Agenda packet — Beaumont City Council, August 2, 2022 (part 4 of 5)

b.Not disclose (or permit your employees or agents to disclose), copy, transfer, sublicense, or otherwise make any of it available to any person or entity, other than your employees who have a need to use the Confidential Information in connection with the applicable Service, and c.Not decompile, reverse engineer, disassemble, modify, or create derivative works of any Confidential Information.

You will notify us immediately if you know of or suspect any unauthorized disclosure, possession, use, or knowledge (each, an "Unauthorized Use") of any Confidential Information. If you (or your employees or agents) are responsible for the Unauthorized Use, you will, at your expense, promptly take all actions, including initiating court proceedings to recover possession and prevent further Unauthorized Use of the Confidential Information. You will also compensate us for any injury caused to us as a result of the Unauthorized Use.

8.Currency conversion. When your instructions require us to convert the amount of a Transaction from the currency in which the Account is denominated ("Account Currency") to another currency ("Foreign Currency"), we will do so using the Applicable Exchange Rate in effect at the time we execute your Transaction. "Applicable Exchange Rate" means the exchange rate we set and use for you when we convert one currency to another currency and includes a markup.

The markup factors include costs incurred, market risks and our desired return. The exchange rate we provide to you may be different from the exchange rates you see elsewhere. Foreign exchange rates are dynamic, and rates fluctuate over time based on market conditions, liquidity, and risks.

If a financial institution designated to receive the funds does not pay the beneficiary specified in the Transaction, and the funds are returned to us, we will not be liable to you for a sum greater than the amount of the Transaction after we have converted it from the Foreign Currency to the Account Currency using the Applicable Exchange Rate in effect at the time the funds are returned to us. You accept the risks of any change in the Applicable Exchange Rate between the time you request a Transaction and the time the Transaction is either completed or is unwound due to a cancellation, an amendment, a rejection, or a return.

9. CEO portal.
a. Description of the CEO portal. The CEO portal is our electronic banking portal that is accessed through the Internet. Your Authorized Agents (defined below) may use the CEO portal to access (i) Services in which you have separately enrolled and (ii) third-party sites we may make available through the CEO portal. We offer different channels through which you may access the CEO portal, including personal computers and mobile devices. We may add or eliminate channels at any time. A Service or third party site accessible through one channel may not be accessible through another channel.
b. Access to the CEO portal.When you enroll in the CEO portal, and as we may determine is necessary after enrollment, we will provide Log-On Credentials (defined below) to the persons who are authorized to access the CEO portal on your behalf (each, an "Authorized Agent"). Log-On Credentials mean one or more secure methods we provide to access the Services and may include user IDs, passwords, token IDs, and other methods that we adopt from time to time. We have no obligation to separately verify or authenticate any communication we receive in your name through the CEO portal, whether or not it was actually from an Authorized Agent. You assume the entire risk of (i) unauthorized use of your Log-On Credentials and (ii) unencrypted electronic transmissions. c. Administration of the CEO portal.We offer two options for administering the CEO portal: (i) Administration and (ii) Bank administration.
i.Administration.If you enroll in the Administration option, there are three categories of Authorized Agents:

Company Administrator, Administrator, or User. Unless you and we separately agree, we will provide Log-On Credentials only to your initial Company Administrator(s) who will (a) assign Log-On Credentials to other individuals and (b) designate those individuals as one of the following:
(1)A Company Administrator, who may perform all functions of your initial Company Administrator, (2)An Administrator, who may perform all functions of an Administrator including designating other Administrator(s) and User(s), or
(3)A User, who may access the Services designated by a Company Administrator or an Administrator, as well as those Services in which we permit a User to self-enroll. 700
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Each Company Administrator and Administrator has the authority to enroll you in additional Services. In addition to your use of Administration as described in this subsection, you may request that we assign Log-On Credentials to Users that you designate in writing to us. Your designation to us will specify the Services which the User is authorized to access in addition to those Services in which we permit a User to self-enroll.
ii.Bank administration. For the Bank administration option, there is one category of Authorized Agent:

Users. We will assign Log-On Credentials to each User you designate.

You will promptly revoke the Log-On Credentials of any Authorized Agent or User when that individual is no longer authorized to access the CEO portal. If you notify us in writing to revoke the Log-On Credentials of an Authorized Agent or User, we will have a reasonable time after receiving your written notification to revoke the individual's access.
d.Terminating access.We may terminate or restrict any Authorized Agent's access to any Service through the CEO portal if we determine such use:
i.Does not comply with any term applicable to the CEO portal, ii.Is not permitted by Applicable Law,
iii.Is not authorized by you or any third party whose authorization we believe is necessary, or iv.Should be denied for your or our protection (without us agreeing to or being required to make this determination in any circumstance).
e.Financial information.Financial market data, quotes, news, research, and other financial information developed by third parties and transmitted to us ("Financial Information") may be available to you at the CEO portal. The posting of any Financial Information or any other information or data at the CEO portal is not a recommendation by us of any particular Service oraction. We do not guarantee the accuracy or completeness of any Financial Information, nor are we responsible for (i) the actions or omissions of the third parties developing or transmitting Financial Information or (ii) any decision you make or action you take by relying on any Financial Information. f.Miscellaneous.For purposes of this section 9 only, "Service" includes each service and product we or any of our affiliates offer that you access through the CEO portal. This section 9 will survive the termination of any Service or this Agreement.

10. Alerts.
a.Non-subscribed alerts. When you enroll in the CEO portal or other channels or Services, you consent to receiving by email or other delivery channels, servicing messages that we determine are important or urgent. You do not need to subscribe to receive such alerts and you do not pay additional service fees. b.Subscribed alerts. You may also enroll in fee-based alerts for applicable Services so that you can receive messages you subscribe to at the intervals and through delivery channels that you choose.

11. Liability and indemnification.
a.We are not obligated to honor, in whole or in part, any Transaction or other instruction that:
i.Exceeds the available balance in the Account, unless otherwise provided in the Service Documentation, ii.Does not comply with the Service Documentation or our applicable policies, procedures, or practices made available to you,
iii.We have reason to believe may not have been duly authorized, should not be honored for our or your protection, or involves funds subject to a hold, dispute, restriction, or legal process, or iv.Would possibly result in us not complying with Applicable Law. b.Neither we nor our software vendors make any express or implied representations or warranties with respect to the Services or any software used in connection with the Services, including any warranty as to the merchantability or fitness for a particular purpose, other than those expressly set forth in the Service Documentation.
c.Any claim, action, or proceeding against us for losses or damages arising from a Service, must be brought within one year from the date of the act or omission, except as otherwise stated in the account agreement governing the Account.
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d.We will have no liability for our failure to perform or delay in performing a Service if the failure or delay is due to circumstances beyond our reasonable control. If we determine that any funds transfer or communications network, Internet service provider, or other system used to provide a Service is unavailable, inaccessible, or otherwise unsuitable for use by you or us, we may, upon notice to you, suspend or discontinue the affected Service.
e.We will only be liable to you for actual damages incurred as a direct result of our failure to exercise reasonable care in providing the Services. Reasonable care requires only that we follow standards that do not vary unreasonably from the general standards followed by similarly situated banks. Our policies and procedures are general internal guidelines for our use and do not establish a higher standard of care for us than otherwise established under Applicable Law. A mere clerical error or an honest mistake will not be considered a failure by us to perform any of our obligations. Our liability to you will be limited to an amount not greater than 10 times our fees incurred in the calendar month immediately before the calendar month in which the loss or damages were incurred (or, if no fees were incurred in that month, our fees incurred in the month in which the losses or damages were incurred).
f.Except in the case of our negligence or intentional misconduct, you will indemnify and hold us, our directors, officers, employees and agents ("Representatives") harmless from all losses or damages that arise out of:
i.The performance of a Service in compliance with the Service Documentation, including any warranty we are required to make to a third party in connection with a Service, ii.An act or omission of any of your agents, couriers, or Authorized Agents, and iii.If the Service includes a license or sublicense of any software, any use or distribution of the software by you or any person gaining access to the software through you that is inconsistent with the license or sublicense.

You will promptly provide us with written proof of loss, and notify us if you become aware of any third party claim related to a Service. You will cooperate fully (and at your own expense) with us in recovering a loss. If we reimburse you, we or our designee will be subrogated to all of your rights (i.e., we will be entitled to assert any legal rights you had relating to the claim).
g.Except as expressly provided otherwise in the Service Documentation, neither party nor its Representatives will be liable to the other party for:
i.Any special, consequential, incidental (including court costs and attorneys' fees), indirect, or punitive losses or damages, or
ii.Business interruption, loss of profits, loss of business, loss of revenue, loss of goodwill, loss of opportunity, loss or injury to reputation, or loss of anticipated savings, whether any claim is based on contract or tort, or whether the likelihood of these losses or damages was known to the other party and regardless of the form of the claim or action.
h.When you send payments on behalf of your third party customers, you agree you are solely liable to your customers for any and all losses those customers may suffer. We exclude all and any liability of whatever nature (including those losses detailed in subsection g above) arising out of your relationship with your customer.

12.Governing law. The Service Documentation will be governed by: (a) U.S. federal law and (b) the law of (i) the U.S. state in which the office of Bank that maintains the Account is located or, if there is no such state or no account associated with such Service, (ii) the State of New York, without reference to its principles of conflicts of laws ("Governing Law").

13.Arbitration agreement. Upon demand by you or us, any dispute or claim arising out of or relating to this Agreement, or the breach thereof, must be submitted to arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and must be heard before three arbitrators if the amount in dispute is U.S. $5,000,000 or more or its equivalent in any other currency, and before one arbitrator for amounts in dispute of less than U.S. $5,000,000 or its equivalent in any other currency. Arbitration will proceed in a location selected by AAA in the state of the applicable Governing Law, and if there is no such state, the place of arbitration must be New York, NY. The language of the arbitration must be English. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This arbitration requirement does not limit the right of you or us to: (a) 702
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exercise self-help remedies including setoff or (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of you or us to submit any dispute to arbitration hereunder, including those arising from the exercise of the actions detailed in (a) and (b) of this section.

14.Jurisdiction. For any proceedings regarding this Agreement (not subject to arbitration as provided in this Agreement), you hereby irrevocably submit to the jurisdiction of the courts of the Borough of Manhattan, New York City, in the State of New York or the federal courts located there and irrevocably agree that all claims in relating to the proceeding may be heard or determined in those courts.

15. Miscellaneous.
a.Severability. Any portion of the Service Documentation which is inconsistent with Applicable Law or Governing Law will be deemed modified and applied in a manner consistent therewith, and we will incur no liability to you as a result of the inconsistency or modification and application to any dispute regarding the Service Documentation.

If any portion or provision of the Service Documentation is deemed unenforceable, it will not affect the enforceability or validity of the remaining Service Documentation nor the enforceability or validity of that portion or provision under the law of any other jurisdiction.
b.Entire agreement. The Service Documentation (and any documents referred to therein):
i.Constitutes the entire agreement between you and us regarding the Services we provide for all Accounts opened with us, and
ii.Supersedes and extinguishes all prior agreements, understandings, representations and warranties of any nature (including requests for proposals and other sales material), whether oral or written, between you and us relating to any of our Services (including any other Master Agreement for Treasury Management Services, but excluding the current Commercial Account Agreement or Global Commercial Account Agreement, as applicable).
c.Electronic agreement. To facilitate execution, the Service Documentation may be executed by a party in the form of an "Electronic Record" (as defined in the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. ["ESIGN Act"]). The Service Documentation may be executed in as many counterparts as may be required to reflect all parties' approval, and all counterparts will collectively constitute a single agreement.

An "Electronic Signature" (as defined in the ESIGN Act) that can be authenticated will constitute an original and binding signature of a party. The fact that a document is in the form of an Electronic Record or is signed using an Electronic Signature will not, in and of itself, be grounds for invalidating such document. d.No waiver. Neither our failure nor any delay by us in exercising any right or remedy will be deemed to be a waiver of the right or remedy. No course of dealing or waiver of any right on one occasion will constitute a modification of the Service Documentation or be a waiver of that right on a subsequent occasion. e.Third party beneficiaries. Except as otherwise provided in the Service Documentation, no person or entity other than the parties to this Agreement will be deemed to be a third party beneficiary under the Service Documentation.
f.Financial condition. You will provide us promptly upon our request any existing financial statements or other information pertaining to your financial condition or any previously unprepared financial statements which we may require you to prepare and/or to be audited or reviewed by independent certified public accountants acceptable to us.
g.Your representations and warranties. You represent and warrant that: (i) you will not use any Service in a manner that would violate any Applicable Law by you or us; (ii) if you employ an agent in connection with its use of any Service, you represent and warrant to us that: (1) your governing body has duly authorized the agent; (2) you will exercise appropriate controls to ensure each authorized agent does not exceed the authority granted to it; and (3) you will preserve the confidentiality of the Log-On Credentials and immediately notify us if you become aware or suspect that any Log-On Credential may have been compromised. h.Use of names. You and we will not use each other's name or refer to our relationship in any solicitation, marketing material, advertisement, news release, or other written, online or oral communication without specific prior written consent for each such use or release, except that we may use your name as a reference in service proposals if we obtain your prior written approval for such use. 703
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i. Notices and communications.Either party may provide notice to the other party by mail, personal delivery, or electronic transmission.
i.You will notify us promptly in writing of any change in your name, Address, legal status, or any other changes relevant to the conduct of the Account or affecting your business relationship with us. ii.The term "Address" as used in this Agreement refers to a mailing or electronic address. iii.You will use the Address where your relationship manager or other manager is located and will address any notice to the attention of the manager.
iv.Each party will have a reasonable time after receipt of any notice to act on it. v.Any communication or notice to us from your agent about your use of a Service will be deemed to be a communication from you, and you authorize us to communicate with your agent about any such communication or Service.
vi.We are entitled to rely on any communication or notice from you that we believe in good faith was authorized by your authorized representative or Authorized Agent and, we will have no obligation to verify or authenticate an identity of a sender or signature on any notice or communication, except as expressly provided in the Service Documentation.

16. Survival. Sections 7, 9, 11 - 15 will survive termination of the Services or this Agreement. 704
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Appendix X
Applicable Branches or Subsidiaries of Bank

1. Wells Fargo Bank, N.A., UK Branch

2. Wells Fargo Bank, N.A., Canadian Branch

3. Wells Fargo Bank, National Association, Shanghai Branch

4. Wells Fargo Bank, National Association, Hong Kong Branch 705
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Approved for Use in Local Government Banking Only

Amendment to Master Agreement
for Treasury Management Services

Treasury Management Services

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2 Amendment to Master Agreement for Treasury Management Services | September 18, 2020 Approved for Use in Local Government Banking Only

Introduction

This Amendment supplements and modifies the Master Agreement for Treasury Management Services (“Master Agreement”) for [Customer Legal Name]. “You,” “your” or “yours” refers to the customer identified in the immediately preceding sentence. The terms “we,” “us,” or “our” refer to the Bank. Capitalized terms used but not defined in this Amendment are defined in the Master Agreement. This Amendment constitutes part of the Service Documentation as defined in the Master Agreement. If there is a conflict between this Amendment and the Master Agreement or other Service Documentation, this Amendment will control. Except as expressly modified by this Amendment, all terms and provisions of Master Agreement and Service Documentation will continue to apply with full force and effect.

Amendment

We agree that the Master Agreement governing our relationship with you is amended as follows:

1. The following text is added at the end of Section 3 of the Master Agreement (titled “Changes to services”):

“Notwithstanding the immediately preceding paragraph, through the Initial Term End Date (as defined below) Bank will not change the fees for Services reflected on Attachment A, except:

 in order to reflect the impact of any change in Applicable Law;

 in the event your Service usage volume is materially lower than that reflected on Attachment A;

 for changes to Bank’s pricing methodology for Services, including element IDs associated with a Service, so long as the change does not increase the total price of the Services to you (unless permitted under one of the two immediately preceding bullet points).

If you implement additional Services not described on Attachment A prior to the Initial Term End Date, the fees for such additional Services will be as disclosed to you in connection with the implement ation of such additional Services.”

2. The following text is added at the beginning of Section 4 (titled “Term and termination”) as a new first sentence:

“Subject to the termination provisions below, the initial term of this Agreement will commence on [Insert Start Date] and expire on [Insert End Date] (“Initial Term End Date”)[, and this Agreement may be extended for not more than [Insert Number] additional one-year extension terms by your and our mutual consent].”

3. The text of Section 12 (titled “Governing Law”) is deleted in its entirety and replaced with the following:

“Governing law. The Service Documentation will be governed by: (a) U.S. federal law and (b) the law of [Insert State Where Customer is Located], without reference to its principles of conflicts of laws (“Governing Law”).”
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3 Amendment to Master Agreement for Treasury Management Services | September 18, 2020 Approved for Use in Local Government Banking Only

4. The text of Section 14 (titled “Jurisdiction”) is deleted in its entirety and replaced with the following:

“Jurisdiction. For any proceedings regarding this Agreement (other than a proceeding subject to arbitration), you and we each hereby irrevocably submits to the jurisdiction of the courts of [Insert State Where Customer is Located] or the federal courts located there and irrevocably agrees that all claims relating to the proceeding may be heard or determined in those courts.”

WELLS FARGO BANK, N.A. [INSERT CUSTOMER NAME]

By: By:

Name: Name:

Title: Title:

Date: Date:

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Amendment to Commercial Account Signature Card
© 2021 Wells Fargo Bank, N.A. All rights reserved. Member FDIC Amendment to Commercial Account Signature Card 595250(Rev 02 – 06/21)

1. Account Title(s)

2. Amendment to Account Signers - Add
Internal use only: CIS customer number for above signer:

Internal use only: CIS customer number for above signer:

Internal use only: CIS customer number for above signer:
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3. Amendment to Account Signers - Delete

4. Customer’s Certification, Acknowledgement, and Agreement

5. Bank Use Only
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Authorization Certificate
Deposit Accounts and Treasury Management Services

Page 1 of 1 ends

Authorization Certificate – Non-personal accounts
EDOCS-#22815818 (Revised 04-06-2022)
The undersigned hereby certifies to Wells Fargo Bank, National Association (Bank) that:

1. (Account holder's complete legal entity/company name), a (description of Account holder's business entity type)
(“Customer”), has authorized the undersigned to make the certifications in this Certificate on Customer’s behalf.

2. Name Title Country of
permanent residence
Business
phone number
Business email
address
is referred to in this Certificate as an “Authorized Representative” with full authority, acting alone, to:
a) enter into those agreement(s) that Bank requires regarding opening, operating, and closing deposit accounts for Customer at Bank (each, an Account) and enrolling in, using, and terminating Bank services including Bank's non-deposit sweep services used in connection with the Account(s) (each, a Service); b) authorize transactions of all types on the Accounts and instruct Bank regarding Accounts and Services; and c) designate individuals as additional Authorized Representatives.

3. This Certificate reflects actions duly taken by Customer in accordance with its governing documents. It shall continue in effect until Bank has received and had a reasonable time to act on Customer's written notice revoking it, which shall be effective only as to actions which are taken by Customer thereafter. Actions authorized in this Certificate but performed prior to its execution are approved and ratified.

Certified to:

By/Signature:

Printed Name:

Title:

Date:

Tax Identification Number of Customer:
(TIN of the Account holder as assigned by the IRS)
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Commercial Depository Service
Description
Treasury Management Services
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2 | Commercial Depository Service Description | Revised January 2, 2020 Introduction
The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. ("Bank") provides you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description.

The service ("Service") covered by this Service Description is:
• Commercial Depository
• SafeVantage®
The Service Documentation includes:
a.The Service Description (which contains terms and conditions applicable to the Service), b.The SafeVantage Service Setup Form (the "SafeVantage Setup Form"), c.The Acceptance (which indicates your acceptance of the Service Documentation), d.The Master Agreement (which contains terms and conditions applicable to all services), e.The Account Agreement governing your account that you use for the Service ("Account"), f.The Product Enrollment Form ("Set-up Form") (which contains set-up information for the service in which you are enrolling), and
g.User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

The separate documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation.

Commercial Depository Service

1.Description of services. With the Service, you may:
a. Order Cash we prepared and make such Cash available to your Agent at our cash vault, and b.Deliver currency, coin, checks and other negotiable instruments to our cash vault or Night Depositories for processing.

2.Cash orders from our cash vault.
a.Cash Requests.You may make a Cash Request of a Cash Shipment. The Cash Shipment will be made available to your Agent in Cash Bags at our cash vault. We are authorized to act upon any Cash Request we receive in accordance with this Service Description, and which we believe in good faith has been made by one of your Authorized Representatives. We will have no obligation to verify, and will not be liable for our failure to verify or investigate, any Cash Request. b.Making Cash available to your Agent.We are authorized to make Cash Shipments available to any person we in good faith believe to be your Agent. We will have no further responsibility, and you assume all risk of loss for Cash made available to any such person. We will make Cash Shipments available only at the locations, on days, and during the hours published by us from time to time. We reserve the right to suspend the Service at any time without notice.
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3 | Commercial Depository Service Description | Revised January 2, 2020 c.Your Authorized Representatives.You will promptly certify to us the identity of each Authorized Representative. You will give prior written notice to us of any change in the authority of any Authorized Representative. We will be fully protected in relying on each such notification and on your obligation to promptly notify us of any change in the status of the Authorized Representative. We will have a reasonable period of time to act after receiving such notification. d.Security procedures.For requests made in writing or by fax, operator-assisted telephone call or transmission, a Customer ID assigned by us is required. For CEO requests, you must have Log-On Credentials. For touch-tone/automatic response telephone requests, a Passcode is required. Operator limits may also be required. It is your responsibility to establish internal procedures that will minimize the risk of an unauthorized person gaining access to the Customer ID, Log-On Credentials and Passcode(s). Such internal procedures include without limitation requiring users to maintain such number(s) and code(s) in strict confidence. You will notify us immediately in the event a breach of security is suspected.
e.Debit of Account.On each Business Day that we make a Cash Shipment available to your Agent, we are authorized to debit your Account for the aggregate amount of the Cash Shipment. You will maintain collected balances in the Account sufficient at all times to fully cover any debit. We have no obligation to release a requested Cash Shipment or any portion thereof to your Agent unless there are sufficient collected funds in the Account to fully cover the amount of the Cash Shipment when it is to be made available to your Agent. If you fail to specify your Account to us, we may debit any account which you maintain with us for the amount of a requested Cash Shipment. f.Packing slip; differences in shipment amount.A packing slip will be included with each Cash Shipment which states:i. The aggregate amount of the Cash Shipment, ii. The overall number of containers included in the Cash Shipment, and iii. The number of containers delivered to your Agent for transmittal to you.

For each Cash Shipment we make available to your Agent, you will notify us immediately in writing of any difference between the amount specified on the packing slip for that Cash Shipment and the amount, as counted by you, of the Cash Shipment. In the event that the difference cannot be resolved, our count of the amount of the disputed Cash Shipment will be conclusive and binding on you.

3.Cash vault processing.The following procedures will govern delivery of Deposit Shipments to our cash vault locations and our processing of such Deposit Shipments:
a.Delivery by your Agent.You will deliver Deposit Shipments in Deposit Bags to one of our cash vaults via your Agent. You are responsible for making all arrangements with your Agent for delivery of Deposit Shipments, and you assume all risk of loss while a Deposit Shipment is in the possession of your Agent.

We may accept Deposit Shipments from any person we believe in good faith to be your Agent. The delivery of a Deposit Bag to us or our receipt of it on a manifest will not be deemed proof of our receipt of the contents listed on the deposit slip contained in the Deposit Bag or your records. We will have no responsibility for any Deposit Bag or its contents delivered to one of our cash vaults until we accept the Deposit Bag in accordance with our procedures and we count the contents of the Deposit Bag. b.Delivery procedures.When you deliver a Deposit Shipment to our cash vault, you agree you (and/or your Agent) will do the following:
i.Deliver Deposit Bags only at the locations, on the days, and during the hours published by us from time to time,
ii. Properly endorse all checks and other negotiable instruments included in a Deposit Shipment, iii. Use only Deposit Bags approved by us that are properly secured, iv.At the time of delivery, your Agent will provide us with a delivery manifest which specifies the number of Deposit Bags you included in the overall shipment delivered to us, as well as the contents of each Deposit Bag,
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4 | Commercial Depository Service Description | Revised January 2, 2020 v.Obtain the signature of our employee who accepts delivery on that portion of the delivery manifest which your Agent retains, and
vi.Retain a copy of the receipt or other document covering each Deposit Bag you deliver to your Agent for at least one year from the date of delivery.

You agree you will only use Deposit Bags for the deposit of Items. You will not use Deposit Bags in any unauthorized manner or for any unlawful purpose. As to any property other than Items included in a Deposit Bag, we will not be deemed a bailee and will have no liability for any loss of or damage to such property.
c.Cutoff Time; AccountDeposits.If a Deposit Shipment is received at one of our cash vaults on a Business Day before the Cutoff Time for that cash vault, the total amount of the deposits in such Deposit Shipment will be credited on that Business Day to the Account specified on the deposit slip for that Deposit Shipment. If a Deposit Shipment is received at a cash vault on a Business Day after the Cutoff Time, the total amount of the deposits in that Deposit Shipment will be credited to the Account on the next succeeding Business Day. We will not deposit any Items received in any Deposit Shipment unless the account number of the Account into which the deposit is to be made is specified on the deposit slip for that Deposit Shipment.
d.Processing of Deposit Shipments.You authorize us to open each Deposit Bag, count the contents, credit the amount of Items to the Account with us indicated on the deposit slip contained in the Deposit Bag and process, all in accordance with our customary procedures. All deposits are subject to verification, and our count of the Items will be conclusively deemed to be correct and complete for all purposes. No relationship of debtor and creditor will arise between you and us until the count has been completed and the deposit credited to the Account. You acknowledge that you have had an opportunity to have our applicable count and verification procedures explained to your Authorized Representative and agree that the same will be deemed commercially reasonable.
e.Adjustment procedures.If the aggregate amount of the Items in any Deposit Shipment, as counted by us, is less than the amount reported on the deposit slip covering that Deposit Shipment, we will debit the Account specified on the deposit slip by such difference and report the difference to you. If that Account has an insufficient collected and available balance to cover the debit, we will debit any of your other accounts with us for the difference. You agree to promptly reimburse us for the difference (or any portion thereof) for which there are insufficient available balances in your accounts with us. If the aggregate amount of the Items in any Deposit Shipment, as counted by us, is more than that reported on the deposit slip covering the Deposit Shipment, we will credit the Account specified on the deposit slip for the difference and notify you.

4.Night Depository delivery and processing.The following procedures will govern Night Deposits, and our processing of Night Deposits:
a.Night Depositories; issuance of keys.You may make Night Deposits to your Account by placing the Items to be deposited into a Night Bag and then placing the Night Bags in the Night Depository. Each of your offices listed on the Night Depository Set-up Form will receive one key to the Night Depository at a designated Branch. You will designate to us in writing the individuals to receive the key for each of your offices. We may require such individuals to sign a receipt for the keys they receive. 715
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5 | Commercial Depository Service Description | Revised January 2, 2020 b.Contents of Night Bags; deposit of Night Bags.You agree that Night Bags will be used only for the deposit of Items, and will not be used in any unauthorized manner or for any unlawful purpose. If any property other than Items is included in a Night Bag, we will not be deemed a bailee and will have no liability for any loss of or damage to such property. Each Night Bag must contain one or more deposit slips which:
i. Lists all the Items contained in that Night Bag and their total dollar amount, and ii. Identifies your Account to which the dollar amount of the deposit is to be credited.

At the time each Night Bag is placed in a Night Depository you agree to securely close each Night Bag, place it completely in the Night Depository and securely lock the Night Depository. c.Processing of Night Deposits.We may open each Night Bag and remove its contents without you or any of your representatives present. The contents of each Night Bag will be processed in accordance with our standard procedures. The Cutoff Time for deposits made through the Night Depository may be different from that for deposits made at the teller line. You understand and agree that the contents of a Night Bag will not be credited to the Account, nor will the relationship between you and us be that of a debtor to a creditor with respect to any Item in a Night Bag, until we have accepted the Item for deposit into the Account after counting all the Items in the Night Bag and calculating the total dollar amount of all such Items.d.Counting and adjustments.If your records regarding the total dollar amount of the Items in any Night Bag differ from our calculation of the total dollar amount of the Items in the Night Bag, you have the burden of proving that your records show the correct amount in the Night Bag or our total will be accepted as final. If there is a difference between our total and your total for the amount of Items in a Night Bag (as shown on the deposit slip(s) in the Night Bag), we will send you a statement indicating the amount of the difference. In the event that the difference cannot be resolved, our count of the dollar amount will be conclusive and binding on you.
e.Claims of lost or stolen Items.You agree that you will have total responsibility for each Night Bag and its contents until the Night Bag has dropped completely into a Night Depository. You agree to notify us immediately if you determine that any Night Bag or any Item in a Night Bag has been lost or stolen while at one of our Branches. You will have the burden of proving the amount of any Item which you claim was lost or stolen while it was at a designated Branch and that disappearance of the Item occurred while it was at the designated Branch.

