Los Alamitos City Council
July 20, 2026

Exhibit 9:

Treasury Services Master
Agreement
292

SERVICESDEPOSIT

PROCESSRETURNED ITEM

OF DEPOSITSAVAILABILITY

PAYPOSITIVE ACH SERVICES RECONCILIATION TRANSFER FILE INVESTMENTS OVERNIGHT ECR MERCHANT SERVICES E-PAYMENT RECOVERY DISASTER RESOLUTION DISPUTE EXHIBITS

Rev 11/2024_Ver. 4.0 Page 1 of 11
Treasury Services Master Agreement
This Treasury Services Master Agreement (this “Master Agreement”) is made as of the date appearing on the signature page of the Bank representative signing this Master Agreement, between (“Client”) and BMO Bank N.A. (“Bank”). This Master Agreement includes the terms and conditions pursuant to which Bank will provide to Client its treasury and payment solutions products and services (the “Services”). Any reference in any existing or future agreement between Client and Bank to a “Global Treasury Management Services Master Agreement” or any other prior services agreement for treasury and payment solutions products and services shall be deemed to be a reference to this Master Agreement.

In consideration of the mutual promises herein, Client and Bank agree as follows:

1. Services.

Bank will make available to Client the Services selected by Client and described on the Service Selection Form, which is part of this Master Agreement (as updated or amended from time to time, the “Service Selection Form”). By completing and signing the Service Selection Form for a particular Service or Services, Client selects that Service or Services and agrees to the terms and conditions of the related service description, including any appendices (the “Service Description”), and other Service Documentation (as defined below) for that Services. Client may add Services by submitting to Bank an executed copy of the Service Selection Form for the new Service. Any other services or features Bank provides in connection with a Service which are not listed in the Service Selection Form are also considered “Services” and are subject to this Master Agreement and any related Service
Documentation. Other than as expressly set forth herein or in the Service Documentation for a particular Service, the Services are only available for commercial cash management banking purposes and may not be used for personal or
consumer banking purposes of any kind.

Upon acceptance and approval by Bank of this Master
Agreement and the Service Selection Form for the Services Client requests, and the completion of any required setup process, Bank will make the requested Services available to Client. If Client does not execute the Service Selection Form for a particular Service, but nevertheless uses that Service in any manner, Client’s first such use constitutes Client’s agreement to the Service Documentation for that Service, including the applicable Service Description, in the form Bank presented to Client.

2. Governing Agreements and Documentation.
(a) Service Documentation. Client’s use of the Services is governed by this Master Agreement and the following
documents (collectively, the “Service Documentation”), all of which are incorporated by reference into this Master Agreement (as applicable):
• Service Descriptions;
• Service Selection Forms;
• setup and security instructions and procedures; and
• user guides, questionnaires, and other instructions
and manuals for Services provided by Bank (as
updated from time to time, “User Guides”).

If there is any conflict between any term or provision of the Service Documentation for a particular Service and
the terms and provisions of this Master Agreement, the
Service Documentation will control with respect to such Service to the extent of such conflict. If there is any conflict among the Service Documentation for a particular Service, the Service Description will control to the extent of the conflict. Terms which are defined in this Master Agreement have the given meaning when used in the
Service Documentation unless otherwise specified.

All deposit account(s) that are enrolled in the Services (the “Accounts”) will remain subject to the applicable
deposit account agreement (“Account Agreement”) and
Client’s use of the Services will also be governed by such Account Agreement, which is incorporated by reference
in this Master Agreement. If there is any conflict between the applicable Account Agreement and this Master
Agreement or any Service Documentation, then this
Master Agreement or the Service Documentation
controls. Capitalized terms used herein and not otherwise defined shall have the meaning given in the applicable
Account Agreement.
(b) Service Changes. Bank may from time to time add to, discontinue or modify the Services and may update or
make changes in the Service Documentation relating to a Service. Bank will give Client notice of any material
change and such change will be effective as of the date specified in the notice sent to Client. Bank reserves the right to notify Client of changes and updates electronically or by Internet posting, mailing, or other means permitted by law. The right to change fees and charges and the
right to change the terms of this Master Agreement are
addressed in Section 12.
(c) Authorized Individuals; Contact Information. Before accessing any Service, Client must provide to Bank (or
there must be on file with Bank) a signed and completed Certificate of Account Resolutions in the form provided by Bank or other form acceptable to Bank (“Account
Resolutions”). The Account Resolutions evidence the
proper authority of the persons (“Authorized Individuals”) signing this Master Agreement, the Service Selection

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Form, and any authorization forms, and provide Bank with any contact information that Bank may require in
connection with Client’s use of a Service. Bank is entitled to rely on such authorization and contact information
according to its terms until Bank receives properly
authorized written notice in the form provided by Bank or other form acceptable to Bank that the existing
authorization and/or contact information is changed or
terminated and Bank has a reasonable opportunity to act on such notice. If Client instead chooses to communicate changes to Bank by some other means, Bank is entitled
(but not obligated) to rely on such communications and
the changes as having been duly authorized by Client if Bank in good faith believes the communications came
from someone authorized by Client to deliver it. Bank will not be responsible for losses if Client fails to timely and properly notify Bank of changes in authorization and/or contact information. Client must also promptly notify Bank in writing of any change to Client’s name or address.

3. Obligations and Acknowledgments.
(a) Account Statements and Reconciliation. At Client’s
election, Bank will either provide to Client electronically through Bank’s Online Banking for Business Service
(“OLBB”) or by mail periodic statements, notices,
canceled checks, and other information regarding the
Accounts and Account activity, including any activity
resulting from Services. Client agrees to promptly
examine each such statement, notice, canceled check,
and other information (whether originals, images, copies, or in other formats) and to promptly notify Bank of any erroneous charges, payments, missing or incorrect
deposits, credits, debits, or other entries to Accounts (“errors”) or other Account problems, including a forged or unauthorized signature or alteration, or unauthorized or missing endorsement, in accordance with the
requirements and procedures, including time frames,
provided in the applicable Account Agreement. If Client fails to notify Bank as described above, Bank will not be obligated to re-credit or refund the amount of the error or Account problem and Client will be precluded from
asserting the error or Account problem against Bank. If Client makes a claim for an error or problem, Client
agrees to cooperate with Bank in the investigation of the situation (including providing an appropriate affidavit as Bank may request) and any effort by Bank to recover
funds on Client’s or Bank’s behalf.

Unless Bank has otherwise agreed in the Service
Documentation for any Service Bank provides to Client,
funds transfers to and from Accounts will be reflected on the periodic statements Bank sends or makes available to Client or the applicable Account owner.
(b) Electronic Information. Some Services allow Client to view and receive information about Account balances,
activity, transactions, and other cash management
information electronically, via the Internet through one of Bank’s access Services, or by other electronic means.

Account information changes frequently and is subject to updating, verification, and correction. Since the
information may change during the delay between when
the information was last sent to Client or posted by Bank and when Client receive or access the information, Bank assumes no responsibility for Client’s reliance on such information which is subsequently updated, verified, or corrected.
(c) Client’s Vendors. If Client engages any third party in connection with any Service (“Vendor”), the Vendor is
Client’s agent. Client is solely responsible for ensuring that Client’s Vendor complies with Client’s obligations under this Master Agreement and the Service
Documentation (including Security Procedures, as
defined below, relating to the Services). Client is bound by all information, Orders (as defined herein), entries, or other instructions provided on Client’s behalf by Vendors all as though such information, Orders, entries, or other instructions were provided by Client. Client confirms that Client grants authority to Vendors to legally bind Client with respect to their use of the Services. Client is liable for (i) any Vendor’s failure to comply with any of Client’s obligations under this Master Agreement and the Service Documentation, (ii) all fees, costs, and expenses owed to each Vendor for its services on Client’s behalf, and
(iii) any claims, damages, costs, and expenses incurred by Client or Bank as a result of any Vendor’s failure to perform, or delay or error in performing, its services on Client’s behalf.
(d) Use of Third Parties by Bank. Bank may use the services, software, hardware or equipment of third parties to
provide or facilitate all or any portion of the Services, including call centers, Website hosts, contractors,
processors, and the like. Client agrees that Bank may
disclose to any such third party any information regarding Client necessary to provide the Service and related
support to Client.
(e) Money Laundering and Funding of Terrorism. Client
acknowledges that transactions made on Client’s behalf
may be subject to federal and state laws and regulations governing transactions in currency and other monetary
instruments relating to money laundering activities and the funding of terrorism and that such laws and
regulations may impose severe criminal penalties on
those who participate or assist in such activities or in structuring of such activities to avoid reporting
requirements. Client acknowledges that Bank may
monitor transactions for compliance with such laws and
regulations. Client agrees that Client will not engage in any transaction which would violate, or result in a
payment in violation of, federal or state laws or
regulations, including, without limitation, the federal laws and regulations administered by bank regulatory
agencies and the Office of Foreign Assets Control
(“OFAC”) relating to money laundering and the funding of terrorism.
(f) Right of Setoff and Security Interest. In addition to its other rights under this Master Agreement and the Account Agreement, Bank and each of its Affiliates may exercise the right of set-off against any or all of Client’s Accounts and deposits and Client grants Bank a first priority security interest in all Accounts maintained by Client now or in the future with Bank or any of Bank’s Affiliates to secure
payment of any and all obligations regarding Services
provided under this Master Agreement and the Service
Documentation, whether direct or indirect, absolute or
contingent, due or to become due, whether now existing

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or hereafter arising, and whether several, joint or joint and several. For purposes of this Master Agreement,
“Affiliate” means any corporation, limited liability
company, or other legal entity that controls, is controlled by, or is under common control with another legal entity.

4. Security Procedures.
(a) Verification. Bank requires that the authenticity of any payment order, Automated Clearing House (“ACH”) entry,
entry data, batch release, electronic data or transmission, or other instruction to transfer or pay funds or pay, return, or issue checks (collectively, “Orders”) issued to Bank in Client’s name in connection with any Service be verified pursuant to security procedures as provided in this
Master Agreement or in the applicable Service
Documentation (“Security Procedures”). Bank may also
require that other instructions Client issues to Bank be delivered and accepted in compliance with Security
Procedures.
(b) Acceptance of Security Procedures. Client should
carefully review the Security Procedures in light of the size, amount, and frequency of Client’s transactions.

Client’s use of each Service indicates Client’s agreement that the Security Procedures for the Service are
commercially reasonable. If instead of accepting and
following the Security Procedures Bank offers, Client
chooses to communicate to Bank pursuant to some other
procedure, Client is refusing the Security Procedures
Bank recommends as commercially reasonable and
Client will be bound by any Order or other instruction
issued in Client’s name and accepted by Bank in
compliance with the procedure Client chooses.
(c) Security Procedure Limitations. Client acknowledges that the Security Procedures are used to verify the authenticity of, but not to detect errors in, any Order transmitted by Client or in Client’s name. From time to time Bank may
at its option use additional procedures to verify or
authenticate Orders. The Security Procedures do not
verify the actual identity of the users of the Services and do not monitor the actions of the users to determine
whether their Orders exceed the scope of their authority.

The Security Procedures are in addition to, and do not
limit, revoke, or affect the authority of any Authorized Individual to transmit Orders or any agreement now or
hereafter existing between Client and Bank relating to
Orders. Bank may continue to rely upon such authority
and agreements and Bank is authorized to act upon
Orders received from persons acting pursuant to such
authority or agreements.

5. Confidentiality and Security.
(a) Confidential Service Information. Client agrees that it is Client’s responsibility to maintain the security and strict confidentiality of all account numbers, codes, and
identification data, such as customer identification
numbers (“Customer IDs”) and passwords (“Customer
Passwords”) and user identification numbers (“User IDs”) and passwords (“User Passwords”), provided to or used
by Client in connection with any Service (“Identification Data”) as well as information concerning access to any
Service or Account, including the Security Procedures
(“Confidential Service Information”). Client should
disclose the Identification Data and the Confidential
Service Information only to Authorized Individuals and
Vendors who need to know the information in order to
carry out their responsibilities with respect to the Services.

Client also agrees to maintain the confidentiality of all Service Documentation, software, and other proprietary
information regarding the Services which Bank provides
to Client.
(b) Effective Policies and Procedures. Client represents and warrants to Bank that Client has in place, and will maintain and enforce, effective policies and procedures to prevent unauthorized access to the Accounts, the Identification Data, the Confidential Service Information, and the
Services, including unauthorized and erroneous
transmission of Orders and other communications to
Bank. Client agrees to take all steps necessary to ensure the security, accuracy, authenticity, confidentiality, and legitimacy of all communications to Bank and all access to the Services.
(c) Notification of Loss. If at any time any Identification Data or Confidential Service Information has been lost, stolen, or misused, or Client believes that the security of
communications between Client and Bank may be or has
been compromised or is in any way insecure, Client must notify Bank immediately (with confirmation in writing) and assist Bank in investigating and remedying the situation.

Client’s notice will not affect any action taken by Bank, including transfers made or instructions carried out prior to the time Bank has received the notice and has had a
reasonable opportunity to act on it.
(d) Obligations of Bank Regarding Confidential Information.

Except as otherwise provided herein or in any Service
Documentation, Bank will maintain the confidentiality of the information Client provides to Bank in connection with the Services in accordance with its normal procedures for safeguarding commercial customer information, and
Bank agrees to use such information only to provide the Services to Client and as otherwise required by law or
permitted in any agreement between Client and Bank.

Bank may disclose information (i) which is or becomes
public other than as a result of disclosure by Bank in
violation of this Section, (ii) which was or becomes
available to Bank on a non-confidential basis from a thirdparty who is not known by Bank to be bound by a confidentiality agreement with Client with respect to such information, (iii) which is developed by Bank separate and apart from any disclosure by Client, (iv) to Affiliates of Bank, or to companies who provide services to Bank as
described in Section 3(d), (v) as permitted under the
Account Agreement or any other agreement between
Client and Bank, (vi) in connection with any litigation involving, or the enforcement of its rights and remedies under or in connection with, this Master Agreement or any other agreement between Client and Bank, and (vii) to the extent required by applicable laws, regulations, or rules, including, where applicable, the rules of NACHA – The
Electronic Payments Association® or other funds transfer systems used in connection with a funds transfer
(collectively, “Applicable Law”), or court orders or other legal process (including in connection with examinations by banking authorities or to comply with subpoenas,

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summonses, search warrants, or requests from
government agencies).
(e) Use of Confidential Service Information. All uses of the Services in accordance with the Security Procedures will be deemed to be authorized by and binding on Client or
the applicable Account owner. Client’s failure to protect Identification Data and Confidential Service Information may allow an unauthorized party to (i) use the Service(s), (ii) access electronic communications and financial data, and (iii) send Orders and communications to Bank or
receive information from Bank. To the maximum extent
permitted by law, Bank shall have no responsibility or
liability whatsoever for any loss due to any unauthorized Order, instruction or other communication from Client,
Client’s Vendor, or any Authorized Individual to Bank,
except to the extent that such loss is determined by an arbitrator in accordance with Section 16 or by a court of competent jurisdiction by a final and non-appealable order to have resulted from Bank’s gross negligence or willful misconduct.
(f) Unencrypted Messages. Client recognizes that
unencrypted messages including email are not secure. If Client chooses to communicate with Bank by email, Client acknowledges that Bank may rely on the contents of the
email as having been authorized by Client, if Bank
accepts and acts on it in good faith. Client agrees that Bank may reply to Client in an email with the requested information. Client assumes the entire risk for any such unencrypted electronic communications.

6. Events of Default.

The occurrence of any of the following shall constitute an “Event of Default”:
(a) Failure to Pay or Perform. If Client fails to pay when due any amount payable, fails to satisfy any condition Client is required to satisfy, or fails to observe or perform any agreement or obligation, under this Master Agreement,
any Service Documentation, or any other agreement
between Client and Bank;
(b) Incorrect or Misleading Statements. If any representation or warranty made by Client in this Master Agreement, any Service Documentation, or any other agreement between
Client and Bank, or any certificate or statement of fact or any other communication from Client to Bank, is found to have been incorrect or misleading on or as of the date
made in any respect Bank considers material;
(c) Insolvency, etc. If Client is or becomes insolvent or bankrupt or is dissolved, liquidated or wound up; or any substantial assets of Client are seized or otherwise
attached pursuant to legal process or other means; or any step or proceeding is taken by or against Client under or in respect of any bankruptcy, insolvency, reorganization or other similar law affecting creditors' rights, including a resolution passed by Client’s directors, partners,
managers, or members; or any assignment is made for
the benefit of Client’s creditors; or in the good faith opinion of Bank the financial condition of Client has become
impaired;
(d) Judgments. If one or more judgments, decrees, or orders is rendered against Client for the payment of money and any of such judgments, decrees or orders would, in
Bank’s opinion, have a material adverse effect and
continue unsatisfied and in effect for a period of more than ten (10) business days without being vacated,
discharged, satisfied or stayed pending appeal; or
(e) Unenforceable Provisions. If any provision of this Master Agreement Bank considers material is determined by an
arbitrator in accordance with Section 16 or a court of
competent jurisdiction to be unenforceable.

7. Termination.
(a) This Master Agreement will continue in full force and effect until all Services have been terminated. Any
Service may be terminated at any time by either Client or Bank upon at least thirty (30) days’ prior written notice to the other party. Only the Service specified in such notice will be terminated, and no other Services will be affected. (b) Bank may, at its option, immediately and without any notice or other action (i) terminate this Master Agreement or any or all Services upon the occurrence and during
continuance of an Event of Default, and (ii) terminate any Service if Bank determines that the Service has not been used by Client for a period of at least 12 months.
(c) Upon termination of any Services under this Master
Agreement:
• Client will immediately return to Bank or destroy the originals and all copies (in all formats and media) of
software programs Bank licensed to Client, all User
Guides, and all security and access devices with
respect to those terminated Services.
• Any licenses granted by Bank to Client with respect
to those terminated Services under the applicable
Service Documentation will automatically terminate.
(d) Even if this Master Agreement or any or all Services are terminated, this Master Agreement shall continue in full force and effect as to all transactions that Bank began processing before such termination and the provisions of Sections 5, 8, 9, 10, 13, and 16 will survive any
termination of this Master Agreement and the relevant
Service.

8. Indemnity.

Client agrees to indemnify Bank, Bank’s Affiliates, and each of their respective officers, directors, employees, agents, and service providers (collectively, “Indemnified Parties”) for, and defend and hold harmless each of the Indemnified Parties from and against, any and all actions, losses, damages, claims, demands, liabilities, costs, or expenses, including court costs and reasonable attorneys’ fees and expenses (collectively “Claims”), resulting directly or indirectly from Bank’s performance under this Master Agreement or Bank’s provision of any Service (including, without limitation, any and all Claims in connection with complying with or responding to subpoenas, summonses, search warrants, or requests or
demands from government agencies), except to the extent that such Claims are determined by an arbitrator in
accordance with Section 16 or a court of competent jurisdiction by a final and non-appealable order to have resulted from Bank’s gross negligence or willful misconduct.

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9. Limitation of Liability.

