Depository Account”) . If a Deposit Shipmen t is received at a cash vault on a Business Day after Bank’s “cut -off time,” the aggregate amount of the deposits in that Shipment will be credited to the Depository Account on the next succeeding Business Day. Bank will not deposit any items received in any Deposit Shipment unless the account number of the Depository Account into which the deposit is to be made is specified on the deposit slip for that Shipment.

4.4. Processing of Deposit Shipments . Company authorizes Bank to open each Deposit Bag, count the contents, credit the amount of items to the Depository Account indicated on the deposit slip contained in the Deposit Bag and process any food coupons, all in accordance with Bank’s customary procedures . All deposits are subject to verification, and Bank’s count of the items will be conclusively deemed to be correct and complete for all purposes . No relationship of debtor and creditor will arise between Bank and Company until the count has been completed and the deposit credited to the Depository Account. Company acknowledges that it has had an opportunity to have Bank’s applicable count and verification procedures explained to its representative and agrees that the same will be deemed commercially reasonable . Company understands that no photocopying or microfilming of items will be performed at any cash vault location.

4.5. Adjustment Procedures . If the aggregate amount of the items in any Deposit Shipment, as counted by Bank, is less than that reported on the deposit slip covering that Shipment, Bank will debit the Depository Account specified on the deposit slip by such difference and report the difference to Company. If that Depository Account has an insufficient collected and available balance to cover the debit, Bank will debit any of Company’s other accounts with Bank for the difference, and Company agrees to promptly reimburse Bank for the difference (or any portion thereof) for which there are insufficient available balances in Company’s accounts with Bank . If the aggregate amount of the items in any Deposit Shipment, as counted by Bank, is more than that reported on the deposit slip covering the Shipment, Bank will credit the Depository Account specified on the deposit slip for the difference and notify Company of the difference.

TM-1416 Commercial Depository Service Description Page 4 of 5 Revised 01/31/2010

5. Delivery and Processing of Deposit Shipments at Bank’s Night Depository Locations .

The following procedures will govern Company’s delivery of currency, coin, checks, other negotiable instruments or food coupons (each a “Night Deposit”) to Bank’s night d epository locations, and Bank’s processing of Night Deposits.

5.1. Night Depository Locations; Issuance of Keys . Company may make Night Deposits to its deposit account(s) with Bank by placing the items to be deposited into disposable bags furnished by Bank (each a “Night Bag”) and then placing the Night Bags in the night depository receptacle (“Night Depository”) at one of Bank’s branches/stores (each a “Store”) listed on Bank’s Night Depository Set-up Form. Each office of Company listed on the Night D epository Set-up Form will receive one key to the Night Depository at a designated Store. Company will designate in writing to Bank the individuals to receive the key for each of its offices; Bank may require such individuals to sign a receipt for the keys they receive.

5.2. Contents of Night Bags; Deposit of Night Bags . Company agrees that Night Bags will be used only for the deposit of currency, coin, food coupons, checks or negotiable instruments properly endorsed by Company (collectively “items”), and will not be used in any unauthorized manner or for any unlawful purpose . As to any property other than items included in a Night Bag, Bank will not be deemed a bailee and will have no liability for any loss of or damage to such property which may occu r. Each Night Bag must contain one or more deposit slips listing all the items contained in that Bag and their total dollar amount, and identifying the deposit account of Company into which the dollar amount of the deposit is to be credited (the “Designated Account”). After each Night Bag is placed in a Night Depository, the Night Depository must be securely locked . At the time each Night Bag is placed in a Night Depository the Bag must be securely closed and placed completely in the Night Depository.

5.3. Processing of Night Deposits . Bank may open each Night Bag and remove its contents without Company or any of its representatives being present . The contents of each Night Bag will be processed in accordance with Bank’s standard procedures, and if placed in a Night Depository before Bank’s established “cut -off time” on any Business Day, those items acceptable for deposit will be deposited into the Designated Account as of the close of business on that same Business Day . The cut-off time for deposits made through the night depository may be different from that for deposits made at the teller line. Night Deposits placed in a Night Depository after Bank’s established “cut -off time” will be credited to the Designated Account on the next succeeding Busin ess Day.

Company understands and agrees that the contents of a Night Bag will not be credited to the Designated Account, nor will the relationship between Company and Bank be that of a debtor to a creditor with respect to any item in a Bag, until Bank has accepted the item for deposit into the Designated Account after counting all the items in the Bag and calculating the total dollar amount of all such items.

5.4. Counting and Adjustment Procedures . If Company’s records regarding the total dollar amount of the items in any Night Bag differ from Bank’s calculation of the total dollar amount of the items in the Bag, Company has the burden of proving that its records show the correct amount in the Bag or Bank’s total will be accepted as final . If there is a difference between Bank’s total and Company’s total for the amount of items in a Night Bag (as Company’s total is shown on the deposit slip or slips in the Bag), Bank will send Company a statement indicating the amount of the difference. In the event that the difference cannot be resolved, Bank’s count of the dollar amount will be conclusive and binding on Company.

TM-1416 Commercial Depository Service Description Page 5 of 5 Revised 01/31/2010

5.5. Claims of Lost or Stolen Items . Company will have the burden of proving the amount of any item which it claims was lost or stolen w hile it was at a designated Store and that disappearance of the item occurred while it was at the designated Store . Company agrees to notify Bank immediately if Company determines that any Night Bag or any item in a Night Bag has been lost or stolen while at one of Bank’s Stores . Company agrees that it will have total responsibility for each Night Bag and its contents until the Bag has dropped completely into a Night Depository.

6. Special Instructions . Company may submit to Bank in writing any specia l handling instructions it may have in connection with cash orders or deposits of items at Bank’s cash vault or night depository locations . Bank may at its option accept or reject the instructions and so notify Company. Even if accepted, Bank may stop co mplying with the instructions upon prior notice to Company if, in Bank’s opinion, continued compliance would increase Bank’s costs or risks, interfere with its established or revised procedures, or diminish the efficiency of Bank’s operations. Any loss at tributable to increased risk resulting from a special handling procedure will be borne solely by Company.

7. Survival. Sections 3.6, 4.4., 4.5., 5.4., 5.5., and 7 will survive termination of the Service.

TM-2163 Wells Fargo Returned Item Services Service Description page 1 of 3 Revised 01/31/2010

WELLS FARGO RETURNED ITEM SERVICES

SERVICE DESCRIPTION

1. Introduction. This Returned Item Services Service Description (“Service Description”) and the other Service Documentation as defined in the Master Agreement for Treasury Management Services betw een Wells Fargo Bank, N.A. (“Bank”), and the company identified in the Acceptance of Services (”Company”) between Bank and Company govern Bank’s Returned Item Services (each, a “Service”).

2. Description of Bank’s Returned Items Services. Bank’s Return ed Item Services enable Company to have Bank (a) act as Company’s returned Item processor with respect to Items payable to Company that are presented to Bank or another financial institution for payment and returned to Bank unpaid (each, a “Returned Item”) in accordance with Company’s Special Instructions to Bank for Returned Items (“Special Instructions”) and (b) originate debits, and report and process credits received, for Company’s returned check fee (“Returned Item Service Fee Recovery”). Company shall communicate its Special Instructions regarding Company’s Returned Items to Bank, and Bank shall communicate to Company regarding the Services, using the media, format and communication channel(s) to which Company and Bank agree.

3. Conditions to Provi sion of Bank’s Service. As conditions to Bank’s provision of the Services, Company shall at all times (a) maintain Company’s demand deposit account(s) at Bank (each, an “Account”) in good standing; (b) subscribe to Bank’s Commercial Electronic Office® (“CEO®”) Service; and (c) comply with all Rules Applicable to Bank’s Returned Item Services as set forth in this Service Description.

4. Rules Applicable to Bank’s Returned Item Services. Bank will provide its Services to Company in accordance with

4.1. the Service Documentation including without limitation the User Guide that Bank makes available to Company at www.wellsfargo.com; and

4.2. State and federal laws and regulations and clearinghouse rules applica ble to a Returned Item which may include Federal Reserve Board Regulation CC Subpart C relating to the collection of checks (“Reg CC”), Federal Reserve Board Regulation E (“Reg E”) and, in the case of Bank’s Returned Item Service Fee Recovery Service when Bank originates an ACH entry on Company’s behalf, the National Automated Clearinghouse Association Operating Rules, as supplemented by any applicable operating rules of any automated clearing house of which Bank is a member (together, the “NACHA Rules”), a ll as amended from time to time.

5. Special Instructions. Bank will process Company’s Returned Items in accordance with Company’s Special Instructions, unless Bank determines in Bank’s sole discretion that doing so with respect to a Returned Item would prevent Bank from effectively providing Bank’s Service to Company.

6. Bank’s Right to Chargeback Returned Items. Bank may chargeback a Returned Item to any account Company owns in whole or in part at Bank or any affiliate of Bank without TM-2163 Wells Fargo Returned Item Services Service Description page 2 of 3 Revised 01/31/2010

regard to whether the returned Item was initially deposited to Company’s Account or to an account at another financial institution.

7. Returned Item Service Fee Recovery. Bank determines the state whose laws establish the maximum returned check fee that Company may assess a customer who issues a Returned Item to Company based on information about Company’s retail locations that Company provides to Bank when Company subscribes to this Service and upon any subsequent changes in Company’s retail locations. If Company fails to provide information to Bank regarding a location in a timely fashion, Bank will assess the lowest maximum fee permitted in the states for which Company has provided location information.

8. ACH Entries.

8.1. Payment Obligations; Settlement; Returned Debit Entries. In the case of Services for which Bank originates ACH debit entries on Company’s behalf, each credit to Company’s Account will be made on the applicable settlement date.

Bank may charge Company’s Account for any debit, correcting or reversing entry which is later returned to Bank. Company authorizes Bank upon prior oral or written notice to Company to place a hold on an equal amount of funds in Company’s Account or to take any other action Bank deems appropriate to ensure Bank receives payment for any debit, correcting or reversing entry which is later returned to Bank.

8.2 Reimbursement. Company will reimburse Bank for any loss or expense Bank incurs, including reasonable attorney's fees and legal expenses, as the result of (a) a breach of any warranty Bank makes under the NACHA Rules in connection with providing the Services to Company, (b) a breach of any representation or warranty that Company makes in this Service Description, or (c) an action Company asks Bank to take in c onnection with Bank’s providing the Services to Company. Company authorizes Bank to recover any such amount by debit to any account Company owns in whole or in part at Bank or any affiliate of Bank.

9. Company’s Representations and Warranties. Company represents and warrants Banking that:

9.1. The information about Company’s retail locations that Company provides to Bank in accordance with Section 7 of this Service Description is accurate.

9.2. Company has received and shall maintain current copies of the Rules Applicable to Services including without limitation Reg CC, Reg E and the NACHA Rules and is in compliance therewith.

10. Company’s Agreement to Indemnify Bank. Company shall indemnify, defend, and save harmless Bank, its parent company , and its affiliates and each of their respective directors, officers, employees, and agents (collectively in this Paragraph 10, “Indemnified Persons”) from and against all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expe nses (including reasonable fees and disbursements of legal counsel and accountants) (collectively, "Losses and Liabilities") awarded against or incurred or suffered by Indemnified Persons arising directly or indirectly from or related to the following :

TM-2163 Wells Fargo Returned Item Services Service Description page 3 of 3 Revised 01/31/2010

10.1. Any negligent or intentional act or omission by Company in the performance of its obligations under this Service Description and the other Service Documentation including without limitation Company’s obligation to provide Bank with information about Company’s locations.

10.2. Any material breach in a representation, warranty, covenant, or obligation of Company contained in this Service Description and the other Service Documentation;

10.3. The violation of any applicable law, statute, or regulatio n or of the Rules Applicable to Bank’s Returned Items Services including without limitation Reg CC, Reg E and the NACHA Rules in the performance of Company’s obligations under this Service Description and the other Service Documentation; and

10.4. A breac h of any warranty Bank makes under the NACHA Rules in connection with Bank’s Services under this Service Description, any failure by Bank to assess the correct Returned Item Service fee based and any delay in the return of any Returned Item.

11. Bank’s Assessment of Services. Company agrees Bank may at any time or times modify this Addendum with prior notice to Company, and the Addendum as modified shall supersede this Addendum and be binding upon Company.

12. Survival. Sections 6, 7, 8, 9, and 1 0 of this Service Description will survive termination of the Service.

TM-1864 Wells Fargo Remote Deposit Capture Service Description Page 1 of 4 Revised 03-16-2011

WELLS FARGO REMOTE DEPOSIT CAPTURE

SERVICE DESCRIPTION
(Wells Fargo Electronic Depositsm, Desktop Deposit®,
Remote Deposit Capture)

1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. (“Bank”) Remote Deposit Capture services (each, a “Service”). “Service Documentation” is defined in Bank’s Master Agreement for Treasury Management Services (“Master Agreement”). The Service Documentation includes the Acceptance of Services (“Acceptance”) between Company and Bank, and “Company” is identified in the Acceptance.

2. Description of Service. The Service enables Company to create electronic images of certain Paper Items and transmit those images and other information including without limitation MICR data in an electronic file (“Electronic File”) to Bank for review and processing for credit to Company’s deposit account at Bank (“Account”) in accordance with this Service Description. “Paper Item” is defined in Bank’s Commercial Account Agreement, and an “Electronic Item” is the electronic image of the front and back of each Paper Item and other information captured from the Paper Item (and will be deemed to be an “item” for purposes of the Uniform Commercial Code). For each Electronic Item Bank determines is eligible for processing (see section 4), Bank will:

2.1. create a substitute check as defined in Bank’s Commercial Account Agreement that Bank will present directly or indirectly to the bank (a) on which the original Paper Item to which the Electronic Item relates is drawn, or (b) at or through which the Paper Item is payable (each, the “Paying Bank”);

2.2. include the Electronic Item in an electronic file for presentment directly or indirectly to the Paying Bank; or

2.3. post any Electronic Item for which Bank is the Paying Bank.

3. Creating Electronic Items and Transmitting Company’s Electronic File to Bank. To create Electronic Items and transmit Company’s Electronic File to Bank, Company will use either (a) Bank provided software and Bank provided, certified or approved hardware, or (b) Company’s software and hardware or third party provided software and hardware, provided each generates Electronic Items and Electronic Files that meet Bank’s then current standards and specifications. Any third party processor Company uses to prepare and/or transmit Company’s Electronic File is Company’s agent, and Company will be responsible for ensuring its agent complies with Company’s responsibilities under this Service Description. In particular, each Electronic File Company’s agent transmits to Bank will include only Electronic Items payable or endorsed to Company, unless Bank consents in writing to permit Company’s agent to include Electronic Items payable to multiple customers of Bank.

TM-1864 Wells Fargo Remote Deposit Capture Service Description Page 2 of 4 Revised 03-16-2011

4. Processing Company’s Electronic File. Bank will rev iew each Electronic Item and process the Electronic Items Bank determines are eligible for processing on the Business Day Company transmits Company’s Electronic File to Bank, if Bank receives Company’s Electronic File before the processing deadline Bank se parately discloses to Company (“Cut -Off Time”) on that Business Day and on the next Business Day if Company transmits Company’s Electronic File to Bank after Bank’s Cut -Off Time. “Business Day” is defined in Bank’s Commercial Account Agreement.

5. Exception Items. Each Business Day on which Bank processes Company’s Electronic File, Bank may, without liability to Company, reject Electronic Items Bank determines are ineligible for the Service (each, an “Exception Item”). “Exception Item” includes without limitation an Electronic Item that (a) is illegible or contains MICR data that is not machine- readable, (b) was previously processed as an Electronic Item, or (c) is drawn on a bank located outside the United States and is not payable at or through a bank located within the United States. Bank will notify Company of each Exception Item through Bank’s Commercial Electronic Office® service or other communication channel at Bank’s discretion. Company will deposit an Exception Item to Company’s Account only by depositing the original Paper Item to which the Exception Item relates or as otherwise agreed by Bank and Company. Even if Bank does not identify an Exception Item when Bank processes the Electronic File that includes the Exception Item, the substitute check or purported substitute check Bank creates from the Electronic Item may be returned to Bank because, among other reasons, the Paying Bank determines it is illegible or missing an image. Bank’s failure to identify an Exception Item will not limit Company’s obligations to Bank under section 9.

6. Deposits to Company’s Account. Bank will be deemed to have accepted each Electronic Item for deposit to Company’s Account (other than any Exception Item)) (a) on the Business Day Bank processes the Electr onic Item (b) at the Bank office where Company’s Account is maintained. Funds from these Electronic Items will be made available in accordance with Bank’s Funds Availability Policy applicable to Company’s Account deemed to be collected in accordance with Bank’s Electronic Deposit Collected Funds Schedule which Bank will provide to Company upon request and may amend from time to time.

7. Third-Party Senders. This section contains additional terms applicable when Company uses the Service to create and pr ocess Electronic Items on behalf of its customers. Prior to creating an Electronic Item on behalf of its customer, Company will (a) provide Bank with the information Bank requires to enable Bank to understand the nature of the customer’s business including without limitation its name, Taxpayer Identification Number, business activity and geographic location; (b) if expressly required by Bank, obtain Bank’s written approval to use the Service for that customer, which approval Bank may withdraw upon written notice to Company; and (c) enter into a written agreement with that customer in which the customer (i) agrees to grant Bank ongoing access to audit its processes and activities relating to remote deposit capture and (ii) acknowledges Bank may at any time refuse to process Electronic Items for that customer.

8. Company’s Representations and Warranties. Company represents and warrants to Bank Company will:

8.1. use the Service only for Paper Items payable to or endorsed for deposit by Company;

8.2. transmit to Bank only Electronic Items suitable for processing including without limitation legible Electronic Items containing machine-readable MICR data;

TM-1864 Wells Fargo Remote Deposit Capture Service Description Page 3 of 4 Revised 03-16-2011

8.3. not transmit to Bank any Electronic Item that duplicates an Electronic Item previously transmitted to Bank or that did not originate as a Paper Item;

8.4. maintain control over and sole responsibility for secure retention and destruction of each original Paper Item for which Company has created an Electronic Item (including the security and integrity of nonpublic personal information appearing on the original Paper Item throughout the transmission flow and while in storage) and properly secure all hardware Company uses in connection with the Service at all times;

8.5. not transmit to Bank, deposit to Company’s Account, or otherwise negotiate any original Paper Item with respect to which Company has transmitted an Electronic Item to Bank, unless Bank has notified Company that the Electronic Item is an Exception Item; and

8.6. If Company uses an agent to create Electronic Items and/or transmit Company’s Electronic File to Bank, Company will ensure its agent includes in each Electronic File Bank Electronic Items payable only to Company, unless Bank consents in writing to permit the agent to include Electronic Items payable to multiple customers of Bank.

8.7. If Company uses the Service to create and process Electronic Items on behalf of its customers, Company (a) has conducted due diligence with respect to each customer and determined that each such customer is engaged in a legitimate business and that the size and frequency of the customer’s deposits are normal and expected for the customer’s type of business; and (b) will, in accordance with reasonable commercial standards, monitor each customer’s business and deposits on an ongoing basis and notify Bank immediately if Company identifies any unusual activity by any customer of Company.

9. Company’s Agreement to Indemnify Bank. Company will indemnify, defend, and save harmless Bank, its parent company, and its affiliat es and each of their respective directors, officers, employees, and agents (collectively in this section 9, “Indemnitees”) from and against all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered (collectively, "Losses and Liabilities") by Indemnitees arising directly or indirectly from or related to:

9.1. Any negligent or intentional act or omission by Company in the performance of its obligations under this Service Description including without limitation failing to maintain control over and sole responsibility for secure retention and destruction of each original Paper Item for which Company has creat ed an Electronic Item (including the security and integrity of nonpublic personal information appearing on the original Paper Item throughout the transmission flow and while in storage), in which event Losses and Liabilities will include without limitation consequential damages;

9.2. Any material breach in a representation, warranty, covenant, or obligation of Company contained in this Service Description;

9.3. Bank acting as a "reconverting bank" under the Check Clearing for the 21st Century Act through the creation of “substitute checks” or purported substitute checks using an Electronic Item, an Exception Item or an Electronic File, in which event Losses and Liabilities will include without limitation consequential damages; and

9.4. Bank presenting an Electronic Item to the Paying Bank for payment.

TM-1864 Wells Fargo Remote Deposit Capture Service Description Page 4 of 4 Revised 03-16-2011

10. Termination. In addition to its rights to discontinue providing Services under the Master Agreement, Bank may discontinue providing the Service to Company immediately upon notice if Bank determines in its sole discretion that Company has breached any of Company’s obligations under sections 8 or 9 of this Service Description.

11. Bank’s Authority Under FIL- 4-2009. In FIL -4-2009, Risk Management of Remote Deposit Capture (“RDC”) Guidelines, the FFIEC sets forth guidelines for agreements with RDC customers. In accordance with these guidelines, Bank has the authority upon reasonable prior notice to (a) mandate specific internal controls at Company’s locations, (b) periodically audit or require audit s of Company’s RDC operations including Company’s IT infrastructure at Company’s expense, and (c) request additional information about Company.

12. Survival. Sections 8 and 9 of this Service Description will survive termination of the Service.

RECEIVABLES MANAGER

SERVICE DESCRIPTION

1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. (“Bank”) Receivables Manager services (each, a “Service”). “Service Documentation” is defined in Bank’s Master Agreement for Treasury Management Services (“Master Agreement”). The Service Documentation includes the Acceptance of Services (“Acceptance”), and “Company” is the company identified in the Acceptance.

2. Description of Service. The Service enables Company to receive consolidated electronic files and/or human readable documents containing information (each, a “File”) regarding credits and/or debits to the deposit accounts at Bank that Company enrolls in the Service (each, an “Account”) and associated remittance information. The User Guide details (a) the types of payments for which Bank provides the Service, (b) the options Bank offers for formatting Files, (c) the se cure transmission platforms Bank offers to deliver Files to Company, (d) the schedule Bank follows in providing the Service, and (e) Bank’s Service level goals.

3. Re-association Service. If Company enrolls in Bank’s Re-association Service, Bank will accept a File containing remittance information from a trading partner of Company and attempt to re-associate payments the trading partner makes separately by ACH or wire transfer, provided the trading partner (a) sends the remittance information to Bank in advance of the payment and (b) includes an originating company ID and a transaction reference number with both the remittance information and the associated payment.

4. Company’s Receipt of Files; Acknowledgments. Bank will not monitor Files transmitted to Company through the Service including without limitation any acknowledgment Company’s system may generate upon its receipt of a File. If Company does not receive a File when it expects to, Company will notify Bank. If Company requests Bank resend a File within fourteen days after Bank initially transmits the File to Company, Bank will attempt to honor such request but will have no liability for not doing so.

5. Incorrect, Incorrectly Formatted Information. Bank is not responsible for the accuracy of and will not verify remittance information it receives from Company’s trading partners and provides to Company through the Service.

TM-1427- Receivables Manager Service Description Page1 of 1 Revised 04-05-2010
© 2010 Wells Fargo Bank, N.A. All rights reserved.

TM –2383 E -Box Service Description Page 1 of 1 Revised 04-28-2010

E-BOX® SERVICE DESCRIPTION

1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. (“Bank”) E -Box service (“Service”). “Service Documentation” is defined in Bank’s Master Agreement for Trea sury Management Services (“Master Agreement”). The Service Documentation includes the Acceptance of Services (“Acceptance”), and “Company” is the company identified in the Acceptance.

2. Description of Service. Bank (a) receives electronic information (“ Remittance Information”) about payments Company’s customers make to Company through online bill payment services and other payment channels described in Bank’s Reference Guide for the Service (each, a “Payment”); (b) processes Payments for credit to Compa ny’s account at Bank (“Account”); and (c) provides information reporting on Payments to Company through Bank’s separate Receivables Manager Service ("Remittance File"). The specific processing services Bank will provide to Company are detailed in the Stat ement of Work to which Company and Bank agree separately (“SOW”). Each Business Day, Bank credits Company’s Account for Funded Payments (see section 3) via a consolidated Automated Clearing House (“ACH”) credit entry (“File”). Bank originates each File i n accordance with the National Automated Clearing House Association Operating Rules and any applicable local ACH rules (collectively, the “ACH Rules”).