5.Special instructions.You may notify us in writing of any special instructions relating to cash orders or deposits of Items at our cash vault or Night Depositories. We may at our option accept or reject the instructions and so notify you. Even if accepted, we may stop complying with the instructions upon prior notice to you if we believe continued compliance would increase our costs or risks, interfere with our established or revised procedures, or diminish the efficiency of our operations. You will be solely liable for any loss attributable to increased risk resulting from a special instruction.

6.Further assurances.You agree to do all acts we may consider reasonably necessary or desirable to implement and carry out the intent of this Service Description. You agree to provide us with information we request regarding any Deposit Shipment, including any information necessary to file a Currency Transaction Report and to determine the source of any Cash or Items in a Deposit Shipment.

7.Representations and warranties.To be eligible to make Deposit Shipments at a cash vault or Night Depository, you represent and warrant to us at the time of the delivery of each Deposit Shipment that:
a.Deposits for own account.You make Deposit Shipments for your sole account and do not directly or indirectly make any Deposit Shipments on behalf of any other party, unless you have previously disclosed such party to us and we have approved such party in writing, in our sole discretion. 716
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6 | Commercial Depository Service Description | Revised January 2, 2020 b.No deposits from outside the United States.You do not make Deposit Shipments from any source known, or which upon reasonable inquiry would be known to you, to be outside the United States. c.No business as a foreign exchange house.You do not conduct any business, whether in whole or any part, as a foreign exchange house including, without limitation, as a Casa de Cambio.

8.Contaminated Cash.You agree not to send contaminated or damaged Cash to our cash vaults unless you or our Agent has prepared such Cash in accordance with the Federal Reserve Banks' applicable specifications and procedures.

9.Termination of Services.We may immediately terminate this Service in whole or in part in the event of your breach of any representation or warranty in section 7 (Representations and warranties). Otherwise, we may terminate this Service upon sixty (60) days prior notice to you.

10.Survival. Sections 2(e), 2(f), 3(d), 3(e), 4(d), 4(e), 6 and 9 will survive termination of this Service.

SafeVantage® Service

1.Description of Service.We make the SafeVantage Service available to you in connection with the Commercial Depository Service described above in this Service Description. With the SafeVantage Service, we will provide provisional expedited credit to you for the Cash currency properly deposited into the Equipment's currency acceptors. Following our receipt of a Safe Report, we will provide provisional expedited credit to your Account in the total amount set forth in such Safe Report. Credits will only be applied on Business Days in accordance with the SafeVantage Setup Form. Currency and other Items inserted using the manual envelope drop of the Equipment will not receive provisional expedited credit, and will be processed and credited in accordance with the cash vault processing procedures for the Commercial Depository Service, as described above in this Service Description.

2.Conditions to provision of our SafeVantage Service. As conditions to our provision of the SafeVantage Service:
a. You must enter into a Vendor Agreement,
b.We must agree that the Equipment is suitable and compatible, in our sole discretion, for the SafeVantage Service, and
c.You must agree to use the Equipment in accordance with the Vendor Agreement and as instructed by us as necessary from time to time in connection with the SafeVantage Service.

You acknowledge that we are not providing the Equipment and have no obligation or liability with respect to the Equipment or any service related thereto other than the SafeVantage Service.

3.Ownership of Cash.You agree that Wells Fargo-Owned Cash is our Cash currency and will not at any time be your property or the property of any other person, including your Agent. No person, other than us and our Representatives, shall have any possessory or ownership rights to Wells Fargo-Owned Cash under Section 362 or Section 541 of the U.S. bankruptcy code. You shall take all actions necessary, and all additional commercially reasonable actions that we request to ensure and evidence that Wells Fargo-Owned Cash remains our sole and exclusive property. You agree that neither you nor your Agent will commingle Wells Fargo-Owned Cash with Cash currency owned by another financial institution or any other person. 717
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7 | Commercial Depository Service Description | Revised January 2, 2020

4.Access to Cash. You agree that physical access to Wells Fargo-Owned Cash will be restricted to:
a. Your Agent solely for the purpose of performing services in accordance with the Vendor Agreement, and b.If applicable, a maintenance service provider solely for the purposes of providing routine maintenance services or repairs on the Equipment.

You agree that we will, at all times, have control and immediate access to all Wells Fargo-Owned Cash by having : (1) the ability to recall any of the Wells Fargo-Owned Cash the same Business Day as the day of the request; and (2) unfettered and immediate access to the Wells Fargo-Owned Cash upon your financial distress as determined in our sole discretion. You agree to fully cooperate with us and our representatives in connection with our access to Wells Fargo-Owned Cash, including instructing your Agent to deliver Wells Fargo-Owned Cash to one of our cash vault locations if and as requested by us. You release us and our representatives (including without limitation any armored carrier engaged by us) from any and all Losses arising out of or related to our representative acting on our request or direction to access Wells Fargo-Owned Cash on our behalf and/or to deliver the Wells Fargo-Owned Cash to us, except to the extent any Losses arise from the gross negligence or willful misconduct of our representative. Our representative shall be a third party beneficiary of the release described above in this section.

5.Risk of loss.You are responsible for all risk of loss and liability for Wells Fargo-Owned Cash that is not at one of our cash vault locations, including but not limited to loss, damage or contamination of Wells Fargo-Owned Cash, theft or destruction of Wells Fargo-Owned Cash, malfunction of the Equipment or you, your Agent's or any of your representative's negligence or willful misconduct.

6.Adjustments.If the total amount of the Cash currency processed and verified for a Safe Report is less than the amount reported for such Safe Report, we may debit the Account without notice to you. If the Account has insufficient funds to cover the debit,we may debit any of your other accounts with us for the difference, and you agree to promptly reimburse us for the difference (or any portion thereof) upon our demand, without setoff or counterclaim. If the total amount of the Cash currency processed and verified for a Safe Report is more than the amount reported on such Safe Report, we will credit the Account for the difference without notice to you. If your Vendor Agreement provides any guarantees or other protection for the contents of the Equipment including Cash currency deposited through the currency acceptors, we reserve the right to require you to file a claim with such vendor before making any claim against us.

7.Reimbursement.Unless it results solely from our negligence or willful misconduct, you will reimburse us for Losses we incur from (a) providing the SafeVantage Service to you in accordance with this Service Description, or (b) an action you ask us to take in connection with the SafeVantage Service and this Service Description. You authorize us to recover any such amount by debit to your accounts with us or our affiliates.

9.Survival. Sections 3 - 7 will survive the termination of the SafeVantage Service.

10.Notice.You agree to provide us immediate notice of any default or breach of the Vendor Agreement by you or the vendor or termination of the Vendor Agreement.

11.Termination. Either party may terminate the SafeVantage Service in accordance with the terms of the Master Agreement. In addition, if the Vendor Agreement is terminated for any reason, the SafeVantage Service will automatically terminate, unless otherwise agreed by you and us. 718
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8 | Commercial Depository Service Description | Revised January 2, 2020 Glossary
Account Agreement means the applicable account agreement governing your Account.

Agent means an armored car service approved by us or, in Alaska only, the U.S. Postal Service, in each case, acting as your agent.

Applicable Law is defined in section 3 of the Master Agreement.

Authorized Representative means (a) any person you authorize us to communicate with regarding authorization codes or other security procedures for this Service; (b) your Agent authorized to accept delivery of Cash; and (c) where applicable, the persons who are authorized users of this Service.

Branch means one or more of our branch locations listed on our Night Depository Set-up Form.

Business Day means every day except Saturday, Sunday and federal holidays.

Cash means U.S. denominated currency and coin.

Cash Bag means bags or other containers into which Cash Shipments are placed.

Cash Request means a request you make to us in writing, telephonically by operator-assisted call or by touch tone/automated response, or electronically via transmission, fax, or our Commercial Electronic Office® (CEO®) portal for a Cash Shipment in the amount you specify.

Cash Shipment means shipments of Cash in Cash Bags in accordance with this Service Description.

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

Customer ID is a unique identifier given to you by us for each of your locations enrolled in the Service.

Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service.

Deposit Bag means bags or other containers into which Deposit Shipments are placed.

Deposit Shipment means your delivery of Items in accordance with this Service Description.

Equipment means certain units of safes provided by vendors, in each case, acceptable to us.

Items mean, collectively, Cash, checks and other negotiable instruments properly endorsed by you.

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

Master Agreement means the Master Agreement for Treasury Management Services.

Night Bag means disposable bags used for Night Deposits.

Night Deposit means your delivery of Items to our Night Depositories in accordance with this Service Description.

Night Depository means the night depository receptacle at one of our Branches. 719
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9 | Commercial Depository Service Description | Revised January 2, 2020 Night Depository Set-up Form means the form required to be completed to receive key(s) to access the Night Depository.

Passcode means a code established to access our Telephony Interface Unit via the telephone number we provide to you.

Safe Report means a transmission report from any unit of Equipment stating the amount of Cash currency inserted into the Equipment's currency acceptors.

Vendor Agreement means a valid and binding agreement with a vendor, acceptable to us, for the provision of the Equipment.

Wells Fargo-Owned Cash means all Cash currency located in the Equipment and the amount of Cash currency removed from the Equipment for delivery to us by your Agent, in each case, for which we have given you provisional expedited credit.
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Check Collections Service Description
Treasury Management Services
November 8, 2019
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2 November 8, 2019 | Check Collections Service Description Table of contents
03 Introduction
03 Services
03 Returned Item Service
06 Wells Fargo Remote
Deposit Capture and Image
Delivery
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3 November 8, 2019 | Check Collections Service Description Introduction
The Service Documentation contains the terms and conditions governing each service ("Service") that Wells Fargo Bank, N.A. ("Bank") provides to Company under this Service Description. "Company" is the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance").

The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the specific Service), b. The Acceptance (which indicates Company’s acceptance of the Service Documentation), c. The Master Agreement for Treasury Management Services (“Master Agreement”) (which contains terms and conditions applicable to all Services),d. The account agreement governing the account(s) (each, an “Account”) Company uses in connection with the Service,
e. The Product Enrollment Form (which contains set-up information for each Service in which Company is enrolling), and
f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company's use of the Service confirms Company's receipt of an agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update.

Services
Returned Item

1. Description of Bank’s Returned Items Services. A "Returned Item" is an Item that is returned to Bank unpaid after Company deposits it to an account at Bank (or another financial institution) that Company has enrolled in one or more of Bank's Returned Item Services (each, "Account"). Bank's Returned Item Services include:
a. Special Instructions regarding the handling of Company's Returned Items (section 3); b. Returned Item Decisioning through Bank's CEO® portal (section 4); c. Electronic Returns through which Bank submits Company's Returned Items as RCK entries in accordance with the National Automated Clearing House Association ("NACHA") Operating Rules and Guidelines as supplemented by any applicable operating rules of any automated clearing house of which Bank is a member, each as may be amended from time to time (together, "NACHA Rules") (sections 5-10);
d. Centralized Return Processing through which Bank processes Company's Returned Items as Company's centralized return processor (sections 11-14);
e. Returned Item Forwarding through which Bank forwards Returned Items Bank receives on Company's Accounts at Bank to Company's centralized returns processor (section 16); and f. Returned Item Service Fee Recovery through which Bank issues MICR drafts to recover service fees Company assesses on its customers in connection with Returned Items (section 17). 723
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2. Rules applicable to Bank's Returned Item Services. Bank will provide the Services to Company in accordance with:
a. The Service Documentation including without limitation the User Guide that Bank makes available to Company at www.wellsfargo.com; and
b. State and federal laws and regulations and clearinghouse rules applicable to a Returned Item which may include Federal Reserve Board Regulation CC Subpart C relating to the collection of checks ("Reg CC"), Federal Reserve Board Regulation E ("Reg E") and, in the case of Bank's Electronic Returns Service, when Bank originates an RCK entry on Company's behalf, the NACHA Rules.

3. Special Instructions Service. When Company enrolls in Bank's Special Instructions Service, Bank will process Company's Returned Items in accordance with the Special Instructions Company communicates to Bank from time to time.

4. Returned Item Decisioning Service. When Company enrolls in Bank’s Returned Item Decisioning Service, Bank will use the CEO® portal to notify Company of Returned Items Bank receives prior to the cut off time Bank separately discloses to Company each Business Day. Each Returned Item will be listed by the default disposition (redeposit or chargeback) Company separately selects. Prior to the daily deadline Bank separately discloses, Company will review the Returned Items and accept or change the disposition of each Returned Item Bank identifies as eligible for decisioning through the CEO® portal. Bank will process each Returned Item not accepted or changed by this deadline according to Company's default disposition on file with Bank.

5. Electronic Returns Service. When Company enrolls in Bank's Electronic Returns Service, Bank submits RCK entries for Company's Returned Items that Bank, using a data-based decisioning method, has determined qualify as RCK entries under the NACHA Rules. The financial institution on which a Returned Item was drawn may reject any RCK entry without liability to Bank. The NACHA Rules require the originator of an RCK entry to make certain representations and warranties with respect to the original item for which the RCK entry is initiated. If Bank incurs any liability for breaching any of these warranties, Bank will look to Company to reimburse Bank.

6. Authorization. Company represents and warrants to Bank that the issuer of any Returned Item has authorized Company to represent the Returned Item electronically and that such authorization is in all respects legally sufficient under applicable law.

7. Rejected entries. In the event any RCK entry submitted on behalf of Company is rejected by the ACH for any reason and sufficient data is available to Bank to permit it to repair the RCK entry, Bank will make the repair.

Company will provide to Bank on request all information necessary to repair any RCK entry or file of RCK entries.

8. Representment/returned check fees. Company acknowledges that the NACHA Rules do not allow collection of fees associated with a represented item by means of a single RCK entry in the amount of both the represented item and associated fees. Company represents and warrants that each item it deposits to its Account at Bank or another financial institution will only be for the amount of the item, and will not include any amount for a representment/returned item fee or similar fee.

9. Provisional credit. Any credit to Company's Account in connection with an RCK entry is provisional until such time as settlement for the RCK entry becomes final. In the event any RCK entry is returned or an adjustment memorandum is received with respect to the RCK entry, Company will immediately deposit with Bank sufficient good and collected funds to cover the returned RCK entry or adjustment memorandum. Company authorizes Bank to debit any of Company's account(s) for the amount of any such returned RCK entry or adjustment memorandum.
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10. Reimbursement. Unless it results solely from Bank's negligence or intentional misconduct, Company will indemnify and reimburse Bank from and against any and all Losses and Liabilities that Bank incurs either directly or indirectly, in connection with (a) the breach of any warranty Bank makes under the NACHA Rules or Company makes in the Service Description, or (b) any action Company asks Bank to take in connection with Bank's Electronic Returns Service.

11. Centralized Check Return Service. When Company enrolls in Bank's Centralized Check Return Service, Bank processes Returned Items from Company's Account(s) at Bank and financial institution(s) other than Bank with which Company arranges for Bank to provide the Service. Company will place a special endorsement on the back of each check or other item it intends to deposit with a financial institution other than Bank that, upon dishonor, it wishes to have returned to Company's Centralized Return Account at Bank. This endorsement is the "centralized returns endorsement". It will include all of the information required by 12 CFR §229.35 (as amended from time to time) to be included in an endorsement made by a bank of first deposit and, to the extent possible, conform to the form of such an endorsement. The centralized returns endorsement will be designed to be more prominent than the endorsement of the actual depositary bank and thereby increase the likelihood that the paying bank or other payor and any subsequent returning bank will identify Bank as Bank of first deposit. Bank, upon request, will supply Company with endorsement stamps or examples of endorsement stamps that satisfy the requirements of this section.

12. Relation of multiple endorsements. Company understands (a) the centralized returns endorsement is in addition to, and not in place of, the endorsement placed on an Item by the depositary bank; (b) the centralized returns endorsement may or may not obscure, in whole or in part, the endorsement placed on the Item by the depositary bank; and (c) the endorsement placed on each Deposited Item by the depositary bank may or may not obscure, in whole or in part, the centralized returns endorsement.

13. Delayed returns; lost instruments; liability; indemnification. With respect to where to return checks, 12 CFR §§229.30(g) and 229.31(g), respectively, provide that paying and returning banks may rely on any routing number that appears on a returned check as that of the bank of first deposit. This means a Returned Item may be returned to either Bank or to the actual depositary bank. It also means there may be a significant delay in Bank's receipt of a Returned Item. Company, not Bank, is solely responsible for any and all claims, damages, losses, and expenses of any kind including without limitation attorney's fees and costs (collectively, "Losses and Liabilities") that may arise, either directly or indirectly, in connection with any delay in the return of any Returned Item.

Company agrees to indemnify and hold Bank, its directors, officers, employees and agents (collectively, "Indemnified Persons") harmless from all Losses and Liabilities arising out of or in any way connected with acts or omissions by Bank or any such indemnified party in connection with the delay in the return of any Item deposited to Company’s account at another financial institution .

14. Bank's right to chargeback Returned Items. Bank may chargeback a Returned Item to any account Company owns in whole or in part at Bank or any affiliate of Bank without regard to whether the Returned Item was initially deposited to Company's Account at Bank or at another financial institution.

15. Returned Item Forwarding. When Company enrolls in Bank's Returned Item Forwarding Service, Company will place its centralized returns endorsement identifying Company's centralized return processor on the back of each check or other item it deposits to its Account(s) at Bank that, upon dishonor and subsequent receipt by Bank, it wishes Bank to forward to Company's Centralized Return processor. Bank will forward Company's Returned Items that Bank receives to Company's centralized return processor. Company acknowledges the possibility of a delay in its centralized return processor's receipt of a Returned Item that is first received by Bank and agrees Section 13 of this Service Description including Company's agreement to indemnify Indemnified Parties applies to Losses and Liabilities of any Indemnified Party in connection with Bank's Returned Item Forwarding Service. ited to Company's Account at Bank or at another financial institution.

16. Returned Item Service Fee Recovery. When Company enrolls in Bank's Returned Item Service Fee Recovery Service, Bank issues a MICR draft on the account of the issuer of a Returned Item in the amount to which Company and Bank separately agree will be Company’s Returned Item service fee. Company represents and warrants to Bank that Company has properly disclosed to all its customers that it assesses a service fee for checks returned unpaid for any reason.
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17. Company's agreement to indemnify Bank. Company will indemnify, defend, and save harmless the Indemnified Persons from and against all Losses and Liabilities awarded against or incurred or suffered by Indemnified Persons arising directly or indirectly from or related to:
a. Any material breach in a representation, warranty, covenant, or obligation of Company contained in the Service Documentation;
b. The violation of any applicable law, statute, or regulation or of the Rules Applicable to Bank's Returned Items Services including without limitation Reg CC, Reg E and the NACHA Rules in the performance of Company's obligations under the Service Documentation;
c. A breach of any warranty Bank makes under the NACHA Rules in connection with Bank's Electronic Returns Service under this Service Description ; and
d. Any negligent or intentional act or omission by Company in the performance of its obligations under the Service Documentation.

18. Survival. Sections 5, 6, 8, 13, 15 and 17 of this Service Description will survive termination of the Service.

Wells Fargo Remote Deposit Capture and Image Delivery

1. Description of service. The Service enables Company to create or process Electronic Checks from eligible paper checks and transmit the Electronic Checks in an electronic file ("Electronic File") to Bank for review and processing for credit to Company's deposit account at Bank ("Account") in accordance with this Service Documentation. An "Electronic Check" means an electronic image of, and electronic information derived from, an eligible U.S. Dollar paper item or check that conforms to ANSI X9.100-187. Bank's Reference Guide for the Service lists eligible U.S. Dollar checks (and ineligible checks). For each Electronic Check Bank determines is eligible for processing, Bank will:
a. Create a substitute check conforming to ANSI X9.100-140 that Bank will present directly or indirectly to the bank (a) on which the original paper check to which the Electronic Check relates is drawn, or (b) at or through which the original paper check is payable (each, the "Paying Bank"); b. Include the Electronic Check in an electronic file for presentment directly or indirectly to the Paying Bank; or
c. Post or present any Electronic Check for which Bank is the Paying Bank.

2. Creating or processing Electronic Checks and transmitting Company's Electronic File to Bank. To create or process Electronic Checks and transmit Company's Electronic File to Bank, Company will use either (a) Bank provided software and Bank provided, certified or approved hardware, or (b) Company's software and hardware or third-party provided software and hardware, provided each generates Electronic Checks and Electronic Files that meet Bank's then current standards and specifications. Any third-party processor Company uses to prepare and/or transmit Company's Electronic File is Company's agent, and Company will be responsible for ensuring its agent complies with Company's responsibilities under this Service Description. In particular, each Electronic File Company's agent transmits to Bank will include only Electronic Checks payable or endorsed to Company, unless Bank expressly agrees to permit Company's agent to include Electronic Checks payable to customers of Company or Bank.

3. Processing Company's Electronic File. Bank will review each Electronic Check and process the Electronic Checks Bank determines are eligible for processing on the Business Day Company transmits Company's Electronic File to Bank, if Bank receives Company's Electronic File before the processing deadline Bank separately discloses to Company ("Cut-Off Time") on that Business Day and on the next Business Day if Company transmits Company's Electronic File to Bank after Bank's Cut-Off Time. "Business Day" is every day except Saturday, Sunday and any federal holiday.
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4. Exception Checks. Each Business Day on which Bank processes Company's Electronic File, Bank may, without liability to Company, reject Electronic Checks Bank determines are ineligible for the Service (each, an "Exception Check"). "Exception Check" includes without limitation an Electronic Check that (a) is illegible or contains MICR data that is not machine-readable, (b) was previously processed as an Electronic Check, (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, (d) fails to conform to ANSI X9.100-187, or (e) any Electronic Check other than one described in (a), (b), (c), or (d) of this section 4 that applicable law prohibits Bank from accepting through a remote deposit capture platform.

Bank will notify Company of each Exception Check through Bank's Commercial Electronic Office® service or other communication channel at Bank's discretion. Company will deposit an Exception Check to Company's Account only by depositing the original Paper Check to which the Exception Check relates or as otherwise agreed by Bank and Company. Even if Bank does not identify an Exception Check when Bank processes the Electronic File that includes the Exception Check, the substitute check or purported substitute check Bank creates from the Electronic Check may be returned to Bank because, among other reasons, the Paying Bank determines it is illegible or missing an image. Bank's failure to identify an Exception Check will not limit Company's obligations to Bank under section 8.

5. Deposits to Company's Account. Bank will be deemed to have accepted each Electronic Check for deposit to Company's Account (other than any Exception Check) (a) on the Business Day Bank processes the Electronic Check (b) at the Bank office where Company's Account is maintained. Funds from these Electronic Checks will be made available in accordance with Bank's Funds Availability Policy applicable to Company's Account and will be deemed to be collected in accordance with Bank's Electronic Deposit Collected Funds Schedule which Bank will provide to Company upon request and may amend from time to time. If an Electronic Check or substitute check is dishonored by a Paying Bank, Company acknowledges and agrees that Paying Bank may create and return to Company or its customers a return substitute check conforming to ANSI X9.100-140 in lieu of the originally presented Electronic Check or substitute check. Company acknowledges and agrees that if Bank receives a notice of nonpayment from Paying Bank with respect to an Electronic Check or substitute check presented for payment, Bank has no obligation to provide this notice to Company or its customers.

6. Third-party processors.
a. General. This section contains additional terms applicable when Company is a third-party processor. Company is a "third-party processor" when it uses the Service either to (a) create and process an Electronic Check on behalf of a customer or (b) process an Electronic Check one of its customers has created and transmitted to Company.
b. Prerequisites for acting as a third-party processor. Prior to acting as a third-party processor with respect to any customer, Company will conduct due diligence appropriate to the type of customer (consumer or business). As part of Company's due diligence, at time a customer initially opens an account with Company, Company will obtain the customer's name, Taxpayer Identification Number, and address. In addition, Company will fulfill obligations under applicable law with respect to (a) establishing and maintaining a Customer Identification Program and an Anti-Money Laundering Program, (b) establishing and maintaining written procedures reasonably designed to identify and verify beneficial owners of legal entity customers and to include such procedures in its Anti-Money Laundering Program and (c) suspicious activity monitoring and reporting. Company will also enter into an agreement with each of its customers which includes (i) provisions paralleling those in this Service Description relating to creating Electronic Checks and maintaining the security of original Paper Checks; (ii) warranties paralleling each of the warranties Company makes to Bank in this Service Description; (iii) an acknowledgement that Bank may at any time refuse to process Electronic Checks for that customer; and (iv) if the customer is a business entity, an obligation that customer, upon request by Company, provide Company the information Company requires to enable Company to understand the nature of the customer's business.
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8 November 8, 2019 | Check Collections Service Description c. Risk parameters; ongoing monitoring. For each customer for which Company acts as a third- party processor, Company will, in accordance with reasonable commercial standards, monitor the customer's deposits for suspicious activity including out-of-pattern, duplicate and suspicious Electronic Checks on an ongoing basis and take appropriate actions with respect to the customer's account with Company, up to and including refusing to process Electronic Checks for the customer and/or preventing the customer from transacting on its account(s) with Company. Bank will establish and maintain confidential internal risk parameters for Company's Electronic File but Company is solely responsible for monitoring its customer's Electronic Checks.

7. Company's representations and warranties. Company represents and warrants to Bank Company will:
a. Use the Service only for eligible paper checks payable to or endorsed for deposit by Company or its customers (unless Bank expressly agrees otherwise);
b. Transmit to Bank only Electronic Checks suitable for processing including without limitation legible Electronic Checks containing machine-readable MICR data; c. Not transmit to Bank any Electronic Check that duplicates an Electronic Check previously transmitted to Bank or that did not originate as an eligible paper check; d. Maintain control over and sole responsibility for secure retention and destruction of each original eligible paper check for which Company or one of Company's customers has created an Electronic Check (including the security and integrity of nonpublic personal information appearing on the original paper check throughout the transmission flow and while in storage) and properly secure all hardware Company uses in connection with the Service at all times; e. Not transmit to Bank, deposit to Company's Account, or otherwise negotiate any original eligible paper check with respect to which Company has transmitted an Electronic Check to Bank, unless Bank has notified Company that the Electronic Check is an Exception Check; f. If Company uses an agent to create Electronic Items and/or transmit Company's Electronic File to Bank, Company will ensure its agent includes only Electronic Check payable to Company in an Electronic File, unless Bank expressly agrees to permit the agent to include Electronic Check payable to multiple customers of Bank; an
g. If Company is a third-party processor as set forth in section 6 of this Service Description, comply with section 6 of this Service Description.

8. Company's agreement to indemnify Bank. Company will indemnify, defend, and save harmless Bank, its parent company, and its affiliates and each of their respective directors, officers, employees, and agents (collectively in this section 8, "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:
a. Any negligent or intentional act or omission by Company in the performance of its obligations under this Service Description including without limitation failing to maintain control over and sole responsibility for secure retention and destruction of each original paper check for which Company has created an Electronic Check (including the security and integrity of nonpublic personal information appearing on the original paper item throughout the transmission flow and while in storage), in which event Losses and Liabilities will include without limitation consequential damages; b. Any material breach in a representation, warranty, covenant, or obligation of Company contained in this Service Description;
c. 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 Check, an Exception Check or an Electronic File, in which event Losses and Liabilities will include without limitation consequential damages; and
d. Bank posting or presenting an Electronic Check for which Bank is Paying Bank or presenting an Electronic Check to the Paying Bank for payment.
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Item 19.