IN NO EVENT UNDER ANY THEORY SHALL BANK, OR

ANY OTHER INDEMNIFIED PARTY HAVE ANY LIABILITY

TO CLIENT OR ANY OTHER PERSON OR COMPANY FOR

ANY CLAIM OR DAMAGE OF ANY KIND (WHETHER IN

TORT, CONTRACT OR OTHERWISE) ARISING OUT OF,
OR RELATING TO, BANK’S PERFORMANCE UNDER THIS
MASTER AGREEMENT OR BANK’S PROVISION OF ANY

SERVICE, EXCEPT TO THE EXTENT THAT SUCH CLAIMS

OR DAMAGES ARE DETERMINED BY BINDING
ARBITRATION IN ACCORDANCE WITH SECTION 16 OR A

COURT OF COMPETENT JURISDICTION BY A FINAL AND

NON-APPEALABLE ORDER TO HAVE RESULTED FROM
BANK’S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT; PROVIDED THAT IN NO EVENT SHALL

BANK OR ANY OF ITS AFFILIATES, OR ANY OF THEIR

RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,

AGENTS, OR SERVICE PROVIDERS, HAVE ANY LIABILITY

TO CLIENT OR ANY PERSON OR COMPANY FOR

INDIRECT LOSSES, SPECIAL, CONSEQUENTIAL,

INCIDENTAL, OR PUNITIVE DAMAGES, OR DAMAGES

FOR LOST BUSINESS, PROFITS, OR REVENUE,

GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF BANK

OR ANY SUCH OTHER PARTY IS AWARE OF THE

POSSIBILITY OF, OR COULD REASONABLY FORESEE,
SUCH DAMAGES.

TO THE EXTENT THAT PROVISIONS OF APPLICABLE
LAW PROHIBIT AN AGREEMENT TO DISCLAIM A BANK’S

RESPONSIBILITY FOR ITS FAILURE TO EXERCISE
ORDINARY CARE, BANK’S RESPONSIBILITY TO CLIENT

UNDER THIS MASTER AGREEMENT AND THE SERVICE

DOCUMENTATION IS LIMITED TO THE EXERCISE OF

ORDINARY CARE IN PROVIDING THE SERVICES TO
CLIENT. ORDINARY CARE IS TO BE EVALUATED BASED

ON REASONABLE COMMERCIAL BANKING STANDARDS
PREVAILING IN BANK’S INDUSTRY AND LOCATION FOR
SIMILARLY SITUATED COMMERCIAL BANKS.

Bank’s cumulative liability for all loss or damage arising from or relating to this Master Agreement and any Service,
regardless of the form of action, is limited to direct losses attributable to Bank’s gross negligence or willful misconduct and limited to an amount not to exceed twelve (12) times the fees paid by Client during the month immediately preceding the month in which the loss or damage was incurred.

Bank is not liable for any failure or delay in carrying out any of its obligations under this Master Agreement or any Service Documentation if such failure or delay results from Bank acting in accordance with requirements of Applicable Laws or from acts of God, strike or stoppage of labor, power or equipment failure, disruptions in telecommunications systems or the financial markets, adverse weather conditions, or any other cause beyond its control. Bank has no responsibility and will incur no liability for any act or failure to act by any other financial institution, intermediary, or any other third party including any failure, delay or error by any Federal Reserve Bank or other intermediary bank in timely presenting data or checks to Bank.

10. Fees and Charges.

Client agrees to pay fees and other charges for each Service as Bank establishes from time to time or maintain
compensating balances as Bank may permit. Bank may
amend its fees and charges from time to time in accordance with Section 12 below. Client authorizes Bank to access any one or more Accounts to debit fees and other charges, even if doing so creates an overdraft.

Bank may provide Client with monthly compensation
statements indicating the fees owing by Client and debited from one or more Accounts for the Services and the interest paid or charged to Client. Client will verify the statements and notify Bank in writing of any errors, irregularities or omissions within (a) 30 days of the mailing of the compensation
statement to Client, or (b) if not mailed, within 30 days of the delivery or availability of the compensation statement to Client.

At the end of the 30-day period it will be conclusively settled between Client and Bank that the compensation statement is accurate, all fees and amounts charged as set out in the compensation statement are properly chargeable, and Client will not be entitled to be credited with any sum not credited in the compensation statement.

Notwithstanding the foregoing, Bank has the right at any time to make adjustments for any amounts improperly credited and any alleged errors, irregularities, or omissions or to charge back items for which payment has not been received.

Bank may assess finance charges on any amount due to Bank under this Master Agreement that is not paid by Client within thirty (30) days of receipt of Client’s statement or an invoice showing the amount due.

11. Notices.

Except as may be otherwise specified in the Service
Documentation for a particular Service, all notices and other communications by Client or Bank relating to this Master Agreement and/or any Service Documentation generally shall be in writing and:
• if to Client, addressed to Client’s primary address as shown on Bank’s records or, if permitted by law,
delivered electronically;
• if to Bank, addressed to Documentation Analysis and
Control at: BMO Bank N.A., Documentation Analysis
and Control, 320 South Canal Street, 14W, Chicago,
Illinois 60606, or at such other address as Bank may
specify in writing.

Any notice or communication to Bank will be effective when it is actually received, and Bank has had a reasonable time to act on it. Bank is entitled to rely on any written notice or other communication that Bank believes in good faith to be genuine and to have been signed, sent, or authorized by Client’s authorized representative. Bank is permitted, at its sole discretion, to act on email notices from Client sent to [email protected] or otherwise, although Bank shall be under no obligation to do so. Bank reserves the right to give notices and communications to Client in such form or medium as Bank considers reasonable and by such means as are
permitted by Applicable Law.

12. Amendments.

Bank may amend this Master Agreement or the fees and
charges applicable to a particular Service by written notice sent to Client in accordance with Section 11, above. Except

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as specifically provided in the Service Documentation for any Service, any amendment to this Master Agreement (including changes in fees and charges) will be effective thirty (30) days after notice of the amendment is sent to Client. This paragraph does not apply to the changes and updates described in
Section 2 of this Master Agreement under “Service Changes”.

13. Representations and Warranties; Agreement to
Provide Information.
(a) Representations and Warranties of Client. In addition to any other representations and warranties herein or in the Service Documentation, Client represents and warrants
to Bank, and agrees with Bank, that:
(i) its execution, delivery, and performance of this
Master Agreement has been duly and properly
authorized by all necessary corporate or other
organizational action and governmental action and
does not violate any provision of law, its certificate or articles of incorporation, by-laws or other
organizational agreement, or any material agreement
binding upon it;
(ii) the person or persons signing this Master Agreement on its behalf are authorized to do so;
(iii) this Master Agreement is its valid, legal and binding obligation enforceable against it in accordance with
its terms; and
(iv) the establishment and maintenance of the Accounts
with Bank and Client’s use of the Services are for
legitimate business purposes only and comply fully
with Applicable Law.
(b) Representations and Warranties of Bank. Bank
represents and warrants to Client, and agrees with Client that:
(i) its execution, delivery, and performance of this
Master Agreement has been duly and properly
authorized by all necessary corporate or other
organizational action and governmental action and
does not violate any provision of law, its charter or
by-laws or other organizational agreement, or any
material agreement binding on it;
(ii) the person or persons signing this Master Agreement on its behalf are authorized to do so; and
(iii) this Master Agreement is its valid, legal, and binding obligation enforceable against it in accordance with
its terms.

EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE IN

THIS MASTER AGREEMENT OR IN ANY SERVICE

DOCUMENTATION, BANK MAKES NO OTHER

REPRESENTATIONS OR WARRANTIES, EITHER

EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT
TO ANY SERVICE OR BANK’S PERFORMANCE OF

THE SERVICES, INCLUDING, WITHOUT LIMITATION,

THOSE OF MERCHANT-ABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. NO DESCRIPTIONS OR

SPECIFICATIONS CONSTITUTE REPRESENTATIONS
OR WARRANTIES OF ANY KIND.
(c) Agreement to Provide Information. Client agrees that Client shall promptly furnish to Bank such information
respecting Client’s business and financial condition, in such form and manner, as Bank may reasonably request
from time to time. Client represents and warrants to Bank that all such information is true, complete, and correct in all material respects.

14. Affiliates.

If Client has one or more Affiliates, Bank may upon request provide one or more Services to that Affiliate under this Master Agreement. If Bank agrees to allow an Affiliate to access a Service under this Master Agreement, the Affiliate and Client must execute and deliver to Bank an addendum to this Master Agreement or other appropriate documentation required by Bank. Any such Affiliate using Services becomes a party to this Master Agreement, the relevant Service Selection Form and Service Documentation on a joint-and-several basis as “Client”.

15. Other Provisions.
(a) This Master Agreement and the Service Documentation constituting a part of this Master Agreement together with the Account Agreement constitute the entire agreement
between Client and Bank with respect to the Services and supersedes and replaces any previously made proposals,
representations, warranties or agreements, express or
implied, either oral or in writing.
(b) Client may not assign this Master Agreement or any of Client’s rights hereunder without Bank’s prior written
consent. Bank may not assign this Master Agreement
without Client’s prior written consent, except that Bank may assign this Master Agreement, in whole or in part,
without such consent to any of Bank’s Affiliates or in
connection with the merger, consolidation, reorganization or acquisition of substantially all the assets of Bank. Any purported assignment of this Master Agreement by Client without Bank’s written consent is void.
(c) No party’s failure or delay in exercising any right or remedy under this Master Agreement will operate as a
waiver of such right or remedy; and no single or partial exercise by a party of any right or remedy under this
Master Agreement will preclude any additional or further exercise of such right or remedy or the exercise of any other right.
(d) If a provision of this Master Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the other provisions of this Master
Agreement will not be affected or impaired by such
holding.
(e) This Master Agreement is binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. Except as explicitly provided
herein, this Master Agreement is not for the benefit of any other person and no other person shall have any right
against Client or Bank hereunder.
(f) Where appropriate, terms defined in this Master
Agreement in the singular shall be deemed to include the

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plural and those defined in the plural shall be deemed to include the singular.
(g) This Master Agreement may be executed in multiple
counterparts with the same effect as if Client and Bank had executed the same document, and all counterparts
must be construed together as one instrument. Delivery
of an executed counterpart by facsimile or other electronic means is effective as delivery of a manually signed
counterpart.
(h) This Master Agreement is governed by and must be
construed in accordance with the laws of the State of
Illinois, including the Uniform Commercial Code as in
effect in the State of Illinois from time to time (the “UCC").

The parties acknowledge that certain provisions of the
UCC contain provisions which by the express terms of the UCC may not be varied by agreement of the parties (a
"Non-variable Obligation"). To the extent that any
provision of this Master Agreement purports to vary such Non-variable Obligation, the parties acknowledge that
their respective rights and obligations under this Master Agreement are subject to the Non-variable Obligation.

16. Claims Subject to Arbitration.

Bank and Client agree to arbitrate all disputes or claims between them arising out of or relating in any way to the Services, this Master Agreement, any applicable Service Descriptions, any other agreement related to the Services, or any transactions arising hereunder or thereunder, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. This arbitration provision is intended to be broadly interpreted and to cover, without limitation, any claims that arose before the effective date of this Master Agreement or any prior services agreement (including, but not limited to, claims relating to advertising, promotions, or disclosures) and any claims that may arise after the termination of this Master Agreement. This arbitration provision will survive the
termination of the Services and/or this Master Agreement.

This Master Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. § 1 et. seq., governs the interpretation and enforcement of this provision. An American Arbitration Association (“AAA”)
arbitrator will decide the substance of all Claims in accordance with all Applicable Law, including recognized principles of equity and statutes of limitations, and will honor all claims of privilege recognized by law.

Unless both Client and Bank agree otherwise, each party must bring all related or similar Claims in a single arbitration proceeding. If Client or Bank later initiates a subsequent arbitration asserting Claims that are related or similar to ones that were raised by such party in an earlier-filed arbitration, the AAA or the arbitrator will either: (i) consolidate the subsequent arbitration with the earlier proceeding if it is ongoing or (ii) dismiss the subsequent arbitration if it raises Claims that would be barred by Applicable Law if brought in court.
(a) Notice of Dispute and Arbitration Procedures. A party who intends to pursue a Claim must first send to the other a letter describing the Claim and containing the information described below (a “Notice of Dispute”). Any Notice of
Dispute sent to Bank should be addressed to:

BMO Bank N.A.

Documentation Analysis and Control
320 South Canal Street, Floor 14W
Chicago, IL 60606
Any Notice of Dispute sent to Client by Bank will be sent to the address in Bank’s records that is associated with Client’s Account at the time the Notice of Dispute is sent.

The Notice of Dispute must (a) describe the nature and
basis of the Claim; (b) set forth the specific relief sought; (c) set forth the name and address of the claimant; and (d) include the Services and/or the provision of the
applicable agreement to which the Claim relates. If Bank and Client do not reach an agreement to resolve the
Claim described in the Notice of Dispute within forty-five (45) days after the Notice of Dispute is received, Client or Bank may commence an arbitration proceeding with the
AAA. If Client or Bank attempts to commence arbitration proceedings before providing the requisite Notice of
Dispute, the other party may inform the AAA of this
agreement and direct it to refrain from commencing
administration of arbitration proceedings until the
requisite time period for notice has passed. Neither Client nor Bank will disclose to the arbitrator the existence, amount, or terms of any settlement offers made by either party until after the arbitrator issues a final award
resolving the Claim.

The arbitration will be governed by the AAA’s Commercial Dispute Resolution Procedures, as amended from time to
time (the “AAA Rules”) as modified by this Agreement,
and will be administered by the AAA.

The arbitrator is bound by the terms of this Master
Agreement. All issues are for the arbitrator to decide, except those issues relating to the arbitrability of Claims or the scope, and enforceability of this arbitration
provision, including the interpretation of the prohibition of class and representative actions and non-individualized relief, are for the court to decide. The right to a hearing will be determined by the AAA Rules. Any in-person
arbitration hearing will take place in Chicago, Illinois.

Regardless of the manner in which the arbitration is
conducted, the arbitrator, upon the request of either party made prior to the closing of the hearing (or, if there is no oral hearing, prior to or along with submission of final documents to the AAA), will issue a reasoned written
decision sufficient to explain the essential findings and conclusions on which the award, if any, is based. Unless otherwise agreed by Client and Bank, any award will be
rendered by the arbitrator not later than fourteen (14) days from the date of the closing of the hearing or, if there is no oral hearing, from the date of the AAA’s transmittal of the final statements and proofs to the arbitrator in accordance with the AAA Rules.
(b) Prohibition of Class and Representative Actions and NonIndividualized Relief. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim; any injunctive relief must be individualized in nature and cannot affect individuals other than the claimant. CLIENT AND BANK AGREE

THAT EACH MAY BRING CLAIMS AGAINST THE
OTHER ONLY IN CLIENT’S OR BANK’S INDIVIDUAL

Rev 11/2024_Ver. 4.0 Page 8 of 11

CAPACITY AND NOT AS A PLAINTIFF OR CLASS

MEMBER IN ANY PURPORTED CLASS OR

REPRESENTATIVE PROCEEDING, OR AS A PRIVATE

ATTORNEY GENERAL OR ON BEHALF OF THE
GENERAL PUBLIC. Further, unless both Client and Bank
agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside
over any form of a representative or class proceeding. If a court decides that any part of this arbitration provision (other than the prohibition of class or representative
actions and/or consolidation) is invalid or unenforceable, the other parts of this arbitration provision will still apply.

However, if a court decides that this paragraph’s
prohibition of class or representative actions and/or
consolidation is invalid or unenforceable, then the entirety of this arbitration provision will be null and void.
(c) Access to Government Agencies. This arbitration
provision does not preclude Client from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against Bank on Client’s behalf.
(d) Other Remedies. This arbitration provision and the
exercise of any of the rights Client and Bank have under this provision will not prohibit Client or Bank from
exercising any lawful rights either Client or Bank have to use other remedies available to preserve, foreclose or
obtain possession of real or personal property or exercise self-help remedies, including set-off rights as described in this Master Agreement.
[Remainder of page intentionally blank]

Rev 11/2024_Ver. 4.0 Page 9 of 11
By signing below, Client and Bank agree to the terms and conditions set forth in this Treasury Services Master Agreement, effective as of the date set forth in the space provided under Bank’s signature below.

* Provide second signature if required by Account Resolutions or other authorizing documents accepted by Bank.

X _________________________________ X ______________________________ By: By:

Title: Title:

Tax Identification Number:

BMO BANK N.A.

X _________________________________
Title: Authorized Individual
Dated________________________, ______

Rev 11/2024_Ver. 4.0 Page 10 of 11

SERVICE SELECTION FORM
This Service Selection Form (“Service Selection Form”) is a part of the Treasury Services Master Agreement (as amended from time to time “Master Agreement”) between (“Client”) and BMO Bank N.A. (“Bank”). Capitalized terms used but not defined in this Service Selection Form have the meanings given in the Master Agreement.

Service Selections.

Client hereby elects to receive and requests from Bank the Services identified below in this Service Selection Form. Bank will provide to Client the Service(s) selected by Client upon Bank’s acceptance and approval of this Service Selection Form and the completion of any required setup process.

Representations and Warranties.

In addition to the terms and conditions included in the Master Agreement:
(a) Client represents and warrants to Bank that Client has received and read the Service Documentation for the Services Client selects and Client agrees to be bound by all terms, conditions and procedures included in the Master Agreement, this Service Selection Form, and all applicable Service Documentation. (b) The person executing this Service Selection Form on Client’s behalf certifies to Bank that he or she is an Authorized Individual, and/or is otherwise authorized to act on Client’s behalf, as provided in Client’s authorizing documents, with full power and authority to execute this Service Selection Form on Client’s behalf.

Designated Personnel.

Client acknowledges and agrees that when Client specifies to Bank a person as a Corporate Administrator, Designated Contact, or otherwise, that person has the requisite authority to perform the duties of the position as described in the Master Agreement and/or the relevant Service Documentation on Client’s behalf.

Changes.

If Client wishes to change any of the features or service options for a Service already selected, including changing designated personnel for a particular Service, Client may do so by having an Authorized Individual complete and execute a setup form provided by Bank, or some other form acceptable to Bank. If Client chooses to communicate a change to Bank by any other means, Bank is entitled (but not obligated) to rely on the change communicated to Bank if Bank in good faith believe it was communicated to Bank by someone authorized to do so on Client’s behalf.

Additional Services.

If Client wishes to add a Service, Client must complete a new Service Selection Form for the additional Service and any other setup documentation Bank may require.

Rev 11/2024_Ver. 4.0 Page 11 of 11
SERVICES SELECTED:

By signing below, Client selects the Services indicated above and certifies that Client has received, read and agree to the terms and conditions of the Service Documentation for the selected Services:

X
* Provide second signature if required by Account
Resolutions or other authorizing documents accepted by
Bank.

X
Name:

Title:

Name:

Title:

Account Validation Service Foreign Exchange Service
ACH Fraud Control Service Liquidity Portal Service
ACH Origination Service Loan Pay and Drawdown Service
ACH Third Party Servicer/Sender Lockbox Distributed Capture Service Autoconnect Service Multicurrency Deposit Account Service BMO Sync National Retail Lockbox Service
Check Debit Block Service National Wholesale Lockbox Service Check Imaging Service Online Banking for Business Service Cash Vault Service Online Billpay Consolidator Service
Comprehensive Payables/EDI Origination Service Online Billpay Service Comprehensive Payables Service (One or More Pay
Types)
Payments with Zelle Service
Comprehensive Receivables/EDI Collections Service Positive Pay Service Controlled Disbursement Service Real Time Payment Services Convenience Pay Service Regional Lockbox Service (Basic Wholesale, Wholesale, Hybrid and Retail Lockbox)
Corporate Image Cash Letter Service Remote Deposit Service Commercial Sweep to Loan Service Reverse Positive Pay Service Commercial Sweep to Loan and Mutual Fund
Service
Safekeeping Service
Commercial Sweep to Mutual Fund Service Sweep to Corporate Money Market Correspondent Image Cash Letter Service Tax Payment Service DirectBiller / DirectPay Manager Service V-PAYO Service File Transfer Facility Service Wire Transfer Service
BMO BANK N.A.