In order to enroll in the Service, Company will also enroll in Bank’s Receivables Manager Service.

3. Funded Payments. A “Funded Payment” is a payment for which Bank receives Remittance Information and the funds relating to the Payment. Bank will process Payments for which Bank has received Remittance Information but not funding (each, an “Unfunded Paymen t”) in accordance with the SOW.

COMMERCIAL ELECTRONIC OFFICE® (“CEO”®)

SERVICE DESCRIPTION

1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. (“Bank”) Commercial Electronic Office Service (“CEO”). “Service Documentation” is defined in Bank’s Master Agreement for Treasury Management Services (“Master Agreement”). The Service Documentat ion includes the Acceptance of Services (“Acceptance”), and “Company” is the company identified in the Acceptance.

2. Description of Service. The CEO is Bank’s electronic banking portal that is accessed via the Internet. Authorized Representatives (see section 3) may use the CEO to access (a) Bank Services in which Company has seperately enrolled (each, an “Accessed Service”) and (b) third-party sites Bank may make available through the CEO. Bank offers different channels through which Company may access the CEO that may include without limitation personal computers and mobile devices. Bank may add or eliminate channels at any time. A Bank Service or third party site accessible through one channel may not be accessible through another channel. The Service Documentation includes the Service Description for each Accessed Service. In the event of a conflict between the Service Description for the Accessed Service and this Service Description, the Serv ice Description for the Accessed Service will contol.

3. Access to the CEO. When Company enrolls in the CEO and as Bank may determine is necessary after enrollment, Bank will (in accordance with section 4) provide one or more secure means of accessing the Services (each, a “Log-On Credential”) to the persons who are authorized to access the CEO on Company’s behalf (each an, “Authorized Representative”).

Log-On Credentials may include without limitation Company and user IDs, passwords, token IDs and other means of providing secure access to the CEO Service that Bank adopts after the date Company begins using the CEO and may be changed by Bank at any time. Bank will have no obligation to Company to authenticate separately any communication Bank receives in Company’s name through the CEO, whether or not an Authorized Representative actually issued the communication. Bank may, at Bank’s sole option, contact Company with respect to any communication Bank receives in Company’s name, but Bank’s election to contact Company with respect to one or more communication will not obligate Bank to contact Company with respect to any subsequent communication Bank receives in Company’s name.

4. Administration of the CEO.

4.1. General. Bank offers two options for administering the CEO: (a) self-administration and (b) Bank administration.

4.2. Self-Administration. If Company enrolls in Bank’s self-administration option, there are three categories of Authorized Representatives: Company Administrator, Administrator or User. Bank provides Bank’s then-cu rrent Log-On Credentials only to Company’s initial Company Administrator(s) who will (a ) assign Bank’s Log-On Credentials to other individuals and (b) designate each such individual as (i) a Company Administrator, who may perform all functions of Company’s initial Company Administrator; (ii) an Administrator, who may perform all the functions of an Administrator including without limitation designating other Administrator(s) and User(s); or (iii) a User, who may access those Services as designated by a Company Administrator or an Administrator and TM-1426 Commercial Electronic Office (“CEO”) Service Description Page 1 of 3 Revised 01/31/2010
those in which Bank permits a User to self-enroll. Each Company Administrator and Administrator has the authority to enroll Company in additional Services. Company will promptly revoke the Log-On Credentials of any Authorized Representative when that individual is no longer an Authorized Representative.

4.3. Bank Administration. If Company does not enroll in Bank’s self-administration option, there is one category of Authorized Representatives: Users. Bank will assign Bank’s then-current Log-On credentials to each User Company designates. Each User Company designates will remain authorized until Bank has a reasonable time to act after receiving Company’s notification that the User is no longer so authorized.

5. Restricting or Terminating Access to the CEO. Bank will not be obligated to permit any Authorized Representative to use any Service through the CEO if Bank determines such use is (a) not in accordance with any term applicable to the CEO, (b) not permitted by any state or federal law or regulation, (c) not authorized by Company or any third person whose authorization Bank believes is necessary for such use, or (d) should be denied for Company’s or Bank’s protection (without Bank’s agreeing to, or being required to, make this determination in any circumstance).

6. Financial Information. Financial market data, quotes, news, research, and other financial information developed by third parties and trans mitted to Bank (collectively, "Financial Information") may be available to Company at the CEO. The posting of any Financial Information or any other information or data at the CEO will not be a recommendation by Bank of any particular Service or transaction. Bank does not guarantee the accuracy or completeness, (a) of any Financial Information, (b) is not responsible for the actions or omissions of the third parties developing or transmitting Financial Information or (c) for any decision made or action taken by Company in reliance on any Financial Information.

7. CEO Workstation Service. This section contains additional terms applicable to Bank’s CEO Workstation Service. The CEO Workstation enables Company to view and use for global cash positioning, forecasting and trending data that (a) Bank automatically populates from Company’s deposit account(s) at Bank and other financial institutions Company directs to provide data to Bank and (b) Company manually populates. Bank will not verify the accuracy of information from other financial institutions, customer-populated data or forecasting information. Forecasting information is not a guarantee of actual performance. If Company uses the Workstation to convert funds in an account to a currency other than the currency in which the account is denominated, the rate used through the Workstation may differ from the rate actually used when the funds are converted on a given Business Day.

8. Company’s Representations and Warranties. Company represents and warrants to Bank:

8.1. Company’s governing body has duly autho rized each Authorized Representative, regardless of whether Company enrolls in Bank’s self-administration option, Bank Administration or whether the individual is designated to act as Company Administrator, Administrator or User; and

8.2. Company will preserve the confidentiality of the Log-On Credentials and immediately notify Bank if Company becomes aware or suspects that any Log-On Credential may have been compromised.

TM-1426 Commercial Electronic Office (“CEO”) Service Description Page 2 of 3 Revised 01/31/2010

9. Company’s Agreement to Indemnify Bank. Company will indemnify and hold Bank, its parent company, and its affiliates and each of their respective directors, officers, employees, and agents harmless from and against all losses, damages, claims, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered by any of t hem arising directly or indirectly from or related to any material breach in a representation, warranty, covenant, or obligation of Company contained in this Service Description.

10. Survival. Sections 3, 4, 5, 6, 7, 8 and 9 will survive termination of the Service.

TM-1426 Commercial Electronic Office (“CEO”) Service Description Page 3 of 3 Revised 01/31/2010
© 2010 Wells Fargo Bank, N.A. All rights reserved.

INFORMATION REPORTING SERVICE DESCRIPTION

1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. (“Bank”) Information Reporting services (each, a “Service”). “Service Documentation” is defined in Bank’s Master Agreement for Treasury Management Services (“Master Agreement”). The Service Documentat ion includes the Acceptance of Services (“Acceptance”), and “Company” is the company identified in the Acceptance.

2. Description of Services. The Services enable Company to view and or receive files containing data and/or images (each, a “File”) regarding specified transactions on each deposit account at Bank that Company enrolls in the Service (each, an “Account”). The means used to transmit Files to Company include without limitation BAI File Transfer, Bank’s Commercial Electronic Office
® (“CEO”®), and CD-ROM. Depending on the Service Company elects, the transactions may include checks or other instruments (each, an “Item”) (a) posted to Company’s Account; (b) cashed or collected by Bank or accepted for deposit to Company’s Account; and (c) returned unpaid to Company’s Account. “Item” is defined in Bank’s Commercial Account Agreement.

3. Information From Company’s Accounts at Other Financial Institutions. If the Service Company elects permits Company to have in formation from deposit accounts Company maintains at other financial institutions import ed to Bank and included in a report Bank provides to Company in connection with the Service, Bank will not verify the accuracy or completeness of the information.

4. Software Sublicense. If a software sublicense is required for Company to access the Service (“Software Sublicense”), Bank will make the terms of the Software Sublicense available to Company as part of the set up process for the Service. Company will be required to accept the Software Sublicense before being allowed to access the Service. Bank may terminate any Service requiring use of a Software Sublicense immediately on written notice to Company, if Company fails to comply with the Software Sublicense. Company’s obligations under this section 4 will survive the termination of Service.

TM-1431- Information Reporting Service Description Page 1 of 1 Revised 01/31/2010
© 2010 Wells Fargo Bank, N.A. All rights reserved.

STOPS—IMAGES—SEARCH {“SIS”) SERVICE DESCRIPTION

This Service Description contains provisions which, in addition to the provisions contained in the Master Agreement for Treasury Management Services between Bank and Company (the “Agreement”), will govern the Stops—Images--Search {“SIS”} Service (the “Service”).

1. The Service . Company may, using a computer or a computer and browser acceptable to Bank, request stop pay ment orders on checks drawn on Company’s deposit account(s) or Company’s account(s) with another financial institution maintained in connection with the Controlled Disbursement Service (a “Controlled Disbursement Account”) and, where applicable, request photocopies of checks that have cleared Company’s deposit account(s) or Controlled Disbursement Account(s).

2. Stop Payments.

2.1 Requirements. Bank may pay a check against Company’s deposit account(s) whenever it is presented and wit hout regard to its date. If Company does not want Bank to pay a check, it must place a stop payment order which is valid for the period specified when Company opened its deposit account and must be received within sufficient time for Bank to act.

2.2 Limitations. A stop payment order will be ineffe ctive with respect to (a) a check deposited to an account at a Wells Fargo Bank if it cannot be charged back without creating an overdraft in that account, and (b) a check that was cashed by any Wells Fargo Bank. Company author izes Bank to accept telephone stop payment orders from any person who Bank in good faith believes is acting on Company’s behalf. In Texas, Company must confirm an oral stop payment order in writing.

3. Survival. The provisions of this Service Descr iption designated as Sections 2 and 3 will survive termination of the Service.

TM-1434 Stops-Images-Search (SIS) Service Description-Revised4/20/06 page 1 of 1

WELLSIMAGE® CD SERVICE DESCRIPTION

1. Introduction. This Service Description and the othe r Service Documentation as defined in the Master Agreement for Treasury Management Services (“Master Agreement”) between Wells Fargo Bank, N.A. (“Bank”), and the company identified in the signature block of the Acceptance of Services (“Company”) between Bank and Company govern Bank’s WellsImage CD Service (the “Service”).

2. Description of the Service. The Service enables Company to receive a WellsImage CD-ROM (“CD-ROM”) containing (a) an index of each Paper Item that has been paid against each Company checking account at Bank that is enro lled in the Service (each, an “Account”) for the specified CD-ROM cycle; and (b) images of the front and back of each paid Paper Item. After the end of each CD-ROM cycle, CD-ROMs will be sent to Company at the address(es) designated by Company. CD-ROMs may be viewed using the We llsImage Viewer™ Software (the "Software") which will be provided pursuant to Section 7 below. “Paper Item” is defined in Bank’s Commercial Account Agreement.

3. Condition to Provision of the Service. As conditions to Bank’s provision of the Service, Company will (a) at all times maintain the A ccount(s) in good standing, and, (b) agree to the terms of the Software Sublicense (see Section 7).

4. Rules Applicable to the Service. Bank will provide the Service to Company in accordance with (a) the Service Documentation including, without limitation, the WellsImage Viewer User Guide(s) that Bank makes available to Company; and (b) state and federal laws and regulations, including the National Automated Clearing House Association Rules (“NACHA Rules”) applying to Paper Item conversion.

5. Paper Item Conversion. The NACHA Rules allow for the conversion of certain Paper Items into ACH items. Images of Paper Items converted pursuant to the NACHA Rules may not be available through the Service.

6. Images and Replacement CD-ROMs . If a Paper Item on a CD-ROM index is not imaged on the CD-ROM (and the image is available), Bank will, upon request and without charge, send an image copy of the front and back of the Paper Item. However, each Paper Item will be indexed and the data contained on the Paper Item will be provided on the CD-ROM whether or not an image of the Paper Item is available. In addition, Bank will, at Company’s request, recreate a CD- ROM, but only for a period of sixty (60) days after the CD-ROM is first created.

7. Software Sublicense. Company must use the Software in accordance with the terms of a non- exclusive, non-assignable sublicense (“Softw are Sublicense”) from Bank. The Software Sublicense will be presented to Company during installation and Company will be required to accept it before being allowed to use the Software. This Section will surviv e termination of this Service.

8. Termination. In addition to the termination provisions of the Master Agreement, the Service may also be terminated by Bank immediately on written notice to Company if Company fails to comply with its obligations under the Software Sublicense.

WellsImage CD Service Description (TM – 1437) page 1 of 1 Revised 04-20-2007

IMAGE FILE IMPORT SERVICE DESCRIPTION

1. Introduction. This Service Description and the other Service Documentation as defined in the Master Agreement for Treasury Management Services (“Master Agreement”) between Wells Fargo Bank, N.A. (“Bank”), and the company identified in the signature block of the Acceptance of Services (“Company”) between Bank and Company govern Bank’s Image File Import Service (the “Service”).

2. Description of the Service. The Service enables Company to receive files containing images of and data regarding (each, a “File”) specified transactions on each account at Bank that Company enrolls in the Service (each, an “Account”). The transactions include checks or other instruments (each, an “Item”) (a) posted to Company’s Account; (b) cashed or collected by Bank or accepted for deposit to Company’s Account (each, a “Deposited Item”); and (c) returned unpaid to Company’s Account (each, a “Returned Deposited Item”). The data Bank provides will include an index and images of each Item, Deposited Item and Returned Deposited Item together with, in the case of Deposited Items, images of coupons and other information that are received and processed by Bank along with the Deposited Item. Company may retrieve Files through the delivery channels Bank makes available.

3. Conditions to Provision of the Service. As conditions to Bank’s provision of the Service, Company will (a) at all times maintain the Account(s) in good standing; (b) subscribe to the applicable Treasury Management Services for which images and data are provided through the Service; and (c) agree to the terms of the software sublicense (see Section 6) if Company has elected to use the WellsImage
® Viewer Software (the “Software”) to view certain Items or Deposited Items.

4. Rules Applicable to the Service. Bank will provide the Service to Company in accordance with (a) the Service Documentation; and (b) state and federal laws and regulations, including the National Automated Clearing House Association Rules (“NACHA Rules”) applicable to Paper Item conversion.

5. Paper Item Conversion. NACHA Rules allow for the conversion of certain Items into ACH items. Images of posted Items that have been converted pursuant to the NACHA Rules may not be available through the Service.

6. Software Sublicense. Company will use the Software in accordance with the terms of a non- exclusive, non-assignable sublicense (“Software Sublicense”) from Bank. The Software Sublicense will be presented to Company during installation, and Company will be required to accept it before being allowed to use the Software. This Section will survive termination of this Service.

7. Termination. In addition to the termination provisions of the Master Agreement, the Service may also be terminated by Bank immediately on wr itten notice to Company, if Company fails to comply with its obligations under the Software Sublicense.

TM-1945 Image File Import Service Description Page 1 of 1 Revised 07/21/2009
© 2009 Wells Fargo Bank, N.A. All rights reserved.

TM-1423 ACH Origination Services Page 1 of 6 Revised 06-08-2011

ACH ORIGINATION SERVICE DESCRIPTION

1. Introduction. This Service Description is part of the Service Documentation governing Wells Fargo Bank, N. A. (“Bank”) ACH Origination service (“Service”). “Service Documentation” is defined in Bank’s Master Agreement for Treasury Management Services (“Master Agreement”).

The Service Documentation includes the Acceptance of Services (“Acceptance”), and “Company” is identified in the Acceptance.

2. Description of Services. The Service enables Company to origi nate automated clearing house (“ACH”) credit and debit entries in accordance with the National Automated Clearing House Association Operating Rules and any applicable local ACH rules (collectively, the “ACH Rules”). Company will maintain one or more depos it account(s) at Bank or Bank’s affiliate (each, an “Account”), that Bank may use to process such Entries. An “Entry” is an ACH debit or credit entry issued in Company’s name, and a “File” is the data file or batch release used to transmit one or more Ent ries to Bank. Section 5 of this Service Description describes (a) the means Bank offers to Company for transmitting Files to Bank (each, an “Initiation Method”) and (b) the means Bank will use to verify Company’s authorization of a File or a communication amending or canceling an Entry or File ( each, a “Security Procedure”). When Bank acts with respect to an Entry as both the originating depository financial institution (“ODFI”) and receiving depository financial institution (“RDFI”), as ODFI and RDFI are defined by the ACH Rules, the Entry is an “on-us Entry.”

3. Preparation of Entries and Files; Processing Schedules. Company will prepare each File in accordance with the ACH Rules and the guidelines Bank separately makes available to Company. Bank wi ll process each File in accordance with Bank’s then current processing schedule and any instructions regarding the date an Entry is to be settled that Company furnishes with the Entry provided (a) Bank receives the File by Bank’s applicable cutoff time on a Business Day and (b) the ACH is open for business. Files will be deemed received by Bank when the transmission of the File to Bank is completed and authenticated in compliance with the Security Procedure. If Bank receives a File after Bank’s applicable cutoff time or on a day when the ACH is not open for business, the File will be treated as having been received prior to Bank’s applicable cutoff time on the next Business Day on which the ACH is open for business.

A “Busiiness Day” is every day except Saturday, Sunday and federal holidays.

4. Inconsistency of Name and Number. If an Entry describes a “ Receiver” (as defined in the ACH Rules), both by name and identifying number, the RDFI may pay the Entry on the basis of the identifying number, even if the number identifies a person different from the named Receiver. If an Entry describes the RDFI both by name and identifying number, Bank, a gateway operator or another financial institution handling the Entry may rely on the identifying number to identify the RDFI, even if the identifying number refers to an institution other than the named RDFI.

5. Initiation Methods and Security Procedures. This section lists the Initiation Methods and describes the Security Procedures Bank offers for ACH originat ion. Company’s elections regarding Initiation Methods and Security Procedures are set forth in the Acceptance.

5.1. Commercial Electronic Office® (CEO®) Initiation Method.

CEO is Bank’s electronic banking portal that is accessed via the Internet. Authorized users may access Bank's CEO Internet ACH Service through the portal. CEO security procedures include log-on credentials specified by Bank (that may include a Company ID, TM-1423 ACH Origination Services Page 2 of 6 Revised 06-08-2011
user ID and password) and any other authentication or authorization process Bank requires from time to time. Bank will use the CEO security procedures to authenticate each File received through CEO in Company’s name.

5.2. Direct Origination Initiation Method.

Secure Application File Exchange Trans mission (“SAFE -T”). This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2) that Bank uses to authenticate each File transmitted to Bank in Company’s name.

IBM® - Sterling Connect:Direct® with Secure Plus+. Secure Plus+ is an add -on to Connect:Direct® to enhance security by means of Secure Socket Layer (“SSL”) or Transport Layer Security (“TLS”). Connect:Direct ® is a registered trademark of Sterling Commerce, Inc., an IBM Company.

5.3. Payment Manager® Initiation Method.

Secure Application File Exchange Transmission (“SAFE -T”). This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2) that Bank uses to authenticate each File transmitted to Bank in Company’s name.

Machine-to-Machine (“M2M”). This transmission method uses an XML message interface that is based on the Interactive Financial eXchange (IFX) message standard using SOAP structured messages. Data is communicated via the Internet using 128- bit encryption and Secure Socket Layers (SSL). Bank uses digital certificates to authenticate each File transmitted to Bank in Company’s name.

Value-Added Network (“VAN”). With this transmission method, a third party serves as an intermediary for transmitting data between Company and Bank . Procedures for transmitting Files may vary by VAN. Bank follows the procedures of the VAN selected by Company to authenticate each Fil e transmitted to Bank through the VAN in Company’s name.

5.4. SWIFT® Initiation Method.

SWIFT has established procedures for controlling access to SWIFT messaging services (each, an “Access Control”) that may include without limitation access codes , message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages including without limitation Files based on SWIFT message type prior to accepting them for routing as SWIFT messages (each, an “Authenticated Message”). This authentication may include confirming that the sender and recipient of the message have exchanged bilateral keys (“BKE”), entered into a relationship management application (“RMA”) agreement, or taken other steps to secure the transmission of SWIFT messages between them as SWIFT requires from time to time (each, an “Authentication Procedure”).

TM-1423 ACH Origination Services Page 3 of 6 Revised 06-08-2011

5.5. Security Procedure Elected by Company’s Third Party Service Provider.

Company is utilizing a Third Party Service Provider (“TPSP”) as defined in the ACH Rules to originate Entries and Files on Company’s behalf. Bank will authenticate e ach File transmitted to Bank in Company’s name in accordance with the security procedure the Company’s TPSP has elected. Company will notify Bank of any change to Company’s TPSP in a manner affording Bank a reasonable opportunity to act on the information.

5.6. Non-Standard Security Procedure.

If Company has refused to utilize any of the security procedures desc ribed above, then the Security Procedure Company will use is described on Attachment B to the Acceptance.

6. Company’s Payment Obligations. As of the applicable settlement date, Company will maintain available funds in each Account sufficient to cover the credit Entries originated against it. Company’s obligation to pay Bank for each credit Entry matures when Bank transmits the credit Entry to the ACH or gateway operator or posts an on- us Entry. Bank is authorized to debit the Account for the total amount of all credit Entries originated from it at any time. If requested by Bank, Company will pay to Bank, in immediately available funds, an amount equal to all credit Entries Company originates through Bank before the date Bank delivers the credit Entries to the ACH or gateway operator or posts an on- us Entry. If Company fails to comply with Bank’s request, Bank may refuse to send the Entries to the ACH or gateway operator or post an on-us Entry. Bank may take such other actions as it deems necessary or appropriate to ensure Bank receives payment for Company’s credit Entries including without limitation (a) upon notice to Company, placing a hold on funds in any account at Bank or any affiliate of Bank that Company owns in whole or in part sufficient to cover Company’s credit Entries and (b) setting off against any amount Bank or an affiliate of Bank owes Company. In addition, Bank may charge the Account or any other Company account at Bank or any affiliate of Bank for any debit, correcting or reversing Entry which is later returned to Bank.

7. Provisional Credit. A credit to Company’s Account for an Entry is provisional until Bank receives final settlement for the Entry. If Bank does not receive final settlement, Bank is entitled to debit Company’s Account or any other accounts Company owns in whole or in part at Bank or any affiliate of Bank for the amount of the Entry. Company will pay any shortfall remaining after such debit to Bank immediately upon demand.

8. Rejected Entries. Bank may reject an Entry or File if Company fails to comply with the terms of this Service Description. Bank will attempt to notify Company promptly so Company may cure the defect but will have no liability to Company for rejecting an Entry or File or any loss resulti ng from Bank’s failure to provide notice. If Company requests Bank repair an Entry or File and Bank attempts to do so, Bank will not be liable if it is unable to make the requested repair.

Company will pay all charges and expenses Bank incurs in connecti on with any repair or attempted repair.

9. Cancellation, Amendment, Reversal. Company has no right to cancel, amend or reverse an Entry or File after its receipt by Bank. If Company requests Bank cancel, amend or reverse an Entry or File, Bank may, at its sole discretion, attempt to honor such request but will have no liability for its failure to do so. Company will reimburse Bank for any expenses, losses or damages Bank incurs in effecting or attempting to effect Company’s request.

10. Returned Entries. Bank will have no obligation to re- transmit a returned Entry or File to the ACH or gateway operator, or to take any further action with respect to a returned on- us Entry, if Bank complied with the terms of this Service Description with respect to t he original Entry or TM-1423 ACH Origination Services Page 4 of 6 Revised 06-08-2011
File. Company will reimburse Bank for any returned debit Entries on the same day Company receives notice of such returned Entry.

11. Reconstruction of Entries and Files. Company will retain sufficient records to permit it to reconstruct each Entry and File it delivers to Bank for a period of five (5) Business Days after the applicable settlement date and will submit the reconstructed Entry or File to Bank upon request.

12. Audit. Company grants Bank ongoing access to Company’s Files and the right to audit periodically such Files and Company’s ACH processes and controls so Bank can verify Company’s compliance with this Service Description.