9 November 8, 2019 | Check Collections Service Description e. Company will further indemnify, defend, and save harmless Indemnitees from and against all Losses and Liabilities by Indemnitees arising directly or indirectly from or related to Regulation CC (12 CFR Part 229) or Regulation J (12 CFR Part 210) as follows:
i. Bank warrants to a warrantee that (i) the electronic image of a check accurately represents all of information on the front and back of the original check as of the time that the original check was truncated and the electronic information includes an accurate record of all MICR line information required for a substitute check and the amount of the check ("Image Quality Warranty") and (ii) the warrantee will not receive a presentment of or otherwise be charged for an Electronic Check, an Electronic Returned Check, the original check, a substitute check, or a paper or electronic representation of a substitute check, such that the warrantee will be asked to make payment based on a check it has already paid ("No Double Debit Warranty"). In the case of transfers for collection or payment, Bank makes the Image Quality Warranty and the No Double Debit Warranty to the transferee bank, any subsequent collecting bank, the paying bank, and the drawer. In the case of transfers for return, Bank makes the Image Quality Warranty and the No Double Debit Warranty to the transferee returning bank, any subsequent returning bank, the depository bank, and the owner. If any Indemnitee suffers any Losses or Liabilities arising directly or indirectly from or related to a breach of any of these warranties, Company will indemnify the Indemnitee and not hold it responsible or liable. ii. Through Bank's providing the Service to Company, Bank is required to indemnify a depository bank that accepts the original paper check from which an Electronic Check is created for losses incurred by that depository bank if the loss is due to the check having already been paid. If any Indemnitee suffers any Losses or Liabilities arising directly or indirectly from or related to such depository bank indemnity obligation, Company will indemnify Indemnitee and not hold it responsible or liable.
iii. If Bank transfers or presents an "electronically created item" and receive settlement or other consideration for it, Bank is required to indemnify each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank against losses that result from the fact that (i) the electronic image or electronic information is not derived from a paper check; (ii) the person on whose account the electronically created item is drawn did not authorize the issuance of the item or to the payee stated on the item; or (iii) a person receives a transfer or presentment, or return of, or otherwise is charged for an electronically created item such that the person is asked to make payment based on an item or check it has paid. If any Indemnitee suffers any Losses or Liabilities arising directly or indirectly from or related to such electronically created item indemnity obligation, Company will indemnify Indemnitee and not hold it responsible or liable.

9. Termination. In addition to its rights to discontinue providing Services under the Master Agreement, Bank may discontinue providing the Service to Company immediately upon notice if Bank determines in its sole discretion that Company has breached any of Company's obligations under sections 7 or 8 of this Service Description.

10. Additional controls on Company.
a. General. In FIL-4-2009, Risk Management of Remote Deposit Capture ("RDC") Guidelines, the FFIEC sets forth guidelines for agreements between a financial institution and its RDC customers. In accordance with these guidelines, Bank has the authority upon reasonable prior notice to Company to (a) mandate specific internal controls at Company's locations, (b) periodically audit or require audits of Company's RDC operations including Company's IT infrastructure at Company's expense, and (c) request additional information about Company.
b. Company's Internal Controls. Company will establish internal controls related to Company's RDC operations. Upon reasonable request, Company will provide Bank with information about its internal controls and will work in good faith with Bank to resolve any concerns that Bank identifies with respect to such internal controls.
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Item 19.

10 November 8, 2019 | Check Collections Service Description c. Company's Consumer Complaints. Bank may upon reasonable prior notice to Company request information about:
i. Company's procedures for handling consumer complaints relating to Company's RDC product ("consumer complaints"),
ii. The number of consumer complaints Company received in the prior calendar quarter, and iii. The then current status of each consumer complaint.

11. Survival. Sections 7 and 8 of this Service Description will survive termination of the Service. 730
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Electronic Receivables Service Description
Treasury Management Services
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2 | Electronic Receivables Service Description | Revised July 28, 2021 Introduction
The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. ("Bank") provides you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description.

The services (each a "Service") covered by this Service Description are:
• E-Bill Express service
• E-Box service
• Integrated Receivables
• Receivables Manager service
The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d.The Account Agreement governing your account that you use for the Service ("Account"), e.The Product Enrollment Form ("Set-up Form") (which contains set-up information for the service in which you are enrolling), and
f.User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

E-Bill Express service

1. Description of services. With this Service:
a. You can make electronic bills available to your Customers through the Website, b.Customers make payments to you through the Website and other Payment Channels (see section 2) and using the Payment Methods (see section 3) offered in connection with the Service, c. We credit the Customer payments to your Account, and d.We offer electronic reporting options relating to your bills and your Customers' payments received through the Service (see section 4).

The specific features for the Service we will provide you, are detailed in the Statement of Work (SOW) to which you and we agree separately.

2. Payment Channels. The "Payment Channels" we offer to you are detailed in our User Guide for the Service and include the Website, telephone and an optional Interactive Voice Response (IVR) Payment Channel.
a. We maintain the Website through which Customers may make payments to you. b.With the telephone Payment Channel, a Customer arranges for a payment by calling you at a telephone number you maintain. For all Customer payments made through the telephone Payment Channel, you are required to enter information about the payment at the administrative portal for the Service. 732
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3 | Electronic Receivables Service Description | Revised July 28, 2021 c.With the IVR Payment Channel, we maintain a specific toll-free number for you and custom to you branded greeting and prompts.

3. Payment Methods. The "Payment Methods" you may make available to Customers are detailed in our User Guide for the Service and include debit and credit cards and electronic payments through ACH. a.If you will accept debit and credit card payments, the Service Documentation includes the Merchant Payment Solutions Service Description.
b.For ACH payments, the Service Documentation includes the ACH and Related Services Service Description. In the event of a conflict, this Service Description will control over the ACH and Related Services Service Description.
c. We may withdraw a Payment Method available for the Service at any time.

4.Information reporting. We make information and reporting about your bills and Customers' payments available to you through the administrative portal on the Website or automated transmission file.

5.Verification. We will not verify the accuracy of your bills or your Customers' payment amounts made through any Payment Channel.

6.Your privacy policy. You will provide us with any URL(s) you host for our use at the Website. The URLs you provide will direct Customers to your then-current privacy policy and terms of use. You will maintain current versions of your privacy policy and terms of use.

7.Licensed Marks. You grant to us a license to use the service marks, trademarks and or logos listed on the SOW (each, a "Licensed Mark") on the Website. We will not modify a Licensed Mark without your prior written consent. The term of this trademark license will be the same as the term set forth in the Master Agreement, unless either party provides written termination in accordance with this Section 4 of the Master Agreement. Either party may terminate this license at any time, with or without cause, upon notice to the other. Upon termination or expiration of this license, we will discontinue use of all Licensed Marks.

8. Representations and warranties. You represent and warrant to us that:
a.You will issue each bill only for products or services actually provided to the billed Customer and will retain each bill for a minimum of one year from the date of the bill, b.The billed amount will be the actual amount charged to the billed Customer for such products or services,
c. You are the sole owner of each URL you provide to us pursuant to Section 7 and each Licensed Mark, d. You will maintain current versions of your privacy policy and terms of use at the URLs provided to us, and e. You have received a copy of Federal Reserve Board Regulation E and will comply with it at all times.

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

E-Box service

1. Description of service. With this Service:
a.We provide you with information about payments your Customers make to you ("Remittance Information") through online bill payment services and other payment channels described in our User Guide for the Service,
b. We process Customer payments for credit to your Account, and 733
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4 | Electronic Receivables Service Description | Revised July 28, 2021 c.We provide information reporting ("Remittance File") on your Payments through our separate Receivables Manager Service. The specific processing services we will provide to you are detailed in the BRD to which you and us agree to separately.

2.Research and decisioning. We will make available to you a decisioning tool where you can view all payments, make decisions on exception items, perform payment research, and return payments.

3.Unfunded payments. We will process Payments for which we have received Remittance Information but not funding in accordance with the BRD.

4.Account credit. Each Business Day, we will credit your Account for Funded Payments through a consolidated ACH credit Entry. We originate each credit Entry in accordance with the ACH Rules.

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

Integrated Receivables service

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

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

2. a.Re-association. We analyze data elements pertinent to electronic Payments credited to your Accounts to associate such Payments with their respective remittance information (information from your payer describing the accounts receivable record for which a payment is being made, such as one or more invoice numbers) that you separately provide to us in a “Remittance File” or is provided in an e-mailed advice by your customers in accordance with the protocol to which you and we agree. Each such match is a “Re-associated Payment”.
b.Invoice matching. We automatically match Payments and Remittance Details with Accounts Receivable records you separately report to us in your Open Receivables File. Each such match is a “Validated Payment”.
i.Checks. For check Payments credited to your Accounts that we receive through a lockbox we maintain for you, we extract remittance information from Remittance Materials (as defined in the Lockbox Service Description) and use it to the extent reasonable to create Validated Payments. ii.Addenda Records. For electronic Payments that include remittance information embedded within the electronic payment instruction for such Payments (“Addenda Records”), we use such Addenda Records to the extent reasonable to create Validated Payments. 734
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5 | Electronic Receivables Service Description | Revised July 28, 2021 iii.Re-associated Payments. We use the remittance information associated with Payments in the Re-association step described in 2.a above to the extent reasonable to create Validated Payments.

3.Manual matching. Each credit to your Accounts for which we are not able to create a Re-associated Payment or a Validated Payment through the Service is an “Exception”. You may view Exceptions in our CEO portal in accordance with its applicable terms and conditions. a.Review. In CEO, we will display details of Exceptions and items described in your Remittance Files and Open Receivables Files that, as of the time of viewing, have not been included as components of Matched Payments in any Posting File we have previously made available to you. b.Match items. Using the CEO interface, you may create additional Validated Payments by manually matching the Exceptions with open accounts receivables details displayed in CEO.

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

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

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

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

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

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

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

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6 | Electronic Receivables Service Description | Revised July 28, 2021 Receivables Manager service

1.Description of service. With this Service, you may receive consolidated electronic files and/or human readable documents containing information (each, a "File") regarding credits and/or debits to your Account(s) and associated Remittance Information.

2. User Guide.

The User Guide provides details about the following:
a. The types of payments for which we provide the Service, b. The options we offer for formatting Files,
c. The secure transmission platforms we offer to deliver Files to you, d. The schedule we follow in providing the Service, and e.Our Service level goals.

3.Advice Matching Service. If you enroll in our Advice Matching Service, we will accept an email or File containing Remittance Information from your payer and attempt to match the information to payments the payer makes separately by ACH, wire transfer, or check, provided the payer does the following:
a.Sends the remittance Information to us in advance of the payment information being sent to you in the File, and
b.Includes information we can use to identify the payer and match the Remittance Information and the associated payment based upon criteria you establish.

You have the ability to manually match any payments we are unable to match automatically using the Receivables Manager application on CEO. You may also use this application to set-up payer information to automatically match future payments.

4.Remittance Repair Service. If you enroll in our Remittance Repair Service, we will automatically reformat freeform Remittance Information. If we are unable to automatically repair the format, you can manually repair remittance information using the Receivables Manager application on CEO. Optionally, you can save the repair instructions as rules to apply to future payments from the payer.

5.Your receipt of Files; acknowledgments. We will not monitor Files transmitted to you through the Service including, but not limited to, any acknowledgment your system may generate upon its receipt of a File. If you do not receive a File when you expect to, you must notify us. Upon your request, we will use commercially reasonable efforts to resend a File to you within 14 days after we initially transmitted the File, but we will have no liability for not doing so.

6.Incorrect, Incorrectly Formatted Information. We are not responsible for the accuracy of and will not verify Remittance Information we receive from your trading partners and provide to you through the Service 736
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7 | Electronic Receivables Service Description | Revised July 28, 2021 Glossary
Account Agreement means the applicable account agreement governing your Account.

ACH means Automated Clearing House
ACH Rules means the Nacha Operating Rules and applicable local ACH rules.

Applicable Law is defined in section 3 of the Master Agreement.

BRD means Business Requirements Document.

Business Day means every day except Saturday, Sunday and federal holidays. When used in connection with funds transfer Services, "Business Day" means each day on we are open for business related to that Service.

Customer(s) means the purchaser(s) of your products and services.

Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service.

Entry is defined in the ACH Rules.

Funded Payment means a payment for which we receive Remittance Information and the funds relating to the Payment.

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

Master Agreement means the Master Agreement for Treasury Management Services.

Representatives is defined in section 11(f) of the Master Agreement.

SOW means Statement of Work.

Website means the website we maintain in your name in connection with the E-Bill Service. 737
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Lockbox Service Description
Treasury Management Services
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2 | December 1, 2019 | Lockbox Service Description
Introduction
The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. ("Bank") provides you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description.

The service ("Service") covered by this Service Description is:
• Lockbox
The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing your account that you use for the Service ("Account"), e. The Product Enrollment Form ("Set-up Form") (which contains set-up information for the service in which you are enrolling), and
f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

Lockbox Service

1. Description of lockbox service.
a. With this Service we provide you with a lockbox ("Lockbox") and Lockbox Address for receipt and processing of (i) Checks, and (ii) Charge Authorizations (if you elect this service option and subject to the requirements in section 4 below).
b. The Service will start after we have assigned the Lockbox Address to you, you have opened your Account, delivered to us the Set-up Form selecting your options for the Service and provided us with any other requested information or documents.
c. You will instruct your customers to mail Checks and Charge Authorizations (if applicable) to the Lockbox Address, or for overnight delivery to the applicable street address. You will also instruct your customers and other payors not to send cash to the Lockbox. Cash that is sent to the Lockbox will be subject to Currency Transaction Reporting. d. We or our agents will have exclusive and unrestricted access to the Lockbox.

2. Lockbox processing.
a. Processing remittance materials.
i. Each Business Day we will examine the Remittance Materials in the Lockbox and image them in accordance with section 6.
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3 | December 1, 2019 | Lockbox Service Description
ii. Cash will be removed from the envelope and a credit advice for the amount of the cash will be placed with the envelope and imaged.
iii. Except as provided in this Service Description or as otherwise agreed, we will not reconcile the Payments in the envelopes to Invoices or to any other Remittance Materials. iv. Subject to any Business Rules you specify, we will process a Check (1) by automated means when a scannable Invoice is included with the Check ("Automated Processed Check") and (2) manually when a non-standard Invoice is included with the Check or no Invoice is included ("Manually Processed Check").
b. Deposits. Each Business Day, we will deposit Checks (other than Exception Manual Checks described in section 2(d) below) and cash received in the Lockbox to the Account in accordance with the Account Agreement.
c. Payments processed by automated means.
i. Except as set forth in section 2(c)(ii) below or in your Business Rules, each Automated Processed Check may be deposited in the Account despite any discrepencies in the amount, any postdating or staledating, missing information or alterations on the Check, as described in the User Guide.
ii. If you elect to use the Decisioning Module described in section 3, you can give us specific processing instructions for Automated Processed Checks before the Cutoff Time. d. Payments processed manually.
i. Except as set forth in your Business Rules, each Manually Processed Check will be deposited in your Account, except:

1. An Exception Manual Check,

2. A Manually Processed Check that has been altered (subject to section 2(e) below),

3. You specifically instruct us to the contrary using the Decisioning Module described in section 3, and

4. You have given us a written list of acceptable payee names and the payee name on the Manually Processed Check does not match an acceptable payee name. e. Alterations. We will use commercially reasonable efforts to identify any alteration to a Manually Processed Check and not accept a Check we have identified as altered for deposit. f. Restrictive notations. We will not inspect Checks to determine whether they bear restrictive notations, such as "Paid in Full."
g. Foreign checks. If you and we enter into an agreement to provide services for Foreign Checks we will deposit and process a Foreign Check if both the foreign bank location and the Foreign Check currency appear on our approved list. A Foreign Check not meeting these criteria will not be deposited and will be returned to you in accordance with section 2(h). h. Rejected remittance materials. Unless you elect otherwise in writing, we will mail to you (i) any Remittance Materials which are not imaged in accordance with section 6, and (ii) any Checks or other instruments which are not deposited in accordance with this Service Description.

3. Decisioning module. If you elect to use our Decisioning Module for the Service, you can send us processing instructions through the CEO portal for certain Checks which we have determined may be unprocessable (each, an "Unprocessable Check"). Each message related to the processing of an Unprocessable Check (your "Decisioning Instruction") must be received by us by the Cutoff Time. If we do not receive a Decisioning Instruction by the Cutoff Time, we will handle the Unprocessable Check in accordance with your Default Option. "Default Option" means your election for us to take one of the following actions for any Unprocessable Check:
a. "Deposit all," meaning we deposit the Unprocessable Check in your Account (this will be the default option unless you elect otherwise), or
b. "Reject all," meaning we reject the Unprocessable Check and return it to you as described in section 2(h).
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4 | December 1, 2019 | Lockbox Service Description

4. Charge authorizations. If you elect this Service option (and it is available at your Lockbox processing site), you are required to enter into a Merchant Agreement with us and the Merchant Agreement will govern any Charge Authorizations. As set forth in the Merchant Agreement:
a. We will process each Charge Authorization received in the Lockbox which is completed with the required processing information,
b. We will not process a Charge Authorization and will return it to you if any required information is missing or it is illegible,
c. We will seek approval from the issuer of the credit card for the payment on the Charge Authorization,
d. We will request settlement for each Charge Authorization that the issuer approves, and e. Each Business Day we will make information on processed Charge Authorizations available through the channel you and we agree to.

5. Virtual lockbox service.
a. Description of service. When you enroll in our optional Virtual Lockbox Service you can:
i. Create Electronic Checks from eligible paper checks in accordance with the Wells Fargo Remote Deposit Capture Service Description ("RDC Service Description"), which is incorporated by reference into this Service Description, ii. Create images of Invoices and other Remittance Materials according to this Service Description, and
iii. Transmit Electronic Checks and Remittance Materials to us in an Electronic File for processing according to the RDC Service Description and this Service Description. b. Processing.
i. Business Rules. If you and we have agreed to Business Rules to apply during the processing of your Electronic Files, we will apply them to each Electronic File you send us. Our processing will include data capture of the dollar amount of each Electronic Check, along with data entry related to Remittance Materials, as agreed to by you and us in your Business Rules. ii. Exception Electronic Checks. If we identify any Electronic Checks that are ineligible for processing, we will identify these exception checks in a report made available to you. You are responsible for reviewing each electronic check identified in this report in a timely manner and arranging for the timely disposition of each check (whether through recapture or physical deposit) outside the process available in connection with this Service. c. Instructions. If this option is available to you, you can use the CEO portal or another communications channel you and we agree to use to give us specific processing instructions for the Electronic Files.

6. Imaging and retention.
a. Imaging and access to images. Unless you and we agree otherwise, we will electronically image all Remittance Materials unless rejected or otherwise unprocessable. You may access images of Remittance Materials through the CEO portal or other communications channels or transmission methods we offer to you. We will redact credit card information including account number, signature and expiration date on images of Charge Authorizations. b. Destruction of originals. All original Checks and other Remittance Materials that we image pursuant to this Service Description will be destroyed 5 Business Days after the processing date.

You will notify us of any issues which require inspection of original Checks or Remittance Materials before the end of the 5-day period.
c. Intraday image access. Any images that you access on an intraday basis may not be final and are subject to further value-added keying. You assume all risk associated with your use of or reliance on intradayimages.
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5 | December 1, 2019 | Lockbox Service Description

7. Representations and warranties. You represent and warrant to us that:
a. Any person you identify in the Set-up Form or any other communication delivered to us is authorized to receive communications and give us instructions regarding the Service. If the authority of any authorized person changes, you will promptly notify us in writing. We will have a reasonable time after receipt of a communication to act on it. b. If a payee on a Check received in the Lockbox is a legal entity other than you, you are duly authorized by the payee to have the Check endorsed and deposited into your Account. c. Each Charge Authorization received at the Lockbox is legitimate and duly authorized by the account debtor.

8. Indemnification. You agree to indemnify and hold us and our Representatives harmless from and against any and all Losses which we or our Representatives suffer or incur relating to:
a. A breach of your representations and warranties in section 7, b. Any keying errors or misapplied payments resulting from your Decisioning Instructions or errors or delays in your Decisioning Instructions caused by your computer system issues, c. Any action taken by us in response to a Decisioning Instruction, except to the extent that any such Losses are directly caused by our gross negligence or willful misconduct, and d. The processing of Charge Authorizations.

9. Limitation on liability.
a. We will have no liability or responsibility for Losses arising from:
i. Any keying errors or misapplied payments resulting from your Decisioning Instructions or errors or delays in your Decisioning Instructions caused by your computer system issues, ii. Depositing a Check bearing a restrictive notation in accordance with this Service Description, regardless of whether we have knowledge of the restrictive notation, iii. The deposit of any altered Check, unless the loss results directly from the willful misconduct of our officers or employees, or
iv. Processing a Charge Authorization in accordance with this Service Description. b. In addition to the other limitations on our liability contained in the Master Agreement, if you incur a material loss which results directly from our negligence or breach in performing the Service due to our failure to deposit a Payment according to this Service Description, our liability will be limited to direct damages in an amount not to exceed interest on the Payment amount calculated at the Federal Funds rate for the time period such Payment amount is not in your Account, not to exceed 30 days.

10. Miscellaneous.
a. Service fees. We may require that you establish a separate analyzed account with us for billing purposes. You authorize us to debit our Service fees and charges from the billing account. b. Termination. Upon termination of the Service, we will (i) close the Lockbox, and (ii) dispose of the mail addressed to the Lockbox in the manner instructed by you for a period of 3 months after the termination date, unless otherwise agreed between you and us. You will prepay our Service fees to dispose of the Lockbox mail based on our estimate at the time of termination. c. Customer service. Any questions that you have with respect to the Service should be addressed to our customer service center at the telephone number and address separately provide to you. d. Assignment. Notwithstanding anything to the contrary in this Service Description or the Service Documentation, our rights and obligations with respect to the Service shall be assignable to any successor in interest without restriction.
e. Survival. Sections 8 and 9 of this Service Description will survive termination of the Service. 742
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6 | December 1, 2019 | Lockbox Service Description
Glossary
Account Agreement means the applicable account agreement governing your Account.

Applicable Law is defined in section 3 of the Master Agreement.

Business Day means every day except Saturday, Sunday and federal holidays.

Business Rules mean certain processing rules that you and we agree in writing to apply to the Payments and Electronic Checks.

Charge Authorization means a written authorization to charge your customer's credit card for a payment due to you.

Check means a paper Item (which includes drafts) received at the Lockbox that we accept in payment of obligations to you.

Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service.

Decisioning Module means our Online Lockbox Decisioning Module.

Electronic Check means an electronic image of, and electronic information derived from a paper check.

Electronic File means an electronic file transmitted to us with an Electronic Check.

Exception Manual Check means a Manually Processed Check that we determine in our sole discretion is not eligible for processing, as described in the User Guide for the Service.

Foreign Check means a Check drawn on a foreign bank or payable in a currency other than U.S. Dollars.

Invoice means an invoice or remittance coupon included with a Payment received in the Lockbox.

Item is defined in the Account Agreement.

Lockbox Address means the United States Postal Service address we assign to you for the Service.

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

Master Agreement means the Master Agreement for Treasury Management Services.

Merchant Agreement means a separate merchant services agreement you and we enter into for us to process your Charge Authorizations.

Payment means a Check, Charge Authorization or cash received in the Lockbox.

Remittance Materials means any Checks, Charge Authorizations, Invoices, correspondence, papers, documents, and other envelope contents (other than cash).

Representatives is defined in section 11(f) of the Master Agreement. 743
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© 2020 Wells Fargo Bank, N.A. All rights reserved.

ACH and related services
Service Description
Treasury Management services
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Table of contents
03 Introduction
03 Services
03 ACH Origination Service
06 Cash Concentration Service
07 ACH Fraud Filter Service
08 Perfect Receivables® Service
09 WellsTAX® Payments Service
11 Glossary
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Introduction
The Service Documentation contains the terms and conditions under which we provide you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the end of this Service Description.

The services (each a "Service") covered by this Service Description are:
• ACH Origination service
• ACH Fraud Filter service
• Cash Concentration service
• Perfect Receivables® service
• WellsTAX® Payments service
The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing the Account,
e. The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Service Description and all Service Documentation.

Services
ACH Origination Service

1. Description of services. With this Service you can originate ACH credit and debit Entries in accordance with the ACH Rules. Any capitalized terms not specifically defined in the Service Documentation will be as defined in the ACH Rules.

By using this Service, you authorize us to originate Entries on your behalf to Receivers' accounts, you agree to be bound by the ACH Rules, and you agree not to originate Entries that violate the laws of the United States.

2. Preparation of Entries and Files; processing schedules. You will prepare and deliver each File in accordance with the ACH Rules, User Guides and other guidelines we make available to you. You agree to use the applicable Security Procedure when you send Entries to us. We will process each File under our current processing schedule and any instructions about the Settlement Date of an Entry that you provide, if (a) we receive the File by our Cutoff Time on a Business Day and (b) the ACH is open for business. Your Files will be considered received by us when the transmission is completed and authenticated in compliance with the Security Procedure. If your File is received after our Cutoff Time or on a day when the ACH is not open for business, we will treat the File as having been received prior to our Cutoff Time on the next Business Day on which the ACH is open for business. In processing your Entries or Files, we may use any means of transmission, funds transfer system, clearing house or intermediary bank that we reasonably select.
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3. Inconsistency of name and number. If an Entry describes the RDFI both by name and identifying number, we, a Gateway Operator or another financial institution handling the Entry may rely on the identifying number to identify the RDFI, even if the identifying number refers to an institution other than the named RDFI. If an Entry describes a Receiver both by name and identifying number, the RDFI may pay the Entry based on the identifying number, even if the number identifies a person different from the named Receiver.

4. Your payment obligations with respect to entries. You are obligated to pay us in immediately available funds an amount equal to the sum of all credit Entries you deliver to us before we send your Entries to the ACH or Gateway Operator, or post an on-us Entry. When we act as both the ODFI and RDFI for an Entry, the Entry is an "on-us Entry." You will maintain available funds in each Account sufficient to cover your credit Entries. You authorize us to debit the Account for the total amount of all credit Entries originated from it at any time. We may refuse to process any credit Entries, even if we have done so in the past, without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. We may take other actions to ensure we receive payment for your credit Entries including (a) upon notice to you, placing a hold on funds in any account you hold with us or our affiliate sufficient to cover your credit Entries and (b) setting off against any amount we or our affiliate owes you. In addition, we may charge the Account or any other of your accounts held with us or our affiliate for any debit Entry, including any correcting or Reversal Entry later returned to us. You will reimburse us for any returned debit Entries on the same day you receive notice of the returned Entry. You agree that we do not need to send a separate notice of debit Entries which have been returned unpaid.

5. Provisional credit. If we credit your Account for an Entry, the credit is provisional until we receive final settlement. If we do not receive final settlement, we are entitled to debit your Account or any other accounts you own in whole or in part with us or our affiliate for the amount of the Entry. If there is any remaining shortfall, you will pay it immediately upon demand.

6. Rejected entries. We may reject an Entry or File if you do not comply with the terms of the ACH Rules and the Service Documentation, and we will attempt to notify you promptly so you may correct the problem. We will have no liability for rejecting an Entry or File or failing to provide notice of a rejection. If you ask us to repair an Entry or File, we will have no liability if we are unable to make the requested repair. You will pay all charges and expenses for any repair or attempted repair.

7. Cancellation, amendment, reversal. You have no right to cancel, amend or reverse an Entry or File after we receive it. If you do request that we cancel, amend or reverse an Entry or File, we may, in our sole discretion, attempt to complete the request. If we do not complete the request, we will have no liability and you will reimburse us for any expenses, losses or damages we incur.

8. Your duty to report erroneous or unauthorized entries. You will exercise reasonable care to determine whether an Entry we accepted was either erroneous or not authorized and to notify us of the relevant facts within a reasonable time not exceeding 14 days after you receive our notification that the Entry was accepted or that the Account was debited for the Entry, whichever is earlier. If you do not notify us within 14 days, we will not be liable for any loss of interest or for any other loss relating to an erroneous or unauthorized debit to your Account or because of any other discrepancy in the notification.

9. Re-transmission of returned entries. We are not required to re-transmit a returned Entry or File to the ACH or Gateway Operator, or to take any further action on a returned on-us Entry.

10. Audit. You grant us ongoing access to your Files and the right to audit periodically your Files, ACH processes and controls so we can verify your compliance with the ACH Rules and this Service Description or any other Service Documentation.
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11. Warranties. We make certain warranties under the ACH Rules and other Applicable Law when you use this Service. You will reimburse us for any Losses we incur, including our reasonable attorneys' fees and legal expenses, as the result of a breach of a warranty we make in connection with any of your Entries, except to the extent that the Losses resulted from our own gross negligence or intentional misconduct.

12. Indemnification. WWe indemnify certain persons under the ACH Rules when you use this Service. You agree to reimburse us and our Representatives for any Losses we incur, including our reasonable attorneys' fees and legal expenses, as the result of the enforcement of any such indemnity, except to the extent the Losses resulted solely from our own gross negligence or intentional misconduct. In addition, you will indemnify us and our Representatives from and against all Losses awarded against or incurred or suffered by us arising directly or indirectly from or related to any material breach of a representation, warranty, or covenant you provide regarding this Service.