X
Its: Authorized Individual
Accepted on________________________, ______

Exhibit 1
0:

Commercial Account
Agreement
304

SERVICESDEPOSIT

PROCESSRETURNED ITEM

OF DEPOSITSAVAILABILITY

PAYPOSITIVE ACH SERVICES RECONCILIATION TRANSFER FILE INVESTMENTS OVERNIGHT ECR MERCHANT SERVICES E-PAYMENT RECOVERY DISASTER RESOLUTION DISPUTE EXHIBITS

09/2023 Ver 5.1 Page 1 of 19
Commercial Account Agreement
This Commercial Account Agreement (the “Agreement”) applies to each commercial deposit account established by you with BMO Bank N.A. or BMO Harris Central N.A. previously, at this time, or in the future, except for deposit accounts governed by the Deposit Account Agreement for Personal and Business Accounts. In this Agreement, the terms “you” and “your” refer to the owner(s) of an applicable commercial deposit account (the “Account”) and to authorized representatives as appropriate. The terms “us,” “we,” and “our” refer to BMO Bank N.A. or BMO Harris Central N.A., as applicable. This Agreement replaces any prior agreement between you and us regarding the Account. By signing a signature card, signing corporate account resolutions, or using the Account after the receipt of this Agreement, you accept and agree to all terms and conditions in this Agreement as may be modified by us from time to time. This Agreement incorporates the Funds Availability Policy attached hereto. The Account may be used for business purposes only and not for personal, family, or household purposes of any kind.

1. Authorization Forms
We require separate account authorization forms which designate the person or persons authorized to access the Account and conduct banking business with us and the limitations, if any, on their authority. We will honor such authorization according to its terms until we receive properly authorized written notice that the existing authorization is changed or terminated and we have a reasonable opportunity to act on such notice. We will not be responsible for any losses if you fail to timely and properly notify us of changes in authorization or authorized individuals. You must also promptly notify us in writing of any change in the name of your company or your address.

If you allow Items to be written and presented before we receive properly completed authorization forms, we may either refuse to pay the Items (even though there are funds in the Account) or elect to pay the Items, in which event you bear sole responsibility for such Items. Regardless of our election, we will not be liable to you with respect to such Items or our handling of the Items.

2. TIN
You must provide us with your Taxpayer Identification Number (“TIN”), certify its authenticity, and provide us with other requested identification information before the Account is opened. If we have not received your certified TIN and the other requested information, we may refuse to accept your initial deposit, pay interest on your balances, or permit withdrawals or transfers, and may close the Account. Any interest paid prior to receipt of your certified TIN is subject to back-up withholding under IRS regulations.

3. USA Patriot Act
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person or business entity which opens an Account.

When you open an Account with us, you must provide us with your name, principal and local (if different) address, date of establishment, employer identification number, and other information. You must also provide us with your organizational documents when requested. We may also seek identification information about individuals who will have authority over the Account, initially and in the future. You agree that we may seek information about you from third parties to confirm

09/2023 Ver 5.1 Page 2 of 19
your identity and for other Account related purposes. You represent and warrant to us that the information provided to us by you or on your behalf is true and correct. You understand that we will maintain a record of this information.

4. Separate Agreements
The provisions of this Agreement are in addition to, and not in place of, any separate service or other agreement between us and you covering your use of banking services for the Account. If there is a conflict between the provisions of this Agreement and a separate service or other agreement, the separate service or master agreement controls for that service.

5. Fees and Charges; Finance Charges
You agree to pay fees and other charges in connection with the Account as established by us from time to time. You also agree to pay us our costs and hourly fees for complying with subpoenas or other legal orders and your requests. You authorize us to debit or otherwise deduct the fees and other charges, and costs from the Account, even if it creates an overdraft. We may assess finance charges on any amount due us under this Agreement that is not paid by you within thirty (30) days of receipt of your statement or an invoice showing the amount due.

6. Deposits
Deposits made before the applicable cut-off time on a Business Day are considered made on the day of your deposit.

Deposits made after the applicable cut-off time or on a day which is not a Business Day, are considered made on the next Business Day. All transactions including deposits (even those for which we have provided a receipt) are subject to final verification by us. The amount we credit you for a deposit, regardless of our Funds Availability Policy, is provisional and subject to verification and reversal or adjustment at any time without notice to you if we determine it to be incorrect for any reason. You agree that we may make adjustments to the Account to reflect the correction of errors at any time.

We reserve the right to (i) refuse to accept deposits or specific Items for deposit; (ii) establish or modify a minimum or maximum balance that may be maintained in the Account; and (iii) limit the number of deposits and Items deposited. We will not be liable to you even if such action causes Items to be dishonored and returned.

We will rely on the account number in a deposit record even if it identifies a party different from the entity named in the record. We are not obligated to identify any inconsistency in identification.

We may from time to time make available night deposit boxes at one or more of our branch locations. Deposits made at a night deposit box will be retrieved and verified by us once at the beginning of each Business Day. Therefore, if you use a night deposit box during the day, the deposit will not be considered received by us until the next Business Day when we retrieve it and process it. You agree that risk of loss of any deposit to a night deposit box does not pass to us until after we have retrieved it and processed it. Our records as to the amount of any deposit to a night deposit box shall be final and binding, and shall be conclusive evidence of the amount of the deposit. The risk of any loss or shortage is expressly assumed by you.

7. Returned or Fraudulent Items
We have the right to charge the Account for the amount of any deposited Item that is returned to us for any reason unpaid, or paid and later returned, or is the subject of a breach of warranty claim, or we have reason to suspect is fraudulent, counterfeit, or invalid for any reason (and reverse or recover any associated interest or earnings credit), even if you have withdrawn any of the funds or an overdraft in the Account is created or increased. This right to charge the Account is not affected by expiration of any applicable midnight deadline. We may also impose a service charge. We may, in our discretion present an unpaid Item for payment again without notice to you. You agree to immediately repay any overdraft

09/2023 Ver 5.1 Page 3 of 19
caused by any such charge to the Account.

8. Acts and Omissions of Other Banks
If you cash or deposit an Item with us, we act as your collecting agent to collect the Item. We will use reasonable care in selecting collection banks, but we are not responsible for errors they make including loss of Items in transit. You have the risk of loss for Items lost, mishandled or destroyed in the collection process. We may charge back or debit the Account (or any other account of yours with us) for, or otherwise obtain a refund of, the amount of any credit we gave you for the deposited Item, if the Item is lost, or destroyed or returned unpaid. You agree to assist us in collecting lost, destroyed or returned Items. You also understand that we are not responsible for the insolvency or neglect, or any action or failure to act, of any other bank or intermediary in the collection process.

9. Foreign Currencies
Except as provided in any multi-currency agreement or arrangement between us, we may accept deposits in the Account of Items payable in foreign currencies which are convertible to U.S. dollars. We will credit the Account when we receive proceeds in U.S. dollars, and you will bear exchange rate exposure until that time. We will convert foreign currencies to U.S. dollars in accordance with our customary practices. You agree that an Item drawn on a financial institution in a foreign country may be accepted on a collection basis even after we have taken physical possession of such Item, in which case the Funds Availability Policy does not apply to such Items. The actual credit for Items payable in foreign currency will be at the exchange rate in effect at the time of final collection in U.S. dollars and will be net of any fees payable in connection with the currency conversion.

10. Warranties; Remotely Created Checks
For each Item you deposit with us, or which we cash for you or otherwise give consideration, you make the following warranties to us in addition to any other warranties under applicable law: all necessary signatures and endorsements have been placed on the Item and are authorized and genuine, the Item has not been materially altered, you have good title to the Item, and no defense of any party to the Item is good against you. If any such warranty is breached, we may deduct the amount of the Item from the Account or otherwise collect from you this amount plus our related fees and expenses.

You agree not to deposit a remotely created check (i.e. a check that is not created by the paying bank and that does not bear a signature applied, or purported to be applied, by the person on whose account the check is drawn) into the Account.

We reserve the right to reject remotely created checks from any deposit and reduce the amount of the deposit accordingly or post debit adjustments for the value of any remotely created checks. If you nevertheless deposit a remotely created check and we accept such remotely created check for deposit, you warrant and guarantee that the person on whose account the remotely created check is drawn authorized the issuance of the check in the amount stated on the check and to the payee stated on the check. If any such warranty is breached, we may deduct the amount of the Item from the Account or otherwise collect from you this amount plus our related fees and expenses. You agree to maintain, at our request, a balance in a non-interest bearing account with us in the amount we determine based on a percentage of the amount of remotely created checks you deposit and the return history of such deposits. You further agree to maintain such balance in such account for a period of at least ninety (90) days after the date of the last remotely created check deposited prior to closure of the Account to pay us for any amounts due hereunder.

09/2023 Ver 5.1 Page 4 of 19

11. Funds Availability Policy
Funds from your deposits will be available for withdrawal as provided in our Funds Availability Policy which is a part of, and included with, this Agreement. The Funds Availability Policy may change from time to time without prior notice to you.

12. Check Endorsement Requirements
Our Funds Availability Policy also describes our check endorsement requirements. You agree to abide by our endorsement requirements and agree that we have no responsibility for your failure to comply with our endorsement requirements. You agree to indemnify us for and defend and hold us harmless from and against any and all actions, losses, damages, claims, demands, liabilities, costs, or expenses, including court costs and reasonable attorneys’ fees and expenses (collectively, “Claims”), we may suffer as a direct or indirect result of your failure to comply with our endorsement requirements. You understand that we may refuse to accept Items not properly endorsed by you. We may, however, supply a missing endorsement on an Item we accept for deposit or cash.

13. Funds Transfers
The following terms and conditions are in addition to and do not replace any other agreements that we have with you governing electronic transfers.
(a) System Rules. Except to the extent conflicting with this Agreement (in which event this Agreement will control to the extent legally permitted), funds transfers (payment orders and ACH entries) to or from the Account are subject to the rules then in effect for the funds transfer system through which the transfers are made, including, for ACH transactions, the rules of NACHA – The Electronic Payments Association®, and for transfers through the funds transfer system of the Federal Reserve Banks, the applicable laws and regulations of the Board of Governors of the Federal Reserve System and related operating circulars. (b) Credits. Unless we have otherwise agreed in writing, the periodic statements we provide will notify you of funds transfer payments and credits received by us for credit to the Account. All credits to the Account for funds transfers that we receive are provisional until we receive final settlement for the funds except where otherwise required by applicable law or rule. If we do not receive final settlement, you agree that we are entitled to a refund (through reversal debit or otherwise) of the amount credited to the Account for that transfer, together with any associated interest or credit. We have the right to charge the Account for the amount of any funds transfer credit that we have reason to suspect is fraudulent, erroneous, or invalid for any other reason (and reverse or recover any associated interest or earnings credit), even if you have withdrawn any of the funds or an overdraft in the Account is created or increased. You agree to immediately repay any overdraft caused by any such charge to the Account. (c) Transfers. You are responsible for the contents of each funds transfer instruction and entry sent to us by you or on your behalf. In the absence of specific written instruction, we will choose the funds transfer system and intermediary banks, as necessary to complete your funds transfer. You acknowledge and agree that we and any bank or intermediary are entitled to rely on the account number and bank identification number which appear on any payment order issued by you or on your behalf, without any obligation to look at the name of the receiving customer or bank which may also appear on the payment order. (d) ACH. You authorize us to debit or credit the Account for ACH entries to or from the Account. ACH entries must be transmitted to us in accordance with the applicable rules and our policies and procedures. You are responsible for all entries authorized by you and entries transmitted to, and accepted by, us in accordance with the ACH procedures, including the security procedures.

09/2023 Ver 5.1 Page 5 of 19

14. Dates and Instructions
You agree not to issue or present incomplete, post-dated or conditional Items. You agree that we may, without inquiry or liability, accept or pay an Item drawn on the Account even though (a) it is received prior to the date of the Item or contrary to special instructions identified on the Item (whether or not we are aware of such date or special instructions), or (b) the Item is undated or the date on the Item is more than six months old. If you do not want us to honor an Item, you must give us a stop payment order.

15. Payment of Items
The order in which you make withdrawals from the Account will not necessarily be the same as the order in which we post these transactions to the Account, and this posting order may affect whether you incur service fees and costs associated with overdrafts, as set forth in Section 17 below. You have no right to tell us the order to use when posting Items or other transactions to the Account.

The Account may be debited on the day an Item is presented by any means, including, for example, electronically, or at an earlier time based on notification we receive that an Item drawn on the Account has been presented for payment or collection.

At the end of each Business Day, we will process and post transactions to the Account in the following order, by category and within each category:
(a) Credits - Any deposits and other credits we receive, prior to the identified cutoff times, will be posted to the Account Credits for interest will be handled in accordance with category (e) below. (b) Certain Other Debits - Outgoing wires, most internal transfers to other Accounts with us, transfers to other accounts initiated through our Online Banking for Business service, cash withdrawals, and checks which were cashed by us, will be processed based on the amount of the transaction, from lowest to highest. (c) ACH transactions – All ACH transactions will be processed based on the amount of the transaction from lowest to highest. If you use a check which is electronically converted by the payee, it will be processed as an ACH transaction.
(d) Checks – All check transactions will be processed based on the number of the check, from lowest to highest, regardless of the date on which the check was originally written or the amount of the check. This includes checks created through a bill payment service, which may have a number that is not in sequence with other checks you write from your checkbook. If a check number is not available, all numbered checks will be processed first, any remaining checks will be processed based on the amount of the check, from lowest to highest. (e) Bank generated transactions – such as fees that are owed to us and interest credits will generally be processed as they occur.

The description of the Items above is intended to be representative of the most common types of transactions within each category. Other Items may be debited from the Account even though not specifically listed above.

We may, as a condition of withdrawal, require you to provide identification or information acceptable to us.

09/2023 Ver 5.1 Page 6 of 19

16. Checks Presented Over the Counter
If a check you have written is presented to us “over-the-counter” by someone who is not our customer, we may require proper identification and may charge a fee. We may dishonor the check if the person refuses to pay the required fee or provide proper identification.

17. Overdrafts/Insufficient Funds
You agree to limit all withdrawals and transfers from the Account to the amount of the Available Balance in the Account at the time the withdrawal or transfer is made or initiated. We may, at our option and without notice to you, pay or refuse to pay Items, and may accept or reject payment orders if there is or would be an insufficient Available Balance in the Account without regard to whether we may have previously honored Items or accepted payment orders in similar circumstances. If we honor an Item or accept the payment order and create an overdraft, you agree to be liable for, and immediately repay any Account deficit resulting from, charges or overdrafts to the Account, however arising, together with our service fee and the costs we incur to collect the deficit, including, to the extent not prohibited by law, our reasonable attorneys’ fees. We may also place a hold for the amount of the overdraft on the Account. We may, without notice to you, refuse to pay Items, honor payment orders or permit withdrawals against uncollected funds.

18. Check and Form Specifications
All checks, withdrawal forms, deposit slips, and other forms used in connection with the Account must be on forms obtained from us or approved by us. You agree that we may refuse to accept for deposit or process any forms presented in a form that cannot be processed on equipment used in our normal business operations.

19. Signature Requirements; Forgeries and Alterations
You understand that we process Items using high speed automated equipment based on information encoded on such Items, and we are not required to examine each Item drawn against the Account for dates, signatures, legends, or indorsements. You agree that we will have no liability to you for failing to detect a forged or missing signature on, or an alteration of, an Item provided that we exercise ordinary care in the processing of such Item, and you agree that our use of electronic processing and automated payment of Items without manual verification of signature, or other examination, is a procedure that does not vary unreasonably from general banking usage and constitutes ordinary care by us in processing Items. We may collect your signature in connection with the opening or maintenance of the Account, but this does not create any responsibility on our part to verify signatures on Items and other charges to the Account.

We will have no responsibility for reviewing the number or combination of signatures on an Item drawn against the Account. Even if you have indicated that more than one signature is required in connection with an Item drawn on the Account, whether on the Item itself or otherwise, or there are two or more lines on an Item for signature, these are solely for your internal control purposes and are not binding on us, and you authorize us to honor or pay an Item or transaction through the Account contrary to the signature requirements you have specified.

20. Facsimile or Mechanical Signatures/Automatic Check Writing Device You agree that if you use a facsimile or other mechanical signature (including a stamp) to sign or indorse Items, or if you use a computer or other device to create and/or sign or indorse Items you have the sole responsibility for securing such device and the entire risk of unauthorized use, and we may conclusively rely on that signature as your authorized signature without regard to when, by whom, or by what means such signature may have been made or affixed to an Item. If you use a facsimile or other mechanical signature (including a stamp) to sign or indorse Items, or if you use a computer or other device to create and/or sign or indorse Items, we may also conclusively treat as authorized any signature that

09/2023 Ver 5.1 Page 7 of 19
reasonably resembles your facsimile or mechanical signature whether such indorsement was affixed by you or by someone having no authority to supply your indorsement.

21. Protection Against Unauthorized Items, etc.

You acknowledge that the Account is susceptible to losses from unauthorized, altered, or counterfeit Items and other types of fraud. We offer a variety of products and services, such as “positive pay” and account blocks and filters, designed to detect and deter fraud. If you decline to use or fail to implement any of these products and services, or you fail to follow the procedures necessary for proper use of these products or services, or you fail to follow other precautions reasonable for your particular circumstances, you understand that there is a substantially greater risk of loss from fraud, and you agree that (a) you will be treated as having assumed the risk of those losses, (b) you will be precluded from asserting any claims against us for paying any unauthorized, altered, counterfeit or other fraudulent Item that such product, service, or precaution was designed to detect or deter, and (c) we will not be required to re-credit the Account or otherwise have any liability for paying such Items.

22. Internal Controls
You acknowledge that you share responsibility for preventing the fraudulent or unauthorized use of the Account. You agree to institute and maintain reasonable and effective procedures to ensure the security of your checks and check stock, access to the Account, and your internal procedures.

23. Lost Checks or Devices
You agree to notify us promptly, both orally and in writing, at the telephone number and address listed on your statement, of any suspected loss, theft, or unauthorized use of your checks or any card, code, or device permitting access to, or evidencing the Account. Until we have a reasonable opportunity to act on such notice, we may maintain debits and honor transactions effected on the Account (except as otherwise provided by law) through the use of any such checks, card, code or device. We may close the Account, permit withdrawals by you, or issue new evidence of an Account on such conditions as we may require.