13. Bank’s Internal Risk Parameters. Bank establishes internal risk parameters to identify out-of- pattern or suspect Entries or Files and protect Company and Bank from potential losses. These parameters may include without limitation limits on debit and credit settlements on a single Business Day and/or over multiple consecutive Business Days. Bank may pend or delete an Entry or File exceeding the applicable parameters. In addition, any transaction TYPE (debit or credit) or SEC (standard entry class) as defined in the ACH Rules may, at Bank’s option, be conditioned upon Bank’s prior approv al. Upon notice to Company, Bank may discontinue processing a TYPE and/or SEC of transactions Bank has previously processed for Company.

14. International Entries.

14.1. General. This section contains additional terms applicable when the financial institution holding the account designated to receive an Entry is in a jurisdiction (“Receiving Country”) other than the United States (each, an “International Entry”). Bank will process each International Entry in accordance with (a) the laws and payment system rules of the Receiving Country (b) any agreement governing International Entries between Bank and the gateway operator through which Bank processes the International Entry, the terms of which Bank communicates to Company prior to Company’s use of the Service or from time to time thereafter, and (c) the ACH Rules. If there is a conflict among these three clauses, they will govern in the order set forth in this subsection.

14.2. Credit Entries. With respect to credit Entries Bank agrees to originate in the currency of a designated foreign government or intergovernmental organization (“Foreign Currency”), Bank will convert the amount to be transferred from U.S. dollars (“USD”) to the Foreign Currency at Bank’s sell rate for exchange in effect on the Business Day the Entry is transmitted by Bank to the ACH or gateway operator. If the financial institution designated to receive the funds does not pay the Receiver specified in the Entry, or if the Entry is subsequently determined to be erroneous, Bank will not be liable for a sum in excess of the amount of the original Entry after it has been converted from the Foreign Currency to USD at Bank’s buy rate for exchange at the time the Entry is returned to Bank.

14.3. Debit Entries. With respect to debit Entries Bank agrees to originate in a Foreign Currency, Bank will convert the amount of each Entry from the Foreign Currency to U.S.

Dollars at Bank’s buy rate for exchange in effect on the settlement date of the Entry. If the financial institution designated to receive the Entry subsequently returns it, Bank may charge the applicable Account (or any other accounts Company owns in whole or in part at Bank or any affiliate of Bank) for the amount equal to the value of the returned Entry, after Bank has c onverted the Foreign Currency to USD at Bank’s sell rate for exchange at the time the Entry is returned to Bank. Bank will not be liable for a sum in excess of the original amount of the Entry after conversion.

TM-1423 ACH Origination Services Page 5 of 6 Revised 06-08-2011

14.4. Acts or Omissions of Third Parties. Bank will not be liable for any failure or delay by a gateway operator, any intermediary financial institution, or the financial institution designated to receive the Entry in the Receiving Country in processing or failing to process any Entry Bank transmits to the Receiving Country, or for acts or omissions by a third party including without limitation the delay or failure of any third party to process, credit or debit any Entry.

15. Third-Party Sender Activities. This section contains additional te rms applicable when Company is a Third-Party Sender, as defined by the ACH Rules.

15.1. General. Prior to originating any Entry on behalf of a customer of Company, Company will (a) notify Bank in writing of any other financial institution Company is using to originate transactions as a Third- Party Sender and thereafter notify Bank before Company adds any new financial institution for this purpose; (b) provide Bank with the information Bank requires to enable it to understand the nature of Company’s customer’s business including without limitation the name, Taxpayer Identification Number, business activity and geographic location of Company’s customer; (c) if specifically required by Bank, obtain Bank’s written approval to initiate or continue to initiate Entri es for that customer, which approval Bank may rescind upon written notice to Company; and (d) enter into a written agreement with that customer whereby that customer agrees:

15.1.1. to assume the responsibilities of an originator under the ACH Rules and to be bound by the ACH Rules as in effect from time to time;

15.1.2. ACH entries may not be initiated in violation of the laws or regulations of the United States including without limitation the regulations issued by the Office of Foreign Assets Control;

15.1.3. to grant Bank ongoing access to audit it and any ACH entry that it has transmitted to Company for transmission to Bank; and

15.1.4. Bank may at any time refuse to process an ACH entry for that customer.

15.2. Representations and Warranties . Company represents and warrants to Bank Company (a) has conducted due diligence with respect to each customer of Company for which Company is originating transactions through Bank and determined that each such customer is engaged in a legitimate business and that the type, size and frequency of transactions that each such customer is originating is normal and expected for the customer’s type of business; and (b) will, in accordance with reasonable commercial standards, monitor each customer’s business and transactions on an ongoing basis and notify Bank promptly if Company identifies any unusual activity by Company’s customer.

16. Perfect NOC Service. This section contains additional terms applicable to Bank’s Perfect NOC Service. Bank maintains a database of Notifications of Change (each, a “NOC”) that Bank receives and uses this database to update Company’s Entries in accordance with the Service options Company selects from time to time. Bank will notify Company of each NOC Bank receives in connection with Company’s Entries.

17. Smart Decision Service. This section contains additional terms applicable to Bank’s Smart Decision Service. Bank will process for credit to the Account specified by Company checks and other instruments payable to Company (each, an “Item”) that Company delivers to Bank.

Company will use the depository channels through which Bank offers the Service including electronic channels and other channels specified by Bank through which Bank accepts Items for TM-1423 ACH Origination Services Page 6 of 6 Revised 06-08-2011
processing. When Com pany uses electronic depository channels, Company transmits an “Electronic File” to Bank that includes electronic images of Items (each, an “Electronic Image”) and other information regarding Items in the Electronic File. Each Business Day, Bank processes Company’s Electronic File and other Items according to the processing criteria Bank has on file for Company, the issuer of an Electronic Image or Item, and Bank (each, respectively, a “Company Preference,” an “Issuer Preference,” or a “Bank Preference.”) Based on these Preferences, Bank will (a) convert each eligible Electronic Image and Item to an ACH debit Entry on the deposit account on which it was drawn; (b) process remaining Electronic Images in accordance with Bank’s separate Service Documentation governing the electronic depository channel Company used to deliver the Electronic Image to Bank; or (c) process remaining Items in accordance with Bank ’s Commercial Account Agreement. If a Company Preference or an Issuer Preference conflicts with a Bank Preference, Bank will follow the Bank Preference.

18. Warranties.

18.1. General. Company acknowledges Bank makes certain warranties under the ACH Rules with respect to each Entry. Company will reimburse Bank for any loss Bank incurs, including Bank’s reasonable attorneys’ fees and legal expenses, as the result of a breach of a warranty made by Bank in connection with any Entry Bank originates upon the instructions received from Company, except to the extent that the loss resulted from Bank’s own gross negligence or intentional misconduct.

18.2. Smart Decision Service. If Company subscribes to Bank’s Smart Decision Service, Company warrants Company (a) will transmit to Bank only Electronic Images that are suitable for processing, including, but not limited to, Electronic Images that are legible and contain machine- readable MICR data; (b) will not deposit to the Account or otherwise negotiate any original Paper Item from which Company has previously created and submitted to Bank an Electronic Image, unless Bank has notified Company the Electronic Image is not legible or contains MICR data that is not machine readable; and (c) has received copies of the then -current ACH Rules and Reg E and will comply with both at all times Bank provides the Service.

19. Indemnification. Company acknowledges Bank indemnifies certain persons under the ACH Rules. Company agrees to reimburse Bank for any loss Bank incurs, including its reasonable attorneys’ fees and legal expenses, as the result of the enforcement of any such indemnity, except to the extent the loss resulted solely from Bank’s own gross negligence or intentional misconduct. In addition, Company will indemnify Bank from and against all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered by Bank arising directly or indirectly from or related to any material breach in a representation, warranty, covenant, or oblig ation of Company contained in this Service Description.

20. Termination. In addition to the termination provisions contained in the Master Agreement, Bank may terminate the Services immediately upon notice to Company if Bank determines in its sole disc retion: (a) the number of returned debit Entries originated under this Service Description is excessive; or (b) Company has breached a warranty provided under the ACH Rules or this Service Description or otherwise failed to comply with the ACH Rules.

21. Survival. Sections 3, 4, and 6-19 will survive termination of the Services.

TM-1414- Target Balance Account Service Description Page 1 of 1 Revised 01/31/2010

TARGET BALANCE ACCOUNT SERVICE DESCRIPTION

1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A . (“Bank”) Payment Authorization Service (“Service”) . “Service Documentation” is defined in Bank’s Master Agreement for Treasury Management Services (“Master Agreement”) . The Service Documentation includes the Acceptance of Services (“Acceptance”), and “Company” is the company identified in the Acceptance.

2. Description of Service . If Company maintains multiple accounts at Bank, Company may designate in writing one such account as its "Principal Account" and one or more additional accounts as "Target Balance Accounts" . For each Target Balance Account, Company will separately specify to Ban k in writing the Ledger Balance or Collected Balance which Company wishes to maintain in such account (the "Target Balance") . At the end of each Business Day, Bank will determine the applicable balance on deposit in each Target Balance Account . If the ap plicable balance in a Target Balance Account exceeds its Target Balance, Bank will transfer from the Target Balance Account to the Principal Account such funds as are necessary to bring the applicable balance to the Target Balance . If the applicable balan ce is less than the Target Balance, Bank will transfer from the Principal Account to the Target Balance Account such funds as are necessary to bring the applicable balance to the Target Balance. Bank may, but will not be required to, transfer funds if the transfer would create an overdraft or exceed the Collected Balance then on deposit in the Principal Account.

TM-1520 WellsTAX Service Description 1 of 4 Revised 01/31/2010

WellsTAX
®

SERVICE DESCRIPTION

1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. (“Bank”) WellsTAX Service (“Service”). “Service Documentation” is defined in Bank’s Master Agreement for Treasury Management Services (“Master Agreement”).

The Service Documentation includes the Acceptance of Services (“Acceptance”), and “Company” is the company identified in the Acceptance.

2. Description of Service. With the Service, Company may tra nsfer funds (each, a “Transfer”) from its deposit account(s) with Bank (each, an “Account”) to pay its federal payroll taxes to the Internal Revenue Service (“IRS”) and to pay certain other federal, state or other taxes listed from time to time in the WellsTAX User Guide.

3. Means for initiating Transfers. Bank will originate Transfers from Company’s Account(s) (each, a “Credit Entry”) to third parties (each a, “Receiver”) account using the automated clearing house (“ACH”) system or book transfer, as appro priate. All Transfers will be made in accordance with the terms of this Service Description and, where applicable, the Operating Rules of the National Automated Clearing House Association (“NACHA Rules”).

4. Procedures for Initiating Transfers. Company m ay initiate Transfers using Bank’s Commercial Electronic Office ® (“CEO”®) service, a touch -tone telephone or a PC on which the WellsTAX Windows -based software (“Software”) has been installed. In order to initiate a Transfer, Company must use an access code and personal identification number (“PIN”).

5. Security Procedures.

5.1. Company will manage and control the access to the Service by means of its access code and PIN.

5.2. Company assumes the entire responsibility at all times for the supervision, management, control and confidentiality of its access code and PIN and the fraudulent or unauthorized use of its access code or PIN. Company understands failure to protect its access code and PIN may allow an unauthorized person or entity to access the Servic e. Company agrees to develop and put in place internal procedures to limit this risk, including, without limitation, (a) changing the PIN at least once every 90 days, (b) changing the PIN each time an employee who had access to the PIN leaves Company or i s reassigned, and (c) keeping the access code and PIN under secure conditions. Company also agrees to notify Bank immediately if it knows or suspects that the confidentiality of its access code of PIN has been breached.

5.3. Company agrees that all per sons or entities employed by Company to prepare, process or transmit Company’s Credit Entries to Bank will be deemed Company agents and will be subject to the same requirements as Company under this Service Description, including, among other things, compliance with the Security Procedures and the NACHA Rules.

6. Accuracy of Data. Company will provide to Bank the data and information necessary to enable Bank to inform the government agency or entity to be paid of the payment of the tax within the time peri od required by any rule or regulation governing the payment. Company authorizes Bank to rely on the accuracy of such data and information furnished by it.

TM-1520 WellsTAX Service Description 2 of 4 Revised 01/31/2010

7. Transfer Deadline. Any Transfer initiated on any Business Day (a day on which Bank is open to provide the Service, other than Saturdays, Sundays or federal holidays) after the cutoff hour Bank establishes, or any time on a non -Business Day, will be deemed initiated on the following Business Day. Transfers must be initiated by the applicable deadline (“Transfer Initiation Deadline”) as follows: Transfers to a taxing authority must be initiated at least one Business Day prior to the date payment is due to the taxing authority.

8. Authorized Reporting Agent. In performing the Service, Bank is acting as Company’s authorized reporting agent. If Company is a taxpayer mandated by federal law to make FTD payments and submit FTD information through the EFT system, Bank will make Company payments as FTD payments and submit Company payment information through the EFT system, regardless of Company’s designation to the contrary.

9. Acceptance of Transfer Requests.

9.1. The Security Procedures describe the steps to be taken to attempt to prevent unauthorized Credit Entries. Company agrees to be bound by any Cr edit Entry authorized or transmitted by Company or made in Company’s name and accepted by Bank in good faith and in compliance with the Security Procedures, even if not properly authorized by Company. If Bank takes any actions beyond those described in th e Security Procedures in an attempt to detect an unauthorized Credit Entry or to detect errors in the transmission or content of a Credit Entry, Company agrees that no matter how many times Bank takes these actions (a) they will not become part of the Secu rity Procedures; and (b) Bank will not be liable in any situation for failing to take or correctly perform these actions. Without limiting Bank’s general right to reject entries or files under the NACHA Rules, Bank may reject any entry or file which does not comply with the requirements in this Service Description, the NACHA Rules or the Security Procedures, or with respect to which payment is not made in accordance with this Section 9. A request for a Transfer may not be accepted by Bank or the making of a requested Transfer may be delayed if the Transfer would exceed the available funds in the Account on Transfer Initiation Deadline, cause Bank to violate any applicable laws or regulations, or cause Bank to exceed any limitation on intra -day net funds po sition established in accordance with Federal Reserve or other regulatory guidelines or violate any other Federal Reserve or other regulatory risk control program. If Bank does not accept a request for a Transfer or must delay making a requested Transfer, Bank will attempt to notify Company by telephone.

9.2. Company agrees to pay Bank, in immediately available funds, an amount equal to the full amount of the requested Transfer. Each such payment must be received by Bank on the date of initiation, whic h must be on or before the Transfer Initiation Deadline.

Company expressly authorizes Bank to debit the Account for the total amount of such Transfer on the date of initiation.

9.3. If Bank rejects a Credit Entry Company has requested, Bank will endeav or to notify Company promptly on or before its scheduled Settlement Date, but Bank will have no liability to Company for any such rejection or for any loss resulting from Bank’s failure to provide such notice.

9.4. Bank may process Company’s Credit Entries either directly or through any mechanism it selects. Company represents and warrants with respect to each Credit Entry that Bank originates for Company that on its Effective Entry Date, on the date it is originated, and on the dates Bank debits the Ac count for the Credit Entry, (a) each Receiver has authorized the crediting of its account, and (b) each Credit Entry is in all other respects TM-1520 WellsTAX Service Description 3 of 4 Revised 01/31/2010
properly authorized. Company agrees to indemnify Bank for any losses, liabilities, costs or expenses Bank suffers or incurs as a result of any breach of these representations and warranties.

9.5. Bank will determine the funds transfer system or other third party communications systems and the means by which each Credit Entry will be originated.

9.6. Any instruction attempting to restrict Bank’s acceptance of Company’s Credit Entries or to reverse or delete any Credit Entry must be made in accordance with this Service Description and where applicable, the NACHA Rules. At Company’s request, Bank will make reasona ble efforts to reverse or delete a Credit Entry, but Bank will have no responsibility for the failure of any other person or entity to comply with Company’s request.

10. No Verification of Transfer Requests. Bank is under no obligation whatsoever at any ti me to verify any Transfer request, and will have no liability for failing to investigate or verify any Transfer request.

11. Confirmations. Bank will confirm each Transfer by an entry on Company’s account statement that Company will receive at regular inte rvals (or on any bank information reporting service that Bank provides Company). Company must immediately inform Bank of any Transfer that is incorrect or not authorized by Company.

12. Debits to Accounts for Transfers. Company hereby authorizes Bank to debit the Account for all Transfers made by Bank from such Account. Company agrees to maintain in each Account at all times good and sufficient funds to cover all Transfers out of such Account. If sufficient good funds are not maintained in an Account to cover fully a Transfer out of such Account, Bank will have no obligation to perform the Service for Company or to make any Transfer out of such Account for Company even if Company has instructed Bank to do so.

13. Amendments and Cancellations of Transfer Re quests. After Bank has made a Transfer, it cannot be canceled, amended or reversed.

14. Attempts to Restrict Acceptance of Transfer Requests. Instructions attempting to restrict Bank’s acceptance of Company’s requests for Transfers out of an Account may only be made in a writing, sent by telecopy or mail or personal delivery, which is signed by at least one of the persons authorized on the account documentation for such Account to withdraw funds by check from the Account or by a person authorized in Compan y’s Board of Director’s resolutions to enter into funds transfer arrangements with banks or into this Service Description. Such instructions will only be effective with respect to requests for Transfers made on the first Business Day after Bank receives such instructions.

15. Records, Information and Audits. Company agrees to determine promptly the accuracy of all records and information regarding the Service or any Transfer delivered by Bank to Company and to notify Bank immediately of any errors in such records or information. Nothing in this Service Description will relieve Company from (a) any responsibility imposed by law, regulation or contract with regard to the maintenance of records, or (b) any responsibility to perform audits and account reviews customarily conducted by persons or entities whose businesses are similar to Company’s business.

16. Responsibility for Paying Taxes. Any interruption in the Service for any reason beyond Bank’s control will not relieve Company of any obligation to pay any tax to the IRS, or any other government agency or entity owed the tax, and Bank will have no liability to Company for any failure by Company in such circumstances to pay any tax.

TM-1520 WellsTAX Service Description 4 of 4 Revised 01/31/2010

17. Changes to Information. Except as provided otherwise in this Agreement, the information on any Set -Up Form can only be changed by delivering a new Set -Up Form to Bank. Each completed Set-Up Form must be sent to Bank.

18. Software. Bank hereby grants Company a non -exclusive and non -assignable sub-license to use the Software fo r the purpose of initiating Credit Entries. The Software is the original, confidential, valuable and proprietary product of govONE Solutions, LP which has licensed the Software to Bank with the right to sub -license to Company. Company has only the right to use the Software consistent herewith and with the other Service Documentation.

19. Maintenance. Company will, at Company’s own cost and expense, obtain, install and, at all times during Company’s utilization of the Service, maintain in good working orde r all hardware and equipment necessary for the Service. Company will implant on a regular basis and not less than weekly, backup measures to the Service, including, among other things, if Company is originating Credit Entries through Company’s PC, copying onto diskette each week’s current data base files. In the event of any failure of hardware or software, Company will deliver to Bank all data necessary to perform Bank’s obligations in connection with this Service.

20. Survival. Sections 8.4. and 9 will survive termination of the Service.

TM-1440 Wire Transfer Services Service Description Page 1 of 4 Revised 11-03-2011

WIRE TRANSFER SERVICE DESCRIPTION

1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. (“Bank”) wire transfer service (“Service”). “Service Documentation” is defined in Bank’s Master Agreement for Treasury Management Services (“Master Agreement”).

The Service Documentation includes the Acceptance of Services (“Acceptance”), and “Company” is the company identified in the Acceptance.

2. Description of the Service. The Service enables Company to instruct Bank to transfer funds in accordance with Article 4A of the Uniform Commercial Code as amended from time to time (“UCC 4A”) and the rules and regulations of any funds transfer system Bank uses to effect the transfer. In this Service Descript ion, an instruction to Bank (including any communication cancelling or amending an instruction) in Company’s name to transfer funds from Company’s account at Bank or Bank’s affiliate (each, an “Account”) is a “Payment Order” (as defined in UCC4A). Section 5 of this Service Description describes (a) the means Bank offers to Company for transmitting Payment Orders to Bank (each, an “Initiation Method”) and (b) the means Bank will use to verify Company’s authorization of a Payment Order or a communication amending or canceling a Payment Order (each, a “Security Procedure”).

3. Preparation of Payment Orders; Processing Schedules. Company will prepare each Payment Order in accordance with guidelines Bank separately makes available from time to time. Bank will execute each Payment Order in accordance with Bank’s then current processing schedule and any instructions Company furnishes with the Payment Order regarding the date a Payment Order is to be executed. A Payment Order will be deemed received by Bank when Bank has verified it in compliance with the Security Procedure. If Bank receives a Payment Order after Bank’s applicable cutoff time on any Business Day, Bank will treat the Payment Order as having been received prior to Bank’s applicable cutoff time on Bank’s next Business Day. A “Business Day” is every day except Saturday, Sunday, and federal holidays.

4. Inconsistency of Name and Number. If a Payment Order describes the person to receive the funds that are the subject of the Payment Orders both by name and identifying number, Bank may execute the Payment Order on the basis of the identifying number, even if the number identifies a person different from the named person. If a Payment Order describes a financial institution both by name and identification number, the identification number may be relied upon to identify the financial institution, even if the identification number refers to a financial institution other than the named financial institution.

5. Initiation Methods and Security Procedures. This section lists the Initiation Methods and Security Procedures Bank offers for wire transfers . Company’s elections regarding Initiation Methods and Security Procedures is/are set forth in the Acceptance.

5.1. Voice Initiation Method.

Bank's voice initiation security procedure consists of confirming the personal identification number ("PIN") accompanying a Payment Order corresponds with a valid PIN assigned to Company for voice-initiated Payment Orders.

TM-1440 Wire Transfer Services Service Description Page 2 of 4 Revised 11-03-2011

5.1.1. Telephone Verification Service. If Bank receives a voice -initiated, non-repetitive Payment Order that exceeds the applicable pre-designated limit, Bank will make one attempt to telephone person(s) designated by Company on the most current setup form for Company in Bank’s records to verify the Payment Order. If Bank is unable to complete the call, Bank will not process the Payment Order.

5.2. Commercial Electronic Office® (CEO®) Initiation Method.

CEO is Bank’s electronic banking portal that is accessed via the Internet. Authorized users may access Bank's CEO Internet Wire Transfer Service through the portal. CEO security procedures include log-on credentials specified by Bank (that may include a Company ID, user ID and password) and any other authentication or authorization process Bank requires from time to time. Bank will use the CEO security procedures to authenticate each Payment Order received through CEO in Company’s name.

5.3. Direct Origination Initiation Method.

Secure Application F ile Exchange Transmission (“SAFE -T”). This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https) FTP over SSL (FTP/S), secure FTP (S -FTP), and Applicability Statement 2 (AS2) that Bank uses to authenticate each Payment Order transmitted to Bank in Company’s name.

5.4. Payment Manager® Initiation Method.

Secure Application File Exchange Transmission (“SAFE -T”). This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2) that Bank uses to authenticate each Payment Orde r transmitted to Bank in Company’s name.

Machine-to-Machine (“M2M”). This transmission method uses an XML message interface that is based on the Interactive Financial eXchange (IFX) message standard using SOAP structured messages. D ata is communicated via the Internet using 128- bit encryption and Secure Socket Layers (SSL). Bank uses digital certificates to authenticate each Payment Order transmitted to Bank in Company’s name.

Value-Added Network (“VAN”). With this transmission method, a third party serves as an intermediary for transmitting data between Company and Bank. Procedures for transmitting Payment Orders may vary by VAN. Bank follows the procedures of the VAN selected by Company to authenticate each Payment Order transmitted to Bank through the VAN in Company’s name.

TM-1440 Wire Transfer Services Service Description Page 3 of 4 Revised 11-03-2011

5.5. SWIFT® Initiation Method.

SWIFT has established procedures for controlling access to SWIFT messaging services (each, an “A ccess Control”) that may include without limitation access codes, message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages including without limitation Payment Orders based on SWIFT message type prior to accepting them for routing as SWIFT messages (each, an “Authenticated Message”). This authentication may include confirming that the sender and recipient of the message have exchanged bilateral keys (“BKE”), entered into a relationship management application (“RMA”) agreement, or taken other steps to secure the transmission of SWIFT messages between them as SWIFT requires from time to time (each, an “Authentication Procedure”).