13. Termination. In addition to the termination provisions contained in the Master Agreement, we may terminate this Service immediately upon notice to you if we determine in our sole discretion: the number of returned debit Entries is excessive; you have breached a warranty provided under the ACH Rules or this Service or otherwise failed to comply with the ACH Rules.

14. Survival. Sections 3, 5, 6, 8, 9, 12 and 13 will survive termination of this Service.

Additional Terms and Service options

15. International Entries. This section contains additional terms that apply when you originate International Entries. a. General. You agree to comply with, and we will process each International Entry in accordance with:
i. The laws and payment system rules of the receiving country of your International Entry, ii. Any agreement we provide to you governing International Entries between us and the Gateway Operator we use to process the International Entry, and
iii. The ACH Rules.

If there is a conflict among these three areas, they will govern in the order listed above. b. Currency conversion. With respect to International Entries we agree to originate in a Foreign Currency, the currency conversion is governed by section 8 (Currency conversion) of the Master Agreement. For debit Entries, however, we use the Applicable Exchange Rate in effect at the time we receive the funds for settlement of the debit Entry rather than at the time we send (or execute) the debit Entry. If the debit Entry is returned to us, we may charge the applicable Account or any other of your accounts with us or our affiliate for the amount equal to the value of the returned debit Entry, after we have converted the Foreign Currency to the Account Currency at the Applicable Exchange Rate in effect when we process the returned debit Entry. We will not be liable for a sum in excess of the original amount of the debit Entry after conversion. c. Acts or omissions of third parties. We will not be liable for:
i. Any failure or delay by a Gateway Operator, any intermediary financial institution, or the financial institution designated to receive the International Entry in the receiving country in processing or failing to process any Entry we transmit to the receiving country, or ii. Any acts or omissions by a third party including the delay or failure of any third party to process, credit or debit any International Entry.

16. Third-party sender activities. This section contains additional terms that apply when you are a Third-Party Sender. a. General. Prior to originating any Entry on behalf of each customer or upon our request, you will:
i. Provide us with the information we require to understand the nature of your customer's business, including the name, Taxpayer Identification Number, business activity and geographic location of your customer, and whether your customer is also a Third-Party Sender,
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ii. Timely provide us with information we require for purposes of our registration of you or your customer as a Third-Party Sender in accordance with the ACH Rules ("Registration") and supplemental Registration information requested by us, and
iii. Upon our request, obtain our written approval to originate or continue to originate Entries for that customer (which we may rescind upon written notice to you), and
iv. Enter into a written agreement with that customer in which that customer agrees:

1. To assume the responsibilities of an Originator under the ACH Rules and to be bound by the ACH Rules,

2. Not to originate ACH Entries in violation of the laws or regulations of the United States including without limitation the regulations issued by the Office of Foreign Assets Control,

3. To grant us ongoing access to audit the customer and any ACH Entry that it has transmitted to you for transmission to us, and

4. That we may at any time refuse to process an ACH Entry for that customer. b. Updates to registration information. You will timely notify us of any changes to information you provide to us for the Registration of you or your customer as a Third Party Sender. c. Representations and warranties. With respect to each of your customers for which you are originating transactions through us, you represent and warrant to us that you have conducted the appropriate due diligence to determine that:
i. Each customer is engaged in a legitimate business, and ii. The type, size and frequency of transactions that each customer is originating is normal and expected for the customer's type of business.
d. Ongoing monitoring. You will use reasonable commercial standards to monitor each customer's business and transactions on an ongoing basis, and notify us promptly if you identify any unusual activity by your customer. You will take appropriate actions with respect to the customer, including refusing to originate Entries for your customer.

17. Perfect NOC service. With our Perfect NOC Service, we maintain a database of Notifications of Change (each, a "NOC") that we receive. We use this database to update your Entries in accordance with the Service options you select from time to time. We will notify you of each NOC we receive in connection with your Entries. Additional details about this Service are more fully described in the applicable User Guide.

18. MICR-split processing service.
a. With our MICR-Split Processing Service, if we determine that an RDFI for a debit Entry you sent is not an ACH participant (or as otherwise reasonably determined by us as appropriate), you authorize us to issue a preauthorized check ("PAC") using the debit Entry data you provided. PACs are drawn upon the Receiver's account with the applicable RDFI and deposited in your Account, but do not contain the signature of the Receiver. b. You represent and warrant to us that:
i. You have the appropriate authorization from each person owning the Receiver's account shown in the debit Entry data, which remains effective when we issue the PAC, and ii. You are not a "telemarketer" for purposes of the Federal Trade Commission's Telemarketer Sales Rule (16 C.F.R. Part 310).

19. Cash Concentration service. With the Cash Concentration Service, we originate debit Entries to move funds from your Remote Accounts into your Concentration Account. We make summary and detail level reports of your cash concentration transactions available to you through our Cash Concentration Reporting Service. Additional details about this Service and available service options are more fully described in the applicable User Guide. a. Options. You can choose from the following options:
i. Touchtone or online option. We originate debit Entries to collect funds from your Remote Accounts for the transfer amounts you specify based on deposit information entered for each location by touch-tone telephone or computer.
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ii. Automated Cash Concentration option. We request account balances from the financial institutions holding the Remote Accounts. We calculate transfer amounts and originate debit Entries based on your specified target balances for the Remote Accounts and other transfer parameters you may establish. b. Representations and warranties. With respect to each debit Entry we originate on your behalf, you represent and warrant to us that:
i. The debit Entry is authorized,
ii. If you are using the Touchtone/Online option, the corresponding deposit input is accurate, and iii. If you are using the Automated Cash Concentration Option, you have authorized each financial institution holding a Remote Account to comply with our request for balance information. c. ACH deadlines. If by our applicable Cutoff Time (i) you do not complete your deposit inputs for the Touchtone or Online option or (ii) we are unable to obtain balance information for a Remote Account for the Automated Cash Concentration option, we will not be responsible for failing to meet the ACH deadlines to originate the debit Entries.
d. Automated Cash Concentration authorization. You authorize us in our own name or in your name, to request that each financial institution holding a Remote Account provide us or our designee with the account balance information each Business Day using any method specified by us.

ACH Fraud Filter Service

1. Description of service. With this Service, you can manage incoming ACH Entries in accordance with the ACH Rules.

Any capitalized terms not specifically defined in the Service Documentation will be as defined in the ACH Rules. You have the following options:
a. Stop option. This option stops all incoming ACH Entries you have not authorized in advance (and not set as preauthorizations). Entries stopped under the Stop Option will be returned to the ODFI as unauthorized. b. Review option. You review and decision each incoming ACH Entries (not set as preauthorizations) before the applicable cutoff time and select each Entry to be either paid or returned. Entries that you have selected for return under the Review Option will be returned to the ODFI as unauthorized and we will create a reversing adjustment to your Account. If you do not make a pay/return decision on an Entry prior to the applicable cutoff time, the Entry will be paid or returned based on the default action you specified. c. Additional criteria. You may also set up additional decisioning criteria, including limits and preauthorizations.

2. Echecks. You have the following options for incoming ACH Entries that have been converted from a check (Echecks). a. Stop option. All Echecks will be automatically stopped and returned to the ODFI as unauthorized. b. Post option. All Echecks will automatically post without your review. c. No additional criteria. Additional decisioning criteria, including limits and preauthorizations, are not available for Echecks.

3. Service restrictions. You agree to be bound by the ACH Rules for all Entries. Regardless of the Service options or other criteria you have in place, we may return any Entry in accordance with the ACH Rules and Applicable Law. We may also accept any Entry, Reversal Entry or adjustment in accordance with our obligations under the ACH Rules and Applicable Law. This Service does not apply to transactions between you and us. We may pay Entries which you have authorized us to originate against your Account (for instance, loan or credit card payments), whether or not you have included these in your decisioning criteria.

4. Termination. Upon termination of this Service, you will still have the right to return individual Entries in accordance with the ACH Rules and Applicable Law.
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Perfect Receivables® Service

1. Description of service. With this Service, you can elect options for posting and reporting information about ACH entries and wire transfers (each, a "Remittance") that we post each Business Day to your Account(s). We provide a range of unique Wells Fargo payment identification codes (WPICs) that can be used to route Remittances to your Account and help you identify and post your receivables to the correct remitter.

2. WPIC restrictions.
a. You may not assign a WPIC to more than one remitter or reuse any WPIC numbers. b. If you cannot post the Remittance to your remitter in accordance with the WPIC information, you must return the Remittance.
c. We reserve the right to limit your ability to receive debit or credit Remittances for any WPIC number or range of WPIC numbers above a specified amount and to change the specified amount, which may be as low as zero, at any time upon notice to you,
d. We have the right to rescind any WPIC number or range of WPIC numbers at any time in our sole discretion. For example, we may do so if we consider it necessary to comply with Applicable Law. We will use reasonable efforts to notify you before rescinding any WPIC number unless we are prohibited from doing so by Applicable Law, or by our applicable policies and standards, as amended from time to time. When you receive notice of the rescission of any WPIC number, you will promptly notify the remitter assigned to the rescinded WPIC number that the WPIC number may no longer be used to receive Remittances. You will use best efforts to prevent the WPIC from being used to receive Remittances and will block or otherwise restrict access to funds received through a rescinded WPIC.

3. Processing of Remittances; chargebacks. Each Business Day, we will post to your Account all Remittances we receive prior to the Cutoff Time, except for Remittances we reject or other restricted Remittances. Each credit to your Account for a Remittance is provisional until we receive final settlement for the Remittance. If we do not receive final settlement, we may debit your Account or any other account you own, in whole or in part, with us or any of our affiliates for the amount of the Remittance. You will pay us immediately upon demand for any shortfall remaining after such chargeback.

4. Rejected Remittances. We may, but are not obligated to, reject a Remittance:
a. That does not contain all of the required information specified by us, b. If we suspect that you are not entitled to the Remittance, c. If at the time we receive the Remittance, you do not maintain an Account with us, the Service has been terminated, or we are not permitted by Applicable Law to accept credits or debits to any of your Accounts, or d. If you are in default under this Service Description or any other Service Documentation.

5. Reporting. Each Business Day, we will provide you with the information about Remittances posted to your Accounts through the communications channels you elect.

6. Violation of Applicable Law. You represent and warrant to us that you will not use the Service in a manner that could result in a violation of Applicable Law. You will provide us with the information we require to understand the nature of your use of the Service and grant us ongoing access to audit your compliance with Applicable Law. In addition to our other rights to terminate the Service under the Service Documentation, we may terminate the Service upon notice to you if we determine your use of the Service could result in a violation of Applicable Law. 751
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WellsTAX® Payments Service

1. Description of service. With this Service, you can use our CEO® portal or a touch-tone telephone to request transfers from your Account (each, a "Transfer") to pay your U.S. federal, state or other taxes specified from time to time in our User Guides. By using this Service, you authorize us to originate ACH credit Entries on your behalf to effectuate the Transfers. You agree to be bound by the ACH Rules, and also comply with applicable provisions of the ACH Service Description, which is incorporated by reference into this Service Description.

2. Procedures for initiating transfers. You will deliver your requests for Transfers in accordance with the Service Documentation, including the User Guides. You agree to use the applicable Security Procedures for your Initiation Method (including access codes and passwords for touch-tone telephone initiation method) when you send Transfer requests to us.

3. Accuracy of data. You will provide us with the information necessary for us to inform the applicable government agency or entity of the tax payment within the time period required by any rule or regulation governing the payment.

You authorize us to rely on the accuracy of the information you have provided to us.

4. Transfer deadline. Any Transfer request delivered on any Business Day after the applicable Cutoff Time, or on a non- Business Day, will be deemed received on the following Business Day. You must deliver Transfer requests by the applicable Tax Transfer Deadline.

5. Authorized reporting agent. If you are a taxpayer required by federal law to make electronic Federal Tax Deposit (FTD) payments to the Internal Revenue Service (IRS) and submit FTD information through the U.S. Department of the Treasury's Electronic Federal Tax Payment System (EFTPS), we will make your Transfers as FTD payments submitted through EFTPS, regardless of any other instructions from you. In performing the Service, we are acting as your authorized reporting agent. You authorize us to accept debit Entries from the IRS to make the Transfers, and to debit your Account for the amount of such payments.

6. Payment for Transfers. You authorize us to debit your Account before we process a Transfer. We may refuse to process a Transfer if the Transfer would exceed the available funds in the Account on the Tax Transfer Deadline.

7. Rejected Transfers. We also reserve the right to delay or reject any Transfer if we believe the Transfer may violate Applicable Law or if we believe the Transfer will present a risk to you and/or us, or for other reasons. If we do not accept a Transfer request or must delay making a requested Transfer, we will attempt to notify you.

8. No verification of Transfer Requests. We are under no obligation whatsoever at any time to verify any Transfer and will have no liability for failing to investigate or verify any Transfer request.

9. Confirmations. We will confirm each Transfer on your account statement or on any bank information reporting service that we provide you. You must immediately inform us of any Transfer that is incorrect or unauthorized.

10. Amendments and cancellations of transfer requests. You may cancel a Transfer request before the Cutoff Time if we have not processed the Transfer. After we have processed a Transfer, it cannot be canceled, amended or reversed.

11. Records, information and audits. You will verify the accuracy of all records and information regarding the Service or any Transfer and you will notify us immediately of any errors. Nothing in the Service Documentation will relieve you of:
a. Any responsibility imposed by law, regulation or contract with regard to the maintenance of records, or b. Any responsibility to perform audits and account reviews customarily conducted by persons or entities whose businesses are similar to your business.
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12. Responsibility for paying taxes. Any interruption in the Service will not relieve you of any obligation to pay any tax to the IRS, or any other government agency or entity owed the tax, and we will have no liability to you for your failure in such circumstances to pay any tax.
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11 | ACH & Related Services - Revised December 18, 2020 Glossary
Account means your account(s) with us used in connection with the Service.

Account Agreement means the applicable account agreement governing the Account.

Account Currency is defined in section 8 (Currency conversion) of the Master Agreement.

ACH means Automated Clearing House.

ACH Rules means the Nacha Operating Rules and any applicable local ACH rules.

Applicable Exchange Rate is defined in section 8 (Currency conversion) of the Master Agreement.

Applicable Law is defined in section 3 (Changes to service) of the Master Agreement.

CEO® portal means our Commercial Electronic Office® portal.

Concentration Account means your Account designated in the Concentration Account Services Set-up Form.

Cutoff Time means our cutoff time each Business Day we separately disclose to you for the applicable Service.

Entry is defined in the ACH Rules.

File is defined in the ACH Rules.

Foreign Currency is defined in section 8 (Currency Conversion) of the Master Agreement.

Gateway or Gateway Operator is defined in the ACH Rules.

Initiation Method is defined in section 6 (Security procedures) of the Master Agreement.

International Entry means an Entry to an account outside the United States.

Item is defined in the Account Agreement.

Log-on Credentials is defined in section 9 (CEO portal) of the Master Agreement.

Losses means liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and court fees).

Master Agreement means the Master Agreement for Treasury Management Services.

NOC or Notification of Change is defined in the ACH Rules.

ODFI (Originating Depository Financial Institution) is defined in the ACH Rules. 754
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12 | ACH & Related Services - Revised December 18, 2020 Originator is defined in the ACH Rules.

Payment Order means an instruction to us in your name to transfer funds from your Account (and includes any communication cancelling or amending an instruction).

RDFI (Receiving Depository Financial Institution) is defined in the ACH Rules.

Receiver is defined in the ACH Rules.

Remote Account means one or more accounts owned or controlled by you in the United States.

Representatives is defined in section 11(f) (Liability and indemnification) of the Master Agreement.

Reversal or Reversing Entry is defined in the ACH Rules.

Security Procedure is defined in the Product Enrollment Form and in section 6 (Security procedures) of the Master Agreement.

Settlement Date is defined in the ACH Rules.

Tax Transfer Deadline means a date at least one Business Day prior to the date the tax payment is due to the applicable tax authority.

Third Party Sender is defined in the ACH Rules.
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Addendum to ACH Origination Service
Description for State Tax Refund Return
Opt-in Program Participants

1. Introduction.This Addendum to ACH Origination Service Description for State Tax Refund Return Opt-In Program Participants (“Addendum”) applies to Company in connection with its use of the ACH origination service (“Service”) pursuant and subject to the terms of the Service Documentation, including the ACH Origination Service Description (“Service Description”). If there are any conflicts between this Addendum and the Service Description, this Addendum shall control. Any capitalized terms not otherwise defined in this Addendum shall have the meaning set forth in the Service Description or the ACH Rules, unless otherwise indicated.

2. Description of Program Services. Company has agreed to participate in the State Tax Refund Return Opt-In Program (“Program”) offered by NACHA—The Electronic Payments Association (“NACHA”), through which participating RDFIs can submit Return Entries to Company under operating rules adopted specifically for the Program. In connection with Company’s participation in the Program, Company has requested that Bank enter into a State Tax Refund Return Opt-In Program ODFI Agreement with NACHA (“ODFI Agreement”). The ODFI Agreement permits Bank, as ODFI for Company, to receive Return Entries transmitted under an R17 return reason code in accordance with the operating rules adopted for the Program and the ACH Rules (collectively, “Program Rules”). Bank will provide “Program Services” under this Addendum in accordance with its obligations under the ODFI Agreement. In the event of a conflict among the foregoing requirements, the following order of precedence shall apply: (1) the ODFI Agreement; (2) the Program Rules; and (3) the ACH Rules.

3. Program Returns. Bank will receive R17 Return Entries on behalf of Company in accordance with the Program Rules. Company understands and agrees that Bank is otherwise permitted to dishonor R17 Return Entries in accordance with the ACH Rules, and that it is Company’s responsibility to notify Bank of Program Entries that should be dishonored, in accordance with the time limits set forth in the ACH Rules. Company understands and agrees that all Program Returns (as defined in the Program Rules) may be transmitted for up to 60 days following the Settlement Date of the original Entry. If a Participating RDFI wishes to transmit a Program Return after 60 days from the Settlement Date of the original Entry, the Participating RDFI must contact Bank to obtain permission for a late Program Return and Bank shall accept or deny the late Program Return request at its sole discretion. Company understands and agrees that it is the Participating RDFI’s responsibility to provide Bank with the appropriate subcode specifying the nature of each Program Return.

4. Program Information. In accordance with the requirements of the Program Rules, Company understands and agrees that Bank is permitted to share information with NACHA regarding Company’s participation in the Program, including but not limited to transaction volumes.

5. Indemnification. Bank shall have no liability for the acceptance of any Program Return in accordance with this Addendum and the ODFI Agreement. 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 its performance of the Program Services.

6. Termination.In addition to the termination provisions contained in the Master Agreement and Service Description, Bank may terminate this Addendum immediately upon notice to Company if it receives notice of termination of the applicable ODFI Agreement.
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Wire Transfer Service Description
Treasury Management Services
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2 November 20, 2019 | Wire Transfer Service Description Introduction
The Service Documentation contains the terms and conditions under which we provide you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Service ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description.

The service ("Service") covered by this Service Description is:
• Wire Transfer
The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing the Account,
e. The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), andf. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

Wire Transfer Service

1. Description of service. With this Service you can instruct us to transfer funds by wire. You agree to comply with all applicable payment system rules, including the national payment system rules and any other Applicable Laws and regulations of the receiving country of the transaction.

2. Preparation of payment orders; processing schedules. You will prepare each Payment Order according to guidelines we separately make available from time to time. You will use the applicable Security Procedure when you send a Payment Order to us.

We will execute each Payment Order in accordance with our then current processing schedule and any accompanying instructions you include regarding the date a Payment Order is to be executed. A Payment Order will be deemed received by us when we have verified it in compliance with the Security Procedure.
a. If we receive a Payment Order after our Cutoff Time on any Business Day, we will treat the Payment Order as having been received before our applicable Cutoff Time on our next Business Day.
b. If we execute your Payment Order by sending instructions to another financial institution, we may send the Payment Order by any transmission method and by any route we in our sole discretion consider reasonable.
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3. Inconsistency in name and number.
a. If a Payment Order describes the person to receive the funds under the Payment Order both by name and identifying number, we or another financial institution through which the Payment Order is routed may rely solely on the identifying number to identify the person, even if the number identifies a person other than the one named.
b. If a Payment Order describes a financial institution both by name and identification number, we or another financial institution through which the Payment Order is routed may rely solely on the identification number to identify the financial institution, even if the identification number refers to a financial institution other than the one named.

4. Authorization to pay. You authorize us to:
a. Execute any Payment Order we verify in accordance with the applicable Security Procedure, and b. Debit the account specified in the Payment Order even if a debit results in an overdraft on the execution date. If no account is specified, we will debit your Account or any other of your account(s) with us or one of our affiliates.

You will maintain sufficient available funds in the account specified in the Payment Order at the time of each debit.

5. Your duty to report erroneous or unauthorized transfer instructions. You will exercise reasonable care to:
a. Determine whether a Payment Order accepted by us was either erroneous or not authorized, and b. To notify us of the relevant facts within a reasonable time not exceeding 14 days after we notify you that the Payment Order was accepted or that the Account was debited for the Payment Order, whichever is earlier.

If you do not notify us within 14 days, we will not be liable for any loss of interest or for any other loss relating to an erroneous or unauthorized debit to your account or because of any other discrepancy in the notice.

6. Rejected payment orders. If a Payment Order is rejected for any reason, we will attempt to notify you promptly so you can cure the defect. However, we will have no liability to you for a rejected Payment Order or any loss resulting from our delay or failure to notify you.

7. Cancellation, amendment, reversal. A Payment Order will be final and not subject to cancellation, amendment or reversal by you, except we may, at your request, make an effort to cancel, amend or reverse a Payment Order without incurring any liability for our failure or inability to do so.

8. Drawdown requests. A “drawdown request” is an instruction from you to another depository institution to debit:
a. An account at that institution and transfer the funds to us (an “outgoing drawdown request”), or b. The Account and transfer the funds to that institution (an “incoming drawdown request”).

In this Service description, “Payment Order” includes drawdown requests. We may execute an incoming drawdown request that conforms with instructions we receive through Fed Wire, SWIFT, CHIPs or any other funds transfer system, provided those instructions are not inconsistent with instructions you separately provide in writing. The authority to execute the incoming drawdown request will continue until we receive your express written notice that such authority is revoked and have a reasonable time to act on it.
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4 November 20, 2019 | Wire Transfer Service Description

9. Limitation of liability. We will not be liable for any third party’s failure to or delay or error in processing a Payment Order. If the beneficiary bank does not pay the beneficiary specified in the Payment Order, a refund will be made only after we have received confirmation of the effective cancellation of the Payment Order and we are in free possession of the funds debited or earmarked in connection with the Payment Order. If we are notified the beneficiary bank did not credit the Account for the full amount stated in a Payment Order, our sole obligation will be to promptly execute a second Payment Order in the amount of the stated deficiency.

If we execute a Payment Order that is more than the amount stated in the Payment Order, to the extent you do not receive the benefit of the full amount of the Payment Order, we will only be liable for any loss of the principal amount transferred in excess of the amount stated in the Payment Order.

Additionally, we will be liable for the amount of interest you have lost due to the transfer of the excess amount, computed at the Federal Funds rate or as otherwise agreed. However, our liability for loss of interest will be limited to 20 calendar days’ interest. This section sets forth our complete liability for a Payment Order issued or received under this Wire Transfer Service description.

10. Survival. Sections 5, 6, 7 and 9 will survive the termination of the Services.

Glossary
Account means your account(s) with us used in connection with the Service.

Account Agreement means the applicable account agreement governing the Account.

Applicable Law is defined in section 3 of the Master Agreement.

Cutoff Time means our cutoff time each Business Day we separately disclose to you for the applicable Service.

Master Agreement means the Master Agreement for Treasury Management Services.

Payment Order means an instruction to us in your name to transfer funds from your Account (and includes any communication cancelling or amending an instruction).

Security Procedure is defined in the Product Enrollment Form and in section 6 of the Master Agreement. 760
Item 19.

Wire Transfer Services Customer Setup Form and
Agreement
© 2019 Wells Fargo Bank, N.A. All rights reserved. Member FDIC.

WTR8173/595369 (Rev 09 – 07/19)Page 1 of 4
Part I – Setup Information
Treasury Management Customers
Complete Part I and sign as provided in Part III. The information in this setup form and your separate treasury management documents relating to wire transfers govern your use of Wells Fargo’s wire transfer service.

All Other Customers (including consumers and non-Treasury Management business customers) Complete Part I, review the Wire Transfer Services Agreement in Part II, and sign as provided in Part III.

Type of Request: New Update Existing Information Delete Existing Information A. Account Numbers (list accounts to be debited for each wire transfer) For additional accounts attach a signed listing with notation of Customer’s name and the additional account numbers. Check the appropriate box for each account number to identify the account type.
1)

DDA G/L
2)

DDA G/L
3)

G/L DDA
4)

DDA G/L
5)

DDA G/L
6)

DDA G/L
7)

G/L DDA
8)

DDA G/L
9)

DDA G/L
10)

DDA G/L
11)

G/L DDA
12)

DDA G/L
B. Advice Information (additional fees apply for these services) For Fax or Email Notification on intraday wire activity use the InfoFax setup form.

Mail Advice (this paper based service is no longer available to add)Delete Mail Advice C. Authorized Callers (people authorized to initiate wires) $ Limit = Use “N” if unlimited. The limit applies to all functions unless noted otherwise. If no limit is noted we will set the limit as unlimited.

Initiation Type = If no Initiation Type is noted, we will set the individual up for both Repetitive and Non-Repetitive Wire Initiation. Complete by checking appropriate box: R = Repetitive / B = Both Repetitive & Non-Repetitive.

Authorized Callers
first & last name Caller $ Limit Phone Number
including area code
InitiationType √

R B
Add Delete $
Add Delete $
Add Delete $
Add Delete $
Add Delete $
D. OPTIONAL Verify Callback Service (does not apply to repetitive wires) Selecting this fee-based service requires a minimum of two persons with wire transfer authority because the initiator of a wire cannot also approve the wire. If the form does not indicate an Authorized Approver other than the initiator, the optional Verify Callback Service cannot be provided.

Verify Orders exceeding: $
Authorized Approvers
first & last name Approver $ Limit Phone Number
including area code
Add Delete $
Add Delete $
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WTR8173/595369 (Rev 09 – 07/19)
Authorized Approvers
first & last name Approver $ Limit Phone Number
including area code
Add Delete $
Add Delete $
Add Delete $
Add Delete $
Add Delete $
E. Alternate Account to be Charged for Wire Fees (Available to Business and Wealth Private Banking customers ONLY) List account only if wire fees are to be assessed to this account for the accounts listed in Part I-A.

DDA AU and G/L
Part II - Wire Transfer Services Agreement

1. Introduction. This Wire Transfer Services Agreement ("Agreement"), along with the account agreement applicable to the account used in connection with the wire transfer services ("Account"), govern your use of Wells Fargo's wire service. With this service, the Wells Fargo customer identified in this Agreement (“you” or “your”) can instruct Wells Fargo Bank, N.A. ("Wells Fargo") to transfer funds by wire from the Account ("Order").

2. Security Procedure

2.1. General. You agree to use the security procedure described in this Section ("Security Procedure") when you request an Order (except for an Order delivered to Wells Fargo in person by you or your authorized representative). The purpose of the Security Procedure is to verify the authenticity of an Order delivered to us in your name and not to detect errors in the transmission or content of an Order. You agree the Security Procedure is commercially reasonable and, in view of your requirements, is a satisfactory method of verifying the authenticity of Orders. You agree you are bound by any Order, whether or not authorized, issued in your name and accepted by Wells Fargo in compliance with the Security Procedure.

2.2. Voice Initiated Orders. Wells Fargo's standard Security Procedure for a voice-initiated Order consists of confirming the personal identification number ("PIN") accompanying an Order corresponds with a valid PIN assigned to you, and confirming the voice print provided when placing an Order matches the print registered on file for that PIN holder. A PIN and voice print are required for all voice-initiated transfers.

2.3. PIN. Each person authorized to initiate and/or approve Orders for you will be issued a unique PIN. PINs are computer-generated and you cannot choose your own PIN. Wells Fargo employees do not have access to PINs. You agree to safeguard any PIN assigned to you. You must supply the PIN each time you initiate an Order. PINs are issued via a two-part, confidential mailer sent to you. If lost or forgotten, Wells Fargo cannot reconstruct PINs.

For your protection, if you suspect a PIN has been compromised, or if an authorized person is no longer authorized, immediately notify Wells Fargo Wire Transfer Services at 888-384-8400. Wells Fargo, in its sole discretion, may cancel or reissue any PIN it believes may have been compromised, including, without limitation, a PIN that has never been acknowledged as having been received and any PIN that has been used by anyone other than the intended authorized user.