24. Stop Payment Orders
You may instruct us to stop payment on a check that has not been paid. We will not have a duty to stop payment until you have given us all of the information that we require, including the proper Account name, Account number, check number and date, the payee and the amount of the check, and we have had a reasonable opportunity to take action prior to us paying, accepting, cashing, certifying or otherwise acting with respect to, or becoming obligated on, the check. We reserve the right to require additional information. All of the required information must be correct for the stop order to be effective. A written order is effective for twelve months unless we agree in writing to a different period. A stop payment order may be renewed for additional periods as permitted by our procedures and policies then in effect (subject to an overall maximum of six years) by submitting a written request with the required information prior to expiration of the then-effective stop payment order. An oral order is effective for no more than 14 days, unless confirmed by you in writing within that period. We may pay a check after the stop payment order expires or if required by law. Stop payment orders received after regular banking hours (or a later time as specified by us for a particular service) or on a day which is not a Business Day are deemed received at the opening of business on the next Business Day. If you have preauthorized us to make payments out of an Account, stop payment orders must be received by us at least three Business Days before the payment is scheduled to be made. You may not issue stop payment orders for cashiers checks, certified checks, or other bank obligations. By placing a stop payment order, you agree to indemnify us for and defend and hold us harmless from and against any and all Claims incurred by us due to our refusal to pay the Item. You also agree to pay our fees for stop payment orders.

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25. Interest
Except with respect to CDs as described in Section 35 or as otherwise agreed to by us in writing, interest-bearing accounts will bear interest at annual rates that we may establish and change from time to time in our discretion and that are calculated and compounded by such methods as we may establish and change from time to time in our discretion. The interest rate may be dependent upon the balance in the Account. Unless governing law or regulations specify otherwise, we reserve the right to pay interest only on Available Balances, not to pay interest on an Account open for less than 90 days or an inactive Account, and not to pay interest accrued but not credited at the time an Account closes. We will not pay interest on an Account that does not meet eligibility requirements established by law.

26. Checking Subaccounts
For various accounting purposes, the Account (and, for eligible customers, your NOW account) may consist of two sub-accounts: a transaction sub account and a money market sub-account. The account will still be treated as a single account for most other purposes including determining any fees, charges, earnings credits, interest calculations and Available Balances and for information reporting and statement purposes. All deposits or credits to the account will be credited to your transaction sub-account, and all of your checks, transfers, withdrawals and other debits (collectively, “Debits”) will be deducted from your transaction sub-account. Balances above a threshold level set by us are periodically transferred into your money market sub-account. As funds in your money market sub-account are needed to pay Debits and maintain the threshold balance, they are transferred back to your transaction sub-account. Transfers to your transaction sub-account will be made up to the maximum number of times per period permitted for MMDAs hereunder.

The last permitted transfer will include the transfer of the entire balance of your money market sub-account into your transaction sub-account. We set the threshold balance and may change it at any time in our discretion. Generally, we will allow withdrawals from your money market sub-account at any time without prior notice from you. However, in accordance with Federal Regulation D, we reserve the right to require at least seven (7) calendar days’ prior notice that a withdrawal is going to be made.

27. Statements and Notices; Responsibility
(a) General. At your election, we will either provide to you electronically through our Online Banking for Business service (the “Website”) or by mail at your current address in our files periodic statements (“Statements”), notices and other information regarding the Account (“Regulatory Disclosures”). In either case, we may assess charges for such service, as determined by us from time to time. You acknowledge that you are in the best position to discover the payment of an Item charged to the Account which is unauthorized (e.g., because of a forgery, alteration, or unauthorized or missing signature) or altered, as well as erroneous charges, debits, or other entries to the Account (collectively, “errors”). You agree to promptly examine each statement, record, notice, canceled check and other Items provided or made available to you (whether originals, images, copies or in other formats) and to promptly notify us of any error or problem. You must notify us of a forged or unauthorized signature, alteration, any other error or account problem, including an erroneous statement entry, unauthorized or missing indorsement, discrepancy or improper charge or entry, within a reasonable time under the circumstances (not to exceed 14 days) after we send or otherwise make available to you your statement, your checks (whether originals, images, copies or in other formats), or information identifying the transactions or indicating the error or problem. Such notifications are to be made by calling us or writing to us at the telephone number or address listed on your statement. If you fail to notify us promptly within the timeframes described above, we will not be obligated to re-credit or refund the amount of the error or account problem and you will be precluded from asserting the error or account problem against us. If you make a claim for an error or problem, you agree to cooperate with us as we may request (including providing an appropriate affidavit) in the investigation of the situation and any effort by us to recover funds on your or our behalf.

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(b) Consent to Electronic Statements. If you elect to receive Statements and Regulatory Disclosures electronically through the Website pursuant to Section 27(a) above, you hereby consent to the receipt of such Statements and Regulatory Disclosures electronically in lieu of paper Statements; provided, however, we may provide paper Statements at any time.
(c) Unencrypted Email Communication. You recognize that unencrypted messages, including email, are not secure. If you choose to communicate with us by email, you acknowledge that we may rely on the contents of the email as having been authorized by you, if we accept and act on it in good faith. You agree that we may reply to you in an email with the requested information. You assume the entire risk for unencrypted electronic communications.

28. Indemnity and Limitations

IN NO EVENT UNDER ANY THEORY SHALL WE OR ANY OF OUR AFFILIATES, OR ANY OF OUR RESPECTIVE DIRECTORS, OFFICERS,

EMPLOYEES, AGENTS, OR SERVICE PROVIDERS, HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR COMPANY FOR ANY

CLAIM OR DAMAGE OF ANY KIND (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF, OR RELATING TO, OUR

PROVIDING THE ACCOUNT OR ANY SERVICES RELATED TO THE ACCOUNT, EXCEPT TO THE EXTENT THAT SUCH CLAIMS OR DAMAGES ARE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH SECTION 46 OR A COURT OF COMPETENT

JURISDICTION BY A FINAL AND NON-APPEALABLE JUDGMENT TO HAVE RESULTED FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED THAT IN NO EVENT SHALL WE OR ANY OF OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR

AGENTS HAVE ANY LIABILITY TO YOU OR ANY PERSON OR COMPANY FOR INDIRECT LOSSES, SPECIAL, CONSEQUENTIAL,

INCIDENTAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOST BUSINESS, PROFITS OR REVENUE, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF WE ARE AWARE OF THE POSSIBILITY OF, OR COULD REASONABLY FORESEE, SUCH DAMAGES.

To the extent that provisions of applicable law prohibit an agreement to disclaim a bank’s responsibility for its failure to exercise ordinary care, our responsibility to you under this Agreement is limited to the exercise of ordinary care in providing the Account and any services related to the Account. Our ordinary care is to be evaluated based on reasonable commercial banking standards prevailing in our industry and location for similarly situated commercial banks.

You agree to indemnify us and our affiliates and each of our respective directors, officers, employees, agents, and service providers (the “Indemnified Parties”) from, and defend and hold harmless each of the Indemnified Parties from and against, any and all Claims directly or indirectly arising out of or relating to our providing the Account or services related to the Account (including, without limitation, any and all Claims in connection with complying with or responding to subpoenas, summonses, search warrants, or requests or demands from government agencies), except to the extent that such Claims are determined by binding arbitration in accordance with Section 46 or a court of competent jurisdiction by a final and non-appealable judgment to have resulted from our gross negligence or willful misconduct.

29. Transfer and Assignment Restrictions
You are prohibited from transferring or assigning your rights to, or granting a security interest in, the Account without our prior written consent. You agree to indemnify us for and defend and hold us harmless from and against all claims, losses, liabilities and expenses incurred by us if you transfer, assign or grant a security interest in the Account (whether or not we consented to such security interest). Any assignment or pledge of the Account is subject to our prior security interest and right of set-off.

30. Privacy and Disclosure of Information
We protect the confidentiality of your financial information. We do not disclose information about the Account or transactions in the Account except as follows: (a) to third parties where it is necessary for completing transfers or tracing transactions, or resolving errors or claims; (b) to credit bureaus or to verify or disclose the existence, amount, or condition

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of the Account for third parties, such as merchants, or other financial institutions; (c) pursuant to court orders and other legal process; (d) in connection with examinations by banking authorities or to comply with subpoenas, summonses, search warrants, or requests from government agencies; (e) to companies affiliated with us; (f) to companies who provide services to us, such as check printers and data processors; (g) in connection with any litigation involving, or the enforcement of our rights and remedies under or in connection with, this Agreement or any other agreement between us; (h) whenever required by law, regulation, or rules, including, where applicable, the rules of NACHA – The Electronic Payments Association® or other funds transfer systems used in connection with a funds transfer; (i) as permitted under any other agreement between you and us; and (j) with your consent.

31. No Internet Gambling Transactions
We are subject to the Unlawful Internet Gambling Enforcement Act (the “UIGEA”). You represent and warrant and agree that you are not engaged in the business of betting or wagering (as such terms are defined in the UIGEA). You acknowledge and agree that this Account will be subject to closure in the event that you, at any time, engage in the business of betting or wagering.

32. Termination
We reserve the right to close the Account, with or without cause, at any time. You may, at any time, close the Account after we have received written notice and have had a reasonable opportunity to act on it. The existence of a zero balance in the Account does not itself terminate the Account. Our rights under this Agreement will survive the closing or termination of the Account.

33. Pre-Authorized Debits for Loan Payments
Unless other arrangements for loan payments have been agreed upon in writing, you authorize us to charge to the Account any unpaid amounts or other extensions of credit which may be outstanding at any time. We will attempt to give you notice prior to debiting the Account, but we are not obligated to do so.

34. Provisions for our Corporate Money Market Deposit Account (“MMDA”) (a) Interest Earnings. The daily Collected Balance in the MMDA will earn interest as described in Section 25. However, no interest will accrue for any day on which the daily Collected Balance falls below our minimum balance requirement for this type of account. If the average daily Collected Balance for a statement month falls below the minimum, no interest will accrue for that month. “Collected Balance” means the total of currency deposits made to the MMDA plus the total amount of checks and other Items deposited which have become available to you according to our Funds Availability Policy, plus all interest credited to the Account minus all withdrawals and other debits charged to the MMDA. This balance is calculated daily and is applied to the posted interest rate for that day.

Accrued daily interest earnings will be credited to the MMDA on the last day of the month. (b) Deposits. After opening the MMDA with the minimum initial deposit, you can make additional deposits at any time.

Generally, your additional deposit may be in any amount, but we reserve the right to refuse or limit the amount of additional deposits to the MMDA.
(c) Withdrawals. We may, at our option, limit you to no more than a combined total of six (6) transfers and withdrawals from an MMDA per month, or monthly statement period or cycle, to another account of yours with us or to a third party, by means of a preauthorized or automatic transfer, telephonic, facsimile, or computer generated order or instruction, or check, draft, debit card, or other similar order made payable to a third party. The following transfers would not be subject to, or included in, such six (6) transfer or withdrawal limitation: (i) transfers from an

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MMDA to repay loans originated or serviced by us and associated expenses, (ii) transfers from an MMDA to another Account, and (iii) withdrawals from an MMDA, in each case when such transfers or withdrawals are made by mail, messenger, ATM, or in person or when such withdrawals are made by telephone via a check mailed to you.

We may, at our option, decline any withdrawal or transfer that exceeds these limits or we may charge a fee for any withdrawal that exceeds these limits. If you exceed these withdrawal limitations, we reserve the right to change the MMDA to another type of deposit account that pays a lower rate of interest or no interest, but has more flexible withdrawal capabilities, or we may close the Account. (d) Notice of Withdrawal. Generally, we will allow withdrawals from the MMDA at any time without prior notice.

However, in accordance with Federal Regulation D, we reserve the right to require at least seven (7) calendar days’ prior written notice that a withdrawal is going to be made. (e) Closing. Either you or we may close the MMDA at any time. The MMDA may continue to earn interest upon closing.

Any accrued interest may be credited to the Account.

35. Certificate of Deposit (Time Deposit) Accounts
This section applies to certificate of deposit (time deposit) Accounts (“CDs”). If there are any conflicts between the provisions of this section and any other provisions of this Agreement insofar as they relate to CDs, the provisions of this section shall control. We will provide you with a Certificate of Deposit Account Disclosure describing certain specific terms and conditions of each CD, such as the maturity date, interest rate, interest payment terms, interest computation method, renewal provisions, and early withdrawal terms, including any applicable early withdrawal fees. Unless otherwise provided in the Certificate of Deposit Account Disclosure, the rate of interest paid, interest computation method, renewal provisions, and early withdrawal terms of the CD will not change during its term. CDs are not eligible for check transactions or funds transfer and other treasury management services. Periodic statements will not be provided for CDs.

36. Security Interest; Set-off
(a) Security Interest. You grant us and each of our Affiliates a first priority security interest in all Accounts owned by you, now or in the future, with us or any of our Affiliates, to secure payment of any or all obligations (including for service fees and charges) you may have to us or any of our Affiliates, whether direct or indirect, absolute or contingent, due or to become due, whether now existing or hereafter arising, and whether several, joint or joint and several, regardless of whether another party is also liable for such obligations or such obligations relate to the Account, a credit agreement, or other circumstances. For purposes of this Agreement, “Affiliate” means any corporation, limited liability company, or other legal entity that controls, is controlled by, or is under common control with another legal entity.
(b) Set Off. In addition to our rights under this Agreement or otherwise, we and each of our Affiliates may exercise the right of set-off against any or all of your Accounts and deposits except as prohibited by applicable law. If you have any obligation to us or any of our Affiliates, under this Agreement or otherwise, whether or not then due, we can use the funds or balances from any Account you have with us or any of our Affiliates to pay or satisfy the obligation or may set off against any amount we owe you in order to obtain payment of such obligation. Except as may be restricted by applicable law, this right may be exercised at any time and without prior notice, regardless of whether it creates an overdraft or results in subsequent dishonor of checks or request to transfer funds. If the law imposes conditions or limits on our ability to take or setoff funds in your Accounts, to the extent that you may do so by contract, you waive those conditions and limits and you authorize us to apply funds in any or all of your Accounts to obligations you owe us or our Affiliates.

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(c) Claims on the Account. You also grant us the right to terminate or place a hold on, and dishonor all Items drawn on the Account that you have assigned or in which you have granted a security interest to any third party (whether or not we consented to such security interest). Upon receipt of oral or written notice from any party of a claim regarding the Account, we may place a hold on the Account. You agree to indemnify us for and defend and hold us harmless from and against our failure or refusal to honor any Item drawn on a pledged or encumbered Account or any other withdrawal instruction.

37. Legal Process
We may comply with any writ of attachment, adverse claim, execution, judgment, garnishment, tax levy, citation to discover assets, turnover or restraining order, subpoena, warrant or other legal process, however served or made which we believe to be valid. Any such legal process is subject to our security interest and rights of set-off. We may, in our sole discretion, respond to legal process by placing a hold on funds in the Account subject to such legal process, close the Account, or interplead the funds. You agree to pay us all of our fees and expenses, including reasonable attorneys’ fees in responding to any such legal process, which fees and expenses may be charged against the Account even if an overdraft is created. We may also create a hold on the Account in anticipation of such fees and expenses. We will have no liability for complying with such legal process, or if there are insufficient funds available in or another restriction on the Account because of actions we take in response to such legal process. We may also place a hold on the Account and conduct an investigation if we suspect there to be fraud or illegal activity associated with the Account.

38. Accounts That May Be Eligible for Pass-Through Deposit Insurance This section applies as of the compliance date of the FDIC’s Rules and Regulations for Recordkeeping for Timely Deposit Insurance Information, 21 CFR Part 370. If you have opened an Account on behalf of the beneficial owner(s) of the funds in the Account (for example as an agent, nominee, guardian, executor, custodian or in some other capacity for the benefit of others), the Account may be eligible for “pass-through” deposit insurance from the FDIC. This means the Account could qualify for more than the standard maximum deposit insurance amount. For such Accounts, in order for us to comply with §370.5(a) of the FDIC’s Rules and Regulations, if the Account has transactional features (such as check writing capability and/or the use of Debit Cards) as defined in § 370.2(j) of the FDIC’s Rules and Regulations, you must agree to provide a record of the interests of the beneficial owner(s) in accordance with the FDIC’s requirements as specified below. Following these procedures may minimize the delay that these beneficial owner(s) may face when accessing their FDIC-insured funds in the event of a bank failure. Section 370 of the FDIC’s Rules and Regulations can be accessed on the FDIC’s website at https://www.fdic.gov/regulations/laws/rules/2000-9200.html.

The FDIC has published a guide that describes the process to follow and the information you will need to provide in the event the bank fails. In addition, the FDIC has published an addendum as section VIII of the guide (the “Addendum”), which is a good resource to understand the FDIC’s alternative recordkeeping requirements for pass-through deposit insurance. The Addendum sets forth the FDIC’s expectations for demonstrating eligibility for pass-through deposit insurance coverage for deposit accounts, including those with transactional features. The Addendum also describes the records you should keep on the beneficial owner(s) of the funds and the format in which to provide the records to the FDIC in the event the bank fails.

The Addendum can be accessed on the FDIC’s website at https://www.fdic.gov/deposit/deposits/brokers/part-370- appendix.html.

You agree to cooperate fully with us and the FDIC in connection with determining the insured status of funds in the Account at any time. In the event the bank fails and the FDIC is appointed as its receiver, you agree to provide the FDIC with the information described above in the required format within 24 hours of bank failure for all Accounts with transactional features and any other Accounts to which you need rapid access. As soon as the FDIC is appointed, a hold or freeze may be placed on the Account so that the FDIC can conduct the deposit insurance determination. That hold or freeze will not be released until the FDIC obtains the information required to enable the FDIC to calculate the deposit insurance. You

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understand and agree that your failure to provide the required information to the FDIC may result in a delay in receipt of insured funds by the beneficial owner(s) and legal claims against you from the beneficial owner(s). This Agreement survives after the FDIC is appointed as our receiver, and as a result, the FDIC shall be entitled to enforce the terms of this section.

39. Governing Law
This Agreement, the Account, and transactions in the Account are subject to the laws and regulations of the United States and of the State of Illinois (including the Illinois Uniform Commercial Code, as in effect from time to time), and applicable rules and regulations. To the extent any such laws, rules or regulations may be modified or supplemented by agreement of the parties and the provisions of this Agreement or any other agreement or document applicable to the Account or transactions have done so, you and we agree to such modifications and supplements. To the extent any term or condition in this Agreement is inconsistent with such laws, rules or regulations it will be deemed modified and applied in a manner consistent with such laws, rules or regulations.

40. Certain Instructions
If you ask us to follow instructions which we believe expose us to potential liability or claims, we may refuse to follow your instructions, or we may require a surety bond or other protections satisfactory to us, such as your indemnity, before we follow the instructions.

41. Inactive Accounts
If an Account has had no withdrawal or deposit activity, and we have had no contact from you regarding the Account for eighteen (18) months, we may consider the Account inactive and stop sending Account statements. Service fees and other terms applicable to active accounts will apply to the Account while it is inactive except where prohibited by law. An inactive Account may be subject to additional fees. You understand that under state abandoned property laws, we must turn over to the state the Account if it has been inactive for a specified period of time as prescribed by applicable law.

42. Relationship
The relationship created by any deposit is that of debtor and creditor and otherwise the relationship between us is that of independent contractor. No fiduciary or other special relationship exists except as required by law.

43. Recording
You authorize us to monitor, record, and retain telephone calls, electronic messages and other data transmissions at any time without notice for any reason including to provide a record of instructions with respect to the Account, but we are not obligated to do so.

44. Miscellaneous
If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions of this Agreement will not be affected or impaired as a result. We may waive any provision of this Agreement, but the waiver will apply only to that provision and on that occasion. In no event is any waiver or series of waivers to be construed as creating or requiring a waiver of any provision in the future.