5.6. Non-Standard Security Procedure.

If Company has refused to utilize any of the security procedures described above, then the Security Procedure Company will use is described on Attachment B to the Acceptance.

6. Authorization to Pay. Company authorizes Bank to (a) execute any Payment Order Bank verifies in accordance with the Security Procedure and (b) debit the account specified in the Payment Order (and if no account is specified, the Account or any other account of Company at Bank or an affiliate) even if a debit results in an overdraft on the execution date (as defined in UCC4A). Company will maintain sufficient available funds in the account specified in the Payment Order at the time of each debit.

7. Company’s Duty to Report Erroneous or Unauthorized Tranfer Instructions. Company will exercise ordinary care to determine whether a Payment Order accepted by Bank was either erroneous or not authorized and to notify Bank of the relevant facts within a reasonable time not exceeding fourteen (14) days after Company receives notification from Bank that the Payment Order was accepted or that the Account was debited with respect to the Payment Order, whichever is earlier. Company will be liable to Bank for the loss Bank incurs as a result of Company’s failure to act in accordance with this section.

8. Rejected Payment Orders. If a Payment Order is rejected for any reason Bank will attempt to notify Company promptly so Company may cure the defect but will have no liability to Company for a rejected Payment Order or any loss resulting from Bank’s failure to provide notice.

9. Cancellation, Amendment, Reversal. A Payment Order will be final and not subject to cancellation, amendment or reversal by Company, except Bank may, at Company’s request, make an effort to effect such c ancellation, amendment or reversal without incuring any liability for its failure or inability to do so.

TM-1440 Wire Transfer Services Service Description Page 4 of 4 Revised 11-03-2011

10. International Wire Transfers. A Payment Order expressed in U.S. Dollars will be sent in U.S.

Dollars. Company may request that prior to executing a Payment Order, Bank convert the amount to be transferred from U.S. Dollars to the currency of a designated foreign government or intergovernmental organization (“Foreign Currency”) at Bank’s sell rate for exchange in effect on the date Bank executes the Payment Order. If the financial institution designated to receive the funds does not pay the beneficiary specified in a Payment Order payable in Foreign Currency and the funds are returned to Bank, Bank will not be liable for a sum in excess of the value of the funds after they have been converted from Foreign Currency to U.S. Dollars at Bank’s buy rate for exchange at the time the cancellation of the Payment Order is confirmed by Bank. Bank will not be liable for any failure or delay by any financial insti tution or other third party in the designated foreign country in executing or failing to execute any Payment Order Bank transmits to a foreign country.

11. Drawdown Requests. A “drawdown request” is an instruction from Company to another depository institution to debit (a) an account at that institution and transfer the funds to Bank (each, an “outgoing drawdown request”) or (b) the Account and transfer the funds to that institution (each, an “incoming drawdown request”). In this Service Description, “Paym ent Order” includes drawdown requests. Bank may execute an incoming drawdown request that conforms with instructions it receives through Fed Wire, SWIFT, CHIPs or any other funds transfer system, provided such instructions are not inconsistent with instructions Company separately provides in writing. The authority to execute the incoming drawdown request will continue until Bank receives express written notice from Company that such authority is revoked.

12. Limitation of Bank’s Liability. If Bank executes Company’s Payment Order by sending instructions to another financial institution, Bank may send the payment order by any transmission method and by any route Bank in its sole discretion considers reasonable. Ba nk will not be liable for any third party ’s failure to or delay or error in processing a Payment Order.

If the beneficiary bank does not pay the beneficiary specified in the Payment Order, a refund will be made only after Bank has received confirmation of the effective cancellation of the Paymen t Order and Bank is in free possession of the funds debited or earmarked in connection with the Payment Order. If Bank is notified it did not transfer the full amount stated in a Payment Order, Bank’s sole obligation will be to promptly execute a second Payment Order in the amount of the stated deficiency. If Bank executes a Payment Order in excess of the amount stated in the Payment Order, to the extent Company does not receive the benefit of the Payment Order, Bank will only be liable for any loss of the principal amount transferred in excess of the amount stated in the Payment Order. Additionally, Bank will be liable for the amount of interest Company has lost due to the transfer of the excess amount, computed at the then current Federal Funds rate. H owever, Bank’s liability for loss of interest will be limited to twenty (20) calendar day’s interest. This section sets forth Bank’s complete liability for a Payment Order issued or received under this Service Description.

13. Survival. Sections 4, 5, 6, 7, 8, 9, 10, 11 and 12 will survive the termination of Services.

TM-1408 Account Reconciliation Plan Service Description Page 1 of 1 Revised 01/31/2010

ACCOUNT RECONCILIATION PLAN SERVICE

SERVICE DESCRIPTION

1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. (“Bank”) Account Reconciliation Plan service (“Service”). “Service Documentation” is defined in Bank’s Master Agreement for Treasury Management Services (“Master Agreement”). The Service Documentation includes the Acceptance of Service s (“Acceptance”), and “Company” is the company identified in the Acceptance.

2. Description of Ser vices. Bank's ARP Services enable Company to use Bank to (a) store information about Items Company issues on demand deposit accounts that Company enrolls in the Services (each, an "Account"); and (b) process the information in accordance with the Service option(s) that Company elects during the set up process for the Services and from time to time thereafter. Bank's User Guide for the Services details the Service options. “Item” is defined in Bank’s Commercial Account Agreement.

3. Issued Check Inform ation. If Company elects Bank’s full ARP Service, each Business Day prior to the cutoff time Bank seperately discloses, Company will provide Bank with the issue date, serial number and dollar amount of each Item Company issues on the Account (“ Issued Check Information”) using the communicati on channel(s) Company elects. If Company elects Bank’s Deposit Location Reporting Service, Company will provide Bank with a list of Company’s location numbers and names and may amend the list from time to time by notify ing Bank in writing.

4. Stop Payment Orders. If Company uses the Service to place a stop payment order on any Item, Company understands that (a) Bank’s Commercial Account Agreement governs the stop payment order; (b) each stop payment order is subject to Bank’s verification that the Item described in the stop payment order has not been paid; and (c) this verification may occur a minimum of ninety (90) minutes after the time Company transmits the stop payment order to Bank.
© 2010 Wells Fargo Bank, N.A. All rights reserved.

TM-1418 Image Positive Pay Service Description TMLW Page 1 of 4 Revised 07-19-2011

IMAGE POSITIVE PAY SERVICE DESCRIPTION

1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. (“Bank”) Image Positive Pay service (“Service”). “Service Documentation” is defined in Bank’s Master Agreement for Treasury Management Services (“Master Agreement”). The Service Documentation includes the Acceptance of Services (“Acceptance”), and “Company” is the Bank customer identified in the Acceptance.

2. Description of Service. The Servi ce enables Company to instruct Bank to pay or return counterfeit Checks, Checks otherwise not validly issued and certain altered Checks presented to Bank for payment on the deposit account(s) at Bank that Company enrolls in the Service (each, an “Account”). Each Business Day, Bank electronically compares the serial number and numeric amount of Checks presented to Bank for payment before Bank’s separately -disclosed cutoff time on the prior Business Day to Company’s Check Issue Data (see section 5). In accordance with section 7, Bank will notify Company of each Check that does not match Company’s Check Issue Data (each, an “Exception Item”) and will pay or return each Exception Item in accordance with this Service Description. “Check” refers to each check p resented for payment on Company’s Account, whether it is counterfeit, not validly issued, altered or validly issued by Company. A “Business Day” is every day except Saturdays, Sundays, and federal holidays. Except as otherwise provided in this Service De scription, enrollment in Bank’s Account Reconcilement Plan (“ARP”) Service is required.

3. Service Options. Company may enroll an Account in one of three options of the Service. The Service options differ based on (a) when Bank electronically compares a Check to Company’s Check Issue Data (before or after posting the Check to Company’s Account); (b) Bank’s handling of errors on Checks; (c) the content of Bank’s report to Company of discrepancies between a Check and Company’s Check Issue Data ("Exceptio ns Report"); and (d) the time by which Company must notify Bank of Company’s pay or return decision (“Decision Deadline”), as specified in the Exceptions Report. Each discrepancy is an “Exception,” and each Check with a discrepancy is an “Exception Item.”

3.1. Perfect Presentment ® Positive Pay. Bank electronically compares a Check to Company’s Check Issue Data prior to posting the Check to Company’s Account. Each Check with error(s) that Bank can correct, such as an encoding error, will be corrected, so that the Exceptions Report includes only unresolved Exception Items. This option is offered only on an Account enrolled in Bank’s Controlled Disbursement Service.

3.2. Positive Pay and Positive Pay Only . Bank electronically compares a Check to Company’s Check Issue Data after posting the Check to Company’s Account. Bank then reviews each Exception Item, and reverses and reposts each Exception Item with error(s) that Bank can correct, such as encoding errors, so that the Exception Report includes on ly unresolved Exception Items. Enrollment in Bank’s ARP Service is not required for Positive Pay Only.

3.3. Basic Positive Pay. Bank electronically compares a Check to Company’s Check Issue Data after posting the Check to Company’s Account and provide s Company with an Exceptions Report containing all Exception Items including Checks with encoding errors.

TM-1418 Image Positive Pay Service Description TMLW Page 2 of 4 Revised 07-19-2011

4. Payee Validation. Bank offers Payee Validation with Perfect Presentment Positive Pay, Positive Pay and Positive Pay Only. In addition to perf orming the electronic comparison described in section 2, Bank electronically compares the payee’s name on each Check to the payee’s name in Company’s Check Issue Data. If there is a discrepancy between the two names that is not within parameters Bank esta blishes from time to time in its sole discretion, Bank will, in its sole discretion, (a) include the Check as an Exception Item in Company’s Exceptions Report (and the discrepancy will constitute an Exception), or (b) manually review the Check. There are two Payee Validation Options:

4.1. Standard Payee Validation Option. Bank validates the payee’s name on each Check exceeding the dollar threshold determined by Bank from time to time without notice to Company. Bank will indemnify Company against actua l direct money losses incurred by Company as a result of an unauthorized alteration of the payee’s name on each Check paid by Bank (excluding hand-written Checks).

4.2. Customized Payee Validation Option. Bank validates the payee’s name on each Check e xceeding the dollar threshold that Company elects. Company will indemnify Bank against actual direct money losses Bank incurs as a result of an unauthorized alteration of the payee’s name on a Check below Company's defined dollar threshold, and Bank will indemnify Company against actual losses Company directly incurs as a result of an unauthorized alteration of the payee’s name on a Check equal to or greater than Company's defined dollar threshold (excluding hand-written Checks).

Bank will not perform P ayee Validation with respect to a Check if (i) Company fails to include the payee's name on the Check in Company’s Check Issue Data; (ii) Bank does not receive Company’s Check Issue Data for the Check before the cutoff time Bank separately discloses; or (iii) Company requests Bank to add the payee’s name manually to Check Issue Data Company has previously provided to Bank.

5. Check Issue Data. The “Check Issue Data” for any Check is the Check’s complete serial number and numeric amount, and if Company has selected Payee Validation, the payee’s name (or truncated name). As detailed in Bank’s User Guide for the Service, a “truncated name” is the portion of a payee’s name Company includes in its Check Issue Data based on the option it has elected from the options for truncation Bank offers from time to time. Each Business day not later than the cutoff time Bank separately discloses, Company will provide the Check Issue Data for all Checks issued through that Business Day to Bank in the format, through the medium, and at the place(s) Bank specifies. In performing the Service, Bank will use only the Check Issue Data Company provides to Bank. Bank will not electronically or manually compare a Check with an issue date after the current Business Day against t he Checks presented for payment on the Account until the issue date contained on the future -dated Check register matches the current Business Day’s calendar date. Bank will not accept Check Issue Data that contains an issue date more than forty-five (45) calendar days in the future.

6. Payment of Matching Checks. If a Check presented to Bank matches the Check Issue Data Company has provided to Bank (a “Matching Check”), Bank will make final payment on the Check and charge the Check to Company’s Account (subject to section 13).

7. Notification of Exception Item; Image of Exception Item.

7.1. Electronic Comparison. When Bank identifies an Exception Item through its electronic comparison process, Bank notifies Company of the Exception Item through t he Exceptions Report Bank makes available to Company through CEO.

TM-1418 Image Positive Pay Service Description TMLW Page 3 of 4 Revised 07-19-2011

7.2. Manual Review. When Bank manually reviews a Check in accordance with section 4 and identifies a payee name discrepancy, Bank will use its best efforts but in no event make more than one attempt to notify Company of the discrepancy by telephoning Company at the number Bank has on file for Company.

7.3. Holdover Exception Items. This subsection applies when Company has enrolled its Controlled Disbursement Account in Bank ’s Perfect Presentment Positive Pay Service.

A “Holdover Exception Item” is an Exception Item Bank identifies after Bank prepares and transmits the Exceptions Report to Company. Bank will use its best efforts but in no event make more than one attempt to notify Company of each Holdover Exception Item by telephoning Company at the number Bank has on file for Company.

7.4. Image of Exception Item. Bank will use reasonable efforts to provide an image of any Exception Item (including a Holdover Exception Item) to Company, but Bank will have no liability if Bank is unable to do so prior to Company’s Decision Deadline.

8. Default Options for Checks Listed in Exception Report. Bank offers two options for processing Checks listed in the Exceptions Report f or which Company fails to instruct Bank to pay or return before the Decision Deadline (each, “Company’s Default Option”). Company may elect to have Bank pay each such Check or to return each such Check.

9. Company’s Instructions to Bank; Failure to Instruct By Decision Deadline.

9.1. Company’s Pay or Return Decision. Company will make its pay or return decision based on the information about the serial number and amount of the Exception Item in the Exceptions Report, and if Company has elected Payee Validation, on any payee information Bank provides to Company.

9.2. Instructions Prior to Decision Deadline. If, prior to Company’s Decision Deadline, Company instructs Bank to pay or return an Exception Item, Bank will follow Company’s instructions ( subject to section 1 3). For each Exception Item, Company will use the same communications channel to instruct Bank that Bank used to notify Company of the Exception Item. If Bank included the Exception Item on the Exception Report Bank makes available to Company through CEO, Company will use CEO to communicate its instruction regarding the Exception Item to Bank. If Bank attempted to contact Company by telephone, Company will telephone Bank to communicate its instruction.

9.3. No Instructions Prior to Decision Deadline. If Company does not instruct Bank prior to Company’s Decision Deadline with respect to an Exception Item described in subsection 7.1, Bank will process the Check in accordance with Company’s Default Option. If Bank is unable to obtain Company’s instructions prior to the Decision Deadline regarding an Exception Item described in subsection 7.2, Bank will return the Exception Item unpaid (regardless of Company’s Default Option). If Bank is unable to obtain Company’s instructions prior t o the Decision Deadline regarding a Holdover Exception Item described in subsection 7.3, Bank will process the Holdover Exception Item in accordance with Company’s Default Option.

10. Teller Line Checks. A Check presented for encashment at Bank’s tel ler line is a “teller line Check”. A teller line Check that is not included in Company’s Check Issue Data on file with Bank at the time it is presented for encashment is a “teller line Exception Item”. Bank will take those steps to review and cash or refu se to cash a teller line Exception Item as Bank in its sole discretion determines are commercially reasonable . Company may instruct Bank to exclude all teller line Checks from this process, in which event each teller line Check will be deemed to be a Matching Check, even if it is not included in Company’s Check Issue Data on file with B ank at the time it is presented for encashment.

TM-1418 Image Positive Pay Service Description TMLW Page 4 of 4 Revised 07-19-2011

11. Limitation of Liability and Indemnification. Each Check Company has authorized or is deemed to have authorized Bank to pay in accordance with this Service Description (including each Matching Check) will be paid without Bank performing any Check verification procedure other than those described in this Service Description. Bank will have no liability for paying a Check i f (a) there is an alteration in its serial number or amount; (b) Company has elected Payee Validation and Bank fails to identify an alteration or other exception in the payee’s name because Company has truncated the name in Company’s Check Issue Data; (c) it is counterfeit, bears a forged or unauthorized signature; or (d) it was otherwise not validly issued. Each Check that Bank pays in accordance with this Service Description will be deemed to be properly payable, and each Check that Bank returns in accor dance with this Service Description will be deemed not to be properly payable. Without limiting the indemnification provisions contained in the other Service Documentation, Company ( i) indemnifies and holds Bank harmless from any and all liabilities, loss es, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) that Bank may suffer or incur as a result of Bank’s payment or return of a Check at Company’s instruction or otherwise in accordance with section s 9 or 10 of this Service Description , and (ii) releases and forever discharges Bank from all claims and damages, whether known or unknown, liquidated or unliquidated, contingent, direct or indirect, which Company has , or claims to have against Bank relating to the payment or return of any Check in accordance with this Service Description. This Section 11 will survive termination of the Service.

12. Stop Payment; Cancel and Void Instructions; Stale -Dated Checks. Company will not use the Service as a substitute for Bank’s stop payment service. Company will follow Bank’s standard stop payment procedures if it desires to stop payment on a Check that was validly issued. Company will use (a) a cancel instruction only to delete an outstanding Check included in its Check Issue Data and (b) a void instruction only to notify Bank that a Check included in Company’s Check Issue Data has been destroyed and will not be re -issued. If Company elects to use Bank’s “stale -dated” feature, Bank will return each Matching Check that is stale -dated unless Company instructs Bank to pay the Check. A Check is “stale -dated” when it is a Matching Check with an issue date exceed ing the number of months Company elects as its stale date.

13. Bank’s Right to Return Checks. Nothing in this Service Description will limit Bank’s right to return any Check that Company has authorized Bank to pay in accordance with this Service Description if Bank determines in Bank’s sole discretion that (a) the Check is not properly payable for any reason (without Bank’s agreeing to, or being required to, make such determination in any circumstance), or (b) there are insufficient collected and available funds in the Account to pay the Check. As between Company and Bank, any determination by Bank not to pay a Check will not constitute wrongful dishonor of such Check.

CHEXSTOR® SERVICE DESCRIPTION

1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. (“Bank”) CheXstor service (“Service”). “Service Documentation” is defined in Bank’s Master Agreement for Treasury Management Services (“Master Agreement”).

The Service Documentation includes the Acceptance of Services (“Acceptance”), and “Company” is the company identified in the Acceptance.

2. Description of Service. The Service enables Company to have Bank maintain microfilm records of all Items paid on each deposit account of Company at Bank that Company enrolls in the Service (each an "Account"). Bank will maintain microfilm records for a period of seven years or any longer period required by applicable law ("Record Period"). Each Item Bank microfilms will be shredded and recycled. As part of the Service, Bank will provide a photocopy of any Item posted against the Account which Company requests during the Record Period.

Company may request a photocopy electronically via Bank’s Commercial Electronic Office ® or
by contacting Bank at the telephone number on Company's account statement.

3. Liability. If Bank fails to provide in a timely manner a copy of an Item Company requests during the Record Period, Bank will reimburse Co mpany for (and Bank's liability will be limited to) any direct monetary loss Company incurs as a result of the Item's unavailability (not to exceed the amount of the Item). Bank will require Company to substantiate any claimed loss.

TM-1410 CheXstor Service Description Page 1 of 1 Revised 01/31/2010
© 2010 Wells Fargo Bank, N.A. All rights reserved.

CONTROLLED DISBURSEMENT

SERVICE DESCRIPTION

1. Introduction. This Service Description is part of the Service Documentation governing Wells Fargo Bank, N.A. (“Bank”)’s controlled disbursement service (“Service”). “Service Documentation” is defined in Bank’s Master Agreement for Treasury Management Services (“Master Agreement”). The Service Documentat ion includes the Acceptance of Services (“Acceptance”), and “Company” is the company identified in the Acceptance.

2. Required Account(s) and Services. Company, as defined in the Acceptance, will establish and maintain:

(a) one or more demand deposit accounts with Bank or Bank’s affiliate (each, a “Funding Account”);

(b) one or more checking accounts (each, a “Disbursement Account”) at Bank or Bank’s affiliate(s) (each, a “Disbursing Bank”); and

Each Funding Account and Disbursement Account and the Information Reporting Service will be identified in the Service Documentation. Each Funding Account will be linked to one or more Disbursement Accounts maintained by Comp any. Company will use each Disbursement Account solely to issue checks (or payable-through drafts) and electronic debits (each, a “Debit”) in accordance with this Service Description. Company will not issue any Debits on any Disbursement Accounts until Bank notifies Company that such Disbursement Account is operational. Company irrevocably authorizes Disbursing Bank to release to Bank all information requested by Bank with respect to each Disbursement Account.

Each Disbursement Account and Funding Account will be governed by Wells Fargo Bank, N.A.’s Commercial Account Agreement (“Account Agreement”), except that if Company’s Funding or Disbursement Account is Bank’s Choice III account, “Account Agreement” will mean Wells Fargo Bank, N. A.’s Business Account Agreement. The term “Bank” as used in the Account Agreement will mean the bank at which such Disbursement Account or Funding Account is maintained.

3. Determination of Total Net Presentment. Each Business Day as defined in the applicable Account Agreement, by the reporting times Bank separately discloses to Company from time to time, Bank will make the Total Net Presentment for each Disbursement Account available to Company by means of the Information Reporting Service. The Total Net Presentment consists of the total dollar amount of:

(a) Debits that have posted in the first and, if applicable, second presentment on that Business Day; and

(b) Adjustments to the Disbursement Account reported on Bank’s CD Summary report, including without limitation Debits posted after the last presentment on the prior Business Day (these Debits are referred to collectively as the “Prior Day Funding Adjustments”).

If the Total Net Presentment is not made available through the Information Reporting Service by TM-1429 Controlled Disbursement Service Description Page 1 of 5 Revised 11-08-2010
the applicable reporting time, Bank will have no liability, and Company will estimate the Total Net Presentment.

4. Company’s Obligation to Deposit Funds in Funding Account. Each Business Day, by the applicable cutoff time Bank separately discloses to Company from time to time, Company will deposit good and collected funds in Funding Account so that the balance in Funding Account, determined in accordance with the applicable Account Agreement, is sufficient to cover either the Total Net Presentment or Company’s estimate of the Total Net Presentment.

If Company fails to transfer funds in accordance with its obligation under the preceding sentence or if such transfer was based on Company’s estimate of the Total Net Presentment and such estimated amount was less than the actual Total Net Presentment, Bank may, at its sole option,

(a) advance to Funding Account(s) sufficient funds to pay the Debits presented for payment on the Disbursement Account and transfer such funds to the Disbursement Account; or

(b) return, or cause Disbursing Bank to return, any Debits, in any order, unpaid (even though Bank or the Disbursing Bank may have previously established a pattern of paying such Debits). If Bank returns or causes Disbursing Bank to return the Debits, Bank is authorized to instruct the Disbursing Bank to return to Bank any funds Bank transferred to Disbursing Bank pursuant to Section 5.

5. Transfer of Funds to Disbursement Account. Each Business Day, Bank will (a) transfer from the Funding Account to the Disbursement Account the amount necessary to cover the Total Net Presentment as shown on the CD Summary Report for that Business Day and (b) advance funds to the Disbursement Account in the amount sufficient to cover Debits that posted to Disbursement Account after the last presentment on that Business Day (and this amount advanced by Bank will be reported on the CD Summary Report for the next Business Day)

6. Disbursing Bank’s Obligation to Pay Debits. No Disbursing Bank will have any obligation whatsoever to pay any Debit if sufficient good and collected funds to cover the Debit are not in the Disbursement Account on which the Debit is drawn at the time the Disbursing Bank makes its payment decision.

7. Company’s Agreement to Repay Bank’s Advances to Disbursement Account(s).

Company will unconditionally pay Bank on demand without setoff or counterclaim in good and collected funds the full amount of any advance Bank makes pursuant to Section 4(a) and Section 5 plus Bank’s fees and costs incurred in connection with such advance.