2.4. Identify Authorized Persons. You will notify Wells Fargo in writing of the identity of each individual authorized to receive information regarding the Security Procedure. You will promptly notify Wells Fargo in writing of any change in an authorized individual. Your notice will be binding on Wells Fargo if it is received in a time and manner that gives Wells Fargo a reasonable opportunity to act on it. Wells Fargo will be fully protected in relying on your notices.

2.5. OPTIONAL Verify Callback Service. If you select this optional fee-based service by providing the information requested in Section D of Part I, it will become part of your Security Procedure. Wells Fargo will make at least one attempt to telephone an individual authorized to approve wires other than the initiator (an "Authorized Approver") to verify the voice-initiated non-repetitive wire transfer order is authorized when the amount of the wire exceeds the wire transfer order limit designated in Section D of Part I. You may designate a limit up to which an Authorized Approver may authorize an order. A PIN is required to authenticate each Authorized Approver. If Wells Fargo is unable to (a) contact and authenticate or (b) obtain approval from an Authorized Approver, the wire will not be processed.

3. Inconsistency of Name and Number. If an Order describes the person to receive the wire transfer ("Beneficiary") inconsistently by name and account number, the wire transfer may be made on the basis of the account number even if the account number identifies a person different from the Beneficiary. If a wire transfer request describes a financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. You further acknowledge the beneficiary account number or beneficiary bank identification number (e.g.

IBAN, RTN, or SWIFT BIC) you provide in connection with an Order will be complete and accurate, and you understand you could lose the transfer amount if the information is incorrect.

4. Responsibility of Wells Fargo. Wells Fargo may send an Order by wire, telegraph, telephone, cable, or whatever other transmission method Wells Fargo considers to be reasonable. Wells Fargo may transmit an Order directly to the Beneficiary's bank, or indirectly to the Beneficiary's bank through another bank, government agency, or other third party that Wells Fargo considers to be reasonable. Wells Fargo may utilize any reasonably selected funds transfer system or intermediary bank, even if its selection differs from instructions in the request.

5. Additional Actions by Wells Fargo. Any action Wells Fargo takes to detect an erroneous Order, or any actions Wells Fargo takes beyond those described above in an attempt to detect an unauthorized Order, will be taken at Wells Fargo's sole discretion. No matter how many times Wells Fargo takes this action, it will not become part of Wells Fargo's standard procedures for attempting to detect such erroneous or unauthorized Orders, and Wells Fargo will not in any situation be liable for failing to take or to correctly perform the action. 762
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WTR8173/595369 (Rev 09 – 07/19)

6. Liability. Wells Fargo is only responsible for making a good faith effort to execute your Orders and will only be responsible for performing the services specified in this Agreement. For Orders subject to Article 4A of the Uniform Commercial Code ("UCC 4A"), Wells Fargo will be liable to you only for damages required to be paid under UCC 4A. For Orders not subject to UCC 4A and for other obligations under this Agreement, Wells Fargo will only be liable for its negligence or willful misconduct. Wells Fargo will not be liable for any third party's failure to or delay or error in processing an Order. Wells Fargo will not be liable for any delay in performing or failure to perform if the delay or failure results from any cause beyond its reasonable control. In no event will Wells Fargo have any liability for consequential, special, punitive or indirect loss or damage which you may incur in connection with this Agreement.

7. Indemnification. You agree to indemnify and hold Wells Fargo, its directors, officers, employees and agents harmless from all third party claims, demands, judgments, and expenses (including reasonable attorney's fees) arising out of or connected with the performance of any wire transfer service under this Agreement. This indemnification will survive the termination of this Agreement.

8. Cancellation, Amendment, Reversal. An Order will be final and not subject to cancellation, amendment or reversal by you, except Wells Fargo may, at your request, make an effort to effect such cancellation, amendment or reversal without incurring any liability for its failure or inability to do so.

9. Your Duty to Notify Wells Fargo of Unauthorized Activity. If you identify any discrepancies in your account setup (including repetitive wire transfer templates), please contact us immediately at 1-888-384-8400. Wells Fargo will not be responsible for any delays in payment or additional fees caused by your failure to notify us promptly of any such discrepancy. You will exercise ordinary care to determine whether an Order accepted by Wells Fargo was either erroneous or not authorized and to notify Wells Fargo of the facts within a reasonable time not exceeding 14 days after you have received notification from Wells Fargo that the Order was accepted or that your Account was debited or credited with respect to the Order, whichever is earlier. You will be precluded from asserting that Wells Fargo is not entitled to retain payment for an Order unless you object within 14 days.

10. Fees and Taxes. You agree to pay Wells Fargo's current wire transfer service fees. A copy of Wells Fargo's current fee schedule is available to you on request. You also agree to pay amounts equal to any applicable taxes on these wire transfer services (exclusive of taxes based on net income of Wells Fargo).

11. Currency. An Order expressed in U.S. Dollars will be sent in U.S. Dollars. You may request that prior to executing an Order, Wells Fargo convert the amount to be transferred from U.S. Dollars to the currency of a designated foreign government or intergovernmental organization ("Foreign Currency").

Wells Fargo makes money when it converts one currency to another currency for you. The exchange rate provided to you is set by Wells Fargo in its sole discretion, and it includes a markup over Wells Fargo’s cost of sourcing the relevant currency or currencies. The markup may be based on several factors, including without limitation costs incurred, market risks, services rendered, the client relationship, the transaction and our desired return.

The exchange rate Wells Fargo provides to you may be different from exchange rates you see online, in publications, at other banks or other foreign exchange providers. Also, different customers may receive different exchange rates for transactions that are the same or similar. The exchange rate may depend on the type of transaction being conducted, the dollar amount, type of currency, the date and time of the exchange and/or the factors noted above.

The foreign exchange market is dynamic, so exchange rates can change rapidly. If you delay executing a transaction, the exchange rate may change and could even be significantly different. Wells Fargo reserves the right to refuse to process any request for a foreign exchange transaction.

Wells Fargo will not be liable for a sum in excess of the value of the Order after it has been converted from Foreign Currency to U.S. Dollars at Wells Fargo’s buying rate for exchange at the time the cancellation of the Order is confirmed by Wells Fargo.

12. Term and Termination. This Agreement may be terminated by you or Wells Fargo with prior written notice, but will remain in effect with respect to any transaction occurring prior to its termination.

13. Amendments to Agreement. Wells Fargo may, from time to time, notify you of a change to this Agreement or its rules or procedures. By using the wire transfer service after the notice is sent or otherwise made available to you, you will be conclusively deemed to have agreed to the change.

14. Governing Law; Rules and Regulations. Our rights and obligations regarding Orders will be governed solely by this Agreement, your account agreement, and, to the extent applicable, federal law and the state laws governing your Account. All Orders will be subject to the rules and regulations of any funds transfer system used by Wells Fargo, as amended from time to time.

15. Notices; Receipt of Confirmations. If a notice is sent to you, it will be effective if it is delivered in person or sent by first class mail to your last address as shown on Wells Fargo's records. If a notice is sent to Wells Fargo, it will be effective if it is delivered by first class mail to the address shown in Wells Fargo's then current fee schedule (or to such other address as Wells Fargo may from time to time direct) and after Wells Fargo has had a reasonable opportunity to act on it. An optional confirmation or a bank statement showing a wire transaction, sent electronically or by mail, to your last address as shown in Wells Fargo's records and not returned, will be conclusively presumed to have been received by you. Wire Transfer mail confirmations are not available for addresses outside of the United States.

16. Miscellaneous. Wells Fargo's waiver of any term of this Agreement will not constitute a waiver of any other term or impair any of its rights if you breach this Agreement. You agree not to assign your interest in this Agreement to anyone else. If any provision of this Agreement is determined by a court to be invalid, it will not affect the validity of any other provision. In interpreting this Agreement, the headings will not be considered a substantive part of this Agreement. Unless the context requires otherwise, terms not defined in this Agreement have the meanings, if any, provided in UCC4A. This Agreement and any applicable account agreements constitute our entire Agreement with respect to the matters they cover and supersede all prior oral or written communications between us regarding such matters. In the event of conflict between a provision of this Agreement and any other agreement you may have with Wells Fargo (including without limitation, any account agreement between us), the terms of this Agreement will govern the subject matter of this Wire Transfer Agreement.

17. Additional Terms Governing Outgoing Consumer International Wires

17.1. General. This Section contains additional terms applicable only to Orders initiated by a natural person in the United States to transfer funds to a Beneficiary in a foreign country for personal, family, or household purposes (each, an "Outgoing Consumer International Wire"). This Section does not apply to any Order sent to a Beneficiary in the United States, to any Order initiated by a non-consumer, or to any Order initiated by a consumer for any non-personal, non-family, or non-household purposes. In the event of a conflict between a provision in this Section and a provision in the rest of this Agreement or in the agreement governing your Account, the provision in this Section will control.

17.2. Disclosures and Receipts. Prior to sending an Outgoing Consumer International Wire, Wells Fargo will disclose to you, by telephone, the amount that will be transferred to the Beneficiary, a description of any fees and taxes imposed by Wells Fargo, the total amount of the transaction, the exchange rate to be used, the amount to be transferred in the Foreign Currency, a description of any fees and taxes to be applied by any other person to the extent known by Wells Fargo, and the amount that will be received by the Beneficiary. Wells Fargo will mail a receipt for an Outgoing Consumer International Wire within 30 days after payment is made for the Outgoing Consumer International Wire. 763
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17.3. Liability. Wells Fargo is liable only for damages required to be paid as provided under Regulation E, subpart B or, to the extent applicable, UCC4A (except as expressly modified by this Agreement). Except as required by Regulation E, subpart B, Wells Fargo will not be responsible for the acts or omissions of any other person or entity, including but not limited to any processor, any country's central bank, or any other financial institution, and no such person or entity will be deemed Wells Fargo's agent. In no event shall Wells Fargo have any liability for any indirect, incidental, consequential, punitive, or special damages, even if advised of the possibility of such damages.

17.4. Cancellation. You may cancel an Outgoing Consumer International Wire for a full refund within 30 minutes of completing a transaction. To cancel, call the cancellation phone number provided to you at the time of your request.

17.5. Error Resolution. In the event that you believe an error has occurred with respect to an Outgoing Consumer International Wire, you must notify Wells Fargo no later than 180 days after the "Availability Date" (the date when funds will be available to the Beneficiary) disclosed to you by contacting us at 1-888-384-8400 or by mailing Wells Fargo at the address shown in Wells Fargo's then current fee schedule or to such other address as Wells Fargo may from time to time direct. If you fail to notify us within this time period, Wells Fargo will not be liable for any error or loss of interest or any interest equivalent relating to the erroneous transaction.

When you contact us, please tell us: (a) your name, address, and telephone number where we can reach you during business hours; (b) the Beneficiary's name and, if known, his or her telephone number and address; (c) the date, dollar amount and transaction confirmation number of the Outgoing Consumer International Wire; and

(d) the error or problem with the wire transfer, and why you believe it is an error or problem.

17.6. Governing Law. An Outgoing Consumer International Wire is a "remittance transfer" as defined in Regulation E, Subpart B, and will be governed by the laws of the United States and, to the extent applicable, the laws of the state of New York, including New York's version of UCC4A, without regard to its conflict of laws principles.

Part III – Agreement and Approval
Customer Approval - Signatures as required by Certificate of Authority or the Signature Card.

Under the dispute resolution program in your account agreement, you agree our disputes may be decided before one or more neutral persons in an arbitration proceeding and not by a judge or jury trial.

Legal Name as it appears on your Account Customer's Primary Phone No.

Mailing address for PINs and mail advice including City, State, and zip code. (If blank, items will be mailed to address on primary statement mailing address.) Printed Name of Authorized Signer
Signature Date
Printed Name of Authorized Signer
Signature Date
Bank Approval - Forms submitted without Customer and Banker signatures or older than 90 days will be returned unprocessed.

Customer's
1st ID
ID Type ID Number Issued by State/Country Expiration Date Customer's
2nd ID
ID Type ID Number Issued by State/Country Expiration Date Banker/Officer’s Phone #Banker/Officer’s Fax #Bank MAC
Banker’s Wells Fargo email address for notification. A reasonable attempt will be made to contact the banker at the Wells Fargo email provided upon completion.

Notification will NOT be sent to any email address outside the Wells Fargo system.

Document Prepared by & phone # (in case of questions about this setup) Banker/Officer’s Printed Name Banker/Officer Signature — Required Date Once the customer's approval/signature is received on the form, the Banker/Relationship Manager must approve/sign the form, then fax to 866-922-6202, or email to [email protected]. The form must be submitted from a valid Wells Fargo Fax or email address. File copies in your location's record retention file.
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Information Reporting and Image Delivery
Service Description
Treasury Management Services
November 8, 2019
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2 | November 8, 2019 | Information Reporting and Image Delivery Service Description Introduction
The Service Documentation contains the terms and conditions under which we provide you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in the Service ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description.

The service ("Service") covered by this Service Description is:
• Information Reporting and Image Delivery
The Service Documentation includes:
a. The Service Description (which contains terms and conditions applicable to the Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. The Master Agreement (which contains terms and conditions applicable to all services), d. The Account Agreement governing the Account,
e. The Product Enrollment Form (which contains set-up information for each service in which you are enrolling), and
f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

Information Reporting and Image Delivery

1. Description of services.
a. With this Service we make data regarding transactions and/or images of Items posted to or processed through your Accounts available to you in order to provide you with timely information on your Account activity. We refer to the data and images as "information." The information and reports you can access are described in the User Guide for the Service. If you elect to use the Cash Flow Analysis Service (described further in the User Guide for the Service), you may also manually populate external data you want to view through this Service. b. The methods we use to make information available to you (and we may remove or add methods from time to time) include without limitation BAI File Transfer, InfoFax fax/email, SWIFT messaging, ISO 20022 XML transmission, physical media (CD-ROM and DVD), Machine-to- Machine, our CEO portal, and an Application Programming Interface ("API") through the Wells Fargo Gateway.
c. The Master Agreement (which contains terms and conditions applicable to all services), i. Posted to or processed through the Account,
ii. Cashed or collected by us or accepted for deposit to the Account, and iii Returned unpaid to the Account.
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3 | November 8, 2019 | Information Reporting and Image Delivery Service Description Images of posted paper Items that have been converted to ACH Entries pursuant to the ACH Rules may not be available through this Service.

2. Accuracy of Information.
a. We will not verify the accuracy or completeness of: (i) information from other financial institutions, (ii) information you manually populate, or (iii) cash forecasting information.

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

3. Software Sublicense. If a software license or sublicense is required for you to access the Service ("Software Sublicense"), we will make the terms of the Software Sublicense available to you as part of the set up process for the Service. You will be required to accept the Software Sublicense before being allowed to access the Service. We may terminate any Service requiring use of a Software Sublicense immediately on written notice to you, including without limitation if you fail to comply with the Software Sublicense.

4. Stop payment orders. If you elect a service option through which you can place stop payment orders, your rights and our obligations regarding any stop payment order will be determined as provided in the Account Agreement.

Glossary
Account means your account(s) with us used in connection with the Services.

Account Agreement means the applicable account agreement governing the Account.

ACH means automated clearing house.

ACH Rules means the Nacha Operating Rules and any applicable local ACH rules.

Item is defined in the Account Agreement.

Master Agreement means the Master Agreement for Treasury Management Services. 767
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Revised November 6, 2020
Check Disbursements and
Fraud Prevention Services
Service Description
Treasury Management Services
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Table of contents
03 Introduction
04 Fraud Prevention and
Related Services
04 Positive Pay
07 Reverse Positive Pay
09 Payment Authorization
09 Account Reconciliation Plan
10 Controlled Disbursement
Account
13 Specialized Disbursements
Services
13 Centralized Disbursements
Manager
19 Payable Through Draft
21 Third Party Drafts
25 Glossary
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Introduction
The Service Documentation contains the terms and conditions under which Wells Fargo Bank, N.A. ("Bank") provides you the services described below. "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. Other capitalized terms used in this Service Description are defined in the Master Agreement or in the Glossary at the back of this Service Description.

The services (each a "Service") covered by this Service Description are:

Fraud Prevention and Related Services
• Positive Pay Service
• Reverse Positive Pay Service
• Payment Authorization Service
• Account Reconciliation Plan Service
• Controlled Disbursement Account Service
Specialized Disbursement Services
• Centralized Disbursements Manager Service
• Payable Through Draft Service
• Third Party Drafts Service
The Service Documentation includes:
a.The Service Description (which contains terms and conditions applicable to the Services), b.The Acceptance (which indicates your acceptance of the Service Documentation), c.The Master Agreement (which contains terms and conditions applicable to all services), d.The Account Agreement governing your account(s) that you use for the Service ("Account"), e.The Product Enrollment Form ("Set-up Form") (which contains set-up information for the service in which you are enrolling), and
f.User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

You agree to the terms and conditions governing the Services in which you have enrolled, as described in this Service Description and in the Service Documentation, which includes details of your enrolled Services. The separate documents comprising of the Service Documentation are intended to be read together as one agreement between you and us. This Service Description and the Master Agreement are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, the applicable terms for the Service in this Service Description and all Service Documentation.
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Fraud Prevention and Related Services:

As further described in the Account Agreement, we offer certain Services to help reduce the risk of fraud, including the Services below.

Positive Pay Service

1.Description of service. With this Service you can instruct us to pay or return counterfeit Checks, Checks otherwise not validly issued and certain altered Checks presented to us for payment on the Accounts you enroll in this Service. For purposes of this Positive Pay Service Description, "Check" refers to each check presented for payment on your Account, whether it is counterfeit, not validly issued, altered or validly issued by you. Except as otherwise provided in this Service Description, enrollment in our Account Reconciliation Plan Service is required.
a.Service summary. Each Business Day, either before or after posting the Check to your Account, based on the Service option you choose as described in section 1b below:
i.We electronically compare the serial number and numeric amount of each Check presented to us for payment before our Cutoff Time on the prior Business Day to your Check Issue Data (see section 2), ii.We will provide you with a report ("Exception Report") of each Check that does not match your Check Issue Data (an "Exception Check") (see section 4), iii.We review each Exception Check, and either correct or reverse and repost each Exception Check with errors that we can correct, depending on the Service option you choose as described in section 1b, iv.We will pay or return each Exception Check (see section 5), and v.We separately review each "directly-presented Check" (see section 8). b.Service options. You may enroll an Account in one of two options of the Service:
i.Perfect Presentment® Positive Pay. We electronically compare a Check to your Check Issue Data prior to posting the Check to your Account. Each Check with error(s) that we can correct, such as an encoding error, will be corrected, so that the Exceptions Report includes only unresolved Exception Checks. This option is offered only on an Account enrolled in our Controlled Disbursement Service. i.Positive Pay and Positive Pay Only. We electronically compare a Check to your Check Issue Data after posting the Check to your Account. We then review each Exception Check, and reverse and repost each Exception Check with error(s) that we can correct, such as encoding errors, so that the Exception Report includes only unresolved Exception Checks. Enrollment in our ARP Service is not required for Positive Pay Only.

2.Check Issue Data. You will provide us with the Check Issue Data for all issued Checks, in the format, through the communications channel, and at the place we specify no later than our Cutoff Time. You will not distribute any Check before you have included the Check in the Check Issue Data you have provided to us. In performing this Service:
a. We will use only the Check Issue Data you provide to us, b.If the Check Issue Data includes a post-dated Check (a check you issue with a date in the future), we will not compare that Check against the Checks presented for payment on the Account until that date, and c.We will not accept Check Issue Data for Checks with an issue date more than forty-five (45) calendar days in the future.

3.Payment of Matching Checks. For each Matching Check, we will make final payment on the Check and charge the Check to your Account (subject to section 11). 771
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4.Notifying you of Exception Items; providing images. When we identify an Exception Check through our electronic comparison, we notify you through the Exceptions Report. This report is available on our CEO portal. We will use reasonable efforts to provide an image of any Exception Check (including a Holdover Exception Check) to you, but we will have no liability if we are unable to do so before the Decision Deadline. a.Holdover Exception Checks. This subsection applies when you have enrolled your Controlled Disbursement Account in our Perfect Presentment Positive Pay Service. A "Holdover Exception Check" is an Exception Check we identify after we prepare and transmit the Exceptions Report to you. We will use our best efforts to notify you by calling you at the number we have on file for you.

5.Decision Deadline. You will make your pay or return decision based on the information about the serial number and amount of the Exception Check in the Exceptions Report, and if you use our Payee Validation Service (see section 7), on any payee information we provide to you. a.Instructions before the Decision Deadline. If, before the Decision Deadline, you instruct us to pay or return an Exception Check, we will follow your instructions (subject to section 11). You will use the same communications channel to instruct us that we used to notify you of the Exception Check, except that if we included the Exception Check on the Exception Report we post on the CEO portal, you will use the CEO portal to communicate your instruction regarding the Exception Check to us. b.No instructions before the Decision Deadline. If you do not instruct us before the Decision Deadline regarding an Exception Check, we will process the Check in accordance with your Default Option. If we are unable to obtain your instructions prior to the Decision Deadline regarding a Holdover Exception Check described in subsection 4(a) we will process the Holdover Exception Check in accordance with your Default Option.

6.Default Options. We return the Exception Check to the bank of first deposit marked "refer to maker" even if you validly issued the Exception Check (and do not charge it to your Account). We recommend the "return all" Default Option because it reduces the risk of unauthorized Checks being paid on your Account (even though it may result in valid Checks being returned unpaid). a."Return all." We return the Exception Check to the bank of first deposit marked "refer to maker" even if you validly issued the Exception Check (and do not charge it to your Account). We recommend the "return all" Default Option because it reduces the risk of unauthorized Checks being paid on your Account (even though it may result in valid Checks being returned unpaid). b."Pay all." We charge the Exception Check to your Account. This Default Option presents a higher risk of unauthorized checks being paid on your Account. If you elect this Default Option, you assume full liability for any losses resulting from counterfeit, altered or Checks otherwise not validly issued as described in section 9 below.

7.Payee Validation Service.
a.Description of Payee Validation Service. When you enroll in our optional Payee Validation Service, we will do the following:
i.On each Check that is greater than the Payee Validation Threshold, we electronically compare the payee's name on your check to your Check Issue Data. The "Payee Validation Threshold" is the dollar amount we choose above which we will perform the payee validation service. ii.If (1) there is a difference between the two names that is not within guidelines we establish, or (2) a notation or legend on the Check prevents the electronic comparison of the payee's name, we will include the Check as an Exception Check in your Exceptions Report. iii.If you notify us you have incurred a loss as a result of an unauthorized alteration of the payee's name, we will reimburse you for the face amount of any Check we pay under the Payee Validation Threshold except as provided below, provided that you notify us of your loss in writing within 3 years after the statement or Check is made available to you.
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NOTE: When you enroll in our optional Payee Validation Service, you are charged a per-Check fee for each Check presented on your Account during a monthly billing cycle. This fee is separately disclosed to you. The per-Check fee is assessed on each Check presented including without limitation Checks not exceeding the Payee Validation Threshold.
b.When we do not perform payee validation. We will not perform any payee validation review with respect to a Check if:
i. The Check is less than the Payee Validation Threshold, ii. The payee's name on the Check is handwritten instead of machine-printed, iii. You fail to include the payee's name on the Check in your Check Issue Data, iv. We do not receive your Check Issue Data for the Check before our Cutoff Time, or v. You request we add the payee's name manually to Check Issue Data you have previously provided to us.c.Exceptions to reimbursement. We will not reimburse you for losses resulting from an unauthorized alteration in the payee's name if:
i. The Check with the unauthorized alteration is hand-written, or ii. We fail to identify an alteration or other discrepancy in the payee's name because:

1. The payee name in your Check Issue Data did not exactly match the payee name on the Check, or

2. You used customized zone formatting.

8.Directly-presented checks. A "directly-presented Check" is a Check we receive for deposit or cashing at our branch or through another depository channel that may present higher risk. The risk is we may be required to make proceeds from a directly-presented Check available before you can review and make a timely decision on the directly-presented Check identified as an Exception Check in our Exceptions Report. When your Check Issue Data on file with us does not include or match a directly-presented Check:
a.if we receive the Check for deposit, we will take those steps as we, in our sole discretion, determine are commercially reasonable for the depository channel used, to review and accept the Check or refuse to accept the check, and
b. if we receive the Check for cashing, we reserve the right to refuse to accept the Check.

You may instruct us to exclude all directly-presented Checks from this process. In that case, each directly-presented Check will be considered a Matching Check, even if it is not included in your Check Issue Data on file with us at the time we receive it, and we will pay it without further inquiry.

9.Limitation of liability and indemnification.
a.Liability limit. We will pay each Check you have authorized us to pay as described in this Service Description (including each Matching Check) and each Check you are considered to have authorized us to pay (including each Check we pay according to your Default Option) without performing any Check verification procedure other than those procedures described with this Service Description. We will have no liability for paying a Matching Check or an Exception Check you are considered to have approved if:
i. There is an alteration in its serial number or amount, ii. It is counterfeit, bears a forged or unauthorized signature, or iii. It was otherwise not validly issued.
b.Indemnification. Each Check that we pay according to this Service Description will be considered properly payable, and each Check that we return as provided in this Service Description will be considered not properly payable. Without limiting the indemnification provisions contained in the other Service Documentation, you:
i.Indemnify and hold us harmless from any and all Losses that we may suffer or incur as a result of our payment or return of a Check at your instruction or otherwise according to sections 5 or 8 of this Service Description, including a Check you issue before including it in your Check Issue Data, and 773
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ii.Release and forever discharge us from all claims and damages, whether known or unknown, liquidated or unliquidated, contingent, direct or indirect, which you have, or claim to have against us relating to the payment or return of any Check as provided in this Service Description.

10.Stop payment; cancel and void instructions; stale-dated Checks. a.You will not use this Service as a substitute for our stop payment service. You will follow our standard stop payment procedures described in the applicable Account Agreement if you wish to stop payment on a Check that was validly issued. You will use:
i. A cancel instruction only to delete an outstanding Check included in your Check Issue Data, and ii.A void instruction only to notify us that a Check included in your Check Issue Data has been destroyed and will not be re-issued.
b.Using notations or legends on a Check is not an effective stop payment order or void instruction. We will not be liable for failing to follow your cancel or void instruction for any Check on which we have made final settlement.
c.If you choose to use our "stale-dated" feature, we will return each Matching Check (other than a directly presented Check) that is dated past your specified stale-date, unless you instruct us to pay the Check.

11.Our right to return checks. Nothing in this Service description will limit our right to return any Check you have authorized us to pay as part of this Service if we determine that:
a.The Check is not properly payable for any reason (without us agreeing to, or being required to, make such determination in any circumstance), or
b. There are insufficient collected and available funds in your Account to pay the Check.

You agree that our determination not to pay a Check will not constitute wrongful dishonor of that Check.

12.Survival. Sections 4, 7, 9 , 10 and 11 will survive termination of Services.

Reverse Positive Pay Service

1.Description of Service. Our Reverse Positive Pay Service is an alternative to our Positive Pay Service that we provide to select customers, including customers that issue Drafts. The Reverse Positive Pay Service is required when you enroll in the Third Party Drafts or Payable Through Drafts Services. With this Service:
a.You can detect fraudulent Checks by reviewing information we provide to you each Business Day about Checks that have posted to your Account from the prior Business Day ("Paid Items Report") (see section 2),
b. You can request we edit Checks that have posted incorrectly to your Account, c.If you have elected our Teller Match Service, we may perform a positive pay verification of certain directly-presented Checks (see section 3) as we determine in our sole discretion from time to time, and d. You can instruct us to return unauthorized Checks.

For purposes of this Reverse Positive Pay Service Description, a "Check" is a check, Draft or other paper instrument purportedly issued on your Account, whether it is counterfeit, not validly issued, altered or validly issued by you.

2.Paid Items Report. Each Business Day, we will provide you with the Paid Items Report through our CEO portal or by other methods you may elect. Each Business Day, you will compare the Paid Item Report to your Check Issue Data and before the Decision Deadline, notify us through the CEO portal of any edit requests or return instructions for those Checks described on the Paid Items Report for that Business Day. You will include in your notification the serial number and amount of each Check you wish to edit and the reason for returning each Check you wish to return.
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3.Teller match service.
a.You may separately elect to have us perform a positive pay verification on certain directly-presented Checks, in which case the provisions in section 8 (Directly-presented Checks) of the Positive Pay Service Description are incorporated here by reference and shall apply and govern. If you enroll in this Service option, you will provide the Check Issue Data for each Check to us before you issue the Check. b. With respect to a directly-presented Check, we will have no liability to you for not performing:
i.Any positive pay verification, if we do not receive and have a reasonable amount of time to act on your Check Issue Data for the Check before we receive the directly-presented Check, or ii.Payee validation, if you fail to include the payee's name in your Check Issue Data for the directly- presented Check.