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45. Facsimilies and Email
We may, in our discretion, accept facsimiles of Account documentation and related matters as originals. Email communications from you, including instructions, are not binding on us and do not constitute notice to us as contemplated by this Agreement unless we otherwise expressly agree in writing.

46. Claims Subject to Arbitration
We and you agree to arbitrate all disputes or claims between you and us arising out of or relating in any way to the Account or this Agreement, any other agreement related to the Account, or any transactions arising hereunder or thereunder, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. This arbitration provision is intended to be broadly interpreted and to cover, without limitation, any claims that arose before the effective date of this Agreement or any prior agreement governing the Account (including, but not limited to, claims relating to advertising, promotions, or disclosures) and any claims that may arise after the termination of this Agreement.

This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. § 1 et. seq., governs the interpretation and enforcement of this provision. An American Arbitration Association (“AAA”) arbitrator will decide the substance of all Claims in accordance with all applicable law, including recognized principles of equity and statutes of limitations, and will honor all claims of privilege recognized by law.

Unless both you and we agree otherwise, each party must bring all related or similar Claims in a single arbitration proceeding. If you or we later initiate a subsequent arbitration asserting Claims that are related or similar to ones that were raised by such party in an earlier-filed arbitration, the AAA or the arbitrator will either: (i) consolidate the subsequent arbitration with the earlier proceeding if it is ongoing or (ii) dismiss the subsequent arbitration if it raises Claims that would be barred by applicable law if brought in court.
(a) Notice of Dispute and Arbitration Procedures. A party who intends to pursue a Claim must first send to the other a letter describing the Claim and containing the information described below (a “Notice of Dispute”). Any Notice of Dispute sent to us should be addressed to:

BMO Bank N.A.

Documentation Analysis and Control
320 South Canal Street 14W
Chicago, IL 60606
Any Notice of Dispute sent to you by us will be sent to the address in our records that is associated with the Account at the time the Notice of Dispute is sent. The Notice of Dispute must (a) describe the nature and basis of the Claim; (b) set forth the specific relief sought; (c) set forth the name and address of the claimant; and (d) include the Account numbers and/or the provision of the applicable agreement to which the Claim relates. If we and you do not reach an agreement to resolve the Claim described in the Notice of Dispute within forty-five (45) days after the Notice of Dispute is received, you or we may commence an arbitration proceeding with AAA. If you or we attempt to commence arbitration proceedings before providing the requisite Notice of Dispute, the other party may inform the AAA of this agreement and direct it to refrain from commencing administration of arbitration proceedings until the requisite time period for notice has passed. Neither you nor we will disclose to the arbitrator the existence, amount, or terms of any settlement offers made by either party until after the arbitrator issues a final award resolving the Claim.

The arbitration will be governed by the AAA’s Commercial Dispute Resolution Procedures, as amended from time to time (the “AAA Rules”) as modified by this Agreement, and will be administered by the AAA.

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The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, except that issues relating to the arbitrability of Claims or the scope, and enforceability of this arbitration provision, including the interpretation of the prohibition of class and representative actions and non-individualized relief, are for the court to decide. The right to a hearing will be determined by the AAA Rules. Any in-person arbitration hearing will take place in Chicago, Illinois. Regardless of the manner in which the arbitration is conducted, the arbitrator, upon the request of either party made prior to the closing of the hearing (or, if there is no oral hearing, prior to or along with submission of final documents to the AAA), will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award, if any, is based. Unless otherwise agreed by you and us, any award will be rendered by the arbitrator not later than fourteen (14) days from the date of the closing of the hearing or, if there is no oral hearing, from the date of the AAA’s transmittal of the final statements and proofs to the arbitrator in accordance with the AAA Rules.
(b) Prohibition of Class and Representative Actions and Non-Individualized Relief. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual Claim; any injunctive relief must be individualized in nature and cannot affect individuals other than the claimant. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN

YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, OR AS A PRIVATE ATTORNEY GENERAL OR ON BEHALF OF THE GENERAL PUBLIC. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If a court decides that any part of this arbitration provision (other than the prohibition of class or representative actions and/or consolidation) is invalid or unenforceable, the other parts of this arbitration provision will still apply. However, if a court decides that this paragraph’s prohibition of class or representative actions and/or consolidation is invalid or unenforceable, then the entirety of this arbitration provision will be null and void. (c) Access to Government Agencies. This arbitration provision does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf.
(d) Other Remedies. This arbitration provision and the exercise of any of the rights you and we have under this provision will not prohibit you or us from exercising any lawful rights either you or we have to use other remedies available to preserve, foreclose or obtain possession of real or personal property or exercise self-help remedies, including set-off rights as described in this Agreement.

47. Amendment
From time to time, we may amend, add to or change (an “amendment”) the provisions of this Agreement. Amendments will be communicated by notice given to you by mail or if permitted by law, electronic notice, and will be effective on the date indicated in the notice. If an effective date is not indicated, the effective date will be ten (10) Business Days from the date the notice was sent. If you do not wish to be bound by an amendment, you may close the Account before the effective date of the amendment. Your continued use of the Account after the effective date is deemed your agreement to the amendment. Any other amendment will be effective only if it is in writing and signed by our duly authorized officer.

A change in our interest rates, fees or service charges, funds availability or operating procedures does not constitute an amendment of this Agreement and we may effect such changes without prior notice to you.

48. Entire Agreement
This Agreement, including our Funds Availability Policy and information specifically referred to in this Agreement, and any separate service or master agreement in effect constitutes the entire agreement between us regarding the subject matter

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of this Agreement and supersedes any and all prior representations, warranties, understandings and proposals. There are no oral agreements between us. You acknowledge that you have not relied on any representation or warranty, express or implied, or other understanding or proposal not contained in this Agreement, the Funds Availability Policy or information specifically referred to in this Agreement, or any separate service or master agreement in effect. This Agreement is binding upon and for the benefit of the account owners, their permitted successors and assigns, and us and our successors and assigns. This Agreement also applies to each of your subsidiaries and affiliates which have an Account with us or have access to the Account as if it were a party to this Agreement. You represent and warrant to us that you have the authority to act for and bind such subsidiaries and affiliates to this Agreement, and agree to be responsible for any unpaid fees, charges or other obligations of such subsidiaries or affiliates. Otherwise, except as expressly provided in this Agreement, this Agreement is not for the benefit of any other person, and no other person will have any right against you or us in connection with this Agreement.

49. Cash Withdrawals
If you request to withdraw large amounts in cash, we may place reasonable restrictions on the time and place of your withdrawal based on our security and operational considerations.

50. Defined Terms
Available Balance — means the most current record we have about the balance in the Account that is available for withdrawal from the Account.

Business Day — means every day except Saturdays, Sundays or federal holidays.

Item — includes a check, draft, demand draft, preauthorized draft, or other order or instruction for the payment, transfer, or withdrawal of funds (including a withdrawal slip), and electronic transactions (including ACH, ATM and POS).

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Our general policy for Commercial Checking Accounts (including Commercial Checking, Commercial NOW and Commercial Money Market) is to make the funds from your wire transfers and electronic direct deposits available to you on the Business Day we receive the deposit. Funds from cash deposits will be made available to you on the day of deposit. Funds from check deposits will be made available to you according to the Availability Schedule assigned to your check deposits. The length of delay varies depending on the type and method of deposit, and is explained below. Once the funds are available, we will use the funds to pay checks you have written or you can withdraw the funds in cash.

Determining Availability
For purposes of this Funds Availability Policy, every day is a “Business Day” except Saturdays, Sundays and federal holidays. If you make a deposit before our cut-off time on a Business Day that we are open, we will consider that day to be the day of your deposit. The cut-off time for deposits made at a branch is the closing time of the branch where the deposit is made. Deposits made at a night drop location or night depository will be retrieved and verified by us once at the beginning of each Business Day. Therefore, if you use a night drop during the day, that deposit will not be considered received by us until the next Business Day when we retrieve it and process it. The cut-off time for deposits made in connection with certain banking services that we offer may vary; the earliest cut-off time is 4:00 p.m. Central Time (except with respect to certain vault services, for which cut-off times range between 1:00 p.m. ET and 5:00 p.m. PT). Please review the service agreements that govern these banking services to determine the applicable cut-off times. If you make a deposit after our cut-off time or on a day that we are not open, we will consider that the deposit was made on the next Business Day we are open.

Immediate Availability
Cash deposited at branches or through the mail before the cut-off times listed above will be available for immediate use on the day that we receive the deposit. Because we cannot process deposits made until we receive them, we strongly recommend that you do not send cash deposits through the mail. Cash deposited after the cut-off times will be available on the next Business Day after we receive the deposit.

Same Day Availability
Funds from the following types of deposits will generally be available on the Business Day we receive the deposit:
 Federal Reserve Bank wire transfers
 Preauthorized electronic credits
Next Day Availability
Funds from the following types of deposits will generally be available on the next Business Day after the day we receive the deposit:
 U.S. Treasury checks
 Checks drawn on and drafts payable through us.
 Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders  State and local government checks
 Checks drawn on banks located inside the United States of America Other Check Deposits
Subject to Section 9 of the Commercial Account Agreement, funds from all other checks will generally be available no later than the second Business Day after the day of your deposit. The first $225 of these deposits, however, will be available on the first Business Day after the day of your deposit.

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Cashing a Check Not Drawn On Us
If we cash a check that is drawn on another bank, we may withhold the availability of a corresponding amount of funds that are already in your checking account or another account you have with us (or one of our affiliates). Those funds will be available at the time funds from the check we cashed would have been available had you deposited it.

Longer Delays May Apply To Some Deposits
In some cases, we will not make all of the funds that you deposit by check available to you as described above. In these cases, funds will generally be available on the second Business Day after we receive your deposit; however, the first $225 of your deposit, will still be available on the first Business Day. If we are going to delay availability, we will notify you at the time you make your deposit. We will also tell you when the funds will be available. If your deposit is not made directly through one of our employees, or if we decide to take this action after you leave the premises, we will mail you the notice no later than the day after we receive your deposit. We will also tell you when the funds will be available. If your deposit is not made directly through one of our employees, or if we decide to take this action after you leave the premises, we will mail you the notice no later than the day after we receive your deposit.

If you will need the funds from a deposit immediately, you should ask us when the funds will be available.

In addition, funds you deposit by check may be delayed for a longer period under the following circumstances:
 If we believe a check deposited will not be paid
 If deposited checks total $5,525 or more on any one day  If you redeposit a check that has been returned unpaid  If you have overdrawn your account repeatedly in the last six months  If there is an emergency situation such as a failure of communications or computer equipment, or severe weather We will attempt to notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds will be available. Funds will generally be available no later than the seventh Business Day after the day of your deposit.

Additional Information Concerning Your Accounts
Endorsement Requirements
Payee endorsements are restricted by federal law to an area up to 1.5 inches from the trailing edge of a check. The trailing edge is defined as the left side of the check when looking at it from the front. The endorsement area reserved for the bank of first deposit is the area 3.0 inches from the leading edge of the check and 1.5 inches from the trailing edge of the check. The leading 3.0 inches is the area designated for endorsements of subsequent collecting banks. While checks may vary in size, the size of the areas designated for payee endorsement will always be as described above.

Legibility of Endorsements
Endorsements or other writing or markings on the reverse side of checks by issuers, payees, or endorsers should be limited to the space reserved for the payee’s endorsement as described above. Otherwise, the endorsement of the depository bank may be obscured, and this may delay the return of the check or the notice of nonpayment. You shall be liable for any loss or damages arising from this condition.

Sufficient Balances
While funds will be made available based on the preceding time frames, you remain responsible for ensuring that sufficient ledger balances and Available Balances are kept or deposited to cover all withdrawals and other charges against the Account. If a deposited check is returned unpaid, we retain the right to charge that item back to the Account even though the funds for that check were made available. You remain responsible to immediately repay any overdrafts.

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If you have any questions regarding this policy, or about the availability of any deposit you make, please contact the Client Response Center at 1-877-895-3278.

International Items
All international items should be directed to:

Overnight / Courier:

BMO Bank
Naperville Operations Center
Attn: Foreign Collections
1200 E. Warrenville Road
Naperville, IL 60593
Mailing Address:

BMO Bank
Naperville Operations Center
Attn: Foreign Collections
PO Box 5731
Carol Stream, IL 60197
Availability Schedules are subject to change without notice.

Exhibit 11:

Treasury Services / Product
Schedules and Addenda
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325

PROPOSAL FOR CITY OF LOS ALAMITOS
Exhibit 11: Treasury Services / Product Schedules and Addenda Treasury Services product schedules and addenda can be accessed as the links included below.

11.1. ACH Fraud Control Service Description

11.2 ACH Origination Service Description

11.3 ACH Third-Party Sender Service Description

11.4 Wire Transfer Service Description

11.5 Check Imaging Service Description

11.6 Positive Pay Service Description

11.7 Commercial Sweep-to-Loan and Mutual Fund Service Description

11.8 Remote Deposit Service Description

11.9 V-PAYO U.S. Service Description

11.10 Safekeeping Service Description

11.11 Comprehensive Payables Service Description

11.12 DirectBiller Manager Service Description

11.13 Tax Payment Service Description

11.14 API Service Description

Exhibit 1
2:

Authorized Signer and
Resolution Forms
326

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PAYPOSITIVE ACH SERVICES RECONCILIATION TRANSFER FILE INVESTMENTS OVERNIGHT ECR MERCHANT SERVICES E-PAYMENT RECOVERY DISASTER RESOLUTION DISPUTE EXHIBITS

Version 01.23.14 September 10, 2018 Page 1 of 1
BMO BANK N.A. Commercial Account Signature
Record and Designation of Check Signers
New Account Maintenance Changes This Signature Record will replace All Check Signers currently on file ACCOUNT NUMBER(S):

NAME AND TITLE (Use additional Signature Records for more signers) SIGNATURES (SIGN IN BLACK INK ONLY) Add Signer
Delete Signer
Manual
Facsimile
Name:

Title:

Add Signer
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Manual
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Name:

Title:

Add Signer
Delete Signer
Manual
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Name:

Title:

Add Signer
Delete Signer
Manual
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Name:

Title:

Add Signer
Delete Signer
Manual
Facsimile
Name:

Title:

Add Signer
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Manual
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Name:

Title:

Add Signer
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Name:

Title:

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Name:

Title:

The signatures shown above are genuine specimens of person(s) authorized to withdraw or order payment of any of the funds deposited in the Bank, and to otherwise bind or obligate the Corporation, in such amounts and on such terms as such Person(s) may see fit, by signing, ratifying, or countermanding checks, drafts, bills of exchange, undertakings or other instruments, orders or agreements for the payment of money bymanual and/orfacsimile signature.

Client (Business) Name:

Authorized By*: X Dated:

Secondary Authorization By**: Dated:
*This signature record requires authorization from an “Authorized Person” as listed in the Board Resolution, Certificate of Account Authorities or Certificate of Account Resolutions currently on file.
**Additional “Authorized Persons” may be required if indicated in the resolution.

Internal Use Only
Date Opened: Date Revised: Accepted By: Phone: Assigned To:

Exhibit 1
3:

Online Banking and
Treasury Services User
Agreements
328

SERVICESDEPOSIT

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OF DEPOSITSAVAILABILITY

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This Service Description is part of the Treasury Services Master Agreement (or Global Treasury Management Master Agreement
Bank and
conditions contained in the Master Agreement. Any references herein to the Master Agreement shall be deemed to include the terms of this Service Description, including any User Guide and set-up form. Any capitalized terms not defined herein shall have the same meaning as set forth in the Master Agreement.

1. Services.

In addition to other means of accessing our services, we offer you the ability to access a variety of our services and other features via the Internet through the BMO Online Banking for Business service (the ) on our Online Banking for Business Website. The services and other features currently available through the Service are summarized below and are described in more detail in the Online Banking for Business User Guide which is separately furnished. The Service provides direct access to these services via the Internet. Other services not described herein may also be made available through the Service. In order to utilize the Service for any of those services, you must also sign up for the applicable service and complete the applicable Service Documentation and setup process and we must agree to provide that service to you. Your use of any such service through the Service is also subject to the terms and conditions of the Service Documentation for that service.
(1) Balance and Information Reporting Services. You may use the Service to access, view, and receive information about your Account(s) and other accounts maintained with us and linked to your Service profile ( ), including balances and transactions, and other information relating to relationships with us (including, but not limited to, information on any loans, transactions, or other services) as we may provide Information Reporting Services ation available and
provided through the Information Reporting Services changes frequently and is subject to updating verification and correction by us from time to time and at any time throughout the day. Information may change between when we last sent the information to you or electronically posted it and when you receive or access the information and, therefore, you are solely responsible for any actions taken in reliance on information presented through the Information Reporting Services, including any actions that may result in an overdraft or incorrect payment you make.
(2) Account Transfer Services. You may use the Service to transfer funds between Linked Accounts (an Account Transfer
such Order shall be subject to the limitations on liability as set forth herein. You must communicate instructions to initiate an Account Transfer through the Service by using the Security Procedures we assign.

Account Transfers shall be subject to the cut-off times we establish and any of our information or formatting requirements. We may reject any Account Transfer for any reason in our sole good faith discretion (including, but not limited to, an overdraft in the applicable account). You agree to be liable for any Account Transfers communicated to us and executed by us in good faith and in compliance with the Security Procedures, whether or not they are authorized. You shall have no right to cancel an Account Transfer once you submit it to us for processing.
(3) Stop Payment Services. You may use the Service to transmit an order for us to stop payment on a check issued (each a Stop Order a Linked Account, and we agree to provide such services relating to such Stop Orders subject to the terms herein and in the Account Agreement. We are authorized to rely on Stop Orders received through the Service and you agree that a Stop Order placed under this Service constitutes a writing pursuant to Section 4-403 of the UCC. We will endeavor to process Stop Orders on the same Business Day if received prior to our current cut-off time, provided that we shall have no liability if such Stop Order is not processed on the same Business Day. To place a Stop Order, you must provide all information on a Linked Account or the Stop Order shall be void and not processed. We also require you to provide a reason for the Stop Order and your phone number, as well as the duration to maintain the Stop Order.

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This service is available only for checks drawn on a Linked Account and will not apply certified checks, drafts, or other similar cash equivalent items. No Stop Order, or release of a Stop Order, placed hereunder will be effective until you receive verification thereof from us; such verification may be provided through the Service. We will not be obligated to honor any Stop Order, and such Stop Order will be void if the item to which it relates has been paid or we have become otherwise obligated to pay such item. UNLESS OTHERWISE SET FORTH ON THE REQUEST FOR A STOP ORDER, EACH STOP

ORDER PLACED HEREUNDER WILL AUTOMATICALLY EXPIRE AS PROVIDED IN THE APPLICABLE ACCOUNT AGREEMENT UNLESS YOU RENEW IT. WE HAVE NO OBLIGATION TO COMPLY WITH

ANY EXPIRED STOP ORDER AND SHALL HAVE NO LIABILITY FOR PAYMENT OF A CHECK ON WHICH THE STOP ORDER HAS EXPIRED. NO NOTICE WILL BE PROVIDED TO YOU THAT A STOP ORDER IS EXPIRING.
(4) Alerts Services Alerts
the Service to the email address you designate. The types of Alerts are described in the Service Documentation for a specific service to which the Alert applies. You are solely responsible for the selection, security, accuracy, and accessibility of the email addresses provided for the Alerts. Alerts are provided for your convenience and are based on Linked Account information, which may be updated throughout the day.