8. Security Interest. As security for the Obligations (as defined in this Section 8), Company pledges to Bank, and grants a lien to Bank on, and a security interest in, the following and the proceeds thereof (collectively, the “Collateral”) as security for the prompt satisfaction of the Obligations: (a) all amounts from time to time on deposit in, or withdrawable from, Funding Account, all of Company’s other accounts with Bank and Bank’s affiliates and each Disbursement Accounts, and (b) any of Company’s property, or property in which Company has an interest, now or at any time delivered, conveyed, transferred, assigned, pledged or paid to Bank in any manner whatsoever. “Obligati ons” includes any and all advances, debts, loans, obligations and liabilities that Company owes Bank and Bank’s affiliates pursuant to the terms of this Service Description, including without limitation any advances Bank makes to Funding Account(s) pursuant to Section 4(a) of this Service Description and any advances Bank makes to Disbursement Account(s) pursuant to Section 5 of this Service Description. Bank’s receipt at any time of any kind of security, including without limitation cash, will not be deemed a waiver of any of Bank’s rights or powers under any agreement Company has signed in Bank’s favor.

TM-1429 Controlled Disbursement Service Description Page 2 of 5 Revised 11-08-2010
Company will sign and deliver to Bank, on demand, all such security, control or other agreements, financing statements and other documents as Bank may at any time request which are necessary or desirable (in Bank’s sole opinion) to grant to Bank a perfected security interest in and to any or all of the Collateral. At the time any Obligation becomes due and payable, Bank may sell or otherwise apply or dispose of any and all Collateral, received or to be received, in such parcel or parcels, at such time or times, at such place or places, for such price or prices and upon such terms and conditions as Bank may deem proper, and Bank may apply the net proceeds of the sale or sales, application or other disposition, together with any sums credited by or due from Bank to Company, to the payment of any and all of the Obligations, all without prejudice to Bank’s rights against Company with respect to any and all of the Obligations which may be or remain outstanding or unpaid. Company expressly waives any right to require Bank to make any presentment or demand, or give any notices of any kind, including, but not limited to, any notice of nonpayment or nonperformance, protest, notice of protest, notice of dishonor, notice of intent to accelerate or notice of acceleration. Any requirement of reasonable notice to Company with respect to the sale or other disposition of Collateral will be met if the notice is given at least five calendar days before the date any sale, application or other disposition will be made. Bank’s rights and remedies under any agreements or instruments signed by Company in Bank’s favo r are in addition to, and not exclusive of, any rights or remedies otherwise available to Bank under applicable law.

9. Fees. Fees for this Service may, in whole or in part, be based on the applicable fees charged by each Disbursing Bank and will be separately disclosed to Company. Fees will not be prorated if the Service terminates before the end of a calendar month.

10. Protection Against Fraudulent Checks. Company and Bank acknowledge that there is a growing risk of loss resulting from the increasing use of counterfeit and certain other types of fraudulent checks. Company recognizes that controlled disbursement service customers are especially susceptible to losses from these checks. Company is aware that Bank offers services known as “Image Positive Pay” and “Reverse Positive Pay” which are effective means of controlling risk from counterfeit checks and cert ain other types of fraudulent checks. Bank has advised Company that if it does not use either of these Services, Bank will be unable to prevent losses from counterfeit and certain other types of fraudulent checks and Company will be treated as having assumed the risk of those losses.

11. Company’s Enquiries and Instructions Regarding Disbursement Account. Company will direct all enquiries and instructions (including by way of example and not by way of limitation stop payment orders) to Bank. In no event will any such enquiries or instructions be directed to Disbursing Bank.

12. Liability and Indemnification. In addition to the liability and indemnification provisions in the Master Agreement, neither Bank nor any Disbur sing Bank will be liable for any claim, demands, judgments or expenses (“Losses”) paid, suffered or incurred by Company, and Company will indemnify Bank and each Disbursing Bank from and hold each of them harmless against any Losses paid, suffered or incurred by them, arising di rectly or indirectly as a result of or in connection with:

(a) Company’s performance or failure to perform its obligations in accordance with this Service Description;

(b) Bank’s or any Disbursing Bank’s acting on any information furnished by or on behalf of Company in any Service Documentation or otherwise;

(c) Bank’s or any Disbursing Bank’s return of any Check unpaid because Company has not deposited good and collected funds in the Funding Account related to the Disbursement TM-1429 Controlled Disbursement Service Description Page 3 of 5 Revised 11-08-2010
Account on which a Debit is drawn sufficient to cover the Total Net Presentment;

(d) Bank’s or Disbursing Bank’s dishonor and return of any Debit unpaid if Company issues the Debit before Bank notifies Company the Disbursement Account on which it was drawn is operational;

(e) Bank’s or any Disbursing Bank’s nonpay ment of a Debit, unless such nonpayment results directly and proximately from, respectively, Bank’s or Disbursing Bank’s gross negligence or willful misconduct;

(f) Bank or Disbursing Bank’s late return of any Debit as a result of, and any presentment- related problem resulting from, the failure of any Debit which has not been tested and approved by Bank or Disbursing Bank to conform in any respect to Bank’s or Disbursing Bank’s check specifications including without limitation failure to include Bank’s or Disbursing Bank’s full name and address and Bank’s full name on any check or payable through draft,

(g) Except as otherwise provided under Bank’s Account Reconciliation, Image Positive Pay, Reverse Positive Pay, Payable-Through Draft, Share Draft or Payable-If-Desired Service Descriptions, if Bank provides Company with one or more of those services, Bank’s payment of any check or payable-through dr aft which is unauthorized or contains a forged, unauthorized, incorrect or illegible endorsement, a forged or unauthorized signature, an alteration of amount or payee, or any other error, discrepancy or deficiency; or

(h) Bank’s exercise of its rights, or Bank’s performance of its obligations, in accordance with this Service Description or Bank’s Account Reconciliation, Image Positive Pay, Reverse Positive Pay, Payable-Through, Share Draft, or Payable-If-Desired Service Descriptions, if Bank provides Company with one or more of those Services.

13. Termination. Bank may terminate this Service, close the Funding Account, and instruct the Disbursing Bank(s) to close Disbursement Account(s), immediately upon Bank’s sending Company written or oral notice (confirmed in writing) of such action if:

(a) Company fails at any time to fund the Funding Account as required in this Service Description,

(b) any lawsuit or other action or proceeding is filed or instituted by any federal or state agency alleging, or any Disbursing Bank receives an opinion of counsel, that this Service or any material term or condition of this Service violates any law or regulation,

(c) Bank’s agreement with any Disbursing B ank concerning this Service is suspended or terminated for any reason with respect to all Bank’s customers receiving the Service or with respect only to Company,

(d) the occurrence of any default by Company under the other Service Documentation or under any other agreement or instrument signed by Company in Bank’s or the Disbursing Bank’s favor including without lim itation any loan agreement or promissory note,

(e) Bank determines that one or more conditions exist or events have occurred which might indicate, or result in, a material adverse change in Company’s operations, business, property or assets or its condition (financial or otherwise).

TM-1429 Controlled Disbursement Service Description Page 4 of 5 Revised 11-08-2010
Upon termination of this Service, Company will, in accordance with such instructions as Bank or the Disbursing Bank may give, cease to issue Debits on the Disbursement Account(s), and the Disbursing Bank will close the Disbursement Account(s) and stop processing Debits. Company will continue to be liable for all Debits issued on the Disbursement Account(s) prior to termination and for all Debits the Disbursing Bank is obligated to pay. The provisions of Sections 4, 7, 8, 10, 12 and 13 of this Service Description will survive termination of the Service.

14. Governing Law. Except to the extent governed by federal law and regulations, the law and regulations of the state in which the Disbursing Bank is located will govern its performance of the Service.

TM-1429 Controlled Disbursement Service Description Page 5 of 5 Revised 11-08-2010
© 2010 Wells Fargo Bank, N.A. All rights reserved.

TM-1420 Payment Authorization Service Description Page 1 of 1 Revised 01/31/2010
© 2010 Wells Fargo Bank, N.A. All rights reserved.

PAYMENT AUTHORIZATION SERVICE DESCRIPTION

2. Description of Service . Company may, by executing and delivering to Bank a Payment Authorization Service Set -up Form, elect to utilize the Service for deposit accounts which Company maintains at Bank (each an "account") . Under the terms of the Service, Bank will without Company's specific approv al as to any particular Item, (a ) automatically return unpaid (marked "REFER TO MAKER") Items drawn against the account which are presented to Bank, and which exceed the "Maximum Dollar Authorized Payment Amount" specified on the Setup Form, (b) refuse encashment of Items drawn against the account which are presented to Bank through its branch/store network, and which exceed the "Maximum Check Cashing Amount" specified on the Setup Form, ( c) refuse withdrawal requests again st the account which are presented to Bank through its branch/store network, and which exceed the "Maximum over the Counter Withdrawal Amount" specified on the Setup Form, and/or (d) refuse encashment of Items drawn against the account which are presented to Bank through its branch/store network, and which are made payable to an individual.

TM -1428 - Payment Manager Service Description Page 1 of 2 Revised 1/31/2010

PAYMENT MANAGER® SERVICE DESCRIPTION

1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. (“Bank”) Payment Manager services (each, a “Service”). “Service Documentation” is defined in Ba nk’s Master Agreement for Treasury Management Services (“Master Agreement”). The Service Documentation includes the Acceptance of Services (“Acceptance”), and “Company” is the company identified in the Acceptance.

2. Description of Services.

2.1. Payment Manager Service. The Payment Manager enables Company to send electronic files with multiple payment types and remittance information (each, a “Payment File”) to Bank directly from Company’s treasury workstation, ERP, or accounts payable system. Based on Company’s Payment File, Bank generates (a) payments to third parties (each, a “Trading Partner”) from Company’s designated deposit account at Bank or Bank’s affiliate (each, an “Account”) and (b) remittance data regarding each payment. Payment types incl ude automated clearing house (“ACH”), wire transfer, those card(s) Bank permits Company to use with the Service and check. Bank may add, modify or eliminate payment types at any time. For payments made by ACH, wire transfer or card, the Service Documenta tion includes, respectively, Bank’s ACH Origination Service Description, Wire Transfer Service Description, or applicable card agreement, each of which, in the event of a conflict between it and this Service Description will control over this Service Description. Bank will make check payments in accordance with the Reference Guide for the Service.

2.2. Payment Manager PlusSM Enhanced Remittance Service. With Payment Manager Plus, Bank uses the delivery channel to which Company and Bank separately agree to make human -readable documents describing the remittance (each, a “Remittance Document”) available to each of Company’s Trading Partners.

3. Payment File Transmission. Company will prepare each Payment File and deliver it to Bank in accordance with the guidelines Bank separately makes available to Company. Company will use the Transmission Protocol to which Company and Bank separately agree (see Section 5).

Company may deliver Payment Files to Bank, and Bank will acknowledge receipt of Payment Files, twenty-four hours a day, seven days a week.

4. Payment File Processing. Bank will process Payment Files and make payments only on Business Days in accordance with the processing schedule Bank separately makes available.

A “Business Day” is every day except Saturdays, Sundays and federal holidays.

5. Transmission Protocols. Bank offers the following means for Company to transmit Payment Files to Bank (each, a “Transmission Protocol”):

5.1. Secure Application File Exchange Transmission (“SAFE -T”). This transmission protocol offers a variety of transmission protocols including hyper text transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S -FTP), and Applicability Statement 2 (AS2) that Bank uses to authenticate each Payment File tran smitted to Bank in Company’s name.

TM -1428 - Payment Manager Service Description Page 2 of 2 Revised 1/31/2010

5.2. Machine-to-Machine (“M2M”). This transmission protocol uses an XML message interface that is based on the Interactive Financial eXchange (IFX) message standard using SOAP structured messages. Data is communicated via the Internet using 128 -bit encryption and Secure Socket Layers (SSL). Bank uses digital certificates to authenticate each Payment File transmitted to Bank in Company’s name.

5.3. Connect:Direct with Secure +. This transmission protocol is used to connect Company’s mainframe environment to Bank’s mainframe environment. Secure+ is an add-on to Connect:Direct to enhance security by means of Secure Socket Layer (“SSL”) or Transport Layer Security (“TLS”). Bank uses an agreed upon ID password combination and a token card to authenticate each Payment File transmitted to Bank in Company’s name. Connect:Direct and Secure + are trademarks of Sterling Commerce.

5.4. Value-Added Network (“VAN”). With this transmission protocol, a third party serves as an intermediary for transmitting data between Company and Bank. Procedures for transmitting files may vary by VAN. Bank follows the procedures of the VAN selected by Company to authenticate each Payment File transmitted to Bank through the VAN in Company’s name.

6. Payment File Validation. Bank will inspect each Payment File received to confirm its format conforms to the requirements in the Reference Guide. Bank’s inspection will not detect erroneous or missing information or unauthorized payments.

7. Incomplete, Rejected Payment Files. If a Payment File is missing a required Data Field for a payment described in it or if Bank has identified other errors that make it unable to process the File, Bank may, without liability to Company, reject the entire Payment File.

8. Account Reconciliation Processing (ARP), Image Positive Pay and Payee Validation Services. If Company utilizes Bank’s Image Positive Pay Service, Bank will, at Company’s request, update Company’s Check Issue Data for checks Bank is sues in accordance with the Payment Manager on the Business Day the checks are printed.

9. Remittance Documents. A Remittance Document made available to a Trading Partner via fax or unencrypted e -mail is not secure. It will conclusively be deemed to h ave been received by the Trading Partner when Bank makes it available. Bank will not confirm receipt of or be liable for corruption or loss of data in a Remittance Document after Bank makes it available.

10. Payment and Delivery Preferences. If Company elects to make Bank’s Payment and Delivery Service available to its Trading Partners, Bank will not verify the account and routing information a Trading Partner provides through the Service and will have no liability to Company or the Trading Partner if any of this information is incorrect.

11. Record Retention. Company will retain a copy of a Payment File for thirty (30) days from its original transmission. Bank will retain a copy of each Remittance Document for 120 days from its original distribution.

12. Survival. Sections 2.1, 6, 7, 9, 10 and 11 of this Service Description will survive the termination of Services.

Wells Fargo Bank, N.A. 97
AC. Indemnity and Insurance
These provisions are set forth in Appendices B and C. Indicate in your proposal your ability to comply with these provisions. If a proposer has any concerns regarding any of the City’s insurance or indemnity language or requirements that would render the proposer unable or unwilling to enter into an Agreement, the proposer shall identify these concerns. Deviations from the City’s standard language may be considered in its evaluation of the responsiveness of a proposal.

We have provided Evidence of Insurance documents in this section.

As you current provider, we have successfully negotiated an agreement in 2004 with the City to mutually agreeable terms. Please see the following suggested modifications to the language in Appendices B and C:

Section #

. INSURANCE
Without limiting ANAHEIM’s right to indemnification, it is agreed that CONTRACTOR shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:

Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence.

Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Contractor’s Liability, in an amount not less than $1,000,000 per occurrence, $2,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis, without a
self-insured retention, but may include a deductible of not more than $10,000 per occurrence, provided that such deductible is disclosed to ANAHEIM, in writing, at the inception of this Agreement. Any deductible or self insured retention is the sole responsibility of the CONTRACTOR.

Comprehensive Automobile Liability Coverage including—as applicable—owned, non-owned, and hired autos, in an amount not less than $1,000,000 per occurrence, combined single limit, as required by California law.

Professional Liability Insurance in an amount not less than $1,000,000 per occurrence, and CONTRACTOR shall maintain such coverage for at least one (1) year from the termination of this Agreement. Such insurance shall be written on a primary basis,
without a self-insured retention, but may include a deductible of not more than $10,000 per occurrence, provided that such deductible is disclosed to ANAHEIM, in writing, at the inception of this Agreement. Any deductible or self insured retention is the sole responsibility of the CONTRACTOR.

Wells Fargo Bank, N.A. 98
Each insurance policy required by this Agreement shall contain the following clause or shall otherwise provide for the following conditions:

“This insurance shall not be cancelled, or limited in scope or coverage, until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805, except in the event of cancellation for non-payment of premium which shall provide for not less than ten (10) days notice.”

Each insurance policy required by this Agreement, except policies for Professional Liability and Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:

“It is agreed that any insurance maintained by CONTRACTOR pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self- insurance maintained by the City of Anaheim.”

“The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM-designated volunteers are added as additional insured as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.”

Prior to commencing any work under this Agreement, CONTRACTOR shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONTRACTOR shall provide ANAHEIM (i) endorsements to the insurance policies which add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above-referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with reputable, financially sound insurers approved (i) admitted to write insurance in California, (ii) possessing an A. M. Best’s rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that CONTRACTOR shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.

In addition to other remedies ANAHEIM may have if CONTRACTOR fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:

Wells Fargo Bank, N.A. 99
Order CONTRACTOR to stop work under this Agreement and/or withhold any payment(s) which become due to CONTRACTOR hereunder until CONTRACTOR demonstrates compliance with the requirements hereof;

Terminate this Agreement.

Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONTRACTOR’s failure to maintain insurance or secure appropriate endorsements.

Nothing herein contained shall be construed as limiting in any way the extent to which CONTRACTOR may be held responsible for payments of damages to persons or property resulting from CONTRACTOR’s, (or CONTRACTOR’s contractors/ subcontractor, if any) performance of the work covered under this Agreement.

In the event CONTRACTOR hires other persons or firms to perform some of the work related to this Agreement, CONTRACTOR shall ensure (i) that the acts or omissions of such persons or firms are covered under the above-referenced liability insurance, or (ii) that such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of CONTRACTOR under this Agreement (except for firms which are not performing professional services—such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, CONTRACTOR shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.

ANAHEIM’s Risk Manager is hereby authorized to reduce the requirements set forth herein in the event he determines that such reduction is in ANAHEIM’s best interest.

Section
#

. INDEMNIFICATION
As respects acts, errors or omissions in the performance of professional services, CONTRACTOR agrees to indemnify and hold harmless ANAHEIM, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, arising directly out of CONTRACTOR’s (or CONTRACTOR’s contractors’ or subcontractors’, if any) negligent acts, errors or omissions in the performance of professional services under this Agreement.

As respects all acts, errors or omissions which do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by general and automobile liability insurance, CONTRACTOR agrees to indemnify, defend (at ANAHEIM's option), and hold harmless ANAHEIM, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with CONTRACTOR’s (or CONTRACTOR's contractors’ or subcontractors’, if any) acts, errors, omissions, or work, relative to this Agreement; except to the extent for those
Claims which arise out of the sole negligence or willful misconduct of ANAHEIM.

Wells Fargo Bank, N.A. 100
The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not ANAHEIM, CONTRACTOR, or any other person maintains, or fails to maintain, insurance coverage, or a self-insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.

EVIDENCE OF CASUALTY INSURANCE COVERAGE
Insured: Insurance Company:

Old Republic Insurance Company
This form certifies that the insurance policy described below has been issued to Wells Fargo & Company and its Subsidiaries.

Coverage Covered Location(s) Limits of Liability Policy Period Policy Number Commercial General Liability
Including premises operations,
occurrence form; blanket contractual
liability; host liquor liability coverage
Omnibus Additional Insured
endorsement extends coverage
to any person or organization
for whom Wells Fargo &
Company or its Subsidaries
have agreed under contract
or agreement to provide
insurance. In no event shall the
insurance provided hereunder
exceed the scope of coverage
required by contract or
agreement
$10,000,000 Each
Occurrence
$10,000,000 Aggregate
$10,000,000 Personal &
Adv. Injury
$10,000,000 Products and
Completed
Operations
4/01/10 - 4/01/15 MWZY58768
Automobile Liability Covers all owned, non-owned
and hired automobiles
$10,000,000 Each
Occurrence
Combined
Single Limit
4/01/10 - 4/01/15 MWTB20922
Workers' Compensation and
Employers' Liability
Provides workers'
compensation coverage for
employees in all states -
except statutory workers'
compensation provided either
through a Monopolistic State
Fund or Self-Insurance in the
following states: Ohio, North
Dakota, Washington, West
Virginia and Wyoming or by
the Wells Fargo Injury Benefit
Plan in Texas.

Statutory - WC
$1,000,000 - EL Each
Accident
$1,000,000 - EL Disease
Each
Employee
4/01/10 - 4/01/15 MWC116599
Evidence of Insurance Issued To: Wells Fargo & Company Risk & Insurance Management Jill M. Combs
Risk & Insurance Manager
The information provided in the Evidence of Insurance document is basic in nature and should not be viewed as a definitive position to any coverage issue, claim or loss scenario. In the event of a claim or loss, the actual policy terms shall apply.

Date:

DIRECT QUESTIONS/COMMENTS REGARDING THIS EVIDENCE OF
INSURANCE TO YOUR WELLS FARGO CONTACT.

Wells Fargo & Company Risk & Insurance Management
Wells Fargo Center, MAC# N9305-144
Sixth and Marquette
Minneapolis, MN 55479
Anaheim, CA 92805
City of Anaheim
Wells Fargo & Company and Its Subsidiaries including
Wells Fargo Bank, N.A
201 S. Anaheim Blvd
02/21/2012

EVIDENCE OF PROPERTY INSURANCE COVERAGE
Insured: Insurance Company:

Superior Guaranty Insurance Company (domiciled in Vermont) Reinsured by: Lloyds of London; Lexington Insurance Company; Montpelier Reinsurance Ltd; Alterra Bermuda Ltd; Ace American Insurance Company; Federal Insurance Company; Liberty Mutual Fire Insurance Company; Starnet insurance Company; Ironshore Indemnity, Inc. / Ironshore Specialty Insurance Company; Aspen Specialty Insurance Co.

The Reinsurance Companies listed have an A- or better AM Best rating as of the effective date of the program.

This form certifies that the insurance policy described below has been issued to Wells Fargo & Company and its Subsidiaries.

Coverage Covered Location(s) Limits of Liability Policy Period Policy Number Property ...
"All Risk" of physical loss or
damage to real and personal
property including business
interruption, extra expense,
builders risk, flood, earthquake
and boiler and machinery
subject to policy conditions and
exclusions.

Terrorism coverage subject to
the Terrorism Risk Insurance
Program Reauthorization Act of
2007.
$100,000,000 -
Except as sublimited
under the policy
4/30/11 - 4/30/12 404-1PRCI-13Any location or business
personal property owned,
rented, or leased by Wells
Fargo & Company or its
Subsidiaries.

Additional Interest shall be
extended subject to 1) policy
terms and conditions; and 2)
the existence of an authorized,
written contractual agreement
requiring a Wells Fargo entity
to provide such coverage
Evidence of Insurance Issued To: Wells Fargo & Company Risk & Insurance Management Jill M. Combs
Risk & Insurance Manager
The information provided in the Evidence of Property Insurance document is basic in nature and should not be viewed as a definitive position to any coverage issue, claim or loss scenario. In the event of a claim or loss, the actual policy terms shall apply.

DIRECT QUESTIONS/COMMENTS REGARDING THIS EVIDENCE OF
INSURANCE TO YOUR WELLS FARGO CONTACT.

Wells Fargo & Company Risk & Insurance Management
Wells Fargo Center, MAC# N9305-144
Sixth and Marquette
Minneapolis, MN 55479
Date:

Anaheim, CA 92805
City of Anaheim
Wells Fargo & Company and Its Subsidiaries including
Wells Fargo Bank, N.A
201 S. Anaheim Blvd
02/21/2012

DIRECT QUESTIONS/COMMENTS REGARDING THIS EVIDENCE OF
INSURANCE TO YOUR WELLS FARGO CONTACT.

Wells Fargo & Company Risk & Insurance Management
Wells Fargo Center, MAC# N9305-144
Sixth and Marquette
Minneapolis, MN 55479
EVIDENCE OF PROFESSIONAL (Errors & Omissions)

LIABILITY COVERAGE
Insured: Insurance Company:

Superior Guaranty Insurance Company of Vermont
Reinsured by Steadfast Insurance Company
This form certifies that the insurance policy described below has been issued to Wells Fargo & Company and its Subsidiaries.