4.Your failure to give us timely instructions. If we do not receive your edit requests and/or return instructions by the Decision Deadline on any Business Day, we will pay each Check described in the Paid Items Report for that Business Day, unless you have already instructed us by effective stop payment order to return that Check unpaid.

5.Checks to be paid; liability limit and indemnification. a.We will pay each Check you are deemed to have authorized us to pay in accordance with this Service Description without performing any further review of such Check. We will have no responsibility whatsoever for paying such a Check even if its serial number or amount is altered, it is counterfeit, bears forged or unauthorized signature, or is not validly issued. You waive and release us from and agree to protect us against any Losses resulting from a claim that such a Check was not properly payable. b.We will have no liability if you instruct us to return a Check (including without limitation a Check that is counterfeit, not validly issued or altered) but your instruction does not reach us in a time and manner affording us a reasonable opportunity to return the Check before we pay, accept, certify, cash or otherwise become obligated to pay the Check as provided in the Uniform Commercial Code.c.You will promptly reimburse us for any loss we incur when we make the proceeds from a Check available in accordance with Reg CC prior to our receipt of your instructions regarding the Check.

6.Edit requests and return instructions.
a.Edit requests. We reserve the right to deny any of your edit requests based on our evaluation of the edit request. We will not accept edit requests with respect to any Checks that you attempt to communicate to us by any means other than the CEO portal.
b.Return instructions. We reserve the right to decline your return instruction based on our evaluation of the return instruction. If your reason for returning a Check is fraud, your return instruction alone will not constitute a claim for a fraudulent transaction. You must file a separate claim with us relating to the fraudulent transaction.

7.Stop payment and our right to return Checks. Sections 10a and b (Stop payment and void instructions) and 11 (Our right to return Checks) of the Positive Pay Service Description are incorporated here by reference and shall apply and govern.

8.Survival. Sections 3, 5, 6 and 7 will survive termination of Services. 775
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Payment Authorization Service
NOTE: If you have the ability to write checks on your Account, we recommend that you use the Positive Pay Services to prevent check fraud. You understand that the Payment Authorization Service does not provide the same level of protection as the Positive Pay Services. If you decide not to implement the Positive Pay Services, or you do not properly use it, you assume the risk of loss for unauthorized checks.

1.Description of service. With this Service you can set limits on paper Items that may be drawn on your Accounts based on the options you choose. You may also prevent any paper checks being paid on your Accounts by choosing to set the applicable limit to zero.

2.Available options.

Option
(on Product Enrollment Form)Action we will take
Maximum Check Amount Authorized
We will automatically return unpaid Items drawn against the Account which are presented to us but exceed the "Maximum Check Amount Authorized" you provide us with. These Items are marked "Refer to Maker."
Maximum Check Cashing Amount
We will refuse to cash checks drawn against the Account and presented to us through our branch network, if they exceed the "Maximum Check Cashing Amount" you specify.

Maximum over the Counter Withdrawal Amount
We will refuse withdrawal requests against the Account which are presented to us through our branch network, if they exceed the "Maximum over the Counter Withdrawal Amount" you
specify.

Checks to Individuals
We will refuse to cash checks drawn against the Account which are presented to us through our branch network, and which are made payable to an individual.

Account Reconciliation Plan (ARP) Service

1.Description of Service. With our ARP Service, you can receive automated reporting to help you reconcile your Accounts. With this Service you can:
a. Receive Account information reporting, based on the Service options you select, b. Store information about Items you issue on your Accounts, and c.Process the information in accordance with the Service options that you elect in the Set-up Form. Our User Guide for the Service details the Service options.

2.Issued check information. If you elect our full ARP Service, each Business Day prior to the Cutoff Time, you will provide us with the Issued Check Information using the communication channel(s) you elect. For purposes of this Service Description, "Issued Check Information" is the issue date, serial number and dollar amount of each Item (as defined in the applicable Account Agreement) that you issue on your Account. If you elect our Deposit Location Reporting Service, you will provide us with a list of your location numbers and names and may amend the list from time to time by notifying us in writing. 776
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3.Stop payment orders. If you use the ARP Service to place a stop payment order on any Item, you understand that:
a. The Account Agreement governs the stop payment order, b.Each stop payment order is subject to our 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 you transmit the stop payment order to us.

Controlled Disbursement Account Service

1.Description of Service; required Accounts. The Controlled Disbursement Account ("CDA") Service is available to select customers that qualify based on their credit and other considerations. With the CDA Service, you will establish and maintain:
a.One or more demand deposit accounts with us (each, a "Funding Account"), b.One or more checking accounts with us linked to a Funding Account (each, a "Disbursement Account"), and c.The information reporting service specified by us ("Information Reporting Service").

Each Funding Account and Disbursement Account and the Information Reporting Service will be identified in the Set-up Form for this Service. You will enroll each Disbursement Account in our Positive Pay Service.

You will use each Disbursement Account solely to issue Checks, Drafts and electronic debits (each, a "Debit") in accordance with this Service Description. You will not issue any Debits on any Disbursement Account until we notify you that such Disbursement Account is operational.

2.Determination of Total Net Presentment. Each Business Day by the Cutoff Time, we will make the Total Net Presentment for each Disbursement Account available to you through 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 our 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 available to you through the Information Reporting Service by the Cutoff Time, we will have no liability, and you will estimate the Total Net Presentment.

3.Your obligation to deposit funds in Funding Account.
a. Each Business Day before the Cutoff Time, you will deposit good and collected funds in your Funding Account so that the balance in the Funding Account, as determined in accordance with the Account Agreement, is sufficient to cover either:i. The Total Net Presentment or your estimate of the Total Net Presentment, and ii.The total of any Debits that have been memo posted to your Disbursement Account before the Cutoff Time on the current Business Day as set forth in the intra-day composite report we make available to you.
b.If you fail to transfer funds as required in subsection 3(a) above or if such transfer was based on your estimate of the Total Net Presentment and such estimated amount was less than the actual Total Net Presentment, we may, at our sole option:i.Advance to the 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 ii.Return Debits, in any order, unpaid (even though we may have previously established a pattern of paying such Debits).
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4.Transfer of funds to Disbursement Account. Each Business Day, we 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 the amount advanced by us will be reported on the CD Summary Report for the next Business Day as the Prior Day Funding Adjustments).

5.Our obligation to pay debits. We will have no obligation to pay any Debit if the balance of good and collected funds in the Disbursement Account on which the Debit is drawn is not sufficient to cover the Debit at the time we make our payment decision.

6.Your agreement to repay our advances to Disbursement Account. You will unconditionally pay us on demand without setoff or counterclaim in good and collected funds the full amount of any advance we make pursuant to sections 3 and 4 plus our fees and costs incurred in connection with such advance.

7.Security interest. As security for the Obligations, you pledge to us, and grant us a lien on and a security interest in, the following property and all proceeds thereof (collectively, the "Collateral") as security for the prompt satisfaction of the Obligations:
a.Each Funding Account, each Disbursement Account, and all of your other accounts with us and our affiliates, and
b.Any of your property now or at any time delivered, conveyed, transferred, assigned, pledged or paid to us in any manner whatsoever.

Our receipt at any time of any kind of security, including cash, will not be a waiver of any of our rights or powers under any agreement between us. Upon our request, you will sign and deliver to us, any security, control or other agreements and documents as we determine are necessary or desirable (in our sole opinion) to grant us or perfect our security interest in the Collateral. At the time any Obligation becomes due and payable, we may apply or dispose of any and all Collateral, received or to be received, at any time or place, for any price and upon terms and conditions as we determine. We may apply the amounts on deposit or net proceeds of the sale or other disposition (together with any sums credited by or due from us to you), to the payment of the Obligations, all without prejudice to our rights with respect to any portion of the Obligations which remain unpaid. You expressly waive any right to require us 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. If we are required by Applicable Law to give you reasonable notice before the sale or other disposition of Collateral, that requirement is met if notice is given at least 5 calendar days before the date any sale, application or other disposition will be made. Our rights and remedies under any agreements between us or instruments signed by you in our favor are in addition to, and not exclusive of, any other rights or remedies we have under Applicable Law.

8.Fraud prevention. Enrollment in one of our Positive Pay Services is required for enrollment in this Service.

You acknowledge there is a growing risk of losses resulting from unauthorized Items. You recognize that Controlled Disbursement Service customers are especially susceptible to losses from unauthorized checks.

You are aware that we offer an additional service known as "Payee Validation," which is an effective means of controlling risk from counterfeit checks, altered checks and certain other types of fraudulent checks. We have advised you that if you do not enroll in and properly use our Payee Validation Service, we will be unable to prevent losses from counterfeit, altered and certain other types of fraudulent checks and you will be treated as having assumed the risk of these losses.
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9.Liability and indemnification. In addition to the liability and indemnification provisions in the Master Agreement, we will not be liable for any Losses paid, suffered or incurred by you, and you will indemnify us from and hold us harmless against any Losses that we suffer or incur, arising directly or indirectly and relating to:
a. Your performance or failure to perform your obligations in accordance with this Service Description, b. Us acting on any information you provide us in any Service Documentation or otherwise, c.If we return any Check unpaid because you have not deposited good and collected funds in the Funding Account related to the Disbursement Account on which a Debit is drawn sufficient to cover the Total Net Presentment,
d.Our dishonor and return of any Debit unpaid if you issue the Debit before we notify you the Disbursement Account on which it was drawn is operational,
e.Our nonpayment of a Debit, unless the nonpayment results directly and proximately from our gross negligence or willful misconduct,
f.If any Debit fails which has not been tested and approved by us to satisfy our check specifications, our late return of that Debit and any presentment-related problem resulting from the failure of that Debit, g.Except as otherwise provided in the Positive Pay, Reverse Positive Pay, ARP, Payable-Through Draft or Third-Party Draft Service Descriptions, if we provide you with one or more of these Services, our payment of any Check or Draft for which there is an alteration in serial number or amount, is counterfeit, bears a forged or unauthorized signature, or is otherwise not validly issued, or h.The exercise of our rights or the performance of our obligations in accordance with this Service Description or the Positive Pay, Reverse Positive Pay, ARP, Payable-Through Draft or Third-Party Draft Service Descriptions, if we provide you with one or more of these Services.

10.Termination. In addition to our right to terminate this Service under the Master Agreement, we may terminate this Service and close the Funding Account and Disbursement Account immediately upon sending you written or oral notice (confirmed in writing) of such action if:
a. You fail at any time to fund the Funding Account as required in this Service Description, b.A lawsuit or other proceeding is commenced by any federal or state agency alleging, or we receive an opinion of counsel, that this Service or any material term or condition of this Service Description violates any law or regulation, or
c.You default in your obligations under the other Service Documentation or under any other agreement or instrument signed by you in our favor including without limitation any loan agreement or promissory note.

Upon termination of this Service, you will, in accordance with our instructions, stop issuing Debits on the Disbursement Accounts, and we will close the Disbursement Accounts and stop processing Debits. You will continue to be liable for all Debits issued on the Disbursement Accounts prior to termination and for all Debits we are obligated to pay.

11.Survival. Sections 2 and 5 – 9 will survive the termination of this Service. 779
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Specialized Disbursements Services
Centralized Disbursements Manager Service

1.Your relationship to clients. You have represented to us that you function as claims administrator, property manager, or accounts payable administrator with respect to your clients (each individually a "Client" and collectively, "Clients"), who may be (i) insurance companies or business organizations maintaining a program of self-insurance, (ii) owners of commercial real property, or (iii) other business organizations with a need for administrative services related to accounts payable and other disbursements. The services you provide to your Clients may include (without limitation) evaluation, resolution, and/or payment of claims or other types of accounts payable on behalf of your Clients, facilitating the funding of payments related to claims or other accounts payable, and reconciliation and reporting with regard to the payment process.

2.Centralized Disbursements Manager ("CDM") desktop. You will interact with our electronic system for operating the Service through our "CDM Desktop" function, which you will access through the applicable treasury management services internet portal maintained by us.

3.Account structure. To facilitate your disbursement and payment funding activities on behalf of your Clients, you will establish and maintain with us, in your name and taxpayer identification number: (i) a zero-balance controlled disbursement account against which all checks you issue on behalf of your Clients will be drawn ("Disbursement Account"), (ii) a master account linked to the Disbursement Account for the purpose of funding payment of items presented against the Disbursement Account ("Master Funding Account"), (iii) at your option, one or more accounts linked to the Master Funding Account and associated with an individual Client for the purpose of funding disbursements for the benefit of such Client (each an "Individual Client Funding Account"), (iv) an account against which exception items that you instruct us to pay are to be temporarily posted ("Default Account"), and (v) one or more accounts to serve as recovery, refund or adjustment-related transactional accounts; alternative funding sources for payment of checks when the appropriate Individual Client Funding Account lacks adequate funds; or for electronic payment settlement (each, a "Recovery Account").

4.Accounts for the benefit of individual clients. At your option, you may open one or more Individual Client Funding Accounts in your name, each for the benefit of an individual Client, in a way that permits the Client's taxpayer identification number to be associated with the Account for tax reporting or other purposes. This type of Individual Client Funding Account is referred to herein as a "Beneficial Owner Account", and may be used for the broader purposes of receiving, holding, managing and/or disbursing Client funds. Beneficial Owner Accounts must be non-interest-bearing. For each Beneficial Owner Account that you open, you represent and warrant to us that you have valid and proper authorization from the applicable Client to open the Account for the benefit of such Client, and to receive, hold, manage and/or disburse funds in such Account. In no event will any Client be considered a party to, or a third party beneficiary of, this Service Description or the Master Agreement.

5.Client profiles. For each Client for which you make disbursements, you will establish and maintain through the CDM Desktop an electronic client profile (each a "Client Profile"). As part of each Client Profile, you will assign the applicable Client a unique alpha/numeric identifier (a "Client ID") no more than ten characters in length. We will electronically associate each Client ID with an Individual Client Funding Account to facilitate funding of disbursements from the proper funding source. 780
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6.Client set-up forms. For each Individual Client Funding Account you open under the Service (including each Beneficial Owner Account), you will, prior to opening the Account, deliver to us a form (each a "Client Set-up Form") in a format approved by us, containing information about the Client for whose benefit Company is opening the Account, including, without limitation, the Client's name, physical address (including zip code, and country, if other than the United States), taxpayer identification number, and business type. If we determine at any time that we do not have a Client Set-up Form for a particular Account, you will upon our request promptly cause such a form to be prepared and forwarded to us.

7.Delivery of W-9 or W-8 forms. For each Individual Client Funding Account you open under the Service, you will, prior to opening the Account, deliver to us an original Internal Revenue Service Form W-9, "Request for Taxpayer Identification Number and Certification" (each a "W-9 Form") or Form W-8BEN, "Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding" or other appropriate W-8 series form (each a "W-8 Form"), properly completed and executed by (i) the Client for whose benefit you are opening the Account, or (ii) if the Client lacks legal capacity to execute the W-9 Form or W-8 Form, by an individual whom the appropriate taxing authority and applicable law recognizes as being authorized to execute a W-9 Form or W-8 Form on the Client's behalf (an "Authorized Representative"). You represent and warrant that each W-9 Form or W-8 Form which you deliver to us in relation to an Account has been duly and lawfully executed by the Client for whose benefit the Account is opened or an Authorized Representative of such Client. If we determine at any time that we do not have a W-9 Form or W-8 Form for a particular Client, you will upon our request promptly cause such a form to be prepared and forwarded to us.

8.Disbursements by check; use of Positive Pay. All checks you issue in payment of claims or other obligations on behalf of your Clients ("CDM Checks") must be drawn on the Disbursement Account, which will be a controlled disbursement account governed by our standard Controlled Disbursement Service Description.

You may not draw checks, or authorize the drawing or presentment of checks, drafts or other instruments against any of the Accounts other than the Disbursement Account or the Recovery Accounts. You must at all times use our Positive Pay Service in connection with the Disbursement Account. Your use of our Positive Pay Service will be governed by our Positive Pay Service Description and other documentation in effect from time to time with respect to that Service.

9.CDM check issuance; Issue Files. You must identify and describe each CDM Check you issue in an electronic issue file (each an "Issue File"), which you must transmit to us in connection with the CDM's Check issuance.

You must create and transmit each Issue File to us in compliance with our published standards for creation and transmission of issue files for use with the Service. You must include in each entry for a CDM Check listed in a particular Issue File (each an "Issue Record") the appropriate Client ID for the Client on whose behalf you issued the CDM Check. You agree that you will not mail, transmit, send, deliver or otherwise issue or distribute any CDM Check until you have properly transmitted to us an Issue File containing the corresponding Issue Record for that check. We will compile the information in each Issue File and incorporate that information in our cumulative CDM data base of issued and outstanding CDM Checks (the "Issue File Data Base").
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10.Presentment and payment of CDM checks. Upon presentment of a check against the Disbursement Account, we will, as part of our Positive Pay Service, compare certain data fields on such item with certain information in the Issue File Data Base. If we identify the item as a CDM Check that matches a corresponding Issue Record in the Issue File Data Base (a "Matching Check"), we will ascertain the Client ID accompanying the Issue Record. To the extent that the Individual Client Funding Account associated with the Client ID contains sufficient collected and available funds to pay all Matching Checks presented on the same Business Day which are associated with the same Client ID, we will pay all such Matching Checks. We will cause the applicable Individual Client Funding Account to be debited, with the resulting credit made to the Master Funding Account. To the extent that the Individual Client Funding Account associated with the Client ID does not contain sufficient collected and available funds to pay all Matching Checks associated with such Client ID which are presented on the same Business Day, we may, in our sole discretion (i) return all such Matching Checks unpaid, unless specific alternative funding arrangements have been made between you and us in advance, or (ii) pay such Matching Checks and cause the applicable Individual Client Funding Account to be overdrawn in the amount of the shortfall. Any overdraft on an Individual Client Funding Account is immediately due and payable from you to us.

11.Default Account. If, after comparison with the Issue File Data Base, a presented item cannot be associated with an Issue Record, but you nevertheless instructs us to pay the item, we will cause the item to be posted to the Default Account. For each item posted to the Default Account that causes the Default Account to become overdrawn, you will promptly provide us with instructions via CDM Desktop or in the form of an Issue Record incorporated in an Issue File, to repost the item to an Individual Client Funding Account.

12.Minimum balance requirement for Recovery Accounts. You must at all times maintain in one or more Recovery Accounts an aggregate balance of collected and available funds which equals or exceeds the aggregate amount of negative balances, if any, maintained in Individual Client Funding Accounts and the Default Account. Any positive balances maintained in any Individual Client Funding Accounts and/or the Default Account are expressly excluded from this calculation. We may return unpaid any CDM Checks presented for payment against the Disbursement Account during any period in which you fail to maintain the balance requirement set forth in this section 12. We may at any time, in our sole discretion, set off some or all of the balances in the Recovery Accounts against any negative balances in any Individual Client Funding Accounts or the Default Account.

13.Funding basis. Each Issue File, as it pertains to each Client on whose behalf you issue CDM Checks, will be funded on either an "Issue Funding" basis or a "Presentment Funding" basis. You must identify the funding basis for each Client as part of the Client Profile for such Client. Once the funding basis for a particular Client has been established, you agree that it will not be changed without our written consent. a.Issue Funding Basis. If you are funding the Issue File for a particular Client on an Issue Funding basis, then the funding of the corresponding Individual Client Funding Account is determined with reference to our receipt of each Issue File from you that pertains to the Client. b.Presentment Funding Basis. If you are funding the Issue File for a particular Client on a Presentment Funding basis, then the funding of the corresponding Individual Client Funding Account is determined with reference to presentment against the Disbursement Account of items related to the Client.

14.Funding method. You will fund each Individual Client Funding Account by using one of the funding methods set forth in this section 14. The process of funding by any of these funding methods will be governed by the Master Agreement, this Service Description and other Service Documentation. YOU WILL NOT, AT ANY

TIME OR UNDER ANY CIRCUMSTANCES, FUND OR PERMIT FUNDING OF ANY INDIVIDUAL CLIENT

FUNDING ACCOUNT, IN WHOLE OR IN PART, BY MEANS OF A CASH DEPOSIT OR A DEPOSIT MADE BY A THIRD PARTY. Each Client Debit account must be owned by your Client. As used in this section 14, the term "Funding Day" has the meaning given to it in section 15. 782
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a.ACH Debit Entries. You may use ACH debit entries to debit the account of the corresponding Client with us or at another financial institution ("Debit Account"). If you use this funding method, then prior to sending an Issue File for a particular Client, you will ensure that the corresponding Client Profile contains adequate information about that Client's Debit Account to enable us to generate an ACH debit entry from the Debit Account. Provided that we have adequate information about the Debit Account, we will transmit an ACH debit entry file to the designated receiving depository financial institution through the applicable clearing house channel on the same day that (i) we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if that day is not a Funding Day, then the debit entry file will be created and transmitted on the next Funding Day. You authorize us to create and transmit each such debit entry file, and represent and warrant to us that each debit entry created using information you provide to us in a Client Profile and/or an Issue File is properly authorized by the owner of the account to be debited. Funds in the amount of an ACH debit entry must be received in the applicable Individual Client Funding Account on the Business Day following our transmission of the file containing such ACH debit entry. b.ACH credit entries. You may use ACH credit entries to transfer funds to an Individual Client Funding Account from an account of the applicable Client with us or another financial institution. Provided that we have adequate address information about the Client on whose behalf the Individual Client Funding Account is maintained, we will transmit an automatic ACH credit entry funding notice, by e-mail and/or fax at your option, to you and the Client on the same day that (i) we receive an Issue File for the Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if that day is not a Funding Day, then the funding notice will be transmitted on the next Funding Day. Funds in the amount specified in a funding notice must be received in the applicable Individual Client Funding Account on the Business Day following our transmission of the funding notice. c.Wire credit transfers. You may use wire credit transfers to transfer of funds to an Individual Client Funding Account from an account of the applicable Client with us or another financial institution.

Provided that we have adequate address information about the Client on whose behalf the Individual Client Funding Account is maintained, Bank will transmit an automatic wire credit transfer funding notice, by e-mail and/or fax at your option, to Company and the Client on the same day that (i) we receive an Issue File for the Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if that day is not a Funding Day, then the funding notice will be transmitted on the next Funding Day. Funds in the amount specified in a funding notice must be received in the applicable Individual Client Funding Account on the same day we transmit the funding notice.
d.Drawdown wires. You may use drawdown wires to debit the Debit Account. If you use this funding method, prior to sending an Issue File for a particular Client, you will ensure that the corresponding Client Profile contains adequate information about that Client's Debit Account to enable us to generate a drawdown wire from the Debit Account. Provided that we have adequate information about the Debit Account, we will cause a drawdown wire to be automatically initiated and transmitted to the designated depository financial institution through the applicable channel on the same day that (i) we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. However, if such day is not a Funding Day, then the drawdown wire will be initiated on the next Funding Day. You authorize us to create and transmit each drawdown wire, and represent and warrant to us that each drawdown wire created using information you provide to us in a Client Profile and/or an Issue File is properly authorized by the owner of the account to be debited. Funds in the amount of the drawdown wire must be received in the applicable Individual Client Funding Account on the same day we initiate the drawdown wire. 783
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e.Internal book transfers. You may use internal book transfers to debit the Debit Account, so long as the Debit Account is maintained with us. If you use this funding method, then prior to sending an Issue File for a particular Client, you will ensure that the corresponding Client Profile contains adequate information about such Client's Debit Account to enable us to generate an internal book transfer from the Debit Account. Provided that we have adequate information about the Debit Account, we will cause an internal book transfer to be initiated from the Debit Account on the same day that (i) we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) one or more items related to the Client are presented against the Disbursement Account, if Company is using a Presentment Funding Basis for the Client. However, that if that day is not a Funding Day, then the internal book transfer will be initiated on the next Funding Day. You authorize us to initiate and execute each such internal book transfer, and represent and warrant to us that each internal book transfer initiated using information you provide to us in a Client Profile and/or an Issue File is properly authorized by the owner of the account to be debited. Funds in the amount of the internal book transfer must be received in the applicable Individual Client Funding Account on the same day we initiate the internal book transfer.

15.Funding Frequency. You will fund each Individual Client Funding Account according to one of the funding frequency options set forth in this section 15. Each day on which funding is to occur under a particular funding frequency option is hereinafter referred to as a "Funding Day." a.Daily funding. Under the "Daily Funding Frequency Option", funding will occur (i) each day that we receive an Issue File for a particular Client, if you are using an Issue Funding Basis for the Client, or (ii) each day on which one or more items related to the Client are presented against the Disbursement Account, if you are using a Presentment Funding Basis for the Client. b.Weekly funding. Under the "Weekly Funding Frequency Option", funding will occur once a week, on the same day of the week as you select.
c.Monthly funding. Under the "Monthly Funding Frequency Option", funding will occur one day each month, on either (i) the same numeric day of the month, or (ii) the first or last day of the month, as you select.
d.Semi-monthly selected date funding. Under the "Semi-Monthly Funding Frequency Option", funding will occur twice each month, on the same two numeric days, as selected by you. e.P.A.L. funding. The "P.A.L. Funding Frequency Option" is only available for accounts you are funding on an Issue Funding Basis. Under this option, funding will occur each time an aggregate dollar amount of items accumulates within one or more Issue Files, with a dollar limit you specify. f.Threshold funding. The "Threshold Funding Frequency Option" is only available for accounts you are funding on a Presentment Funding Basis. Under this option, funding will occur each time an aggregate dollar amount of items is presented for payment in relation to a particular Client, with a dollar limit you specify.

16.Supplemental funding days. You may, at your option, establish one or more additional Funding Days that supplement the funding frequency options chosen for a particular Client under section 15 above. Each additional funding day may be designated as either a "Clean-up Date" or "End-of-Contract Date", depending on the purpose of the supplemental funding. Funding on each supplemental Funding Day will take place according to the Funding Basis and Funding Method previously selected for the applicable Client.

17.Right of setoff. In the event that any negative balance is maintained in an Individual Client Funding Account or the Default Account, whether created by action of you or us, we may at any time, and without prior notice to you, set off the amount of such negative balance against funds on deposit in any Recovery Account or any other deposit account you maintain with us; provided, however, that we may not set off against any other Individual Client Funding Account.
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18.Security interest in Recovery Accounts. As security for the Obligations, you grant us a security interest in and lien on the Recovery Accounts, and all amounts from time to time on deposit in, or withdrawable from, the Recovery Accounts (the "Collateral"). Our receipt at any time of any kind of security, including cash, will not be a waiver of any of our rights or powers under any agreement between us. Upon our request, you will sign and deliver to us, any security, control or other agreements and documents as we determine are necessary or desirable (in our sole opinion) to grant us or perfect our security interest in the Collateral. At the time any Obligation becomes due and payable, we may apply or dispose of any and all Collateral, received or to be received, at any time or place, for any price and upon terms and conditions as we determine. We may apply the amounts on deposit or net proceeds of the sale or other disposition (together with any sums credited by or due from us to you), to the payment of the Obligations, all without prejudice to our rights with respect to any portion of the Obligations which remain unpaid. You expressly waive any right to require us 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. If we are required by Applicable Law to give you reasonable notice before the sale or other disposition of Collateral, that requirement is met if notice is given at least 5 calendar days before the date any sale, application or other disposition will be made. Our rights and remedies under any agreements between us or instruments signed by you in our favor are in addition to, and not exclusive of, any other rights or remedies we have under Applicable Law.

19.Account closure or debit block. We reserve the right to either close or place a debit block on any Individual Client Funding Account which, in our sole judgment, is subject to repeated overdrafts or overdrafts of an excessive amount, or in the event that the Client associated with such Account is subject to a bankruptcy proceeding or makes a general assignment for the benefit of creditors.

20.Business Associate Agreement. If you are an organization that performs any function or activity involving the use, transmission, or disclosure of individually identifiable health information, you and we must enter into a Business Associate Agreement (addressing certain requirements of Subtitle F of the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations) in form and substance satisfactory to us.

21.Compliance with Applicable Laws. You represent, warrant, and covenant to us that you will at all times comply with all Applicable Laws governing the receipt, holding, management and/or disbursement of funds in any Beneficial Owner Account.