We shall not be liable for any failure or delay or inaccuracy in any Alerts. You are solely responsible for your use and reliance on such Alerts. You are not permitted to reply to any Alerts by means of the email address from which such Alerts are delivered or otherwise. You acknowledge and agree that Alerts are sent without encryption, or any security codes and we shall not be responsible or have any liability for unauthorized access to an Alert or the information therein. You acknowledge and agree that Alerts are provided as a courtesy and do not have any effect on the validity of transactions initiated using any other service or information provided to you as part of a service or in connection with a Linked Account, including periodic statements or information provided by other means and your obligations to monitor activity on Linked Accounts is not modified by our providing, or failure to provide, Alerts. You further acknowledge and agree that you are responsible for accessing each service as applicable to administer your transactions and information, notwithstanding whether an Alert is provided, and Alerts do not relieve you of your responsibilities under the terms of any service.
(5) File Transfer Facility Service. The FTF
reports with you through the Service related to certain services in which you are enrolled. You are responsible for monitoring any files transmitted using the FTF service to ensure that such files were successfully transmitted and not rejected, and for re-transmitting any rejected files. (6) Virtual Account Management
or more virtual sub-accounts for your Linked Accounts in a customizable structure that enables you to segregate activity in Linked Accounts based on the nature and needs of your business while retaining an aggregated view of the entire activity and balance in the Linked Account. The VAM service may not be used to manage funds and conduct business of multiple legal entities within a single Linked Account and may not be used to manage your own funds and funds you hold on behalf of others (for example as an agent, nominee, guardian, executor, or custodian) within a single Linked Account. (7) Corporate Card Hub
that enables your authorized program administrators and/or cardholders to manage your Corporate Card program. Functionalities include managing cards and users, accessing and downloading transaction details, and applying payments. Access to and use of CCHUB is subject to the terms of this Service Description and any applicable user access controls, security protocols, applicable fees (if any), and operational guidelines established by us. We reserve the right to modify the functionalities available to you.

Clients who previously used Spend Dynamics will not be able to access that platform. CCHUB will serve as (8) Personal Accounts. With the prior written consent of the account owner in a form provided by or otherwise acceptable to us, we may offer you the ability to access certain services and other features through the Service for personal accounts. The only services and other features currently available through the Service for personal accounts are Information Reporting Services, internal transfers between the personal accounts and other Linked Accounts, and Stop Orders.

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2. UserIdentification.

In the Service Documentation for the Service, you will specify your primary representative(s) for the Service Primary Corporate Administrator(s) you a Customer ID and Customer Password at the entity level and will assign to each Primary Corporate Administrator a User ID and User Password. IDs and passwords may be reset or changed from time to time, and we may require that they be changed from time to time. Your Primary Corporate Administrator(s) may authorize additional administrators with the same or other powers (together with the Primary Corporate Administrators, the ) and assign them their own User IDs and User Passwords. You represent to us that each Corporate Administrator has full authority on your behalf to:
designate himself/herself and other individuals who will have authority to access the Service ( ), establish their permission rights, and otherwise act on your behalf in connection with the Service; assign User IDs and User Passwords to Authorized Users for access to the Service; and accept on your behalf all Service Documentation and other documents and correspondence relating to the Service.

The Corporate Administrators are responsible for assigning User IDs and User Passwords to Authorized Users. We have no control over the establishment of Corporate Administrators (other than Primary Corporate Administrators), Authorized Users, or their Identification Data. You will notify us immediately if a Primary Corporate Administrator ceases to be associated with your organization or is no longer authorized to access the Service on your behalf, or if for any other reason you would like to modify or remove a to the Service.

If you have Subsidiaries or affiliates with separate accounts, we may, in our discretion, treat each such entity as a separate entity for all security and set-up procedures, including the assignment of a separate Customer ID and Customer Password, or may allow, upon your request, use of common Customer ID and Customer Password. We may also allow common User IDs and User Passwords and common Security Devices (as defined below) for all entities for which a particular Authorized User is authorized to act. We recommend against the use of common User IDs and User Passwords.

You understand that, except as otherwise provided in the Service Documentation for a service, the use of Security Procedure
through the Service, and we are authorized to act and rely upon all Orders submitted to us using the Identification Data and Security Device (if applicable).

3. Security Devices. You may elect, at your option, to require your Corporate Administrators and Authorized Users to use of a security token, digital certificate, encryption key, or similar device (a ) to access the Service. You may be subject to additional fees and charges for selecting this option. If you do not elect to require the use of Security Devices to access the Service, you agree that you will be treated as having assumed any associated risk. Use of a Security Device is required in connection with approvals of transactions in our ACH and Wire Transfer Services and our FX trading services and may be required in connection with other services as specified in the Service Documentation.

Each Security Device requires a Security Device identification number ( ) in addition to other required Identification Data before accessing a service. You are responsible for the proper use and care of the Security Device. Each Security Device at all times remains our exclusive property. The Security Devices are licensed for use only in the country of original installation and such other jurisdictions where such use is authorized under applicable law or license provisions. You may not export, directly or indirectly the Security Devices or any technology inherent in the Security Devices.

4. YourResponsibilities.

In addition to your responsibilities under Section 7 of the Master Agreement, you agree to institute and maintain and enforce procedures and policies to ensure that the Service and other access services are only used by Authorized Users for authorized activities and transactions on your behalf. These procedures must include, among other measures, internal controls and procedures to ensure that terminals used to access the Service are attended only by Authorized Users while accessing the Service and that sessions are fully terminated when authorized use

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is completed. You must also ensure that Authorized Users use Identification Data only as authorized and only for the specific modules or services for which the Authorized User has authority. We are not responsible if any Authorized User exceeds the limits
Service secure, you understand that the Internet is inherently insecure and that all data communications and transfers occur openly on the Internet and can be monitored, intercepted, rerouted, copied and read by others. To reduce the likelihood of such third-party access, you agree to transmit and receive data and messages through the Service using only software including, but not limited to, browser software, or other access devices that support the Secure Socket Layer 128 bit encryption protocol or other protocols required by or acceptable to us and to follow the other Security Procedures that support such protocols.

5. Equipment. You are responsible for having and maintaining at your expense proper functioning hardware, software and communication devices, Internet access and services necessary for use with the Service and other services and access methods as explained in the User Guides. We are not responsible if any of the foregoing fails to function properly. You must also ensure that your systems comply with applicable Law.

6. Websites. Websites or
Canada, and may be owned, hosted or controlled by us, our affiliates or a third party selected by us and which Website may also be used for other Internet services offered by us or any of our affiliates. We make no representation or warranty that the Service or any other service access method is available or appropriate for use in countries other than the United States and Canada. You are responsible for compliance with all laws (including foreign and domestic laws and regulations requiring governmental consent) applicable to where you conduct business.

7. Unavailability of Access.

If the Service or any other communication system or Website becomes disabled or is otherwise unavailable for your use for any period of time, you must promptly notify us of the situation. We will cooperate to restore access as promptly as possible. However, if a timely remedy is not available, you and we will cooperate to seek an alternative method to initiate Orders and carry out other services. In any event, we will have no liability to you based on the unavailability of the Service or any other communications system or Website or our failure to remedy the problem in a timely manner.

8. Intellectual Property. All pages, screens, text, and other materials, or other works of authorship and material appearing on or utilized in connection with our Websites, the names, trademarks, logos, slogans and services mark used, displayed and found on the Websites, the Security Devices and all other intellectual property relating to the Websites (collectively, Intellectual Property ) are owned by and proprietary to us or our affiliates or licensors, except as otherwise indicated on the Websites. Except as expressly permitted under the Service Documentation, no Intellectual Property may be copied, modified, reproduced, used in any way or publicly displayed, or distributed in any medium of expression without our prior written permission. All additions, inurements, and improvements to the Intellectual Property, regardless of whether created by you or us, if any, shall automatically become our exclusive property (or our nly use the Intellectual Property to conduct
services on the Websites and for no other purpose.

9. Third Party Information and Linked Websites. Financial market data, quotes, news, research and other information developed by third parties and transmitted by Third Party Information posting of
Third-Party Information or other information or data on the Websites (or sites linked to the Websites) will not be a recommendation by us that a particular service or transaction is suitable or appropriate for you. Although we strive to ensure that information, we obtain from third parties is reliable, we do not guarantee the accuracy, completeness or timeliness of such Third-Party Information, nor are we in any way responsible for any decision you make or action you take in reliance on such information.

10. Mobile Access. As part of the Service, we may make available to you a mobile app that allows Authorized Users to access

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information from and conduct certain transactions through Online Banking for Business from their mobile devices end users may use biometric ID functionality to access the Mobile App. If your end users use the biometric ID functionality, you accept and will be legally bound by the legal terms for biometric ID functionality and the BioConnect license agreement, which can be found at the link below or obtained by contacting your Treasury & Payment Solutions representative. You represent and warrant that you have reviewed the legal terms and the license agreement. You also agree that our licensor for biometric ID functionality, BioConnect Inc., may enforce the legal terms and the BioConnect license agreement directly against you.

The legal terms and the BioConnect license agreement can be found at: https://www21.bmo.com/ uiauth/CommonWeb/content/bio/Legal%20Terms%20for%20Biometric%20ID.PDF .

11. API Service. As part of the Service, we may make available to you the ability to download account information directly to your software applications via application programming interface ( ). In order to utilize the API Service, you must subscribe to the service via the setup instructions delivered to us or by contacting your BMO Harris relationship manager to request the API Service. You may be subject to additional fees and charges for the API Service.

If you select the API Service, you will specify one or more Primary Corporate Administrators who will be your primary representative(s) for the API Service ( ). API Administrators may authorize additional Primary Corporate Administrators to use the service, and each authorized Primary Corporate Administrator will in turn have the ability to authorize other Primary Corporate Administrators to use the service ( ). Each API Administrator and each API User will have full authority to connect your software applications and download Password, and you represent and warrant that each such person has full power and authority to do so on your behalf.

Information available and provided through the API Service changes frequently and is subject to updating verification and correction by us from time to time and at any time throughout the day. Information may change between when we last sent the information to you or electronically posted it and when you receive or access the information and, therefore, you are solely responsible for any actions taken in reliance on information presented through the API Service, including any actions that may result in an overdraft or incorrect payment you make.

Any third-party applications that are linked via the API Service are selected by you and the providers of such applications are your vendors. We have no control over such vendors or applications or when and how any information is used or further disclosed after it is transmitted from our systems. YOU ACKNOWLEDGE THAT

ELECTRONIC ACCESS TO SYSTEMS THROUGH THE INTERNET OR OTHER NETWORKS, WHETHER PUBLIC OR PRIVATE, MAY NOT BE SECURE. WE MAKE NO WARRANTY WHATSOEVER TO YOU, EXPRESS

OR IMPLIED, REGARDING THE SECURITY OF ANY INFORMATION TRANSFERRED VIA THE API SERVICE OR OTHERWISE, INCLUDING WITH RESPECT TO THE SECURITY OR FUNCTIONALITY OF ANY THIRDPARTY APPLICATIONS OR THE ABILITY OF UNAUTHORIZED PERSONS TO INTERCEPT OR ACCESS INFORMATION TRANSMITTED THROUGH THE SERVICE. WE DISCLAIM ALL LIABILITY FOR ANY USE OR

DISCLOSURE OF ANY SUCH INFORMATION THAT DOES NOT RESULT FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

12. Miscellaneous.

You must ensure that the software (excluding software provided by us), listed websites and related materials you use in accessing our Internet Services are free of defects, bugs and virus, software problems and other items of a destructive nature; we are not responsible for any of these problems you may encounter. Your use of the Service is also subject to the terms and conditions of the Website as posted on the Website.

Certain services may require that you agree to a reasonable license or sublicense with us or a third party. We will provide you a copy of such license or sublicense in advance. Any telephone conversations relating to the Service may be recorded at our option to assure accuracy.

THIS SERVICE DESCRIPTION HAS BEEN EXECUTED AS PROVIDED IN THE SCHEDULE OF SERVICES FORMING A PART OF THE MASTER AGREEMENT.

Exhibit 14:

Draft Professional Services
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ATTACHMENT B 1

PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into, to be effective this XX day of xxxx (“Effective Date”), by and between the CITY OF LOS ALAMITOS, a California charter city and municipal corporation, (“City”) and , (“Bank”). City and Bank are sometimes hereinafter individually referred to as “Party” and are hereinafter collectively referred to as the “Parties.”

RECITALS
A. City has determined that it requires the services of a qualified public depository to provide comprehensive banking services (“Project”).

B. In response to City’s Request for Proposals, Bank has submitted to City a written proposal, dated xxxxxx, to provide comprehensive banking services for the Project.

C. Bank represents and maintains that it is uniquely qualified by virtue of its experience, training, education, reputation, and expertise to provide the necessary services to the City and has agreed to provide such services as set forth herein.

D. City desires to engage Bank to provide such services subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. SERVICES OF BANK

1.1 Scope of Services and Standard of Performance. In compliance with all terms and conditions of this Agreement, Bank shall provide those services set forth in Bank’s Proposal/Scope of Work, dated , 2026, and as set forth in City’s Request for Proposals, which are both attached hereto as Exhibit “A” and Exhibit “B”, respectively (“Scope of Services” and/or “Project Services”). Bank warrants that all Project Services shall be performed in a skillful, competent, professional and satisfactory manner in accordance with all standards prevalent in the same profession in the State of California. Bank represents and warrants that it is skilled in the professional discipline necessary to perform the Project Services. Bank represents and warrants that it and all employees, subconsultants and subcontractors providing any services pursuant to this Agreement shall have sufficient skill and experience to perform the Project Services. All Project Services shall be completed to the reasonable satisfaction of the City.

1.2 Contract Documents; Resolution of Inconsistencies. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Commercial Account Agreement and Treasury Services Master Agreement (together, the “B ank Agreements”) (2) the Bank’s, original Proposal/Scope of

ATTACHMENT B 2
Work dated submitted to City (“Bank’s Proposal”), and (3) City’s Request for Proposals, which shall all three be referred to collectively hereinafter as the “Contract Documents.” The Bank’s Proposal is attached hereto as Exhibit “A” and the City’s Request for Proposals is attached hereto as Exhibit “B” and are both hereby incorporated by reference and made a part of this Agreement. All provisions of the Contract Documents shall be binding on the Parties. The terms of the Bank’s Agreements are hereby incorporated into this Agreement by reference. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1st) the terms and conditions of the Bank’s Agreements; (
2nd1st) the terms and conditions of this Agreement; (2nd3rd) terms, conditions, provisions and project requirementsset forth in the City’s Request for Proposals (Exhibit “B”); and (3rd4th) the provisions of the Bank’s Proposal (Exhibit “A”).

1.3 Compliance withLaw. All Project Servicesshall be provided in accordance with all laws, ordinances, resolutions, statutes, rules, and regulations of City and any federal, state or local governmental agency of competent jurisdiction. Bank shall be liable for all violations of such laws, ordinances, resolutions, statutes, rules and regulations in connection with performance of the Project Services. If Bank performs any Project Services in violation of such laws, ordinances, resolutions, statutes, rules or regulations, Bank shall be solely responsible for all penalties and costs arising therefrom. Bank shall defend, indemnify, and hold City, its officials, officers, employees, agents and volunteers, free and harmless from and against any claim or liability arising out of any failure or alleged failure to comply with such laws, ordinances, resolutions, statutes, rules or regulations.

1.4 Licenses and Permits. Prior to performing any Project Services, Bank shall obtain all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Project Services. Bank represents and warrants to City that Bank shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement and any extension, any license, permit, qualification, or approval that is legally required for Bank to perform the Project Services. Bank shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Bank's performance of the Project Services, and shall defend, indemnify, and hold the City, its officials, officers, employees, agents and volunteers, free and harmless from and against any claim or liability arising out of any failure or alleged failure to obtain such license, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Project Services.

1.5 Familiarity with Work. By executing this Agreement, Bank warrants that Bank (a) has thoroughly investigated and considered the Project Services to be performed, (b) has carefully considered how the Project Services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the Project Services under this Agreement.

1.6 Care in Performance of Project Services. Bank shall adopt reasonable methods during the term of the Agreement to prevent losses or damage to materials, papers or other components of the Project Services, and shall be responsible for all such damages, to persons or Formatted: Font: 12 pt, Superscript
Commented [JP1]: BMO respectfully proposes that this
sentence be deleted.

Commented [JP2]: BMO respectfully proposes that this
clause be deleted.

ATTACHMENT B 3
property, until acceptance of the Project Services by the City, except such losses or damages as may be caused by City's own negligence.

1.6 Non-Exclusive Agreement. Bank acknowledges that City may enter into agreements with other Banks, contractors, consultants, or vendors for services similar to the services that are the subject of this Agreement. Bank further acknowledges that City may have its own employees perform services similar to the services that are the subject of this Agreement.

2. COMPENSATION

2.1 Maximum Contract Amount. Bank shall be compensated for the Project Services performed, including authorized reimbursements, if any, in accordance with the professional charges set forth in the Scope of Services in an amount not to exceed XXXXXXXXX dollars Dollars ($XXX). The maximum amount of City’s payment obligation under this Agreement is the amount specified in this section.

2.2 Method of Payment. In any month in which Bank wishes to receive payment, Bank shall no later than first working day of such month, submit to the City, in a form approved by the City Manager or his designee, an invoice for services rendered prior to the date of the invoice. Such requests shall be based upon the amount and value of the services performed by Bank and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. Within thirty (30) calendar days of receipt of invoice, City shall pay all undisputed amounts included on the invoice.

2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by the City, the Parties shall execute a written amendment to this Agreement, signed by an individual authorized to formally bind the Party for which he/she is signing, setting forth with particularity all terms ofsuch amendment, including, but not limited to, any additional professional fees. An amendment may be entered into: (a) to provide for revisions or modifications to documents or other work product when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; and/or, (b) to provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Bank’s profession.

2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefore by the Los Alamitos City Council for each fiscal year covered by the term of this Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the City.

3. SCHEDULE OF PERFORMANCE

3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the Project Services to be performed by Bank is an essential condition of this Agreement.

ATTACHMENT B 4

3.2 Schedule of Performance. Bank shall prosecute regularly and diligently the Project Services according to the periods specified in the Scope of Services. When requested by Bank, extensions of the time period(s) specified in the Scope of Services may be approved in writing by the Contract Officer; however, the City shall not be obligated to grant any such extension.

3.3 Force Majeure. The time for performance of the Project Services may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Bank (financial inability excepted), including, but not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City, if Bank, within ten (10) calendar days of the commencement of such delay, notifies the City Manager in writing of the causes of the delay. The City Manager shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the City Manager such delay is justified. The City Manager's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Bank be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Bank's sole remedy being extension of the Agreement pursuant to this section.

3.4 Term. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall commence upon the Effective Date and shall continue in full force and effect for a period of , ending on , , unless extended by mutual written agreement of the Parties.

4. COORDINATION OF PROJECT SERVICES

4.1 Bank’s Representative. The following principal of Bank is hereby designated as being the principal and representative of Bank authorized to act on its behalf with respect to the Project Services and to make all decisions in connection therewith: . It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Bank and devoting sufficient time to personally supervise the Project Services performed hereunder. The foregoing principal may not be changed by Bank without prior written approval of the Contract Officer.