Coverage Coverage Details Limits of Liability Policy Period Policy Number Professional Liability Provides Wells Fargo &
Company and its Subsidiaries
with coverage for claims arising
out of an Employee's error or
omission that occurs in
performing professional services
for others.
$100,000,000 Per Occurrence
and Aggregate
4/01/10 - 4/01/13 4041FICI13
Evidence of Insurance Issued To: Wells Fargo & Company Risk & Insurance Management Jill M. Combs
Risk & Insurance Manager
The information provided in the Evidence of Insurance document is basic in nature and should not be viewed as a definitive position to any coverage issue, claim or loss scenario. In the event of a claim or loss, the actual policy terms shall apply.

Date:

Anaheim, CA 92805
City of Anaheim
Wells Fargo & Company and Its Subsidiaries including
Wells Fargo Bank, N.A
201 S. Anaheim Blvd
02/21/2012

EVIDENCE OF FIDELITY (EMPLOYEE DISHONESTY) COVERAGE
Insured: Insurance Company
Superior Guaranty Insurance Company of Vermont
Reinsured by Steadfast Insurance Company
This form certifies that the insurance policy described below has been issued to Wells Fargo & Company and its Subsidiaries.

Evidence of Insurance Issued To: Wells Fargo & Company Risk & Insurance Management Jill M. Combs
Risk & Insurance Manager
The information provided in the Evidence of Insurance document is basic in nature and should not be viewed as a definitive position to any coverage issue, claim or loss scenario. In the event of a claim or loss, the actual policy terms shall apply.

DIRECT QUESTIONS/COMMENTS REGARDING THIS EVIDENCE OF INSURANCE TO YOUR WELLS FARGO CONTACT.

Wells Fargo & Company Risk & Insurance Management
Wells Fargo Center, MAC# N9305-144
Sixth and Marquette
Minneapolis, MN 55479
Date:

Coverage Coverage Details Limits of Liability Policy Period Policy Number Professional Liability Provides Employee Dishonesty
(Fidelity) coverage for Wells
Fargo & Company and its
Subsidiaries.
$100,000,000 Per Occurrence
and Aggregate
4/01/10 - 4/01/13 4041FICI13
Wells Fargo & Company and Its Subsidiaries including
City of Anaheim
Anaheim, CA 92805
Wells Fargo Bank, N.A
201 S. Anaheim Blvd
02/21/2012

Wells Fargo Bank, N.A. 101
AD. Non-Collusion Affidavit
Insert the completed affidavit as set forth in Appendix D.

We have inserted the completed affidavit as set forth in Appendix D in this section.

Wells Fargo Bank, N.A. 102
AE. Pricing and Account Analysis

1. Please provide a complete fee schedule for all of the services described in your financial institution’s proposal using Association of Finance Professionals (AFP) Service Codes. A template, of services currently used with volume levels, is provided in Appendix H.

Fees related to all services described in the proposal must be listed, even if the service is not shown on the template. Also, include any one-time or set- up charges, research fees, minimum fees, or all other fees that will be charged. Include any incentives or price breaks offered based on volume or other measures.

We have provided a complete fee schedule for all of the services described in our proposal using AFP Service Codes. It is included separately with our proposal.

2. Is the bank willing to guarantee the proposed fees for the entire term of the contract up to five (5) years? If not, for how long are the fees guaranteed? We are pleased to offer the City a five-year fixed price contract with the option for five one-year renewals. All pricing adjustments, if any, beyond the fixed term will be coordinated with at least 90 days advance notice through Lynn Love, the City’s Relationship Manager, to mutual agreement with the City.

3. Can invoices be sent on a quarterly basis? Can fees be billed to the City rather than debited directly from the City’s accounts?
Invoices can be sent on a quarterly basis. Customers who receive invoices for banking services may make payments by check or ACH transfer.

4. Are you willing to offer any transition or retention incentives? We are pleased to offer the City up to $10,000 analysis credit toward the implementation of new or enhanced treasury management services.

From: [email protected] Sent: Friday, May 11, 2012 9:58 AM To: Henry Stern
Subject: Best and Final

Hank,

I am pleased to offer the City of Anaheim up to nine scanners (up to $9,000 value)as part of our Best and Final Offer related to our Banking Services Proposal.

All other pricing and terms remain in place.

We appreciate the opportunity to continue providing our services to the City.

Let me know if you have any questions or need any additional information.

Lynn

Lynn Love

Vice President
Senior Relationship Manager

Government & Institutional Banking l 707 Wilshire Blvd., 11th Floor | Los Angeles, CA 90017 Mac E2818-114
Tel 213-614-2235 | Cell 310-529-6016 | Fax 213-614-3555

[email protected]

Wells Fargo Bank, N.A. CONFIDENTIAL Page 1
Pricing Template

AFP CODE DESCRIPTION
Est Monthly
Volume Unit Price Total Price
BALANCE & COMPENSATION INFORMATION:
00 0230 DEP INSURANCE ASSESSMENT MTHLY 3,900.00 $0.1275 $497.25 GENERAL ACCOUNT SERVICES:
01 9999 PAYEE VALID NON ACCT HLDER-CHK CASH 30 $0.0000 $0.00 01 0000 ACCOUNT MAINTENANCE-CHEXSTOR 6 $7.0000 $42.00 01 0021 SUBACCOUNT MAINTENANCE 3 $2.0000 $6.00 01 0021 ZERO BALANCE MONTHLY BASE 2 $5.0000 $10.00 01 0100 DEBITS POSTED 300 $0.0700 $21.00 01 0101 CREDITS POSTED 150 $0.7500 $112.50 01 0310 DDA STATEMENT - PAPER 1 $0.0000 $0.00 01 0630 BANK CONFIRMATION AUDIT REQUEST 1 $0.0000 $0.00 01 0101 CONT DISB CREDIT POSTED-OH 20 $0.5000 $10.00 LOCKBOX SERVICES:
05 0030 E-BOX MONTHLY MAINT (W/CROSS REF) 2 $100.0000 $200.00 DEPOSITORY SERVICES:
10 0410 CEO RETN ITEM SUBSCRIPTION PER ACCT 1 $20.0000 $20.00 10 0410 CEO RETN ITEM SUBSCRIPTION PER ITEM 80 $0.0700 $5.60 10 0410 CEO RETN ITEM SUBSCRIPTION OPT DETL 70 $0.0300 $2.10 10 0100 CASH VAULT MONTHLY BASE 4 $0.0000 $0.00 10 0111 CASH VAULT COIN DEP-PARTIAL/MIX BAG 1 $5.0000 $5.00 10 0146 CASH VAULT COIN FURNISHED-STD BOX 1 $3.0000 $3.00 10 0145 CASH VAULT COIN FURN-STD HALF BOX 1 $4.0000 $4.00 10 0501 CASH VAULT DEPOSIT ADJUSTMENT 1 $5.0000 $5.00 10 0141 CASH VAULT CASH ORDERS-CEO 4 $2.0000 $8.00 10 0140 CASH VAULT CASH ORDER-CALL IN 1 $2.0000 $2.00 10 0199 CASH VAULT CURRENCY/COIN DEPOSITED 1,975,000.00 $0.0002 $395.00 10 0148 CASH VAULT CURRENCY FURN-NONSTD 200.00 $0.0002 $0.04 10 0199 CASH VAULT CURRENCY FURNISHED 45,500.00 $0.0002 $9.10 10 0220 DEPOSITED CHECKS - ON US 10 $0.0400 $0.40 10 0222 DEPOSITED CHECKS - LOCAL CLEARING 30 $0.0500 $1.50 10 0225 DEPOSITED CHECKS - REGIONAL 10 $0.0600 $0.60 10 0224 DEPOSITED CHECKS - TRANSIT 20 $0.0700 $1.40 10 0222 DEPOSITED CHECKS CASH VLT-LOCAL CLR 10 $0.0500 $0.50 10 0225 DEPOSITED CHECKS CASH VAULT-REGION 2 $0.0600 $0.12 10 0299 DEPOSITED CHECKS OTHER 1 $0.0600 $0.06 10 0220 DEPOSITED CHECKS CASH VAULT - ON US 1 $0.0400 $0.04 10 0224 DEPOSITED CHECKS CASH VAULT-TRANSIT 1 $0.0700 $0.07 10 0210 ENCODED CHECKS - ON US 20 $0.0200 $0.40 10 0212 ENCODED CHECKS - LOCAL CLEARING 110 $0.0300 $3.30 10 0213 ENCODED CHECKS - REGIONAL 40 $0.0500 $2.00 10 0214 ENCODED CHECKS - TRANSIT 30 $0.0500 $1.50 10 0230 ENCODED CHECKS - EXCESS REJECTS 10 $0.5000 $5.00 10 0220 ELECTRONIC DEPOSIT - CHECK WFB 6,500 $0.0150 $97.50 10 0224 ELECTRONIC DEPOSIT - CHECK NON WFB 30,500 $0.0550 $1,677.50 10 0230 ELECTRONIC DEPOSIT - DEP ADJUSTMENT 1 $0.0000 $0.00 10 0015 CASH DEP/$1 VER AT TELLER WINDOW 10,100.00 $0.0002 $2.02 10 0400 RETURN ITEM - CHARGEBACK 70 $1.2500 $87.50 10 0414 CEO RETURN ITEM RETRIEVAL-IMAGE 80 $0.2500 $20.00 10 0414 CEO RETURN ITEM SERVICE MTHLY BASE 1 $10.0000 $10.00 10 0400 RETURN ITEM SPECIAL INSTRUCTIONS 70 $0.2500 $17.50 10 0401 RETURN ITEM SPECIAL INST MTHLY BASE 1 $0.0000 $0.00 Wells Fargo Bank, N.A. CONFIDENTIAL Page 2

AFP CODE DESCRIPTION
Est Monthly
Volume Unit Price Total Price
10 0402 RETURN ITEM REDEPOSITED 40 $1.0000 $40.00 10 0000 CHECK/DEPOSIT TICKET PRINTING CHRG 7 $1.0000 $7.00 PAPER DISBURSEMENT SERVICES:
15 0723 POSITIVE PAY EXCEPTION - CEO IMAGE 10 $0.5000 $5.00 15 0240 PYMT AUTH MAX CHECK MTHLY BASE 4 $0.0000 $0.00 15 0410 STOP PAYMENT - ONLINE 10 $4.0000 $40.00 15 0100 ARP CHECKS PAID - FULL RECON 1,600 $0.0030 $4.80 15 0129 POSITIVE PAY EXCEPTION CHECKS RETND 1 $5.0000 $5.00 15 1352 ONLINE IMAGE VIEW < 90 DAYS - ITEM 4 $0.2500 $1.00 15 1352 ONLINE IMAGE VIEW > 90 DAYS - ITEM 1 $0.2500 $0.25 15 0030 POSITIVE PAY MONTHLY BASE 1 $0.0000 $0.00 15 1350 WELLSIMAGE PAID CHECK MONTHLY BASE 1 $0.0000 $0.00 15 0100 ARP CHECKS PAID - FULL RECON 4 $0.0000 $0.00 15 0030 POSITIVE PAY MONTHLY BASE 1 $0.0000 $0.00 15 1352 ONLINE IMAGE VIEW < 90 DAYS - ITEM 4 $0.0000 $0.00 15 1352 ONLINE IMAGE VIEW > 90 DAYS - ITEM 1 $0.0000 $0.00 15 0700 CEO CONT DISB SUBSCRIPTION BASE 1 $20.0000 $20.00 15 1353 WELLSIMAGE PAID CHECK PER CD 1 $15.0000 $15.00 15 0499 STOP PAYMENT - PAPER CONFIRMATION 1 $0.0000 $0.00 15 0700 CEO CONT DISB SUBSCRIPTION BASE 1 $0.0000 $0.00 15 0400 CEO SEARCH 40 $0.2500 $10.00 15 0340 OVERDRAFT CHARGE-PAID ITEM 1 $20.0000 $20.00 15 0299 PAYEE VALIDATION STANDARD-ITEM 3,500 $0.0100 $35.00 15 0511 OFFICIAL BANK CHECK 1 $5.0000 $5.00 15 1399 WELLSIMAGE PAID CHECK PER ITEM 3,500 $0.0300 $105.00 15 0412 STOP PAYMENT - AUTO RENEWAL 1 $1.0000 $1.00 15 0000 CONT DISB ACCT MAINT W/CHEXSTOR-OH 1 $25.0000 $25.00 15 0110 CONT DISB IMAGE CHECKS PAID - OH 1,800 $0.0500 $90.00 15 0300 CONT DISB PERFECT-POS-PAY EXCEPT-OH 1 $2.0000 $2.00 15 0030 CONT DISB PERFECT PRESENT BASE-OH 1 $0.0000 $0.00 15 0129 CONT DISB PERFECT PRESNT CHK RTN-OH 1 $5.0000 $5.00 PAPER DISBURSEMENT RECON SERVICES:
20 0200 ARP REGISTER INPUT CEO - ITEM 40 $0.0150 $0.60 20 0305 ARP STATEMENT MONTHLY BASE CEO 4 $0.0000 $0.00 20 0010 ARP MONTHLY BASE - FULL 3 $25.0000 $75.00 20 0201 ARP FULL RECON-ITEM 3,500 $0.0150 $52.50 20 0210 ARP MANUAL INPUT ISSUE INFO-ITEM 1 $0.0300 $0.03 20 9999 ARP AGED ISSUE RECORDS ON FILE-ITEM 275 $0.0000 $0.00 20 0399 POSITIVE PAY EXCEPTIONS - ITEM 10 $0.5000 $5.00 GENERAL ACH SERVICES:
25 0703 ACH CEO SUBSCRIPTION - ACCOUNT 1 $20.0000 $20.00 25 0201 ELECTRONIC CREDITS POSTED 950 $0.0700 $66.50 25 0000 ACH MONTHLY BASE 1 $15.0000 $15.00 25 0102 ACH ONE DAY ITEM 8,300 $0.0200 $166.00 25 0102 ACH TWO DAY ITEM 7,500 $0.0200 $150.00 25 0120 ACH ORIGINATED - ADDENDA REC 150 $0.0300 $4.50 25 0202 ACH RECEIVED ITEM 850 $0.0350 $29.75 25 0302 ACH RETURN ITEM - FAX ADVICE 4 $1.0000 $4.00 25 0501 ACH TRANSMISSION CHARGE 25 $5.0000 $125.00 25 0710 ACH FAX SERVICE 90 $0.5000 $45.00 25 0302 ACH RETURN ITEM-TRANSMISSION ADVICE 110 $1.0000 $110.00 25 0620 ACH DELETE - ITEM 1 $15.0000 $15.00 25 0642 ACH REVERSAL - ITEM 1 $15.0000 $15.00 Wells Fargo Bank, N.A. CONFIDENTIAL Page 3

AFP CODE DESCRIPTION
Est Monthly
Volume Unit Price Total Price
25 0102 INTERNET ACH ONE DAY ITEM 0 $0.0300 $0.00 25 0102 INTERNET ACH TWO DAY ITEM 50 $0.0300 $1.50 25 0000 INTERNET ACH BASE FEE 1 $15.0000 $15.00 25 0500 INTERNET ACH BATCH RELEASE 20 $3.0000 $60.00 25 1010 ACH SPECIAL INVESTIGATION 1 $20.0000 $20.00 25 1050 ACH CEO FRAUD FILTER STOP MTHLYBASE 9 $4.0000 $36.00 25 1050 ACH CEO FRAUD FILTER REVIEW MO BASE 2 $4.0000 $8.00 25 1053 ACH CEO FRAUD FILTER REVIEW - ITEM 6 $1.0000 $6.00 25 0302 ACH NOC - TRANSMISSION ADVICE 30 $1.0000 $30.00 25 1070 ACH WELLS FARGO NOC - FAX ADVICE 1 $1.0000 $1.00 25 1070 ACH NOC - FAX ADVICE 1 $1.0000 $1.00 25 1070 ACH WELLS FARGO NOC - TRANS ADVICE 30 $1.0000 $30.00 EDI PAYMENT SERVICES:
30 0524 CEO TREAS INFO RPT EDI SUBSC MOBASE 1 $20.0000 $20.00 30 0200 RECEIVABLES MANAGER OUTGOING TRANS 45 $5.0000 $225.00 30 0010 RECEIVABLES MANAGER MONTHLY BASE 2 $0.0000 $0.00 30 0599 EC BILLPAY ON US ITEMS 1 $0.0500 $0.05 30 0524 CEO TREAS INFO RPT EDI SUBSC MOBASE 1 $0.0000 $0.00 30 0599 EC BILLPAY ON US ITEMS 700 $0.0500 $35.00 30 0200 RECEIVABLES MANAGER RECVD ADDENDA 100 $0.0400 $4.00 30 0099 E-BOX PAYMENT 1,600 $0.0500 $80.00 30 0200 RECEIVABLES MGR PER ITEM-ACH 10 $0.0500 $0.50 WIRE & OTHER FUNDS TRANSFER SERVICES:
35 9999 WIRE IN REPAIR SURCHARGE 3 $6.0000 $18.00 35 0300 WIRE IN DOMESTIC 35 $4.0000 $140.00 35 0310 WIRE IN - INTERNATIONAL 1 $10.0000 $10.00 35 0411 WIRE MAIL CONFIRMATION 1 $1.0000 $1.00 35 0202 WIRE OUT DOMESTIC-BRANCH 1 $0.0000 $0.00 35 0104 WIRE-OUTGOING DOMESTIC-CEO 50 $4.0000 $200.00 35 0124 WIRE - BOOK TRANSFER - CEO 1 $2.0000 $2.00 INFORMATION SERVICES:
40 1001 ONLINE IMAGE REQUEST - FAX DELIVERY 1 $2.2500 $2.25 40 0003 CEO INTRADAY SUBSCRIPTION MTHLYBASE 4 $20.0000 $80.00 40 0000 CEO PREV DAY SUBSCRIPTION MTHLYBASE 2 $20.0000 $40.00 40 0001 CEO PREV DAY SUBSCRIPTION DETL ITEM 3,000 $0.0500 $150.00 40 0224 CEO INTRADAY SUBSCRIPTION - ITEM 3,500 $0.0500 $175.00 40 02ZZ CEO EVENT MESSAGING SERVICE - EMAIL 6 $0.1200 $0.72 40 0800 ELECTRONIC WINDOW EXTENDED STOR 60 1,800 $0.0150 $27.00 40 0052 ARP STMTS & RPTS (CSV/EXCEL) BASE 2 $20.0000 $40.00 40 0272 ARP STMTS & RPTS (CSV/EXCEL) / ITEM 10,500 $0.0300 $315.00 40 02ZZ CEO EVENT MESSAGING SERVICE - EMAIL 200 $0.1200 $24.00 UNDEFINED SERVICES:
99 9999 E-BOX PAYMENT RETURN $0.2500 $0.00 AVERAGE COLLECTED BALANCE 1,500,000

AVERAGE LEDGER BALANCE
OPTIONAL SERVICES:
100220 Desktop Deposit - Wells Fargo Item $0.0350
100224 Desktop Deposit - Non Wells Fargo Item $0.0550
010101 Desktop Deposit - Credits Posted $0.5000
151352 Desktop Deposit - Images Viewed $0.2500
100610 Deposit Location Reporting $0.2500
Desktop Deposit® – Price Schedule
Prices listed are base prices, subject to change without notice, and do not include shipping, handling, or tax.

Product description

Quick Reference Guide
© 2011 Wells Fargo Bank, N.A. All rights reserved. Member FDIC.

Scanner type Description Warranty Charge basis $ Price* Digital Check
CheXpressCX30

Digital Check CheXpress
CX30 – single feed

12 month per unit $468.00
Digital Check TS240

Digital Check TS240-50
•
50 documents per minute

12 month per unit $699.00
Digital Check TS 240-75
• 75 documents per minute

12 month per unit $799.00
Digital Check TS 240-100
•
100 documents per minute

12 month per unit $928.00
Panini Vision X Panini Vision X – single feed

12 month per unit $571.00
Panini Vision X 50
• 50 documents per minute

12 month per unit $740.00
Panini Vision X 75
• 75 documents per minute

12 month per unit $803.00
Panini Vision X 60 AGP
• 60 documents per minute
•
Advanced graphic printer

12 month per unit $1,105.00
24 month

per unit $505.00
24 month

per unit $749.00
24 month

per unit $849.00
24 month

per unit $978.00
24 month

per unit $790.00
24 month

per unit $853.00
24 month

per unit $609.00
24 month

per unit $1,155.00

CONFIDENTIAL
Desktop Deposit– Price Schedule Quick Reference Guide
Panini Vision X single feed per unit $81.00
Panini Vision X batch scanners per unit $100.00
Digital Check CheXpress CX30 single feed per unit $81.00 Digital Check TX 240 per unit $100.00
Panini Vision X 50 to 75 per unit $263.00
Cleaning: Includes removal of loose dirt and debris, complete cleaning of the magnetic head, and cleaning of all rubber roller surfaces. per unit $50.00
Checkout: Includes evaluation and testing of unit/parts to specified standards.

Note: Only applies if no problem is found.
per unit $50.00
Preventive maintenance: Includes a standard cleaning plus replacement of all O-rings and the drive belt.
per unit $150.00
Expedite: One day turnaround on warranty or service procedures. per unit $50.00 Expedite: Same day turnaround on warranty or service procedures. per unit $100.00 Repairs: Not covered under warranty per hour plus parts $150.00 Repairs: Not covered under warranty Flat rate covers all work (except camera or
motherboard)
$167.00
Ink cartridge for Panini Vision X – HP C6602A per cartridge $21.99 Ink cartridge for Digital Check per cartridge $21.99
3-pack ink cartridge for Panini or Digital Check per 3-pack of cartridges $58.00 Check retention bags per 100 bags $23.19
Replacement box w/inserts (CX30) per kit $18.00
Replacement box w/inserts (TS240) per kit $22.85
Replacement box w/inserts (Panini) per kit $35.24
Billing adjustments per occasion $15.00
Restocking – Canceled orders (unopened units only) per unit $75.00 Desktop Deposit price schedule, cont.

2 12-month extended warranty – purchased at expiration
Speed upgrade
Maintenance fees
Other
Supplies

CONFIDENTIAL

City of Anaheim

Request for Proposal
Banking Services
Date: January 11, 2012

City Treasurer
Anaheim West Tower, 9th
201 South Anaheim Boulevard, Suite 901
Floor
Anaheim, California 92805

City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 2 Contents

1.01 Purpose of the Request for Proposal ..................................... 3

1.02 Background ....................................................................... 3

1.03 Current Banking Structure ................................................... 4

1.04 Scope of Services ............................................................... 5

1.05 Contract Term .................................................................... 8

1.06 RFP Schedule, Deadlines and General Requirements .............. 9

1.07 Certificate of Insurance/Indemnity Clause ............................ 11

1.08 Non-Collusion Clause ....................................................... 12

1.09 City’s Requirement for Business License ............................. 12

1.10 Evaluation Factors for Award ............................................. 12

1.11 Submission of Proposal - Content and Format ...................... 14 Appendix A – Intention to Submit a Proposal ................................. 26 Appendix B – Standard Insurance Language .................................. 27 Appendix C – Standard Indemnification Provision .......................... 30 Appendix D – Non-Collusion Affidavit ........................................... 31 Appendix E – HUD Approved General Depository Agreement ........... 32 Appendix F – City of Anaheim General Conditions for Proposals ...... 33 Appendix G – Account Analysis Volume Data (12 months) ............... 34 Appendix H – Pricing and Account Analysis Template ..................... 35

City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 3

1.01 Purpose of the Request for Proposal
After an 8 year relationship with Wells Fargo Bank, the City of Anaheim’s (City) banking contract will be expiring on June 30, 2012. The City’s primary objective is to evaluate the current market environment for banking services , and establish a new contract with a financially secure financial institution that best meets the needs of the City and offer s the highest quality of service at the lowest overall cost. The City wishes to create efficiencies, make improvements where possible, and take advantage of new technologies.

The City Treasurer is soliciting proposals f or banking services from all qualified financial institutions with at least one f ull-service branch located in Anaheim.