22.Indemnification. You agree to indemnify, defend, and hold us harmless from and against any and all Losses which we suffer or incur as a result of or in connection with (i) your failure to have proper authorization to act on behalf of any Client, (ii) any Client Set-up Form or related information you provide to us which is incomplete or erroneous, and (iii) your failure to comply with Applicable Laws governing the receipt, holding, management and/or disbursement of funds for the benefit of Clients.

23.Ownership dispute. In the event that any Client asserts ownership rights to an Account held for the benefit of such Client, or any of the funds therein, then absent the mutual written consent of both you and the Client to dispose of the Account and related funds, we reserve the right, in its sole discretion, to suspend all activity on that Account and to interplead the funds into court. 785
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24.Termination. Unless terminated sooner in accordance with the terms of the Master Agreement or this Service Description, this Service Description and the Service will continue in effect until terminated by either party upon ninety (90) days prior written notice to the other party. We may terminate the Service following notice to you (i) if you breach any material provision of the Master Agreement or this Service Description and fail to cure the breach within fifteen (15) days after we give notice of the breach, or (ii) notwithstanding the foregoing, if you fail at any time to maintain the minimum balance in the Recovery Accounts required under section 12 of this Service Description. Termination of the Service will not affect your or our rights with respect to transactions which occurred before termination.

25.Survival. Sections 4, 10, 12, 14, 17- 19, 22- 24 will survive termination of the Services.

Payable Through Draft Service

1.Description of Service. With this Service, we provide you with information about payable-through Drafts that are purportedly drawn on you and received by us so that you can determine if you will pay, edit or dishonor each Draft.

2.Requirements for Draft stock. You will ensure each Draft contains:
a. The legend "PAYABLE THROUGH WELLS FARGO BANK, N.A."; and b.Our routing number on the MICR line of the Draft. You will also comply with all other requirements we communicate to you. You will not issue any Draft until we notify you that your Draft stock meets our specifications.

3.Electronic presentment. Each Business Day, we will present to you each Draft we receive before the Cutoff Time. We will electronically present you with a report or transmission ("Activity Report") containing the serial number and amount of each Draft available to you through your chosen information reporting service.

No physical delivery of a Draft or of a substitute check or a purported substitute check in lieu of a Draft will occur.

4.Images of Drafts; identifying Unauthorized Drafts. We will make an electronic image of each Draft available to you through our CEO® portal. If for any reason we cannot make an electronic image of a Draft available to you, you remain solely responsible for determining whether a Draft described in each Activity Report is an Unauthorized Draft.

5.Funding. You will maintain immediately available funds in your Account sufficient to cover the full amount of Drafts you issue. We have no obligation to honor any Draft if you do not have immediately available funds in your Account sufficient to cover the full amount of the Draft. If an arbitrator or a court determines a Draft has been paid under circumstances that we incur any liablility for the Draft under Applicable Law or any agreement having the force of law, you will pay us on demand for the amount of the Draft.

6.Decisioning. You must notify us of any presented Draft that is to be edited (section 8 [Edits to Drafts]) or dishonored (section 9 [Drafts to be dishonored]) by the Cutoff Time on the next Business Day following the Business Day on which we made the Activity Report available to you ("Decision Deadline"). You will notify us through our CEO portal as set forth in the Reverse Positive Pay Service Description or, in the case of dishonor instructions only, through a means acceptable to us. If we do not receive your edit requests or dishonor instructions by the applicable Decision Deadline, you will be deemed to have instructed us to pay each Draft described in the Activity Report(s) for that Business Day, and you will be obligated to pay the amount of each Draft.
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7.Provisional payment of Drafts. Any payment or other settlement for a Draft, except a Draft cashed in accordance with section 10, will be provisional and subject to revocation by:
a. You, if you direct us to dishonor a Draft before the applicable Decision Deadline, or b. Us at any time before midnight of the day we presented the Draft to you.

8.Edits to Drafts. You may request edits of the serial number and/or amount of any Draft described on the Activity Report(s) for any current Business Day. You will notify us of each edit request by means acceptable to us. We may deny your edit request based on our evaluation.

9.Drafts to be dishonored.
a.General. We are subject to requirements regarding the return of Drafts under Applicable Law, including the requirement to provide notice of a dishonored Drafts. We may be liable for the amount of the Draft and other damages if we do not meet these requirements. You are solely responsible for dishonoring any Draft including any Unauthorized Draft. If you decide to dishonor any Draft we present to you, you will notify us prior to the Decision Deadline in accordance with the Reverse Positive Pay Service Description. b.Reimbursement obligation; revocation instructions. You will promptly reimburse us for any Losses we suffer or incur as a result of our dishonor of a Draft in accordance with your notice to us. Any payment or other settlement of a Draft will be provisional and can be revoked by:
i. You, if you direct us to dishonor a Draft before the Decision Deadline, and ii.Us, at any time before midnight of the first Business Day after the day we presented the Draft to you.

To be effective, we must receive your revocation instruction in a time and manner that gives us a reasonable opportunity to act on it before the payee deposits, cashes or otherwise negotiates the Draft. c.Fraud. If your reason for dishonoring a Draft is fraud, your return instruction alone will not constitute a claim for a fraudulent transaction. You must file a separate claim with us relating to the fraudulent transaction.

10.Draft Cashing. We offer a Draft Cashing Service (see our User Guide for more information). If you enroll in this Service, you waive any rights to dishonor or issue an edit request with respect to any Draft we cash at our teller line.

11.Liability and Indemnification.
a.Indemnification. You will indemnify, defend, and hold us, and our Representatives harmless from and against all Losses arising out of or relating to:
i.(1) our failure to identify an Unauthorized Draft, (2) our refusal to cash a Draft, (3) our failure to meet any requirement to which section 9 (Drafts to be dishonored) of this Service Description refers, (4) our payment of an Unauthorized Draft, or (5) our exercise of our rights, or our performance of our obligations, in accordance with this Service Description, ii.A breach of either the Image Quality Warranty or the No Double Debit Warranty (as defined below), iii.Our obligation to indemnify and reimburse a depository bank that accepts the original paper check from which an electronic check is created, if the loss is due to the check having already been paid, and iv.If we transfer or present an "electronically-created item" and receive settlement or other consideration for it, our obligation to indemnify and reimburse each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank against Losses that result from the fact that:

1.The electronic image or electronic information of the electronically-created item is not derived from a paper check,

2.The person on whose account the electronically-created item is drawn did not authorize the issuance of the electronically-created item or to the payee stated on the item, and 787
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3.A person receives a transfer, presentment, or return of, or otherwise is charged for an electronically-created item in such a way that the person is asked to make payment based on an item or check it has paid.
"Electronically-created item" means an electronic image that has all the attributes of an electronic check or electronic returned check but was created electronically and not derived from a paper check. "Image Quality Warranty" means our guarantee that the electronic image of the check accurately represents all of the information on the front of the check as of the time the original check is truncated, and the electronic information includes an accurate record of all MICR line information required for a substitute check and the amount of the check. "No Double Debit Warranty" means our guarantee that the warrantee will not receive a presentment of or otherwise be charged for an electronic check, an electronic returned check, the original check, a substitute check, or a paper or electronic representation of a paper substitute check, in a way that the warrantee will be asked to make payment on a check that it has already paid.

When we transfer an electronic check for collection or payment, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee bank, any subsequent collecting bank, the paying bank, and the drawer. When we transfer an electronic returned check for return, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee returning bank, the depository bank, and the owner. For purposes of this section 11.a, the term "check" and "electronically created item" includes a Draft.
b.Unauthorized Draft. With respect to each Draft, we:
i. Will be deemed to be a collecting bank and not a drawee bank, and ii. Disclaim all liability applicable to a payor bank under the Transfer and Presentment Warranties in Articles 3 and 4 of the UCC.

In the event any Draft paid by you is subsequently determined to be an Unauthorized Draft, we will take any action reasonably requested by you to enforce against prior parties (including prior collecting banks, endorsers and other holders) whatever rights you may have against those prior parties, but we will not be liable to you with respect to the Unauthorized Draft and will not be obligated to take any action with respect to the Unauthorized Draft unless you first indemnify us for all costs, expenses and liabilities, including reasonable attorneys' fees and legal expenses, which we may incur as a result of such action. c.Delayed Return. You are responsible to any party that incurs a loss in connection with a Draft, if:
i. The loss is due to a delay in the return of the Draft, and ii. The delay is caused, in whole or in part, by any presentment-related problem resulting from:

1.The failure of any Draft to meet our draft specifications (section 2), or

2.Material appearing on the back of the Draft when it was issued by you including without limitation carbon blanks, blacked-out areas and printed or written text or numbers.

12.Survival. Sections 3, 4, 6, 9, 10, and 11 of this Service Description will survive termination of the Service.

Third Party Drafts Service

1.Description of Service. You provide draft stock to your customers (each, a "third party") that issue third party drafts. With this Service, we will provide you with a controlled disbursement service for third party drafts. You will establish and maintain:
a.One or more demand deposit accounts with us (each, a "Funding Account"), and b.One or more demand deposit accounts with us (each, a "Disbursement Account"), each of which is linked to a Funding Account and assigned to one of our controlled disbursement end points (each, an "End Point").
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2.Requirements for Draft stock. You will ensure each Draft contains:
a. The legend "PAYABLE THROUGH WFB, N.A."; and
b.Our routing number on the MICR line of the Draft. You will also comply with all other requirements we communicate to you. You will not provide Draft stock to any third party until we notify you that your Draft stock meets our specifications.

No physical delivery of a Draft or of a substitute check or a purported substitute check in lieu of a Draft will occur.

6.Decisioning. You must notify us of any presented Draft that is to be edited (section 8) or dishonored (section 9) by the Cutoff Time on the next Business Day following the Business Day on which we made the Activity Report available to you ("Decision Deadline"). You will notify us through our CEO portal as set forth in the Reverse Positive Pay Service Description or, in the case of dishonor instructions only, through a means acceptable to us. If we do not receive your edit requests or dishonor instructions by the applicable Decision Deadline, you will be deemed to have instructed us to pay each Draft described in the Activity Report(s) for that Business Day, and you will be obligated to pay the amount of each Draft that is not timely returned by us.

7.Provisional payment of Drafts. Any payment or other settlement for a Draft, except a Draft cashed in accordance with section 10 [Draft cashing], will be provisional and subject to revocation by:
a. You, if you direct us to dishonor a Draft before the applicable Decision Deadline, or b. Us at any time before midnight of the day we presented the Draft to you.

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b.Reimbursement obligation; revocation instructions. You will promptly reimburse us for any Losses we suffer or incur as a result of our dishonor of a Draft in accordance with your notice to us. Any payment or other settlement of a Draft will be provisional and can be revoked by:
i. You, if you direct us to dishonor a Draft before the Decision Deadline, and ii.Us at any time before midnight of the first Business Day after the day we presented the Draft to you.

To be effective, we must receive your revocation instruction in a time and manner that gives us a reasonable opportunity to act on it before the payee deposits, cashes or otherwise negotiates the Draft. c.Fraud. If your reason for dishonoring a Draft is fraud, your return instruction alone will not consitute a claim for a fraudulent transaction. You must file a separate claim with us relating to the fraudlent transaction.

10.Draft cashing. We, or an affiliate, will not cash any Draft presented for encashment at our teller line, except at our own discretion.

11.Liability and indemnification.
a.Indemnification. You will indemnify, defend, and hold us, and our Representatives harmless from and against all Losses arising out of or relating to:
i.(1) our failure to identify an Unauthorized Draft, (2) our refusal to cash a Draft, (3) our failure to meet any requirement to which section 9 (Drafts to be dishonored) of this Service Description refers, (4) our payment of an Unauthorized Draft, or (5) our exercise of our rights, or our performance of our obligations, in accordance with this Service Description, ii.A breach of either the Image Quality Warranty or the No Double Debit Warranty (as defined below), iii.Our obligation to indemnify and reimburse a depository bank that accepts the original paper check from which an electronic check is created, if the loss is due to the check having already been paid, and iv.If we transfer or present an "electronically-created item" and receive settlement or other consideration for it, our obligation to indemnify and reimburse each transferee bank, any subsequent collecting bank, the paying bank, and any subsequent returning bank against Losses that result from the fact that:

1.The electronic image or electronic information of the electronically-created item is not derived from a paper check,

2.The person on whose account the electronically-created item is drawn did not authorize the issuance of the electronically-created item or to the payee stated on the item, and

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bank, and the drawer. When we transfer an electronic returned check for return, we make the Image Quality Warranty and the No Double Debit Warranty to the transferee returning bank, the depository bank, and the owner. For purposes of this section 11.a, the term "check" and "electronically created item" includes a Draft.
b.Unauthorized Draft. With respect to each Draft, we:
i. Will be deemed to be a collecting bank and not a drawee bank, and ii.Disclaim all liability applicable to a payor bank under the Transfer and Presentment Warranties in Articles 3 and 4 of the UCC.

In the event any Draft paid by you is subsequently determined to be an Unauthorized Draft, we will take any action reasonably requested by you to enforce against prior parties (including prior collecting banks, endorsers and other holders) whatever rights you may have against those prior parties, but we will not be liable to you with respect to the Unauthorized Draft and will not be obligated to take any action with respect to the Unauthorized Draft unless you first indemnify us for all costs, expenses and liabilities, including reasonable attorneys' fees and legal expenses, which we may incur as a result of such action. c.Delayed return. You are responsible to any party that incurs a loss in connection with a Draft, if:
i. The loss is due to a delay in the return of the Draft, and ii. The delay is caused, in whole or in part, by any presentment-related problem resulting from:

1.The failure of any Draft to meet our draft specifications (section 2), or

2.Material appearing on the back of the Draft when it was issued by you including without limitation carbon banks, blacked-out areas and printed or written text or numbers.

12.Anti-money laundering and sanctions controls. While this Service Description is in effect, you will:
a.Be solely responsible for monitoring, interpreting and complying with all laws, regulations, judicial and administrative decisions, and executive orders that apply to you as a provider of accounts to your customers on which Drafts are issued, including the U.S. anti-money laundering and anti-terrorist financing ("AML") and sanctions laws and regulations;
b.Maintain policies and procedures to reasonably ensure compliance with applicable provisions of the U.S.

AML laws and regulations, including but not limited to the USA PATRIOT Act ("PATRIOT Act"), and regulations promulgated by the Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury;
c.Where you qualify under section 314(b) of the PATRIOT Act, maintain an effective notice with FinCEN evidencing your intent to engage in information sharing pursuant to section 314(b) of the PATRIOT Act; d.If subject to the PATRIOT Act, maintain policies and procedures that include a risk assessment of its products and services, designate a Board-approved AML Compliance Officer responsible for overseeing the components of the AML Program, and include processes for training, monitoring of Drafts, recordkeeping and reporting;
e.Provide copies of your policies, procedures and practices designed to comply with this section 12, as we may request from time to time; and (b) upon our request and sole expense, allow us, or our designee, to make such on-site visits to you as we deem necessary or appropriate to review your policies, procedures and practices designed to comply with this section 12; and f.Work with us in good faith to minimize the number of on-site visits and to limit the impact of the on-site visits on your business.

13.Survival. Sections 3, 4, 6, 9, 10 and 11 of this Service Description will survive termination of the Service. 791
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Glossary
Account Agreement means the applicable account agreement governing your Account.

Applicable Law is defined in section 3 of the Master Agreement.

Check Issue Data means for any Check or Draft, the complete serial number and numeric amount. If you have elected the Payee Validation service option under the Positive Pay Service, Check Issue Data also includes the payee's name.

Cutoff Time means our cutoff time each Business Day that we separately disclose to you for the Service.

Decision Deadline means on any Business Day, (i) for the Positive Pay Service, the time we establish by which you must choose to pay or return each Exception Check, and (ii) for the Reverse Positive Pay Service, the time we establish by which you must choose to edit or return each Check on the Paid Items Report.

Draft means each payable-through draft or third party draft we present to you in accordance with this Service Description and includes an Unauthorized Draft.

Item has the meaning given in the Account Agreement.

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

Master Agreement means the Master Agreement for Treasury Management Services.

Matching Check is a Check presented to us that matches the Check Issue Data you have provided to us.

Obligations means any and all advances, debts, loans, obligations and liabilities that you owe us and our affiliates pursuant to the terms of this Service Description, including any advances we make to the Funding Account pursuant to Section 3 of the Controlled Disbursements Service Description and any advances we make to the Disbursement Account pursuant to Section 4 of the Controlled Disbursements Service Description.

Representatives is defined in section 11(f) of the Master Agreement.

Unauthorized Draft means a counterfeit or altered Draft, a reproduction of a duly authorized Draft, a Draft with a forged or other unauthorized signature, or a forged, unauthorized, incorrect or illegible endorsement. 792
Item 19.

Check Cashing Service Description
Revised 06-17-2021

Check Cashing Service Description

1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. (“Bank”) check cashing service (“Service”) and includes:

(a) this Service Description;

(b) the Acceptance of Services or Treasury Management Product Enrollment form;

(d) the account agreement governing the account(s) Company uses in connection with the Service; and

(e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices;

This Service Description and the Master Agreement are posted at Bank’s Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company’s use of the Service confirms Company’s receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update.

2. Description of Bank’s Service. Bank’s Service enables Company to have Bank and Bank’s affiliates (each an “Affiliate” and unless otherwise specified, along with Bank, collectively “Bank”) cash checks drawn on Company’s accounts held at other banks.

2.1. Company’s Request to Cash Checks. Company requests Bank cash checks each of which: (a) has a face amount equal to or less than the amount separately agreed to by Company and Bank in the Setup Form for the Service (“Setup Form”); (b) purports to be drawn by Company on an account identified on the Setup Form for the Service (each an “Account” and collectively “Accounts”) at a drawee bank identified on the Setup Form (“Drawee”) (each such check a “Check”) whether actually issued by Company or not; and (c) is presented in person by the payee at an office of Bank.

793
Item 19.

2 Check Cashing Service Description

2.2. Check Cashing Procedures. Company authorizes Bank to cash any Check that it does not have actual knowledge bears an unauthorized signature, contains a material alteration, or is otherwise not properly payable so long as Bank has followed its then current check cashing procedures in connection with the cashing of the Check. Bank reserves the right to require Company to consult with Bank with respect to any information concerning Bank that is printed on Company’s check stock. COMPANY UNDERSTANDS THIS SERVICE IS NOT

AVAILABLE AT CERTAIN AFFILIATES OR BANK BRANCHES LOCATED IN CERTAIN STATES AS SEPARATELY DISCLOSED TO COMPANY.

3. Fees. Company agrees to pay Bank a periodic fee for the Service, which fee will be charged whether any Check is cashed during a period and may be changed by Bank from time to time upon prior written notification to Company, in accordance with the Service Documentation. In addition, a per-check check cashing fee may apply. Company agrees to inform its payees in writing that a per- check check cashing fee may apply.

4. Termination of Service. In addition to the termination provisions contained in the Master Agreement, Bank may immediately and without prior notice terminate the Service whenever it has any basis to believe that there will not be sufficient available funds in the Account to pay a Check when presented or, in its sole determination, there is an unacceptable risk of fraudulent activity. The provisions of this Service Description and the other Service Documentation will continue in effect with respect to all Checks cashed by Bank prior to termination of the Service.

5. Company’s Guarantee of Payment and Obligation of Reimbursement.

5.1. Guarantee of Check Payment. Company unconditionally guarantees payment of all Checks even though at the time any particular Check is presented for payment (a) the endorsement of the named payee is unauthorized; (b) the Check was not drawn, issued or authorized by Company; (c) the Drawee has received a valid stop payment order regarding the Check; (d) Company does not have sufficient funds in the Account to cover the Check; (e) the Account has been closed or the Drawee is prohibited from paying Checks drawn against the Account; or (f) the Drawee has knowledge that the Check bears an unauthorized signature, contains a material alteration, or is otherwise not properly payable.

5.2. Obligation of Reimbursement. If a Check is dishonored or if Bank is obligated to reimburse the Drawee or a collecting bank with respect to a Check, upon written demand accompanied by evidence of such dishonor or reimbursement, Company agrees to promptly reimburse Bank for all resulting loss. Company waives presentment and other notice of dishonor. In addition, Bank has the right to debit or chargeback any account of Company at Bank for any such loss.

6. Bank’s Limitation of Liability and Company’s Agreement to Indemnify Bank. Bank will have no liability including liability for any consequential, special, punitive or indirect loss or damage which Company, a payee, the Drawee, a collecting bank or any other person may incur or suffer in connection with a Check. Company will indemnify, defend, and save harmless Bank, and each of its directors, officers, employees, and agents (collectively in this section, “Indemnified Persons”) from and against all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) (collectively, "Losses and Liabilities") awarded against or incurred or suffered by Indemnified 794
Item 19.

3 Check Cashing Service Description

Persons arising directly or indirectly from or related to the cashing of any Check by Bank in accordance with this Service Description and/or the breach of any material obligation of Company hereunder.

796
Item 19.

797
Item 19.

798
Item 19.

799
Item 19.

800
Item 19.

801
Item 19.

802
Item 19.

803
Item 19.

804
Item 19.

805
Item 19.

Approved for Use in Local Government Banking Only

Amendment to Master Agreement
for Treasury Management Services

Treasury Management Services

806
Item 19.

2 Amendment to Master Agreement for Treasury Management Services | September 18, 2020 Approved for Use in Local Government Banking Only

Introduction

This Amendment supplements and modifies the Master Agreement for Treasury Management Services (“Master Agreement”) for City of Beaumont. “You,” “your” or “yours” refers to the customer identified in the immediately preceding sentence. The terms “we,” “us,” or “our” refer to the Bank. Capitalized terms used but not defined in this Amendment are defined in the Master Agreement. This Amendment constitutes part of the Service Documentation as defined in the Master Agreement. If there is a conflict between this Amendment and the Master Agreement or other Service Documentation, this Amendment will control. Except as expressly modified by this Amendment, all terms and provisions of Master Agreement and Service Documentation will continue to apply with full force and effect.

Amendment

We agree that the Master Agreement governing our relationship with you is amended as follows:

1. The following text is added at the end of Section 3 of the Master Agreement (titled “Changes to services”):

“Notwithstanding the immediately preceding paragraph, through the Initial Term End Date (as defined below) Bank will not change the fees for Services reflected on Attachment A, except:

• in order to reflect the impact of any change in Applicable Law;

• in the event your Service usage volume is materially lower than that reflected on Attachment A;

• for changes to Bank’s pricing methodology for Services, including element IDs associated with a Service, so long as the change does not increase the total price of the Ser vices to you (unless permitted under one of the two immediately preceding bullet points).

2. The text of Section 4 (titled “Term and termination”) Subsection (a) is deleted in its entirety and replaced with the following:

“ a. After we notify you of a breach of any provision of the Service Documentation or any other agreement with us, and you fail to cure the breach (if it can be cured) within 45 days of the date of notice; or”

3. The following text is added at the beginning of Section 4 (titled “Term and termination”) as a new first sentence:

“Subject to the termination provisions below, the initial term of this Agreement will commence on August 1, 2022 and expire on July 31, 2027 (“Initial Term End Date”), and this Agreement may be extended for not more than two additional two-year extension terms by your and our mutual consent.”

807
Item 19.

3 Amendment to Master Agreement for Treasury Management Services | September 18, 2020 Approved for Use in Local Government Banking Only

4. The text of Section 12 (titled “Governing Law”) is deleted in its entirety and replaced with the following:

“Governing law. The Service Documentation will be governed by: (a) U.S. federal law and (b) the law of the State of California, without reference to its principles of conflicts of laws (“Governing Law”).”

5. The text of Section 14 (titled “Jurisdiction”) is deleted in its entirety and replaced with the following:

“Jurisdiction. For any proceedings regarding this Agreement (other than a proceeding subject to arbitration), you and we each hereby irrevocably submits to the jurisdiction of the courts of the State of California or the federal courts located there and irrevocably agrees that all claims relating to the proceeding may be heard or determined in those courts.”

WELLS FARGO BANK, N.A. City of Beaumont

By: By:

Name: Name:

Title: Title:

Date: Date:

808
Item 19.

4 Amendment to Master Agreement for Treasury Management Services | September 18, 2020 Approved for Use in Local Government Banking Only

Attachment A
Pricing for Specified Treasury Management Services
See Attached

809
Item 19.

Service Description Unit Volume Activity Price Unit total General account services:

Account maintenance 1 10.0000 10.00
Checks Returned with Statements 7 N/A 0.00
Depository Services
Deposits 350 3.0000 1,050.00
Checks Paid 40 0.1000 4.00
Deposited Items - On Us 60 0.0600 3.60
Deposited Items – Local Clearing 90 0.0600 5.40
Deposited Items – Other 100 0.0600 6.00
Currency Deposited 1 $25,000 0.0013 32.50
Returned Item Debit 10 10.0000 100.00
ACH Returned Item Debit 5 6.5000 32.50
Returned Item Reclear Fee 0 5.0000 0.00
Returned Item Special Handling 0 0.6000 0.00
Controlled Disbursement Services
Checks Paid (on Accounts Payable) 2 40 Minimum2 75.00
Positive Pay Package 1 15.0000 15.00
Cash Reporter/Information Reporting 1 15.0000 15.00
ACH Services
File Input 0 0.00
Credit - Incoming 10 0.1000 1.00
Debit – Incoming 25 0.1000 2.50
Notification of Change 1 6.5000 6.50
Wire Transfer Services
Incoming Domestic Wire 2 10.0000 20.00
Outgoing Domestic Wire 2 4.0000 8.00
Non-PC Repetitive Outgoing Domestic Wire 0 3.0000 0.00
Wire Notification (Phone)1 15.0000 15.00
Information Reporting Services
Basic Online A/C Maintenance 1 25.0000 25.00
Basic Online Detail Transactions 500 0.1000 50.00
Online CM ACH Maintenance (Stand Alone)1 15.0000 15.00
ACH Upload Expense 1 N/A 0.00
Grand total $1,492.00
NOTES:
1 Updated volume to reflect the average dollar amount of cash and coin deposited monthly. 2 There is a minimum fee for our ARP Full Reconciliation Per Item charge. The per item charge is .12 if the minimum is exceeded.

Banking Services Proposal — Required Services
Estimated Monthly Activity Detail
Please reference the attached Wells Fargo Treasury Management Pro Forma to see the full detailed proposed pricing. Please see the conversion allowance in the RFP response that can be used to offset monthly fees and setup costs. 810
Item 19.

Service Description Unit Volume Activity Price Unit total General Account Services:

RECOUPMENT MONTHLY 17,000 0.1275 2,167.50
Account Reconcilement:

ARP OPTIONAL REPORTS 42 5.00000 210.00
ARP OUTPUT - TRANSMISSION 21 2.00000 42.00
PAYEE VALIDATION STANDARD-ITEM 40 0.01000 0.40
CEO ARP STMT & RPTS MONTHLY BASE 1 8.00000 8.00
OUTGOING TRANSMISSION - PER ITEM 40 0.01000 0.40
Depository Services
CASH VAULT DEP - ADJUSTMENT 20 6.50000 130.00
CASH VAULT COIN ROLLS FURNISHED 27 0.12000 3.24
CASH VAULT CURRENCY FURNISHED 9 0.00130 0.01
DESKTOP DEPOSIT MONTHLY BASE 1 10.00000 10.00
DESKTOP DEPOSIT-DEPOSIT CREDITED 21 0.55000 11.55
Wholesale Lockbox
LBX WHOLESALE BASE 1 220.00000 220.00
LBX TRANSMISSION BASE 1 125.00000 125.00
MISCELLANEOUS CREDITS POSTED 21 0.55000 11.55
WHOLESALE LOCKBOX - DEPOSITED CHECK 1,900 0.14000 266.00 LBX STANDARD CHECK PROCESSED 1,900 0.20000 380.00
LBX DOCUMENT SCANNED 3,800 0.03500 133.00
LBX CEO TIR REPORT PER ITEM 21 0.05000 1.05
ACH Services
ACH RECEIVED ITEM 35 0.10000 3.50
ACH CEO FRAUD FILTER REVIEW MO BASE 1 10.00000 10.00
ACH CEO RETURN SUBSCRIPTION - ITEM 6 0.20000 1.20
ACH CEO RETURN SUBSCRIPTION-ACCOUNT 1 10.00000 10.00
ACH FUTURE DATED ITEM 1,847 0.05000 92.35
ACH TRANSMISSION CHARGE 4 2.00000 8.00
Information Reporting Services
CEO ALERTS SERVICE - EMAIL 21 0.04000 0.84
CEO INTRADAY REPORTING ITEMS RPTD 100 0.10000 10.00
CEO INTRADAY REPORTING SUBSCRIPTION 1 25.00000 25.00
Grand total $3,880.59
ONE TIME Setup Charges
ACH FRAUD FILTER - SET UP 1 0.0000 0.00
ACH SET UP 1 0.0000 0.00
ARP SET UP 1 0.0000 0.00
LOCKBOX SET UP 1 0.0000 0.00
Banking Services Proposal — Required Services
ADDITIONAL Standard Monthly Activity Detail
The below activity detail reflects additional charges and volumes anticipated based on our understanding of the City's requirements and the services in the RFP. We have used data from the Q & A responses, the analysis statements provided, as well as the services requested in the RFP scope. Please reference the attached Wells Fargo Treasury Management Pro Forma to see the full detailed proposed pricing which includes all volumes provided as well as the below volumes added. Please see the conversion allowance in the RFP response that can be used to offset monthly fees and setup costs.
811
Item 19.