4.2 City’s Contract Officer. TheCity’sContract Officershall be such person as may be designated by the City Manager, and is subject to change by the City Manager. It shall be the Bank's responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance of the Project Services, and the Bank shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

ATTACHMENT B 5

4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, capability, expertise, and reputation of Bank, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Bank shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, voluntarily or by operation of law, without the prior written consent of City. Bank shall not contract with any other entity to perform the Project Services without prior written consent of City. If Bank is permitted by City to subcontract any part of this Agreement, Bank shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the performance of Project Services will be considered employees of Bank. City will deal directly with and will make all payments to Bank.

In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Bank, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Bank or any surety of Bank from any liability hereunder without the express written consent of City.

4.4 Independent Contractor.

4.4.1 The legal relationship between the Parties is that of an independent contractor; nothing herein shall be deemed to make Bank a City employee. During the performance of this Agreement, Bank and its officers, employees, and agents shall act in an independent capacity and shall not act as City officers or employees. Bank will determine the means, methods and details of performing the Project Services subject to the requirements of this Agreement. The personnel performing the Project Services on behalf of Bank shall at all times be under Bank’s exclusive direction and control. Neither City nor any of its officials, officers, employees, agents or volunteers shall have control over the conduct of Bank or any of its officers, employees, or agents, except as set forth in this Agreement. Bank, its officers, employees or agents, shall not maintain a permanent office or fixed business location at City’s offices. City shall have no voice in the selection, discharge, supervision, or control of Bank’s officers, employees, or agents or in fixing their number, compensation, or hours of service. Bank shall pay all wages, salaries, and other amounts due its employees in connection with the performance of Project Services and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers’ compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Bank in its business or otherwise a joint venturer or a member of any joint enterprise with Bank.

4.4.2 Bank shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner.

4.4.3 No City benefits shall be available to Bank, its officers, employees, representatives, agents, subconsultants or subcontractors in connection with the performance of Commented [JP3]: BMO respectfully proposes that this
be deleted.

Commented [JP4]: BMO respectfully proposes that this
sentence be deleted.

ATTACHMENT B 6
any Project Services. Except for professional fees paid to Bank as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Bank for the performance of any Project Services. City shall not be liable for compensation or indemnification to Bank, its officers, employees, representatives, agents, subconsultants or subcontractors, for injury or sickness arising out of the performance of any Project Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than pursuant to Section 2 herein, of any nature relating to salary, taxes, or benefits of Bank’s officers, employees, representatives, agents, or subconsultants or subcontractors, Bank shall defend, indemnify, and hold harmless City from and against all such financial obligations.

4.5 PERS Eligibility Indemnification.

4.5.1 In the event that Bank or any officer, employee, representative, agent, subconsultant or subcontractor of Bank providing any Project Services claims or is determined by a court of competent jurisdiction or the California Public Employee Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Bank shall indemnify, defend, and hold harmless City against (1) all such claims and determinations, (2) for the payment of any employee and/or employer contributions for PERS benefits on behalf of Bank or its officers, employees, representatives, agents, subconsultants or subcontractors, and (3) the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the City.

4.5.2 Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Bank and any of its officers, employees, representatives, agents, subconsultants or subcontractors providing any Project Services shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

5. INSURANCE

5.1 Compliance with Insurance Requirements. Bank shall obtain, maintain, and keep in full force and effect during the term of this Agreement, at its sole cost and expense, and in a form and content satisfactory to City, all insurance required under this section. Bank shall not commence any Project Services unless and until it has provided evidence satisfactory to City that it has secured all insurance required under this section. If Bank’s existing insurance policies do not meet the insurance requirements set forth herein, Bank agrees to amend, supplement or endorse the policies to do so.

5.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement, and without limiting the indemnity provisions set forth in this Agreement, Bank shall obtain and maintain in full force and effect during the term of this Agreement, including any extension thereof, the following policies of insurance:

Commented [JP5]: BMO respectfully proposes that these
sentences be deleted.

ATTACHMENT B 7

5.2.1 Professional Liability/Errors and Omissions Insurance ("PLI"). Bank shall obtain and maintain a policy of Professional Liability or Errors and Omissions Insurance appropriate to Bank’s profession with per-claim and aggregate limits of no less than Two Million Dollars ($2,000,000.00). Covered professional services shall specifically include all Project Services to be performed under the Agreement and the policy shall be endorsed to delete any exclusions that may exclude coverage for claims within the minimum PLI limits set forth herein for the Project Services to be performed under this Agreement.

5.2.1.1 The PLI policy shall be endorsed to delete any Contractual Liability Exclusion. The PLI shall include contractual liability coverage applicable to this Agreement. The policy must “pay on behalf of” the insured, and include a provision establishing the insurer’s duty to defend the insured.

5.2.1.2 If the PLI policy is written on a “claims-made” basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of all Project Services provided hereunder (the "PLI Coverage Period"). If any PLI policy is replaced, cancelled, non-renewed, discontinued, or otherwise terminated, or if the limits of a PLI policy are reduced or the available coverage depleted below the required minimum coverage amounts for any reason during the PLI Coverage Period, Bank shall immediately obtain replacement PLI coverage meeting the requirements of this Section

5.2.1. Such replacement coverage shall satisfy all requirements herein, and shall include coverage for the prior acts or omissions of Bank during the time period during which any Project Services were performed. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City.

5.2.1.3 If the PLI policy is written on an “occurrence” basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Project Services provided for in this Agreement, whichever is later. In the event of termination of the PLI policy during this period, new coverage shall immediately be obtained, and written evidence of the policy shall be immediately provided to the City, to ensure PLI coverage during the entire course of performing the Project services.

5.2.1.4 Bank shall not perform any Project Services at any time during which required types or amounts of PLI insurance are not in effect, and the City shall have no obligation to pay Bank for Project Services performed while required PLI insurance is not in effect.

5.2.2 Commercial General Liability Insurance. Bank shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Commercial General Liability Insurance (CGL). Coverage shall be at least as broad as ISO Form CG 00 01 written on a per occurrence basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000.000.00) in the general aggregate.

The policy shall not contain any endorsements or provisions limiting coverage for (1) contractual

ATTACHMENT B 8
liability, (2) cross liability exclusion for claims or suits by one insured against another, or (3) contain any other exclusion contrary to the Agreement.

5.2.3 Automobile Liability Insurance. Bank shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Automobile Liability Insurance.

Coverage shall be at least as broad as ISO Form CA 00 01 written on a per occurrence basis, covering Code 1 (any auto), or if the Bank has no owned autos, Code 8 (hired) and Code 9 (nonowned), with limits of no less than One Million Dollars ($1,000,000.00) for each occurrence covering bodily injury and property damage.

5.2.4 Workers’ Compensation Insurance. Bank shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Workers’ Compensation Insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Bank agrees to waive and obtain endorsements from its workers’ compensation insurer waiving all subrogation rights under its workers’ compensation insurance policy against the City, its officials, officers, employees, agents and volunteers, and to require each of its subconsultants and subcontractors, if any, to do likewise under their workers’ compensation insurance policies. Bank shall also obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Employer’s Liability Insurance written on a per occurrence basis with limits of at least One Million Dollars ($1,000,000.00) per accident for bodily injury or disease. Notwithstanding the foregoing, Bank shall not be required to procure either Worker’s Compensation Insurance or Employer’s Liability Insurance if Bank provides written verification to the City that Bank does not have any employees.

5.2.5 Crime/Employee Dishonesty Policy. Bank shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Crime/Employee Dishonesty Insurance with per-claim and aggregate limits of no less than Two Million Dollars ($2,000,000.00).

5.2.6 Cyber Liability Policy. Bank shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Cyber Liability Insurance with per-claim and aggregate limits of no less than Five Million Dollars ($5,000,000.00).

5.3 Acceptability of Insurers. Insurance required by this section shall be issued by a licensed company authorized to transact business in the state by the Department of Insurance for the State of California with a current rating of A-:VII or better (if an admitted carrier), or a current rating of A:X or better (if offered by a non-admitted insurer listed on the State of California List of Approved Surplus Lines Insurers (LASLI)), by the latest edition of A.M. Best’s Key Rating Guide, except that the City will accept workers’ compensation insurance from the State Compensation Fund. In the event the City determines that the work or Project Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Bank agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City. Bank shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein.

ATTACHMENT B 9

5.4 Specific Insurance Provisions and Endorsements. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for written approval. Required insurance policiesshall contain the following provisions, or Bank shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:

5.4.1 CGL and Auto Liability Endorsements. The policy or policies of insurance required by this section for CGL and Automobile Liability Insurance shall be endorsed as follows:

5.4.1.1 Additional Insured. The City, its officials, officers, employees, agents and volunteers, shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement; and

5.4.1.1.1 Additional Insured Endorsements. Additional insured endorsements shall not (1) be restricted to “ongoing operations”, (2) exclude “contractual liability”, (3) restrict coverage to “sole” liability of Bank, or (4) contain any other exclusions contrary to the Agreement; and, the coverage shall contain no special limitations on the scope of protection afforded to additional insureds.

5.4.1.2 Primary and Non-Contributing Insurance. Each CGL and Automobile Liability Insurance policy shall be endorsed to be primary, and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents or volunteers, shall not contribute with this primary insurance.

5.4.1.3 Waiver of Subrogation. Each CGL and Automobile Liability Insurance policy shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents and volunteers, or shall specifically allow Bank or others providing insurance evidence in compliance with the requirements set forth in this section to waive their right to recovery prior to a loss. Bank hereby agrees to waive its own right of recovery against the City, its officials, officers, employees, agents and volunteers, and Bank hereby agrees to require similar written express waivers and insurance clauses from each of its subconsultants or subcontractors.

5.4.2 Notice of Cancellation. Each policy of any type shall be endorsed to provide that coverage shall not be suspended, voided, cancelled, or modified, or reduced in coverage or in limits, except after thirty (30) calendar days prior written notice has been provided to the City. Notwithstanding the foregoing, if coverage is to be suspended, voided, or cancelled because of Bank’s failure to pay the insurance premium, the notice provided by the insurer to City shall be by not less than ten (10) calendar days prior written notice. (A statement that notice will be provided "in accordance with the policy terms" or words to that effect is inadequate to meet the requirements of this section.)
Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City in advance. The decision whether to approve or withhold approval of a deductible or self-insured retention shall be made by the City in the City's sole and absolute discretion.

5.5 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City in advance. The decision whether to approve or Commented [EA6]: BMO’s insurance program, including
any applicable deductibles and SIR’s are reviewed/approved internally.

ATTACHMENT B 10
withhold approval of a deductible or self-insured retention shall be made by the City in the City's sole and absolute discretion.

5.65.5 Evidence of Coverage. Concurrently with the execution of the Agreement, Bank shall deliver certificates of insurance together with original endorsements affecting each of the insurance policies required by this section. Bank shall promptly furnish, at City’s request, copies of actual policies including all declaration pages, endorsements, exclusions and any other policy documents City may require to verify coverage.

5.6.15.5.1Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for written approval.

5.6.25.5.2Authorized Signatures. The certificates of insurance and original endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf.

5.6.35.5.3Renewal/Replacement Policies. Upon request, Aat least fifteen (15) calendar days prior to after the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Bank shall, within ten (10) calendar days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies meeting all requirements of this Agreement.

5.75.6 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this section are not intended as a limitation on coverage, limits, or other requirements, or a waiver of any coverage normally provided by any insurance. Nothing in this section shall be construed as limiting in any way the indemnification provision contained in this Agreement, or the extent to which Bank may be held responsible for payments of damages to persons or property.

5.85.7 Enforcement of Agreement (Non-Estoppel). Bank acknowledges and agreesthat actual or alleged failure on the part of the City to inform Bank of any non-compliance with any of the insurance requirements set forth in this section imposes no additional obligation on the City nor does it waive any rights hereunder.

5.95.8 Insurance for Subconsultants. Bank shall either: (1) include all subconsultants or subcontractors engaged in the performance of Project Services on behalf of Bank as additional named insureds under the Bank’s insurance policies; or (2) Bank shall be responsible for causing its subconsultants or subcontractors to procure and maintain the appropriate insurance in compliance with the terms of the insurance requirements set forth in this section, including adding the City, its officials, officers, employees, agents and volunteers, as additional insureds to their respective policies. Bank shall not allow any subconsultant or subcontractor to commence any work or services relating to this Agreement unless and until it has provided evidence satisfactory to City that the subconsultant or subcontractor has secured all insurance required under this section.

Commented [EA7]: BMO can provide certificates and
applicable endorsements. Actual policies are not shared externally.

Commented [EA8]: Renewed certificates are produced
after renewals, not before.

ATTACHMENT B 11

5.105.9Other Insurance Requirements. The following terms and conditions shall apply to the insurance policies required of Bank and its subconsultants and subcontractors, if any, pursuant to this Agreement:

5.10.15.9.1 Bank shall provide immediate written notice to City if (1) any of the insurance policies required herein are terminated, cancelled or suspended, (2) the limits of any of the insurance coverages required herein are reduced, or (3) the deductible or self-insured retention is increased.

5.10.25.9.2 All insurance coverage and limits provided by Bank and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage.

5.10.35.9.3 None of the insurance coverages required herein will be in compliance with the requirements of this section if they include any limiting endorsement which substantially impairs the coverages set forth herein (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the City and approved in writing.

5.10.45.9.4 Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Bank’s obligation to ensure timely compliance with all insurance submittal requirements as provided herein.

5.10.55.9.5 Bank will endeavor agrees to ensure that subconsultants and subcontractors, if any, and any other parties involved with the Project who are brought onto or involved in the Project by Bank, provide the same minimum insurance coverage required of Bank.

Bank agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Bank agrees that upon request, all agreements with subcontractors and others engaged in the provision of Project Services will be submitted to the City for review.

5.10.65.9.6 Bank agrees to provide immediate written notice to City of any claim, demand or loss against Bank arising out of the work or Project Services performed under this Agreement and for any other claim, demand or loss which may reduce the insurance available to pay claims, demands or losses arising out of this Agreement.

6. INDEMNIFICATION[INTENTIONALLY OMITTED]
To the fullest extent permitted by law, Bank shall defend (at Bank’s sole cost and expense with legal counsel reasonably acceptable to City), indemnify and hold the City, its officials, officers, employees, agents and volunteers, free and harmless from any and all claims, demands, orders, causes of action, costs, expenses, liabilities, losses, penalties, judgments, arbitration awards, settlements, damages or injuries of any kind, in law or in equity, including but not limited Commented [JP9]: BMO respectfully proposes that this
section be deleted and that indemnification be governed by the relevant sections of the bank’s agreements.

ATTACHMENT B 12
to property or persons, including wrongful death, (collectively “Claims”) in any manner arising out of, pertaining to, related to, or incident to any alleged acts, errors or omissions, or willful misconduct of Bank, its officers, directors, employees, subconsultants, subcontractors, agents or invitees in connection with performance under this Agreement, or in any manner arising out of, pertaining to, related to, or incident to an alleged breach of this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses.

Notwithstanding the foregoing, and only to the extent that the Project Services performed by Bank are subject to California Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Bank.

Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Bank’s indemnification obligation or other liability hereunder.

Notwithstanding the foregoing, such obligation to defend, hold harmless and indemnify the City, its officials, officers, employees, agents and volunteers, shall not apply to the extent that such Claims are caused by the sole negligence or willful misconduct of that indemnified party.

7. REPORTS AND RECORDS

7.1 Records. Bank shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Bank shall keep such books and records as shall be necessary to properly perform the Project Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Project Services.

The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

7.2 Reports. Bank shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Project Services as the Contract Officer shall require.

7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Bank, its employees, subconsultants, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Bank shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Bank may retain copies of such documents for its own use.

Bank shall have an unrestricted right to use the concepts embodied therein. Bank shall ensure that all of its subconsultants and subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Bank fails to secure such assignment, Bank shall indemnify City for all damages resulting therefrom.

7.4 Release of Documents. Except to the extent otherwise required by law, no drawing, specification, report, record, document, or other material prepared by Bank, its Commented [JP10]: BMO respectfully proposes that this
sentence be deleted.

ATTACHMENT B 13
employees, subconsultants, subcontractors and agents in the performance of Project Services shall not be released publicly without the prior written approval of the Contract Officer.

8. ENFORCEMENT OF AGREEMENT

8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such County, and Bank covenants and agreesto submit to the personal jurisdiction of such court in the event of such action.

8.2 Waiver. No delay or omission in the exercise of any right or remedy of a nondefaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waiver or render unnecessary City’s consent to or approval of any subsequent act of Bank. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

8.3 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

8.4 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

8.5 Termination Prior toExpiration ofTerm. City reservesthe right to terminate this Agreement, at any time, with or without cause, upon thirty (30) calendar days written notice to Bank, except that where the continuation of services would constitute a danger to health, safety or general welfare, the period of notice shall be such shorter time as may be appropriate. Upon receipt of the notice of termination, Bank shall immediately cease all Project Services, except as may be specifically approved by the Contract Officer. Bank shall be entitled to compensation for all Project Services rendered prior to receipt of the notice of termination and for any Project Services authorized by the Contract Officer thereafter.

8.6 Termination for Default of Bank.

8.6.1 Bank’s failure to comply with any provision of this Agreement shall constitute a default.

8.6.2 If the Contract Officer determinesthat Bank isin default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Bank in writing of such

ATTACHMENT B 14
default. If such default is capable of being cured, Bank shall have ten (10) calendar days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Bank fails to cure its default within such period of time, or if such default is not capable of being cured, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Bank shall be liable for any and all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City’s right to terminate this Agreement without cause pursuant to Section 8.5.

8.6.3 If termination is due to the failure of Bank to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.6.2, take over the Project Services and prosecute the same to completion by contract or otherwise, and Bank shall be liable to the extent that the total direct and indirect costs for completion of the Project Services required hereunder exceeds the Maximum Contract Amount, and City may withhold any payments to Bank for the purpose of set-off toward the cost of completion of the Project Services. The withholding or failure to withhold payments to Bank shall not limit Bank’s liability for completion of the Project Services as provided herein.

8.7 Attorneys’ Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, expert witness fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non-judicial proceeding within thirty (30) calendar days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. For purposes of this section, "Reasonable attorney fees" shall be calculated by multiplying the actual number of hours reasonably expended by the attorney(s) handling the dispute on behalf of the prevailing Party by the hourly rate actually paid by the prevailing Party, but in no case shall the hourly rate exceed Two Hundred and Fifty Dollars ($250.00) per hour.

9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Bank, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to the Bank or to its successor, or for breach of any obligation of the terms of this Agreement.

9.2 Covenant Against Discrimination. Bank covenants that, by and for itself, its heirs, executors, assigns, subcontractors, subconsultants and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, disability, medical condition, color, creed, religion, sex, sexual orientation, marital status, age, national Commented [JP11]: BMO respectfully proposes that this
sentence be deleted.

Commented [JP12]: BMO respectfully proposes that this
Section be deleted.

ATTACHMENT B 15
origin, or ancestry. Bank shall take affirmative action to insure that applicants and employees are treated without regard to their race, disability, medical condition, color, creed, religion, sex, sexual orientation, marital status, national origin, or ancestry.

10. MISCELLANEOUS PROVISIONS

10.1 Confidentiality. Information obtained by Bank in the performance of this Agreement shall be treated as strictly confidential and shall not be used by Bank for any purpose other than the performance of this Agreement without the written consent of the Contract Officer.