Interested financial institutions, whether previously contacted, or not, are invited to submit proposals in accordance with the conditions and dates outlined in this Request for Proposal (RFP).

1.02 Background
The City of Anaheim is the oldest in Orange County, and the tenth largest City in the State of California . The City is known worldwide as a center for entertainment, tourism and convention activities. General information regarding the City of Anaheim is as follows:

Date of incorporation December 6, 1876
Type of government Charter
Form of government Council/Manager
Area 55 square miles
Population 348,467
Total General Fund budget $226 million
Total City budget $1.46 billion
Number of employees 1,832 full-time; 1,279 part-time

The City of Anaheim is a full service city providing a wide range of public services.

These services include: police and fire protection; a convention center ; building safety regulation and inspection; land use planning and zoning; public works; housing and community development; a full range of recreational and cultural programs including six l ibraries and t wo golf courses ; and its own public utility providing both electric power and water throughout the City.

The City also handles the management and financial functions for the Anaheim Housing Authority , the Metro Cities Fire Authority and the Orange County -City Hazardous Material Emergency Response Authority. The accounts for these t hree (3) authorities must be kept as separate demand deposit accounts.

The City uses the AMS Advantage Financial Management system for purchasing, accounts payable, accounts receivable, accounting, and financial reporting. AMS Advantage HRM is used for payroll.

City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 4 The City is currently contracted with Elavon for merchant bankcard services; Sectran Security for armored transport services; and Bank of America for purchasing card services. These services are separate from banking services for the purpose of this RFP.

1.03 Current Banking Structure
The City currently uses one primary Master Account, fed by three ( 3) Sub-Accounts used for electronic deposit activity, three ( 3) other Zero -Balance Accounts (ZBA) used for check writing activity, and three ( 3) additional accounts used for various specialized purposes.

Master Account – Deposit activity includes all branch, cash vault, cash letter, check 21, and non-utility credit card deposits. In addition, this account is used for all incoming and outgoing internet ACH transactions, a s well as incoming and outgoing wires, book transfers and LAIF transfers. Change orders are also processed t hrough this account, as well as payroll direct deposit payments.

Utilities Sub -Account – Used exclusively to track electronic payments (credit cards, e-pay, interactive voice response, etc.) remitted from utility customers.

The daily activity automatically rolls up into the Master Account.

Receivables Manager Sub-Account – Used exclusively for commercial

utility
customers to remit their payments via ACH. The daily activity automatically rolls up into the Master Account.

ACH Transient Occupancy Tax Remittances Sub -Account – Used exclusively for hotels to remi t their TOT payments via ACH. The daily activity automatically rolls up into the Master Account.

Controlled Disbursements ZBA – Used for all accounts payable checks.

General Check ZBA – Used for checks issued for payroll, utility refunds, risk management / workers compensation, and homeless prevention rental assistance. Each department’s checks are differentiated or segregated by their own unique assigned check number sequence.

Convention Center Settlement ZBA – Used exclusively for settlement checks issued by the convention center.

Disney Utility Account – Used exclusively as an e-pay solution for Disney to remit utility payments.

HUD 108 Loan Repayment Account – Used twice per year, for one electronic debit and one electronic credit.

HUD 108 Guaranteed Loan Funds – Used twice per year, for one electronic debit and one electronic credit.

City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 5 In addition, there are five (5) other demand deposit accounts that are maintained separately from the City accounts noted above. These accounts are as follows:

City of Anaheim Police Department – Used for occasional incoming wires, book transfers, and withdrawl activity.

Metro Cities Fire Authority – Activity includes branch deposits; incoming and outgoing wires, book transfers and LAIF transfers; and check writing.

Orange County -City Hazardous Material Emergency Response Authority – Activity includes branch deposits; incoming and outgoing wires, book transfers and LAIF transfers; and check writing.

City of Anaheim Supplemental Law Enforcement – Occasional activity includes branch deposits, outgoing wires, and check writing.

Anaheim Housing Authority – This account, currently with Union Bank, is dedicated solely for the U.S. Department of Housing and Urban Development (HUD) Section 8 rental assis tance program. Approximately $74 million in activity is run through this account annually. The monthly activity includes deposits from HUD, and approximately 1,600 checks and 800 ACH payments to property owners and tenants. The bank must execute a HUD -approved general depository agreement (see Appendix E) and per HUD regulations, the account must be interest bearing.

1.04 Scope of Services
Reference Appendix G for historical volumes compiled from 12 months of account analysis statements.

A. General Requirements: The City requires that the bank have a local branch network in order to meet the organization’s cash management needs.

Requirements include:

1. The bank must be a Federal or State of California chartered commercial banking institution with at least one full -service branch located within Anaheim.

2. The bank must be a qualified depository for public funds pursuant to the applicable State of California codes. All balances must be fully collateralized through the pool collateral system required under the State of California Financial Code Section 53630 et. seq. The bank must also be FDIC insured.

3. The bank must execute a HUD -approved general depository agreement (see Appendix E).

4. The bank must establish enough demand deposit accounts to meet the current and any future banking requirements of the City and maintain accurate records of activity in those accounts.

5. At least one account for the Housing Authority must be an interest bearing account to comply with HUD regulations.

City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 6

6. The bank must fulfill orders for currency and coin through the City’s courier.

7. The bank is to establish approval of “daylight overdrafts” of an amount sufficient for the City’s needs.

B. Deposit Services: The City collects approximately 28,350 checks per month (340,200 checks per year), and approximately $1.9 million in currency and coin per month.

Nearly 99% of all monies collected within the City are physically routed from multiple locations to the City’s Collection s division located at Anaheim West Tower (201 S. Anaheim Blvd., Anaheim, CA 92805), and the Collections division is responsible for processing and preparing the deposits to the bank .

Beginning in September 2011, all checks processed by the Collections division are deposited via Check 21 using an NCR 7780 with Itemage Software (Creditron). Daily (M-F) cash and occasional pre- encoded check deposits are remitted to the bank via armored transport in secured deposit bags. Separate coin bag deposits occur up to six (6) times a year averaging $500 per shipment.

The remaining 1% relates to monies collected at the Convention Center. Daily (M-F) c ash and check deposits are prepared by three (3) different locations within the Convention Center (accounting, parking, and box office) and are remitted to the bank via armored transport in secure deposit bags.

Required services include:

1. The ability to accept multiple Check 21 file submissions using our current payment processing software.

2. Process the deposits of cash, and a few checks both at local bank branches or vault locations.

3. Differentiate the deposit location with deposit reconciliation.

4. Image deposited items.

5. Provide online access for deposit reconciliation including images of deposited items.

6. Provide online and email notification of deposit issues within 24 hours.

C. Disbursement Services: The City issues a total of approximately 3,400 checks per month from three (3) Zero-Balance Accounts. Positive pay services and check reconcilement services are used on all three (3) accounts.

- Approximately 1,800 Accounts Payable checks (53%) are issued through a Controlled Disbursement account.
- Approximately 1,600 checks (47%) for payroll, utility refunds, risk management / workers compensation, and the homeless prevention rental assistance program are issued through one consolidated general account, with each department’s checks differentiated or segregated by their own unique assigned check number sequence (sub-accounting.) - Approximately 3 checks per month are issued by the Convention Center through their own settlement account.

City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 7 Each department issues checks on a weekly basis, with positive pay data transmitted to the bank at the time of the check run. Due to the varying schedules established by each department, positive pay data is transmitted to the bank almost daily.

The City currently receives a CD ROM for copies and images of paid items.

Payroll is processed bi -weekly. Approximately 87% of employees receive direct deposit of their pay. However, approximately 400 employees still receive checks. To accommodate these employees, the City requires that it s banking partner cash payroll checks at no charge to the employee.

Separately, the Anaheim Housing Authority issues approximately 1,600 checks per month. Positive pay and check reconcilement services are used on this account. Also, Metro Cities Fire Authority and Orange County -City Hazardous Material Emergency Response Authority issue approximately 330 and 40 checks per year, respectively. Positive pay services are used on both of these accounts.

Required services include:

1. Provide positive pay services with online transmission of check details.

2. Provide positive pay exception item review and correction online.

3. Provide online stop payment services.

4. Provide CD-ROM of paid/cleared check images (front and back), in addition to any alternative electronic archival system used by the bank.

5. Provide online access to cashed check images.

6. Cash payroll checks at no charge to the employee.

D. Electronic Transfer of Funds: The City processes approximately 930 ACH Credits and 15,800 ACH Debits each month, which includes the bi -weekly direct deposit of payroll. A small number of w ire transfers are also received (approximately 50) or executed (approximately 50) each month, including some international wires.

In addition, the Anaheim Housing Authority receives a small number of monthly Section 8 program funding deposits from HUD, and issues approximately 800 ACH payments (Debits) each month to property owners and tenants.

Required services include:

1. Accept and send ACH transactions.

2. Accept ACH payment files from 3
rd

3. Accept online payments for the utility and accounts receivable invoices, and remit to the City in an acceptable format for download/import into the current cash receipt system (AS400 SunGard Systems).
parties.

4. Provide ACH debit blocking services.

5. Provide a secure electronic method to initiate intra-bank transfers.

6. Provide a secure electronic method with dual authorization for wiring funds.

City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 8 E. Reporting: The City requires access to daily balances and transaction reporting information. The City requires access to prior day reporting including ledger balance, available balance, and summary and details of credits/debits posted. Current day (intra -day) reporting requirements include, but not limited to, details of electronic debits and credits, wire transfer activity, controlled disbursements, and ACH receipts.

Required services include:

1. Provide online balance reporting services.

2. Allow approximately 25 City employees with different levels of authorization to access the bank’s online reporting system.

3. Provide account reconcilement services for disbursements (full, partial or positive pay, depending on account).

4. Provide monthly activity statements and reports for all accounts by the 10 th

5. Provide a detailed monthly account analysis statement for each individual account and a consolidated statement showing charges for all account services.

day of the following month.

6. Provide “benchmarked” activity reports and scoring versus service level commitments.

F. Bank Balances: During the past year, the City maintained an average collected balance of $696,000. Balances have fluctuated throughout the year from $403,000 to $1.5 million. (A one- time holiday closure of City Hall during the month of December 2010 resulted in an average collected balance of $9.9 million; however, similar closures in the future are
not

expected.) Balances are
currently used to offset service fees. In the future, available balances may be used to cover bank charges.

Required services include:

1. Collateralize all collected balances, in excess of balances insured by the FDIC, as required by Sections 53530 et. seq. of the California Government Code.

1.05 Contract Term
The Department intends to enter into an Agreement with a financially secure financial institution for a five (5) year period, renewable for five (5) additional periods of one (1) year each. The decision to renew the contract will be at the sole discretion of the City. The Agreement would be subject to termination, without cause, by either party upon ninety (90) days written notice or immediately for cause.

The City requires fixed pricing for the first five (5) years of the contract. If the vendor intends to revise its fee schedule after the initial 5 year period, it must give written notice to the City 90 days in advance of any fee change. Fees may be changed only on the contract anniversary date. These fees are subject to negotiation and approval City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 9 by the City and may not exceed the annual consumer price index -urban (CPI-U) for the West census region for the most recently available 12 month trailing period.

1.06 RFP Schedule, Deadlines and General Requirements
The City will make every effort to administer the proposal process in accordance with the terms and dates outlined in this RFP; however, the City reserves the right to modify the activities, timeline, or any other aspect of the process at any time and as deemed necessary by City staff.

A. Schedule of Proposal:

Issue RFP January 11, 2012
Written Questions due from Banks January 24, 2012
Pre-proposal Conference January 31, 2012
Proposal Due Date February 24, 2012
Finalists Interviews/Presentations March 20 – 30, 2012

B. Intention to Submit Proposal: If your institution is interested in receiving updates to this Request for Proposal, including responses to submitted questions from all participating firms, please complete Appendix A: Intention to Submit a Proposal. This will allow the City to provide timely information to interested parties.

C. Submission of Written Questions: All questions about the RFP shall be submitted by e- mail before 4:00 p.m. Pacific Standard Time on January 24 , 2012 to:

Lenette (Ball) Wardinski, Principal Accountant
[email protected]

Proposers may not

contact any City of Anaheim official, employee,
vendor, or customer to gather information about this RFP. All questions about the RFP must be submitted per the instructions above. Violation of these rules will result in disqualification from the RFP process. In addition, your financial institution may be excluded from bidding on any future proposals for banking services with the City of Anaheim.

D. Optional Pre-Proposal Conference: The City will hold an optional pre -proposal conference on January 31 , 2012 at 10:30 a.m. Pacific Standard Time. The conference will be held in the 9
th

Floor Large Conference Room located at 201
S. Anaheim Blvd., Anaheim, CA 92805. The City will answer any additional follow-up questions at this time. No questions or inquiries will be allowed after the pre-proposal conference.

E. Preparation of Proposal: Careful attention must be paid to all requested items contained in this Request for Proposal. Please read the entire package before bidding. In addition, the City of Anaheim’s General Conditions for RFPs is included in Appendix F.

City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 10 Each proposal shall be prepared simply and economi cally avoiding the use of elaborate promotional materials beyond what is sufficient to provide a complete, accurate, and reliable presentation. For ease of review, the proposals must

follow the outline in Section 1.11 of this RFP.

Each response should b e clearly numbered and the full question listed. Each page of the proposal must be sequentially numbered.

F. Submission of Proposals: P lease submit one (1) original plus five (5) copies and two (2) electronic copies (CD -ROM or USB drive) of the final response/proposal by 4:00 p.m. Pacific Standard Time, on February 24, 2012 to the address listed below. E-mail and faxed responses are not accepted.

It is the sole responsibility of the submitting firm to see that its proposal is received before the submission deadline. Any proposal received after the scheduled deadline for receipt of proposals will be rejected. No corrected or resubmitted proposals will be accepted after the proposal submission deadline.

RFP Contact:

Lenette (Ball) Wardinski
E-mail:

[email protected]
Phone: 714.765.5070

RFP Address:

City Treasurer
Anaheim West Tower, 9th
Attn: Lenette (Ball) Wardinski
Floor
201 S. Anaheim Boulevard, Suite 901
Anaheim, California 92805

Phone: (714) 765-5070

G. Time and Location of Proposer’s Interviews and Presentations: The City intends to invite selected financial institutions to meet with the evaluation team during the period March 20 through 30, 2012, at no additi onal cost to the City.

The short list of respondents, as determined by the evaluation process, will be notified and invited to participate.

H. Effective Period of Proposal s: P roposals must state the period for which the proposal shall remain in effect (i.e. how much time does the City have to accept or reject the proposal under the terms proposed.) Such period shall not be less than 180 days from the proposal due date.

I. Bid Reservations: Notwithstanding any other provisions of this RFP, the City reserves the right to award this contract to the financial institution that best meets the requirements of the RFP, and not necessarily to the lowest cost Proposer. Further, the City reserves the right to reject any or all bids, to award in whole or part, and to waive minor immaterial defects in bids. The City may consider any alternative bid that meets its basic needs.

City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 11 J. Contract Negotiations: After a review of the proposals, and in- person presentations, the City intends to enter into contract negotiations with the financial institution selected as best meeting the City’s needs. These negotiations could include all aspects of services and fees. If a contract is not finalized within a reasonable period of time, the City will open negotiations with the next ranked firm.

K. Award of Contract: The selected firm shall be required to enter into a written contract with the City in a form approved by legal counsel for the City. This RFP and the proposal, or any part thereof, may be incorporated into and made a part of the final contract. The City reserves the right to negotiate the terms and conditions of the contract with the selected Proposer.

L. Disposition of Proposals: All materials submitted in response to this RFP will become the property of the City. All information submitted is considered public for disclosure purposes.

M. Costs Incurred in Responding: This solicitation does not commit the City to pay any costs incurred in the preparation and submission of proposals or in making necessary studies for the preparation thereof, nor to procure or contract for services.

N. Assignment: The successful proposer shall not assign, transfer, convey, or otherwise dispose of the contract, or right, title of interest, or power to execute such a contract to any person, firm, or corporation without the previous consent in writing by the City of Anaheim.

O. Causes for Termination: Causes for termination of the agreement may include any of the following: Failure to promptly and faithfully provide the services required at the prices indicated in the Proposal; violation of any law governing any public government depositories; failure to cooperate upon receiving any reasonable request for information or service; or improper actions of the officers or employees, which in the opinion of the City, would adversely affect its interest, or endanger the structure of the banking institution such as a spin off or merger which materially affects the terms of this agreement. The Agreement would be subject to termination, without cause, by either party upon ninety (90) days written notice or immediately for cause.

1.07 Certificate of Insurance/Indemnity Clause
The Agreement between Anaheim and the successful Proposer will contain Anaheim’s standard insurance provisions for Agreements of this type. This language is set forth in Appendix B.

The Agreement between Anaheim and the successful Proposer will contain Anaheim’s standard indemnification provisions for A greements of this type. This language is set forth in Appendix C.

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January 2012 City of Anaheim: RFP City Treasurer Banking Services 12

1.08 Non-Collusion Clause
The Contractor agrees to sign a non- collusion affidavit to be executed by the bidder and submitted with the bid. The non-collusion affidavit will be included as part of the bid documents. See Appendix D.

1.09 City’s Requirement for Business License
During the term of the Agreement , the Contractor shall obtain and keep in full force and effect, all business licenses required by the City. For additional information regarding the applicability of the City’s business licenses, contact the Business License Division at (714) 765-5194.

1.10 Evaluation Factors for Award

Any award made pursuant to this RFP will be based upon the respondent’s proposal with appropriate consideration given to functional, technical, business, cos t, and management requirements. Written proposals that satisfy all requirements specified in this RFP will be evaluated. The intent is to assess the ability of the respondent to provide banking services and its associated requirements , and whose services best meet the needs of the City. The Department may request additional information from any of the firms submitting proposals. The following criteria will be used in evaluating proposals and in the selection of a financial institution (not in priority order):

Criteria

1. Compliance with the requirements of this RFP and quality of proposal.

Completion of all required responses in the specified format.

2. Operational requirements such as: understanding the needs and requirements of the City, as set forth in this RFP; scope and services offered including degree of automation; and bank and branch locations.

3. An example of the respondent’s ability to deliver the indicated service in accordance with the specifications set out in this RFP.

4. Firm experience, including t he respondent’s stability, resources, qualifications, and relevant experience and/or record of past performance in implementing and delivering such services to local governments with like-kind operations located within the State of California.

5. Availability of sufficient high quality respondent’s personnel with the required skills and experience for the specific approach proposed.

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January 2012 City of Anaheim: RFP City Treasurer Banking Services 13

6. Financial strength of the proposing institution, and adequacy of financial controls and protection against loss.

7. The quality and scope of the proposed conversion, implementation and transition plan, and the value of any new product or service suggestions or other new ideas and enhancements.

8. Respondent’s acceptance of the City’s contractual terms and conditions, as applicable.

9. Overall cost of respondent’s proposal.

After an evaluation of all proposals, the City will invite selected financial institutions to meet with the evaluation team. As part of the RFP process, you may be required to present your company’s ability to provide banking services at the Anaheim West Tower located at 20 1 S. Anaheim Blvd., Anaheim, California, 92805. The presentation allows you to demonstrate your services and to give the City a better chance to evaluate your capabilities in detail. Scores will be reassessed after this onsite presentation.

Onsite Presentation

Costs
Proposed costs will be firm for a period of 180 days from the RFP due date.

Although the compensation proposed by respondent will be a factor in evaluating proposals, the Agreement will not necessarily be awarded to the respondent with the lowest proposed cost. Pursuant to City of Anaheim Council Policy Number 4. 1, technical consultant services are of a professional nature and do not readily fall within the competitive bidding proc ess. Technical consultants will be individually selected for a specific project with the objective of selecting the most qualified contractor at a fair and reasonable cost. Contractors proposals will be evaluated based upon: the ability to perform the specific tasks outlined in the RFP; the qualifications of the specific individuals who will work on the project; the amount and quality of time key personnel will be involved in their respective portions of the project; the reasonableness of the fee requested to do the work; the demonstrated record of success by the Contractor on work previously performed for the City , if applicable, and for other municipalities or enterprises; and the specific method and techniques to be employed by the Contractor on the project.

At any time, the City, at its discretion and without explanation to the prospective financial institutions, can choose to discontinue this RFP without obligation to such prospective financial institutions.

Selection Process
To facilitate a fair and equitable evaluation and selection of the most responsive proposal, all respondents must adhere to the format specified in the RFP Instructions. All responses to this RFP become the property of the City of Anaheim.

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January 2012 City of Anaheim: RFP City Treasurer Banking Services 14 Proprietary Information

. The master copy of each proposal shall be retained for official files and will become public record after the award of a contract unless the proposal or specific parts of the proposal are exempt from disclosure under applicable law. Each Proposer may clearly label part of a proposal as "CONFIDENTIAL.” All information the Proposer wishes to remain confidential must be submitted as a separate attachment from the remainder of the Proposal, in a sealed envelope clearly marked "CONFIDENTIAL," with each page so marked. If, pursuant to the California Public Records Act or the Federal Freedom of Information Act, a records request for such labeled information is received by the City, the City will notify the Proposer of the request and delay release of such information unti l seven working days after notification to the Proposer, in order to allow Proposer sufficient time to seek an order from a court of competent jurisdiction enjoining the City’s release of the requested information. Absent such court order, the City will release such information as required by law.

1.11 Submission of Proposal - Content and Format
In order for the City to be able to adequately compare and evaluate proposals, all proposals must be submitted in accordance with the format detailed below.

Cover Letter and Executive Summary

The letter/summary should designate the proposing bank, the business address of where the relationship will be housed, and be signed by authorized bank officers.

The letter/summary should address the bank’s willingness and commitment to provide the proposed services to the City and why the bank believes it should be selected. No pricing information should be included in this section.

Tab A – Table of Contents

A listing of all materials included in the proposal identified by sequential page number and section reference number should follow the RFP format.

Tab B – Bank Profile, Qualifications and Experience

1. Provide a general overview and brief history of your org anization, including customer service philosophy, parent and/or subsidiary companies , and the number of employees.

2. Provide the address of the primary office and/or branch location that will service the account and where the City will conduct its banking business.

3. Describe the bank’s direct experience in providing similar services for other governmental agencies, specifically local government agencies located in California. Please include the number of public agency clients, the dollar amount of public funds on deposit, the types of services offered, and the bank’s knowledge of and adherence to the California Government Code.

4. Complete the following table with the current credit ratings by Standard & Poor’s Rating Services and Moody’s Investor Services. If the Proposer is not rated by these rating organizations, provide other evidence of the institution’s financial strength.

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January 2012 City of Anaheim: RFP City Treasurer Banking Services 15

Firm / Bank

Standard & Poor's Rating Moody's Investor Services

Short-Term Unsecured
Senior Debt

Long-Term Unsecured
Senior Debt

Bank Holding Company

Standard & Poor's Rating Moody's Investor Services

Short-Term Unsecured
Senior Debt

Long-Term Unsecured
Senior Debt

5. Discuss the firm’s current capital structure, adequacy, and coverage. If applicable, provide the firm’s risk -based capital classification (Well Capitalized, Adequately Capitalized, Under Capitalized, significantly Undercapitalized).

6. Include an electronic copy of the most recent audited annual financi al statement and the latest 10-k report with the proposal.

7. If the firm received funds under the Troubled Asset Relief Program, detail the amount received. What is the history of repayments to date? Does your bank still have outstanding funds from this program? If so, why?

Tab C – Personnel

1. Provide the name, title, address, phone number, fax number and e- mail address of the primary contact person(s) assigned to this account.

2. Describe your firm’s policy on changing the primary contact person on an account.

3. Name the individuals who will work with the City on a day -to-day basis.

Information should include:
a. Identify what each person’s role and responsibilities will be. b. Biographical information.
c. Experience working with governmental agencies.
d. Number of years experience in this field.
e. Number of years with your firm.

4. Will a specific customer service representative or a customer service department be assigned to handle day-to-day transactions for the City? City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 16 a. Describe the responsibilities of the customer service personnel, including the chain of command for problem resolutions.
b. Is local customer service support available at the bank’s local branches? c. If an error is discovered by the City, how would you propose to resolve it (i.e. who should the City contact first, etc.)?