ITEM NO. SERVICE DESCRIPTION SUMMARY Per unit Monthly
08160 CASH VAULT DEP - ADJUSTMENT 6.5000
08190 CASH VAULT CASH ORDER-CALL IN 3.7500
08116 CASH VAULT COIN FURN-STD HALF BOX 4.0000
08115 CASH VAULT COIN FURNISHED-STD BOX 4.0000
08110 CASH VAULT COIN ROLLS FURNISHED 0.1200
08416 CASH VAULT CURRENCY FURNISHED 0.0013
08071 CASH VAULT DEP - NONSTD COIN BAG 12.0000
08008 CASH VAULT DEP - ROLLED COIN 0.1200
08067 CASH VAULT DEP - STD COIN BAG 3.5000
08181 CASH VAULT ORDER - AUTOMATED 3.7500
08630 CASH VAULT ORDER - FED STD BAG 3.0000
08114 CASH VAULT ORDER - HALF STD BAG 3.0000
08210 SAFEVANTAGE EXPEDITED CREDIT 0.0001
08208 SV PREMIUM DEPOSIT CREDIT 5.0000
24250 OVERDRAFT CHARGE-PAID ITEM 35.0000
CK049 DDA STATEMENT - PAPER 5.0000
CK030 CLIENT ANALYSIS STATEMENT-PAPER 5.0000
CK672 BANK CONFIRMATION AUDIT REQUEST 65.0000
CK673 CREDIT RATING AUDIT REQUEST 50.0000
IAMTH RECOUPMENT MONTHLY 0.1275
64104 IFI MAINTENANCE PER PRODUCT 75.0000
27707 CEO SEARCH 0.1600
12812 CEO IMAGE VIEW 90 DAYS - ITEM 0.0100
03303 LBX PKG US MAIL DELIVERY 1.0000
22222 PRINTING & SUPPLIES-VENDOR 0.0100
002 DEPOSITED CHECK 0.1500
36703 LBX MATCHING FILE BASE 60.0000
03102 LBX REMIT PROCESSED CASH 12.0000
03611 LBX REMIT PROCESSED EXPRESS MAIL 2.5000
36731 LBX CORRESPONDENCE OR REJECTS 0.7000
52035 LBX IMAGE FILE IMPORT 0.0300
36745 LBX VALUE ADDED KEYING 0.0250
Please submit information on any standard monthly service charges that are not listed in the Monthly Activity Detail and use the same format shown in the Monthly Activity Detail. If any service charges are one-time set-up or service charges, or are to be no charge to the City, please make note of this.

All proposals for additional service must be accompanied by supplemental attachments describing in full the services offered along with monthly cost detail.

BANKING SERVICES PROPOSAL – ADDITIONAL SERVICES
Cost
812
Item 19.

ITEM NO. SERVICE DESCRIPTION SUMMARY Per unit Monthly
34334 ACH CEO FRAUD FILTER STOP MTHLYBASE 10.0000
34338 ACH CEO FRAUD FILTER STOP - ITEM 5.0000
34335 ACH CEO FRAUD FILTER REVIEW - ITEM 5.0000
ES216 ACH SAME DAY 0.5000
ES206 ACH ORIGINATED - ADDENDA REC 0.0550
ES254 ACH ORIGINATION/REJECT DATA - FILE 3.5000
ES240 ACH RETURN ITEM-REDEPOSITED 6.5000
ES362 ACH RETURN ITEM - DISHONORED 6.5000
06507 ACH RETURN UNAUTHORIZED -ELECTRONIC 6.5000
06511 ACH RETURN UNAUTHORIZED QUALITY FEE 5.0000
ES230 ACH DELETE - ITEM 10.0000
ES361 ACH REVERSAL - ITEM 10.0000
06510 ACH AUTHORIZATION INVESTIGATION 50.0000
06508 ACH COMPLEX SPECIAL INVESTIGATION 210.0000
ES231 ACH DELETE/REVERSE - BATCH/FILE 15.0000
34285 CEO ACH HYP ITM DET INQ - PER ITEM 1.5000
ES349 ACH RECEIVED ADDENDA 0.0300
34421 ARP STMTS & RPTS (CSV/EXCEL) / ITEM 0.0050
34420 ARP STMTS & RPTS (CSV/EXCEL) BASE 5.0000
34337 CEO CHECK ISSUES-ITEM 0.3000
12687 ARP AGED ISSUE RECORDS ON FILE-ITEM 0.0200
12609 ARP PAPER STATEMENT/REPORT DELIVERY 20.0000
12684 ARP PAPER STMT/REPORT MONTHLY BASE 20.0000
12615 ARP PDF STMTS/RPTS-TRANSMISSION 50.0000
08172 ADJ FOR CASH DEPOSITED IN WF BRANCH 13.0000
CK161 CASH DEPOSITED IN WF BRANCH 0.0030
CK771 LOOSE COIN DEPOSITED IN BRANCH 10.0000
CK197 CASH ORDER FEE IN A WF BRANCH 9.0000
CK131 ROLLED COIN FURNISHED BY WF BRANCH 0.5000
CK141 CURRENCY FURNISHED BY WF BRANCH 0.0030
22810 WF CHK CASHED FOR NONACCT HOLDER 0.0000
08052 BRANCH DEPOSIT 3.5000
22812 NON ACCT HOLDER CHK CASHING - PAYEE 0.0000
790 ELECTRONIC DEPOSIT - DEP ADJUSTMENT 18.0000
22030 STOP PAYMENT - AUTO RENEWAL 4.0000
12677 MICR CHECK REJECTS >1% THROUGH 2%0.8000
12678 MICR CHECK REJECTS OVER 2%1.7500
22225 CHECK CASHING THRESHOLD MO BASE 10.0000
MD091 PYMT AUTH MAX CHECK MTHLY BASE 17.0000
12670 STOP PAYMENT - ONLINE 12.0000
12671 STOP PAYMENT - OPERATOR ASSISTED 30.0000
12673 STOP PAYMENT - RANGE 15.0000
ES030 WIRE IN TO USA ACCT-USA DOMESTIC 10.0000
ES191 WIRE IN XBDR CORRESP BANK-USD/FX 7.0000
Cost
813
Item 19.

ITEM NO. SERVICE DESCRIPTION SUMMARY Per unit Monthly
ES076 WIRE IN XBDR USA ACCT-USD OR FX 20.0000
18030 WIRE IN REPAIR 9.0000
ODACT DAILY USE OF UNCOLL FUNDS-ACCT LVL 1.0000
DS194 PAYEE VALIDATION MANUAL REVIEW/ITEM 0.2500
DS191 PAYEE VALIDATION STANDARD-ITEM 0.0100
34336 POSITIVE PAY EXCEPTION - CEO IMAGE 0.5000
12908 POS PAY CHECKS WITH NO ISSUE RECORD 0.5000
12505 POSITIVE PAY EXCEPTION CHECKS RETND 10.0000
12903 POSITIVE PAY EXCEPTIONS - ITEM 5.0000
12906 POSPAY VERIFICATION CALL-CASHED 20.0000
CK064 CEO RETURN ITEM SERVICE MTHLY BASE 0.0000
CK081 RETURN ITEM SPECIAL INST MTHLY BASE 38.0000
34110 SWEEP ACCOUNT POSITION REPORT 10.0000
22087 SWEEP STAGECOACH MUTUALFND ELECTNIC 0.0000
22094 SWEEP STAGECOACH MUTUAL FND MO BASE 0.0000
18901 WIRE OUT XBDR FX CEO/API 25.0000
ES141 WIRE BOOK TRANSFER CEO/API 4.0000
18602 WIRE INVESTIGATION 65.0000
18031 WIRE OUT REPAIR 9.0000
64100 IFI SETUP PER PRODUCT 0.0000
03082 LBX PROGRAMMING 100.0000
34375 CEO ACH ORIG NEW CO ID SETUP 0.0000
06092 ACH ORIGINATION NEW COMP ID-SET UP 0.0000
18325 WIRE ACCOUNT ADD CEO/API 0.0000
Cost
814
Item 19.

Treasury Management Pro Forma
City of Beaumont Pricing as of June 2022

ANALYSIS SUMMARY
Average Positive Collected Balance $17,000,000.00
Reserve Requirement @ 0.00%$0.00
Investable Balance Available for Services $17,000,000.00

Monthly Analyzed Charges $5,372.59
Earnings Allowance @ 0.70%$9,780.82
Net Monthly Analyzed Charges (EXCESS)$4,408.23
*Monthly Fee Based Charges $0.00
Total Monthly Analyzed Charges $0.00
*Charges not offset by balances

SERVICE DETAILS
WF AFP Service
Code Code Service Description Unit Price Volume Charges

BALANCE & COMPENSATION INFORMATION
IAMTH 000230 RECOUPMENT MONTHLY 0.12750 17,000 2,167.50 BALANCE & COMPENSATION INFORMATION Subtotal 2,167.50

GENERAL ACCOUNT SERVICES
22051 010000 ACCT MAINTENANCE 10.00000 1 10.00
CK021 010100 DEBITS POSTED 0.10000 25 2.50
15007 010101 DESKTOP DEPOSIT-DEPOSIT CREDITED 0.55000 21 11.55 GENERAL ACCOUNT SERVICES Subtotal 24.05

LOCKBOX SERVICES
03302 050400 LBX TRANSMISSION BASE 125.00000 1 125.00
36709 05011R LBX WHOLESALE BASE 220.00000 1 220.00
36755 050100 LBX STANDARD CHECK PROCESSED 0.20000 1,900 380.00 03905 05011R LBX DOCUMENT SCANNED 0.03500 3,800 133.00
34222 05031Z LBX CEO TIR REPORT PER ITEM 0.05000 21 1.05 LOCKBOX SERVICES Subtotal 859.05

This proposal is based on our understanding of your requirements and the services in the RFP. This proposal includes volumes provided in your Estimated Monthly Activity Detail with anticipated line items and volumes for the products requested in the RFP. Please see the conversion allowance in the RFP response that can be used to offset the fees and setup costs below.

Pro Forma 6 of 13 815
Item 19.

WF AFP Service
Code Code Service Description Unit Price Volume Charges

DEPOSITORY SERVICES
08173 100100 CASH VAULT DEPOSIT 3.00000 350 1,050.00
CK061 100400 RETURN ITEM - CHARGEBACK 10.00000 10 100.00 CK069 100401 RETURN ITEM SPECIAL INSTRUCTIONS 0.60000 0 0.00 CK075 100402 RETURN ITEM REDEPOSITED 5.00000 0 0.00
08110 100144 CASH VAULT COIN ROLLS FURNISHED 0.12000 27 3.24 08416 100199 CASH VAULT CURRENCY FURNISHED 0.00130 9 0.01 08290 100199 CASH VAULT CURRENCY/COIN DEPOSITED 0.00130 25,000 32.50 08160 100501 CASH VAULT DEP - ADJUSTMENT 6.50000 20 130.00 08025 100015 MISCELLANEOUS CREDITS POSTED 0.55000 21 11.55 706 100224 DESKTOP DEPOSIT-DEPOSITED ITEM 0.06000 250 15.00 311 100225 WHOLESALE LOCKBOX - DEPOSITED CHECK 0.14000 1,900 266.00 DEPOSITORY SERVICES Subtotal 1,608.30

PAPER DISBURSEMENT SERVICES
DS191 150122 PAYEE VALIDATION STANDARD-ITEM 0.01000 40 0.40 12907 150030 POSITIVE PAY MONTHLY BASE 15.00000 1 15.00 22202 150100 DDA CHECKS PAID 0.10000 40 4.00
PAPER DISBURSEMENT SERVICES Subtotal 19.40

PAPER DISBURSEMENT RECON SERVICES
12377 200201 ARP FULL RECON-ITEM Minimum 40 75.00
12060 200010 ARP MONTHLY BASE - FULL 15.00000 1 15.00
12604 200306 ARP OPTIONAL REPORTS 5.00000 42 210.00
12430 200301 ARP OUTPUT - TRANSMISSION 2.00000 21 42.00 34350 200306 CEO ARP STMT & RPTS MONTHLY BASE 8.00000 1 8.00 12694 200100 OUTGOING TRANSMISSION - PER ITEM 0.01000 40 0.40 PAPER DISBURSEMENT RECON SERVICES Subtotal 350.40

GENERAL ACH SERVICES
CK018 250201 ELECTRONIC CREDITS POSTED 0.10000 10 1.00
34342 250400 ACH CEO RETURN SUBSCRIPTION - ITEM 0.20000 6 1.20 34340 250400 ACH CEO RETURN SUBSCRIPTION-ACCOUNT 10.00000 1 10.00 ES280 250000 ACH MONTHLY BASE 15.00000 1 15.00
ES211 250102 ACH FUTURE DATED ITEM 0.05000 1,847 92.35
ES344 250202 ACH RECEIVED ITEM 0.10000 35 3.50
06502 250302 ACH RETURN ITEM-ELECTRONIC 6.50000 5 32.50 ES801 250501 ACH TRANSMISSION CHARGE 2.00000 4 8.00
34333 251050 ACH CEO FRAUD FILTER REVIEW MO BASE 10.00000 1 10.00 06525 250302 ACH NOC - ELECTRONIC 6.50000 1 6.50
GENERAL ACH SERVICES Subtotal 180.05

Pro Forma 7 of 13 816
Item 19.

WF AFP Service
Code Code Service Description Unit Price Volume Charges

WIRE & OTHER FUNDS TRANSFER SERVICE
ES030 350300 WIRE IN TO USA ACCT-USA DOMESTIC 10.00000 2 20.00 CS063 350510 WIRE OUT USA ACCT- STANDING 3.00000 0 0.00 ES074 350580 WIRE VERIFY CALL BACK 15.00000 1 15.00
ES139 350100 WIRE OUT DOMESTIC CEO/API 4.00000 2 8.00
WIRE & OTHER FUNDS TRANSFER SERVICE Subtotal 43.00

INFORMATION SERVICES
34123 40022Z CEO ALERTS SERVICE - EMAIL 0.04000 21 0.84 34121 400274 CEO INTRADAY REPORTING ITEMS RPTD 0.10000 100 10.00 34120 400055 CEO INTRADAY REPORTING SUBSCRIPTION 25.00000 1 25.00 34115 400271 CEO PREV DAY REPORTING ITEMS LOADED 0.10000 500 50.00 34100 400052 CEO PREV DAY REPORTING SUBSCRIPTION 25.00000 1 25.00 15017 400003 DESKTOP DEPOSIT MONTHLY BASE 10.00000 1 10.00 INFORMATION SERVICES Subtotal 120.84

SETUP CHARGES

LOCKBOX SERVICES
03850 050138 LOCKBOX SET UP 0.00000 1 0.00
LOCKBOX SERVICES Subtotal 0.00
12021 200410 ARP SET UP 0.00000 1 0.00
PAPER DISBURSEMENT RECON SERVICES Subtotal 0.00
ES201 251000 ACH SET UP 0.00000 1 0.00
06094 251001 ACH FRAUD FILTER - SET UP 0.00000 1 0.00
GENERAL ACH SERVICES Subtotal 0.00
Total Analyzed Charges 0.00
*Total Fee Based Charges 0.00
Total Service Charges 0.00

Pro Forma 8 of 13 817
Item 19.

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

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

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

Regarding your services

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

Wire Book Transfer
A CEO Wire book transfer is between two accounts initiated via CEO Wires Book Transfer workflow. A Payment Manager Book transfer is charged when the debit and credit accounts are setup in a single CEO Company id and entitled to Book Transfer.

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

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

Pro Forma 9 of 13 818
Item 19.

Wells Fargo Treasury Management Pricing
City of Beaumont Pricing as of June 2022

WF AFP
Code Code Service Description Charge Basis Price
Cash Vault
08160 100501 CASH VAULT DEP - ADJUSTMENT Adjustment 6.50000 08110 100144 CASH VAULT COIN ROLLS FURNISHED Coin roll 0.12000 08416 100199 CASH VAULT CURRENCY FURNISHED Dollar 0.00130 08190 100140 CASH VAULT CASH ORDER-CALL IN Cash order 3.75000 08116 100145 CASH VAULT COIN FURN-STD HALF BOX Coin box 4.00000 08115 100146 CASH VAULT COIN FURNISHED-STD BOX Coin box 4.00000 08071 100111 CASH VAULT DEP - NONSTD COIN BAG Coin bag 12.00000 08008 100110 CASH VAULT DEP - ROLLED COIN Coin roll 0.12000 08067 100113 CASH VAULT DEP - STD COIN BAG Coin bag 3.50000 08181 100141 CASH VAULT ORDER - AUTOMATED Transaction 3.75000 08630 100147 CASH VAULT ORDER - FED STD BAG Coin bag 3.00000 08114 100147 CASH VAULT ORDER - HALF STD BAG Coin bag 3.00000 08210 100154 SAFEVANTAGE EXPEDITED CREDIT $ pass through 0.00010 08208 100154 SV PREMIUM DEPOSIT CREDIT Location 5.00000 General Account Services
08025 100015 MISCELLANEOUS CREDITS POSTED Transaction 0.55000 24250 150340 OVERDRAFT CHARGE-PAID ITEM Transaction 35.00000 CK049 010310 DDA STATEMENT - PAPER Statement 5.00000
CK030 010410 CLIENT ANALYSIS STATEMENT-PAPER Statement 5.00000 CK672 010630 BANK CONFIRMATION AUDIT REQUEST Request 65.00000 CK673 010640 CREDIT RATING AUDIT REQUEST Inquiry 50.00000 Gen Acct Services Recoupment
IAMTH 000230 RECOUPMENT MONTHLY Deposit assessment 0.12750

Additional Service Charges for Disclosure
Customer Price Report 10 of 13
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Item 19.

WF AFP
Code Code Service Description Charge Basis Price
Image Delivery
64104 151350 IFI MAINTENANCE PER PRODUCT Customer ID 75.00000 27707 400340 CEO SEARCH Inquiry 0.16000
12812 151352 CEO IMAGE VIEW 90 DAYS - ITEM Image retrieved 0.01000 MSC-TM
03303 050410 LBX PKG US MAIL DELIVERY $ pass through 1.00000 22222 150810 PRINTING & SUPPLIES-VENDOR Account 0.01000

Paper Checks Deposited
002 100225 DEPOSITED CHECK Check deposited 0.15000
Wholesale Lockbox
36703 050135 LBX MATCHING FILE BASE Lockbox 60.00000
03102 050000 LBX REMIT PROCESSED CASH Remittance 12.00000 03611 050000 LBX REMIT PROCESSED EXPRESS MAIL Remittance 2.50000 36731 050530 LBX CORRESPONDENCE OR REJECTS Envelope 0.70000 52035 050425 LBX IMAGE FILE IMPORT Image 0.03000
36745 050129 LBX VALUE ADDED KEYING Keystroke 0.02500
34222 05031Z LBX CEO TIR REPORT PER ITEM Item accessed 0.05000 ACH Fraud Filter
34334 251050 ACH CEO FRAUD FILTER STOP MTHLYBASE Account 10.00000 34338 251052 ACH CEO FRAUD FILTER STOP - ITEM Transaction filtered 5.00000 34335 251053 ACH CEO FRAUD FILTER REVIEW - ITEM Transaction filtered 5.00000 ACH Origination
ES216 250102 ACH SAME DAY Transaction 0.50000
ES206 250120 ACH ORIGINATED - ADDENDA REC Addenda record 0.05500 ES254 250501 ACH ORIGINATION/REJECT DATA - FILE Batch/file 3.50000 ES240 250310 ACH RETURN ITEM-REDEPOSITED Transaction 6.50000 ES362 250311 ACH RETURN ITEM - DISHONORED Transaction 6.50000 06507 250312 ACH RETURN UNAUTHORIZED -ELECTRONIC Return 6.50000 06511 250312 ACH RETURN UNAUTHORIZED QUALITY FEE Return 5.00000 ES230 250620 ACH DELETE - ITEM Delete 10.00000
ES361 250642 ACH REVERSAL - ITEM Reversal 10.00000
06510 251010 ACH AUTHORIZATION INVESTIGATION Investigation 50.00000 06508 251010 ACH COMPLEX SPECIAL INVESTIGATION Hour 210.00000 ES231 250620 ACH DELETE/REVERSE - BATCH/FILE Batch/file 15.00000 34285 250703 CEO ACH HYP ITM DET INQ - PER ITEM Inquiry 1.50000

Customer Price Report 11 of 13
820
Item 19.

WF AFP
Code Code Service Description Charge Basis Price

ACH Receive
ES349 250220 ACH RECEIVED ADDENDA Addenda record 0.03000 Account Reconcilement
34421 400272 ARP STMTS & RPTS (CSV/EXCEL) / ITEM Transaction 0.00500 34420 400051 ARP STMTS & RPTS (CSV/EXCEL) BASE Account 5.00000 34337 200201 CEO CHECK ISSUES-ITEM Check issued 0.30000 12687 209999 ARP AGED ISSUE RECORDS ON FILE-ITEM Record 0.02000 12609 200310 ARP PAPER STATEMENT/REPORT DELIVERY Statement 20.00000 12684 200310 ARP PAPER STMT/REPORT MONTHLY BASE Account 20.00000 12615 200304 ARP PDF STMTS/RPTS-TRANSMISSION Account 50.00000 Desktop Deposit/Electronic Check
790 100230 ELECTRONIC DEPOSIT - DEP ADJUSTMENT Adjustment 18.00000 General Disbursement Services
22030 150412 STOP PAYMENT - AUTO RENEWAL Stop payment 4.00000 12677 150300 MICR CHECK REJECTS >1% THROUGH 2%Reject 0.80000 12678 150300 MICR CHECK REJECTS OVER 2%Reject 1.75000
22225 150240 CHECK CASHING THRESHOLD MO BASE Account 10.00000 MD091 150240 PYMT AUTH MAX CHECK MTHLY BASE Account 17.00000 12670 150410 STOP PAYMENT - ONLINE Stop payment 12.00000 12671 150420 STOP PAYMENT - OPERATOR ASSISTED Stop payment 30.00000 12673 150411 STOP PAYMENT - RANGE Stop payment 15.00000 Incoming Wire Transfers
ES030 350300 WIRE IN TO USA ACCT-USA DOMESTIC Transfer 10.00000 ES191 350320 WIRE IN XBDR CORRESP BANK-USD/FX Transfer 7.00000 ES076 350310 WIRE IN XBDR USA ACCT-USD OR FX Transfer 20.00000 18030 350330 WIRE IN REPAIR Exception 9.00000
Positive Pay
DS191 150122 PAYEE VALIDATION STANDARD-ITEM Check paid 0.01000 DS194 150299 PAYEE VALIDATION MANUAL REVIEW/ITEM Check 0.25000 34336 150724 POSITIVE PAY EXCEPTION - CEO IMAGE Image retrieved 0.50000 12908 150310 POS PAY CHECKS WITH NO ISSUE RECORD Check 0.50000 12505 150222 POSITIVE PAY EXCEPTION CHECKS RETND Check returned 10.00000 12903 150310 POSITIVE PAY EXCEPTIONS - ITEM Exception 5.00000 12906 150401 POSPAY VERIFICATION CALL-CASHED Call 20.00000 Returned Items
CK064 100416 CEO RETURN ITEM SERVICE MTHLY BASE Customer ID 0.00000 CK081 100401 RETURN ITEM SPECIAL INST MTHLY BASE Account 38.00000

Customer Price Report 12 of 13
821
Item 19.

WF AFP
Code Code Service Description Charge Basis Price
Wires Origination and Reporting
18901 350115 WIRE OUT XBDR FX CEO/API Transfer 25.00000 ES141 350120 WIRE BOOK TRANSFER CEO/API Transfer 4.00000 18602 350560 WIRE INVESTIGATION Investigation 65.00000
18031 350541 WIRE OUT REPAIR Exception 9.00000
Branch Services
08172 100501 ADJ FOR CASH DEPOSITED IN WF BRANCH Adjustment 13.00000 CK161 100006 CASH DEPOSITED IN WF BRANCH Dollar 0.00300 CK771 100010 LOOSE COIN DEPOSITED IN BRANCH Coin bag 10.00000 CK197 100040 CASH ORDER FEE IN A WF BRANCH Transaction 9.00000 CK131 100040 ROLLED COIN FURNISHED BY WF BRANCH Coin roll 0.50000 CK141 100040 CURRENCY FURNISHED BY WF BRANCH Dollar 0.00300 22810 150500 WF CHK CASHED FOR NONACCT HOLDER Check cashed 0.00000 08052 100006 BRANCH DEPOSIT Deposit 3.50000
22812 019999 NON ACCT HOLDER CHK CASHING - PAYEE Check cashed 0.00000

Other Non TM
ODACT 000210 DAILY USE OF UNCOLL FUNDS-ACCT LVL $ pass through 1.00000 Sweep
34110 450405 SWEEP ACCOUNT POSITION REPORT Sweep master account10.00000 22087 450403 SWEEP STAGECOACH MUTUALFND ELECTNIC Statement 0.00000 22094 450200 SWEEP STAGECOACH MUTUAL FND MO BASE Account 0.00000 Setup Charges
64100 151357 IFI SETUP PER PRODUCT Customer ID 0.00000
03850 050138 LOCKBOX SET UP Lockbox 0.00000
03082 050137 LBX PROGRAMMING Hour 100.00000
34375 251120 CEO ACH ORIG NEW CO ID SETUP Setup 0.00000 06092 251001 ACH ORIGINATION NEW COMP ID-SET UP Setup 0.00000 18325 359999 WIRE ACCOUNT ADD CEO/API Account 0.00000

For additional service definitions, please contact your Treasury Management Sales Consultant or visit:
www.wellsfargo.com/accountanalysis
Customer Price Report 13 of 13
822
Item 19.

Revised March 2022
Master Agreement for
Treasury Management Services

The Service Documentation contains the terms under which Wells Fargo Bank, N.A. and the banks, branches or subsidiaries listed in Appendix X (collectively, “Bank”) provide you treasury management services (each, a “Service”). “You,” “your” or “yours” refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in a Service (“Acceptance”). The terms “we,” “us,” or “our” refer to the Bank. Oth er capitalized terms used in this Master Agreement for Treasury Management Services (“Agreement”) are defined in this document.

You and we agree:

1. Service documentation. The Service Documentation contains the terms governing each Service and includes:
a. The Service Description (which contains terms and conditions applicable to the specific Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. This Agreement (which contains terms and conditions applicable to all Services), d. The account agreement governing the account(s) (each, an “Account”) you use in connection with the Service , e. The Product Enrollment Form (which contains set-up information for each Service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices).

The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Agreement and the Service Descriptions for Services you enroll in are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Agreement and all Service Documentation.

2. Services. You and we will agree upon the Services to be provided and the start date for each Service. Each Service is subject to the approval by our applicable branch or subsidiary. We will notify you when you have completed all requirements for enrolling in the Service and the Service is ready for you to use.

3. Changes to services. We may change (or add to) the terms and fees in the Service Documentation at any time. If a change to a Service requires a change to the Service Documentation, we will post the document(s) with the change on the CEO portal. When required by Applicable Law, we will notify you of the change. If you continue to use a Service after a change takes effect, you will be bound by the change. As used in this Agreement, the term “A pplicable Law” means all applicable laws (including common or customary laws), statutes, constitutions, policies, decrees, judgments, treaties, regulations, directives, by -laws, rulings, orders or operating circulars governing our activities and/or any Transaction (see section 6-a) governed by this Agreement, including, but not limited to, the funds transfer system and clearing and settlement house rules.

4. Term and termination. Unless a Service is terminated in accordance with the Service Documentation, this Agreement and each Service will continue in effect until terminated by either party upon 30 days’ prior written notice to the other party. When a Service is terminated for any reason, the Service Documentation governing the terminated Service is also terminated.

We may suspend or terminate any Service:
823
Item 19.

Page 2 ends

Beaumont City CouncilAugust 2, 2022

Beaumont City Council
August 2, 2022