Tab D – References

1. Please provide at least three (3) references that are of similar size and scope of service utilization as the City, preferably local government agencies located in California.

Contact Name: ___________________________________
Title: ___________________________________
Name of Customer: ___________________________________
Address: ___________________________________
Telephone Number: ___________________________________
Fax Number: ___________________________________
# of Years as Customer: ___________________________________ Services Utilized: ___________________________________

2. How many public sector clients , both within and outside of California , have terminated services in the last three years?

Tab E – Collateralization of Deposits

1. Confirm that the financial institution is a qualified depository for public funds pursuant to California Government Code Section 53648, and please detail the bank’s procedures for collateralizing the deposits of public funds. a. What types of securities are used as collateral?
b. Which bank department is responsible for tracking deposits and monitoring collateral?
c. What is the bank’s current level ($ amount) of public funds deposits and the related collateral?
d. What is the frequency of reporting to the State Treasurer’s Office?

2. Please include a copy of the Bank’s Contract for Deposit of Moneys in the Section.

Tab F – Deposit Processing

1. Provide a map or table showing the location of the bank’s branches located within the City of Anaheim.

2. Please provide the address and distance of the two (2) closest branches to 201 S. Anaheim Blvd, Anaheim, Ca. 92805. Pleas e provide the name and telephone number of the branch managers at these two locations.

3. For deposits collected and transported by armored car, what bank location do you propose for the City’s armored car to deposit funds for processing?

4. Can a unique deposit identification number be used on deposit tickets to identify the deposit location for reconciliation purposes? Can the bank identify deposit tickets on summary reports?

5. What is the cutoff time for deposits at the bank’s local branch and at the bank’s operations center to ensure same day credit?

6. What is the cutoff time for Check 21 deposits to ensure same day credit? City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 17

7. Please describe the bank’s cash deposit requirements. How should the cash deposits be bundled? The Police Department, on occasion, collects contaminated money. What special procedures would be necessary?

8. What type of deposit bags does the bank allow/require? Does the bank provide these bags? Does the bank charge a fee for these bags? Are there any restrictions on deposit bags provided by the customer?

9. Can checks, currency, and coin be included in the same deposit?

10. The City employs full videotaped dual custody in preparing deposits. e. How are deposits credited?
f. Are items immediately verified?
g. If provisional credit is given, when does verification take place? h. How does the bank handle any deposit discrepancies?
i. If the bank corrects a deposit, how will the City be informed of this change?
j. Is there a threshold for deposit discrepancies before notifying the City? k. Does the bank use videotaping and dual custody for all deposits at the branch and operations center?
l. How does the bank substantiate its decisions in the case of discrepancies?
m. Can the City view the bank’s video records?

11. Please describe the bank’s change order procedures. a. Can separate location codes be used so that the City can track who ordered money?
b. Can the bank provide the City’s Convention Center with used bills for its change orders?

Tab G – Check 21

1. The City is currently using an NCR 7780 with Itemage Software (Creditron) for Check 21 processing. Describe the bank’s ability to process checks via Check 21, including any accommodations the bank would need to make related to the City’s existing hardware/software. Identify additional costs associated with this accommodation, if any.

2. The five (5) collection windows at the front counter of the Collections division located at Anaheim West Tower are not currently set up for point -of-sale Check 21 processing. The City is interested in implementing point-of-sale Check 21 processing at these window terminals, plus at an additional eight (8) to 10 other locations elsewhere in the City. What course of action would the bank recommend for this expansion? What equipment would the bank recommend? What is the price for this equipment?

Tab H – Returned Item Processing

1. Please describe the bank’s returned item handling procedures and notification options.

2. Can returned items be automatically redeposited? If so, how many times?

3. Does the bank offer any options that may increase the collection of NSF checks?

4. Can the bank provide a detailed return item transmission to the City? Can this report identify the payer’s name, depositing location, deposit date, and the type of item being returned?
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January 2012 City of Anaheim: RFP City Treasurer Banking Services 18

5. Can the bank provide online access to electronic images (front and back) of returned items to the City? How soon after an item is returned can these images be accessed?

Tab I – Electronic Business Payments to the City

1. Do you offer any specialized solution that enables the City to receive e- transactions with supporting remittance i nformation to update the City’s accounting system for corporate and government customers? Please describe.

2. Is this a proprietary bank product or an industry clearing mechanism? If it is proprietary, how are businesses making payments to the City enrolled?

3. What remittance detail is available for payments made to the City?

4. If the City’s bank account information changes, how will payments be redirected to the new account? Will individual businesses have to be notified of the account change?

Tab J – Availability of Deposits

1. How does the bank determine and calculate availability of deposited items?

2. Does the bank give immediate availability for on-us items?

3. Does the bank calculate availability by item or by formula?

4. Provide a copy of the availability schedules the bank proposes to use for the City. Is this the best schedule offered to any customer? If not, quantify the difference and explain how the City may obtain the bank’s best availability schedule. Describe the extra charge, if any, for obtaini ng the bank’s best availability schedule.

Tab K –Controlled Disbursement

1. Describe the bank’s ability to provide controlled disbursement services.

2. How many controlled disbursement sites do you operate? What site would you propose for the City of Anaheim?

3. What are the average daily total dollars and total items presented to the bank’s proposed controlled disbursement site?

4. At what time will the City be notified of presentment items? Specify 1 st and
2nd

5. What is the average percentage of the final presentment available at the 1 presentment times.
st

presentment time?
Tab L – Positive Pay

1. Please describe the bank’s Positive Pay and Payee Positive Pay services and what is recommended for the City’s consideration. Please provide copies of sample reports.

2. Describe any specified transmission methods required by the bank?

3. What is the deadline for the transmission of check data or issuance information to the bank?

4. How frequently can transmission files be uploaded to the bank for the issuance of additional checks, and/or recently voided items? Is there a limit to the number of files per day?
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January 2012 City of Anaheim: RFP City Treasurer Banking Services 19

5. Does the bank offer the ability to manually enter single check disbursements used during the day? Please describe.

6. How will the City be notified of exceptions or rejected item s? What is the procedure and timeline for paying or returning exception items?

7. Does the bank provide online check imaging so that the City could review exception items electronically?

8. Will stale-dated checks be reported as exception items?

9. Is Teller Posit ive Pay available? How long does it take for check data and issuance information to be available to tellers?

Tab M – Stop Payments

1. How are stop payment orders placed? Can stop payments be placed online?

2. Are stop payment requests effective immediately? If not, how long does it take for a stop payment request to be effective?

3. How long will the stop payment remain in effect? Are there different term options?

4. Can stop payments be automatically renewed? If so, for how long? Is there an associated fee for each renewal?

Tab N – Wire Transfer Processing

1. Describe the process of initiating wire transfers.

2. Can wire transfers be initiated online? If so, please describe the system’s security features. Can varying degrees of authorization be set, such as multiple authorizers, maximum dollar amounts, etc.?

3. Does the bank offer its customers dual control release options (secondary approval levels) for electronically initiated transfers? If so, please describe.

4. What is the cut-off time for same-day wire transfers?

Tab O – ACH Processing

1. Describe the process for initiating ACH payments.

2. What ACH file transmission options are available?

3. Can 2 separate files be transferred on the same day?

4. What are the transmission deadlines for ACH files?

5. What is the earliest day and time that the files can be transmitted? Do you warehouse early file transmissions?

6. Can ACH payments be initiated online? If so, please describe the system’s security features.

7. What are the cut-off deadlines for ACH payments initiated online?

8. How and by what method are customers notified that a transmission was successful in order to validate the credit totals transmitted? How soon is this provided after transmission?

9. What type of security measures are in place to ensure a secured website for direct deposit transmissions? Would this require a special software?

10. How are returned and rejected ACH transactions handled? What information does the bank provide to assist in identifying returned and rejected ACH transmission? When is this information available?

11. Is your bank planning to opt -in and participate in processing same- day ACH debits?

12. Please describe your bank’s ability to block unauthorized ACH debits.

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January 2012 City of Anaheim: RFP City Treasurer Banking Services 20

13. If the bank provides ACH debit blocking, what level of filtering can be applied?

14. Does the bank offer ACH Positive Pay (ability to make pay / no pay decisions on unidentified ACH transactions)?

15. Does the bank offer Universal Payment Identification Codes (ability to mask visible account numbers to reduce the risk of unauthorized direct debits)?

16. Does the bank offer any disaster recovery solutions that can aid in processing payroll if the City is unable to transmit data to the bank?

Tab P – Intra-Bank Account Transfers

1. Describe the process of initiating an intra-bank account transfer.

2. Does the bank offer its customers dual control releas e options (secondary approval levels) for electronically initiated transfers? If so, please describe.

3. What is the cut-off time for same-day intra-bank account transfers.

Tab Q – State Activity / LAIF

The City and the Redevelopment Agency transact State of California Local Agency Investment Fund (LAIF) transfers periodically , and receive State electronic payments.

1. Is the bank an approved State of California depository?

2. Please describe the LAIF transfer process. Can transfers be done by telephone, e-mail/fax, wire transfer, etc.?

3. What is the charge per transfer to LAIF? From LAIF?

4. Does the bank have an office in Sacramento that maintains a direct DDA banking relationshi p with the State Treasurer’s Office and the State Controller’s Office?

Tab R – Implementation Plan and Costs

The City requires a smooth and low -cost transition to a new bank or to enhanced services with its existing bank.

1. Please describe the bank’s plan to implement the proposed services and to ensure a smooth, error-free conversion.

2. Please detail all costs associated with the conversion of all the new services.

3. What size conversion allowance will the bank provide to the City? Please state a specific dollar amount. The City’s check supplier is Safe Checks, Inc. and the City requires that at least a one- year’s supply of deposit slips, with unique location identifiers, and checks are provided at no cost. Separate check stock, with unique numbering sequences, is used by each of the five (5) departments that write checks (accounts payable, payroll, utility refunds, risk management / workers compensation, and the homeless prevention rental assistance program.) In addition, check stock is needed for the four (4) separate accounts used by the Convention Center, Anaheim Housing Authority, Metro Cities Fire Authority , and Orange County -City Hazardous Material Emergency Response Authority.

4. Indicate the bank’s plans for educating and training City employees in the use of your firm’s systems. Will the bank provide on- site training for City personnel for all of the services needed?
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January 2012 City of Anaheim: RFP City Treasurer Banking Services 21

5. Please provide a contact list of local government clients (preferably in California) that have transitioned from another bank to your bank.

Contact Name: ___________________________________
Title: ___________________________________
Name of Customer: ___________________________________
Address: ___________________________________
Telephone Number: ___________________________________
Fax Number: ___________________________________
Date of Transition/Implementation ___________________________ Services Utilized: ___________________________________

Tab S – Statements, Documents and Reconciliations

1. How soon after the cut-off date are the following items ready?

Online By Mail

Bank Statements

CD-ROMs

Partial Reconciliation
Information

Full Reconciliation Information

Positive Pay Information

2. Describe the process of locating a cancelled check on CD -ROMs. What types of indexing capabilities are available to locate checks from prior months?

3. Are electronic images stored on the bank’s online reporting system? If so, how does the bank charge for t hese services (per item viewed / per item loaded)? Is there a difference in price for deposited items versus disbursement items?

4. How long are electronic images for deposited and disbursement items stored on the reporting system and available for customer access?

5. Please describe how reconciliation data is transmitted to the City.

Tab T – Balance Reporting

The City currently accesses daily balance reporting information through Windows - based personal computers, both in the office and at our homes.

1. Please describe the bank’s online information reporting system and the types of reports that are availble. Include sample reports that would be the best example of the system’s capabilities.

2. How will the City access the reporting system? Is this available through the internet?

3. Can the bank limit access to the bank’s online system to known City and selected other IP addresses?

4. Are there any limits on the number of the City users that could have access to the bank’s online website? (Approximately 25 employees have online access City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 22 to the current system.) What levels of authorization (i.e. accounts viewed, transaction capabilities, etc.) can be permitted or turned off for individual users?

5. What current day (intra-day) information is available through the reporting system?

6. Are there differences in information available for current day and previous day reporting? If yes, please describe.

7. Does the bank’s deposit reporting system report electronic transactions (i.e.

ACH, wire, etc.) as well as paper documents?

8. What time (assuming Controlled Disbursement is not used) will the bank be able to report the total amount of the day’s check disbursements to the City?

9. Can electronic reports be custom -tailored for the end user ? Is there an additional charge?

10. How many business days of balance history are stored on the reporting system for previous day reporting? If there are differences in information available for current day and previous day reporting, how many business days of balance history are stored on the reporting system for current day reporting?

Tab U – Earnings Credit Rates

1. Does the City have the option of compensating the bank on either a fee or balance basis? Is the price the same for either option? If not, what is the difference?

2. How is your bank’s earnings credit determined, adjusted, and applied? Please include in the explanation the impact of the bank’s reserve requirement, the formula for converting service charges to balance requirements.

3. What time frame does your bank use when revi ewing balances for deficiency or excess (e.g. rolling 12- month average, calendar quarter, calendar year, monthly, etc.)?

4. Can excess earnings credit be carried over to a subsequent billing period? If so, how many periods?

Tab V – Account Analysis Statements

1. Please provide a sample analysis statement. How soon after month -end is the analysis statement mailed? Can the account analysis be obtained in Excel format? Can the Association for Financial Professionals (AFP) Service Codes be included on the analysis statement?

2. Will the bank pass on the FDIC or FICO charges to the City? If so, what is the current charge for an entire year on a $1,000,000 balance? How is this charge computed?

Tab W – End-of-Day Overdrafts

1. What are the fees and interest charges associated with overdrafts? How are these charges calculated?

2. Is there a fee per check or per occurrence when there is an overdraft? City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 23

3. Is there a daily cap on fees?

Tab X – Daylight Overdrafts

1. Describe the bank’s policies concerning daylight balance overdrafts. Indicate whether this is applied to each individual account or across all accounts of a client relationship.

2. Does the bank establish and intra -day limit per account or per customer? How flexible can the bank be in setting a limit appropriate for the City?

3. Is wire transfer processing stopped when the intra -day limit is reached? Please explain the procedures.

4. Please explain any charges associated with daylight overdrafts? If the bank incurs a daylight overdraft charge from the Fed, will it pas s this charge on to its customers? If so, how (e.g. intra- day loan, daylight overdraft facility fees, etc.)? How is the charge allocated among customers.

Tab Y – Employee Banking

1. Will the bank cash the City’s payroll checks without charge to either the City or check payee? If not, what is the charge? Is a check cashing agreement required? If yes, please include a copy.

2. Please describe in detail any banking services you might propose to provide to the City’s employees. Would employees have to enroll in direct-deposit in order to receive these services? Please include any marketing literature you would provide to new or existing employees about your services.

Tab Z – Business Continuity and Control

1. Describe your bank’s business continuity plan as it applies to:
a. Local bank/branch access failure
b. Regional bank resources for reporting, access to accounts, and access to funds
c. National (if applicable) bank resources for reporting, access to accounts, and access to funds

2. Describe the electronic and/or manual system used to provide the proposed services along with backup and recovery capabilities. Who would the City contract to initiate day -to-day banking transactions if online capabilities and functionality are temporarily unavailable?

3. Describe the bank’s security procedures for its information reporting system, both for access and information protection.

4. Describe the types of insurance and bonding carried.

5. Describe any current or prior professional or personal relations between your firm and any member of the City Council or City staff, or with a company owned or affiliated with any of those individuals during the past five years that might represent an actual or perceived conflict of interest.

6. Can the bank provide on- site support to City staff if the C ity experiences a failure at Anaheim West Tower (201 S. Anaheim Blvd., Anaheim, CA 92805)? City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 24 a. What physical site can the bank provide in the event that Anaheim West Tower might be inaccessible?
b. Please describe the resources (i.e. physical work areas, access t o telephones, internet, fax, wire transfers, etc.) that could be made available to City staff in the event that Anaheim West Tower might be inaccessible?

Tab AA – Service Enhancements

Based on the information provided in the RFP and your firm’s knowledg e of the public sector, please describe any services or technological enhancements, not previously mentioned, that should be considered for further improving the efficiency of the City’s treasury management operations.

Tab AB – Sample Contract

1. Provide a sample of the proposed contract for your bank’s services. Please also provide samples of all

2. Would you be willing to agree to sign a contract amendment that incorporates the City’s Request for Proposal and your firm’s proposal response as part of the overall contract?
other documents which will need to be
signed/entered into related to the provision of the services requested in this RFP including any documents referenced or incorporated into the contracts/agreements.

Tab AC – Indemnity and Insurance

These provisions are set forth in Appendices B and C. Indicate in your proposal your ability to comply with these provisions. If a proposer has any concerns regarding any of the City’s insurance or indemnity language or requirements that would render the proposer unable or unwilling to enter into an A greement, the proposer shall identify these concerns. Deviations from the City’s standard language may be considered in its evaluation of the responsiveness of a proposal.

Tab AD – Non-Collusion Affidavit

Insert the completed affidavit as set forth in Appendix D.

Tab AE – Pricing and Account Analysis

Fees related to all services described in the proposal must be listed, even if the service is not shown on the template. Also, include any one- time or set- up charges, research fees, minimum fees, or all other fees that will be charged. Include any incentives or price breaks offered based on volume or other measures.

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January 2012 City of Anaheim: RFP City Treasurer Banking Services 25

2. Is the bank willing to guarantee the proposed fees for the entire term of the contract up to five (5) years? If not, for how long are the fees guaranteed?

3. Can invoices be sent on a quarterly basis? Can fees be billed to the City rather than debited directly from the City’s accounts?

4. Are you willing to offer any transition or retention incentives?

City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 26 Appendix A – Intention to Submit a Proposal
In order to provide timely updates to this Request for Proposal, including the responses to questions submitted, we ask that potential firms complete the following form and return it by e-mail to [email protected].

Business Name: ____________________________________________

Contact Name: ____________________________________________

Contact E-mail: ____________________________________________

Physical Address: ____________________________________________

____________________________________________

Mailing Address: ____________________________________________

____________________________________________

Phone Number: ____________________________________________

Fax Number: ____________________________________________

□ Yes, we plan on submitting a proposal.

□ Please continue to provide updates to the individual named above.

□ No, we do not plan on submitting a proposal.

Reason:________________________________________________

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January 2012 City of Anaheim: RFP City Treasurer Banking Services 27

Appendix B – Standard Insurance Language
Note: The following represents the City’s standard language for the insurance provisions in its contracts. With few exceptions, the language in the final Agreement will be as shown here. If a proposer has any concerns regarding any of the City’s insurance language or requirements , which would render the proposer unable or unwilling to enter into an Agreement with the City, the proposer shall identify these concerns in its proposal. Be specific. Deviations from the City’s standard language may be considered by the City in its evaluation of the responsiveness of a proposal.

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Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence.

Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Contractor’s Liability, in an amount not less than $1, 000,000 per occurrence, $2,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis, without a self-insured retention, but may include a deductible of not more than $10,000 per occurrence, provided that such deductible is disclosed to ANAHEIM, in writing, at the inception of this Agreement.

Comprehensive Automobile Liability Coverage including —as applicable— owned, non-owned, and hired autos, in an amount not less than $1,000,000 per occurrence, combined single limit, as required by California law.

Professional Liability Insurance in an amount not less than $1,000,000 per occurrence, and CONTRACTOR shall maintain such coverage for at least one (1) year from the termination of this Agreement. Such insurance shall be written on a primary basis, without a self -insured retention, but may include a deductible of not more than $10,000 per occurrence, provided that such deductible is disclosed to ANAHEIM, in writing, at the inception of this Agreement.

Each insurance policy required by this Agreement shall contain the following clause or shall otherwise provide for the following conditions:

“This insurance shall not be cancelled, or limited in scope or coverage, until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805, except in the event of cancellation for non- payment of premium which shall provide for not less than ten (10) days notice.”

City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 28 Each insurance policy required by this Agreement, except policies for Professional Liability and Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:

“The City of Anahei m, its officers, agents, employees, representatives and ANAHEIM-designated volunteers are added as additional insured as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.”

Prior to commencing any work under this Agreement, CONTRACTOR shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONTRACTOR shall provide ANAHEIM (i) endorsements to the insurance policies which add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above- referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) possessing an A. M. Best’s rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim o r other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that CONTRACTOR shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.

Order CONTRACTOR to stop work under this Agreement and/or withhold any payment(s) which become due to CONTRACTOR hereunder until CONTRACTOR demonstrates compliance with the requirements hereof;

Terminate this Agreement.

Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONTRACTOR ’s failure to maintain insurance or secure appropriate endorsements.

Nothing herein contained shall be const rued as limiting in any way the extent to which CONTRACTOR may be held responsible for payments of damages to persons or property resulting from CONTRACTOR’s, (or CONTRACTOR’s contractors/subcontractor, if any) performance of the work covered under this Agreement.

City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 29

In the event CONTRACTOR hires other persons or firms to perform some of the work related to this Agreement, CONTRACTOR shall ensure (i) that the acts or omissions of such persons or firms are covered under the above- referenced liability insurance, or (ii) that such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of CONTRACTOR under this Agreement (except for firms which are not performing professional services—such f irms shall not be required to carry the above-referenced professional liability insurance); and in either instance, CONTRACTOR shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.

ANAHEIM’s Risk Manager is hereby authorized to reduce the requirements set forth herein in the event he determines that such reduction is in ANAHEIM’s best interest.

City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 30 Appendix C – Standard Indemnification Provision
The following represents the City’s standard language for the indemnification, defense, and hold harmless provisions in its contracts. With very few exceptions, the language in the final Agreement will be as shown here. If a proposer has any concerns regarding any of the City’s indemnification language which would render the proposer unable or unwilling to enter into an A greement with the City, proposer shall identify these concerns in his proposal. Be specific. Deviations from the City’s standard language may be considered by City in its evaluation of the responsiveness of a proposal.

[Note: Proposer should also be aware it is the City’s practice not

to enter into
Agreements that contain a limitation of liability provision.]

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As respects all acts, errors or omissions which do not arise dire ctly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by general and automobile liability insurance, CONTRACTOR agrees to indemnify, defend (at ANAHEIM's option), and hold harmless ANAHEIM, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with CONTRACTOR’s (or CONTRACTOR 's contractors’ or subcontractors’, if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims which arise out of the sole negligence or willful misconduct of ANAHEIM.

The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not ANAHEIM, CONTRACTOR, or any other person maintains, or fails to maintain, insurance coverage, or a self -insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.

City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 31 Appendix D – Non-Collusion Affidavit
Note: To be executed by Proposer and submitted with proposal.

STATE OF CALIFORNIA

County of ______________________

_______________________________________, being first duly sworn deposes and says that he/she is ________________________________________________ of ________________________________________, the party making the foregoing bid that such bid is not made in the interest of or on the behalf of any undisclosed person, partnership, company, association, organization or corporation; that such bid is genuine and not collusive or sham; that said bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that said bidder has not in any manner directly or indirectly sought by agreement, communication, or conference with anyone to fix the bid pr ice of said bidder or of any other bidder or to fix any overhead profit, or cost element of such bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in such bid are true, and further, that said bidder has not directly or indirectly submitted his bid price or any breakdown thereof, or the contents thereof, or divulged informati on or data relative thereto, or paid and wi ll not pay any f ee in connection therewith, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, or to any other individual except to any person or persons as have a partnership or other fi nancial interest with said bidder in the general business.

________________________________

By _____________________________

Subscribed and sworn to before me this

__________ day of _______________, 20_____

_______________________________________
Notary Public in and for said County and State

City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 32 Appendix E – HUD Approved General Depository Agreement

City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 33

Appendix F – City of Anaheim General Conditions for Proposals

City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 34 Appendix G – Account Analysis Volume Data (12 months)

City of Anaheim RFP
January 2012 City of Anaheim: RFP City Treasurer Banking Services 35

Appendix H – Pricing and Account Analysis Template

Anaheim City CouncilMay 24, 2022

Anaheim City Council
May 24, 2022