10.2 Patent and Copyright Infringement.

10.2.1 To the fullest extent permitted by law, and in lieu of any other warranty by City or Bank against patent or copyright infringement, statutory or otherwise, it is agreed that Bank shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale thereof arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Bank shall pay all costs and damages finally awarded in any such suit or claim, provided that Bank is promptly notified in writing of the suit or claim and given authority, information and assistance at Bank’s expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the alleged negligence, recklessness or willful misconduct of Bank. However, Bank will not indemnify City if the suit or claim results from City's alteration of a deliverable where such alteration created the infringement upon any presently existing U.S. letters patent or copyright.

10.2.2 Bank shall have sole control of the defense of any such claim or suit and all negotiations for settlement thereof, Bank shall not be obligated to indemnify City under any settlement made without Bank’s consent or in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Bank’s expense. If the use or sale of such item is enjoined as a result of the suit or claim, Bank, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto.

10.3 Notices. Any notice, demand, request, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and either served personally during normal hours of operation of the Party receiving the notice, or sent by pre-paid, first-class mail to the address set forth below. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated on the day personally served, or two (2) business days from the date of mailing if mailed as provided in this section. Additionally, notices by email will be considered legal notice if such communications include the following text in the Subject field: FORMAL LEGAL NOTICE – .

ATTACHMENT B 16
To City: City’s Contract Officer, title
City of Los Alamitos
3191 Katella Ave.

Los Alamitos, CA 90720
@cityoflosalamitos.org
With copy to:

Michael S. Daudt, City Attorney
Woodruff & Smart
555 Anton Blvd., Suite 1200
Costa Mesa, CA 92626
[email protected]
To Bank: Name of Bank
Street
City, State, Zip Code
Email

10.4 Entire Agreement; Amendments in Writing. This Agreement constitutes the entire agreement between the Parties and is intended as an integrated agreement, superseding all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter hereof. No amendments or other modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.

10.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties hereunder.

10.6 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees.

10.7 Third Party Beneficiary. Except as expressly provided herein, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party hereto.

10.8 Recitals. The above-stated Recitals are hereby incorporated into the Agreement as though fully set forth herein and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.

10.9 Prevailing Wages. Bank is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section Field Code Changed

ATTACHMENT B 17
16000, et seq., (“Prevailing Wage Laws”). Bank agrees to fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the Parties that, in connection with the work or Project Services provided pursuant to this Agreement, Bank shall bear all risks of payment or non-payment of prevailing wages under California law, and Bank hereby agrees to defend, indemnify, and hold the City, its officials, officers, employees, agents and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement.

10.0 Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he/she is executing this Agreement is duly authorized and existing, (ii) he/she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he/she is signing, (iii) by so executing this Agreement, the Party for which he/she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which the Party for which he/she is signing is bound.
[SIGNATURES ON NEXT PAGE]

ATTACHMENT B 18
IN WITNESS WHEREOF, the Parties have executed and entered into this Agreement as of the date first written above.
“City”
City of Los Alamitos
By:

Tanya Doby
Mayor
APPROVED AS TO FORM.

Woodruff & Smart
By:

Michael S. Daudt
City Attorney
ATTEST:

By:

Windmera Quintanar, MMC
City Clerk
“Bank”
Name of Bank
By:

Name
Title
By:

Name
Title

EXHIBIT “A”

ATTACHMENT B
BANK’S PROPOSAL/ SCOPE OF SERVICES
DATED: , 2026

EXHIBIT “B”

ATTACHMENT B
CITY’S REQUEST FOR PROPOSALS
DATED: , 2026

Exceptions/Clarifications to City of Los Alamitos RFP 2026-01 Elavon, Inc. ("Elavon"), agrees to the terms, conditions and specifications contained in merchant services portion of the RFP (Section III(G)(5)) provided that the City also executes the Elavon Company Application and applicable enrollment forms, which incorporate the Elavon Terms of Service1 (collectively the “Elavon
Agreement”). Areas of conflict between the Elavon Agreement and the RFP have been identified below or in the Proposal. The Payment Networks require that Elavon enter into agreements with its merchants containing specific provisions mandated by the Payment Network Regulations, which provisions are not included in the RFP. Therefore, in the event that Elavon is the successful bidder, Elavon will require that the parties include the terms of the Elavon Agreement in substantially the same form as submitted herewith, in the final contract and will, in good faith, work and negotiate with the City toward a resolution of all conflicting items.

While this bid is being submitted jointly, Elavon is committing solely to the merchant services provisions of the RFP and will require that the parties enter into the Elavon Agreement for the provision of such services. The City must contract for other services with the joint bidder directly.

In certain instances Elavon may, through its various sales channels, submit more than one response to this RFP. While Elavon's exceptions to the legal terms and conditions of the RFP may be similar, the remainder of the bid and pricing issues will differ due to the independent responses prepared by each sales channel.

RFP Section Exception/Clarification
III(G)(10) For clarity, City issued bank cards do not fall under merchant services and card issuance is a banking service.

III(G)(10)(g,h) Elavon maintains an Elavon System Availability (the availability of the Elavon System to receive and respond to Transaction requests) of at least 99.9% per calendar month, excluding excused system downtime (such as scheduled maintenance or factors outside of Elavon’s System or control).

III(G)(10)(p) As noted above, card issuance is a banking function.

III(H)(d,i) Elavon will not provide its SOC or SSAE reports until it receives assurances that such information will be protected and will not become public record.

III(I) The City will receive outage information if it signs up to receive such notifications at status.elavon.com. Due to the fact that Elavon processes transactions for over 1.3 million customers worldwide, Elavon cannot agree to differing SLA standards. The Elavon services will be provided in accordance with industry standards and the Elavon Agreement.

PSA 1.2 Elavon requires that the parties include the terms of the Elavon Agreement in substantially the same form as submitted herewith to become a part of the Contract Documents for the reasons identified above. In terms of priority, the Contract will be first, followed by the Elavon Agreement (and the applicable banking agreements of the joint bidder), then the Proposals, followed by the City’s Request for Proposals.
1 The Elavon Terms of Service is available at:
https://www.mypaymentsinsider.com/api/file/c/Terms_of_Service_English

PSA 1.3 The Elavon services will be provided in accordance with applicable laws and regulations. Further, the indemnification provisions proposed in this section (and throughout the agreement) are overbroad in that they do not take into account the City’s responsibility under the Payment Network Regulations for the transactions it chooses to accept. A more detailed description of the parties’ responsibilities for transaction processing is set forth in paragraph 12 of the Government Addendum to the Elavon Agreement.

PSA 2.1 The Elavon fees are based on the number of transactions the City chooses to accept. Therefore, a cap on pricing is not applicable since the City controls how many transactions to accept. However, Elavon does agree to keep the Elavon fees firm for the Initial Term of the Elavon Agreement. To the extent pricing is dependent upon pass-through items, such as interchange, assessments or thirdparty fees, such items will be passed through when received.

PSA 2.2 Elavon will debit its fees monthly as is industry standard, and will provide monthly statements identifying all transaction activity.

PSA 2.4, 3.4 For clarity, in the event of termination for any reason, the City remains responsible for any chargebacks, assessments, fines, charges or third-party fees that are received post-termination for transactions processed prior to termination.

Additionally, if the City processes transactions beyond the Term, then the terms of the Elavon Agreement will govern such transaction processing.

PSA 4.3 Elavon will not transfer or assign the agreement without the City’s written consent, except for (i) an assignment or delegation to an Affiliate of Elavon, or (ii) an assignment or delegation to an entity into or with which Elavon will merge or consolidate or who may acquire substantially all the stocks or assets of Elavon.

As part of a publicly traded company, Elavon cannot agree to seek prior consent in the event of certain acquisitions, as such action could constitute a selective disclosure of material nonpublic information under the U.S. securities laws. For clarity, a subcontractor is a person or company that has been awarded a portion of the Contract by Elavon. A subcontractor is not a third party who, in the ordinary course of business, provides services or products to Elavon.

PSA 5 Elavon’s parent company is currently the fifth largest financial services holding company in the country. On behalf of itself and its subsidiaries, the parent company secures a variety of insurance coverages appropriate for an organization of its type and size. In addition, other coverages have been secured to comply with various regulations such as workers' compensation. Currently, the parent company carries a Financial Institution Bond including coverage for professional liability (errors and omissions) as well as fidelity (crime) coverage with limits exceeding $10 million. All insurance carriers used have financial ratings generally acceptable by insurance industry standards. Evidence of coverage is available upon request if required by contract.

PSA 6 See the response to PSA 1.3, above.

PSA 7 Elavon will provide the City, during normal business hours, with at least thirty days prior written notice, at the City’s expense, subject to the standard security

policies of Elavon, applicable laws and Payment Network Regulations, and no more than once annually, with records and information pertaining to transactions processed under the Elavon Agreement. However, due to the sensitive nature of the information processed, Elavon cannot permit the City or anyone to have unfettered access to the books and records of Elavon. Additionally, sensitive or confidential information may be viewed at an Elavon location or via a video conference, however, the City may not record or create copies of the sensitive or confidential information. The City will have ownership in the statements and reports provided by Elavon, otherwise Elavon retains all proprietary rights to its products and services, as is set forth in Section 11 of the Elavon Agreement.

PSA 8.5 Due to the significant time and expense expended by Elavon in the initial phases of the relationship, combined with the fact that the rates quoted by Elavon are premised upon a term commitment, Elavon cannot agree to termination for convenience. Elavon is entitled to at least thirty (30) days’ notice and an opportunity to cure a default, as set forth in Elavon’s Agreement. Further, the City is entitled to terminate for non-appropriation as set forth in paragraph 3 of the Government Addendum to the Elavon Agreement.

PSA 8.6.2, 8.6.3 As noted above, in the event of default Elavon is entitled to 30 days’ notice and an opportunity to cure. Due to the fact that transaction processing pricing is not standardized, Elavon will not be responsible for any excess cost incurred by the City for its termination of the Elavon Agreement, except as specifically outlined in the Elavon Agreement.

PSA 10.1 See Section 9.2(c)(iv) of the Elavon Agreement with respect to Elavon’s data use.

PSA 10.2 See paragraph 12 of the Government Addendum to the Elavon Agreement for Elavon’s infringement indemnity.

PSA 10.3 Add nationally recognized overnight carriers as a method for notice delivery.

Delete the last sentence, as Elavon does not accept legal notices by email.

PSA 10.9 Elavon agrees to comply with the Prevailing Wage Laws to the extent applicable.

Attachments: Elavon Government Application and Addendum

Exhibit 1
5:

Contract for Deposit of
Public Funds
358

SERVICESDEPOSIT

PROCESSRETURNED ITEM

OF DEPOSITSAVAILABILITY

PAYPOSITIVE ACH SERVICES RECONCILIATION TRANSFER FILE INVESTMENTS OVERNIGHT ECR MERCHANT SERVICES E-PAYMENT RECOVERY DISASTER RESOLUTION DISPUTE EXHIBITS

CONTRACT FOR DEPOSIT OF

PUBLIC FUNDS
[California – Inactive and Active]
Depository: BMO Bank, N.A.

Local Agency:

Agent of Depository:

Security Safe keeper:

Depository’s Net Worth as of
Depository’s Paid-up Capital and Surplus:

Depository’s Most Recent CRA Rating:

Effective Date of this Agreement:

This Contract for Deposit of Public Funds (“Agreement”) is made by and between BMO Bank, N.A. (“Depository”) and Treasurer of the local agency named above (“Agency”) on behalf of the Agency with respect to the Agency’s deposit of funds with Depository. This Agreement, supplements the applicable Deposit Account Disclosure and Safe Deposit Box Rental Agreement Terms and Conditions, Schedule of Fees and Charges for Business Deposit Accounts, current Rate Sheet, the Agency’s signature card and other addenda that may be provided to you with reference to the Agency’s deposit accounts as those documents are added to, deleted from or otherwise amended from time to time (“Account Agreement”). Any inconsistency between this Agreement and the Account Agreement shall be controlled by this Agreement.

Depository and Agency agree, as follows:

1. Governing law. This Agreement is entered into pursuant to California Government Code Title 5, Division 2 (the “Code”). (Note: all sections referenced in this Agreement shall be to the California Government Code).

2. Agency Representations. Agency has determined that the deposit accounts and services contracted for in the Account Agreement and covered in this Agreement are to the public advantage. The person(s) executing this Agreement on behalf of Agency represent and warrant that: (a) they are authorized by the Agency and under applicable law to bind the Agency to this Agreement; (b) no further approval by any other person, board or governing body is required to make this Agreement effective and binding on the Agency; and (c) Agency’s funds may be deposited with Depository in accordance with this Agreement.

3. Depository Representations. Depository represents and warrants that its net worth and latest Community Reinvestment Act rating are as set forth at the top of this Agreement.

4. Interest. Interest shall accrue on interest-bearing accounts maintained by Agency at the rate set forth in Agency’s Account Agreement with Depository. If Depository does not have a system that can accrue interest on a 360-day basis for inactive deposits, Depository may increase the rate of interest on the account so that the interest yield is equivalent to an account where interest is calculated on a 360-day basis. Interest shall be paid quarterly or more frequently, as set forth in the Account Agreement.

5. Expenses. Unless otherwise agreed by the parties: (a) Depository shall bear the expense of transportation of eligible securities maintained as collateral to and from the designated Agent of the Depository; (b) Agency shall bear the expense of transportation of funds to and from Depository; and (c) Depository shall handle, collect, and pay checks, drafts, and other exchange for the fees set forth in the Account Agreement between Depository and Agency.

6. Other Deposit Terms. Each deposit shall be subject to the terms of the Account Agreement between Depository and Agency.

7. Deposits. At the time of each deposit, Depository will issue a receipt to Agency. Each deposit shall be subject to the terms of this Agreement and the Account Agreement, which shall state if and when interest is to be paid, the rate of interest, the duration of the deposit, and the terms of withdrawal.

8. Security for Deposits; Waiver of Security for Deposits Insured by Federal Law; Authorization to Collateralize Deposits with Letters of Credit Issued by the Federal Home Loan Bank of San Francisco. Depository shall at all times maintain the required amount of eligible securities with the Agent of Depository named above to secure the deposits of the Agency, in accordance with the Code. The Agent of Depository is authorized to place such securities for safekeeping with the bank named above as “Security Holder” or with any Federal Reserve Bank or branch thereof or with any other Approved Agents of Depository, in accordance with Section 53659.

Pursuant to Section 53653, Treasurer waives security for the portion of any deposits that is insured pursuant to federal law. Treasurer also waives security for the interest accrued on the deposits which, when added to the local agency deposits, would cause the sum of the interest and deposits to exceed the maximum amount insured pursuant to federal law, provided the interest is computed by the depository on the average daily balance of the deposits, paid monthly and computed on a 360-day basis.

Treasurer consents that Depository is hereby authorized to collateralize the deposits of the agency with letters of credit issued by the Federal Home Loan Bank of San Francisco provided those letters of credit comply with Section 53651.6.

Depository may add, substitute or withdraw securities being used as security for deposits in accordance with Section 53654. Depository shall not interchange classes of security, as defined in Section 53632.5, without the prior written approval of Treasurer.

Depository shall have and hereby reserves the right to collect interest on the securities maintained as collateral, except in cases where the securities are liable to sale or are sold or converted in accordance with the provisions of California Government Code §53665.

9. Default by Depository. If Depository fails as an institution or fails to pay all or part of the deposits of the Agency secured by pooled securities in accordance with this Agreement and upon the demand of Treasurer or any other authorized official, Treasurer will send written notice to the Administrator of Local Agency Security of the State of California (the “Administrator”), who shall draw on any applicable letter of credit and/or convert into money any securities necessary to cover (a) the deposits of the Agency, (b) any accrued interest, and (c) the reasonable expenses of the Administrator, which shall be distributed and used by the Administrator, as provided in Section 53665 of the Code. If the Administrator determines that a security is not qualified to secure public deposits, Depository will substitute other securities to comply with the requirements of this Agreement.

Upon notice to Treasurer from the Administrator, Treasurer may withdraw deposits in the event the Depository fails to pay the assessments, fines, or penalties assessed by the Administrator or may withdraw authorization for the placement of pooled securities in an agent of depository in the event the Agent of Depository fails to pay the fines or penalties assessed by the Administrator.

10. Compliance. Subject to Section 53648 and applicable federal law, the parties shall comply in all respects with the provisions of the Code and other applicable provisions of law.

11. Electronic Record; Counterpart. This Agreement may be in the form of an Electronic Record and may, if Depository has expressly agreed with you to accept Electronic Signatures, be executed using Electronic Signatures (including manually executed paper documents that are sent by facsimile, .pdf or other electronic means), which shall be considered an original and shall have the same legal effect, validity and enforceability as an original paper record. For purposes hereof, each of the terms “Electronic Record” and “Electronic Signature” has the respective meaning assigned to it in 15 USC §7006 (as the same may be amended from time to time).

This Agreement may be executed in one or more counterparts, including both paper and electronic counterparts, but all such counterparts shall constitute one and the same agreement.

12. Termination. Either party may terminate this Agreement as to future deposits by providing 30 days prior written notice to the other party.

Date: ________________ Agency: _____________________________________________________ By: _________________________________________________________ Name/Title: ___________________________________________________ Date: ________________ Depository: BMO Bank, N.A.

By: __________________________________________________________ Name/Title: ____________________________________________________

Exhibit 16:

Sample Online Banking for
Business Reports
362

SERVICESDEPOSIT

PROCESSRETURNED ITEM

OF DEPOSITSAVAILABILITY

PAYPOSITIVE ACH SERVICES RECONCILIATION TRANSFER FILE INVESTMENTS OVERNIGHT ECR MERCHANT SERVICES E-PAYMENT RECOVERY DISASTER RESOLUTION DISPUTE EXHIBITS

BMO Online Banking for Business
Sample Reports
| Treasury & Payment Solutions

BMO Online Banking for Business
Sample Reports
©2025, BMO Financial Group, All Rights Reserved. 1 | Page Each report displays data for the accounts and dates you select. You can obtain near real-time balance and activity reports for an unlimited number of BMO accounts, automate your reporting procedures, and retrieve account history through tools that support your Account Information management.

Every report has its own Generate and Customize buttons for quick access to these functions.

The Date Range column lets you select the timeframe of the report, and the Custom Range option lets you choose dates ‘From and To’ in a calendar picker.

Use the search bar to seek reports by name or type.

BMO Online Banking for Business
Sample Reports
©2025, BMO Financial Group, All Rights Reserved. 2 | Page Users can edit the report name, description, and type within the Customize page/function.

Date, Account & Transaction Details, Display Details, and Sorting & Filtering are expandable to aid the user from having to scroll down.

Sample reports are provided on the following pages.

BMO Online Banking for Business
Sample Reports
©2025, BMO Financial Group, All Rights Reserved. 3 | Page Detail Report:

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Sample Reports
©2025, BMO Financial Group, All Rights Reserved. 4 | Page Summary Report:

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Sample Reports
©2025, BMO Financial Group, All Rights Reserved. 5 | Page

BMO Online Banking for Business
Sample Reports
©2025, BMO Financial Group, All Rights Reserved. 6 | Page Reconciliation Report:

BMO Online Banking for Business
Sample Reports
©2025, BMO Financial Group, All Rights Reserved. 7 | Page Reconciliation Report – Virtual Account:

BMO Online Banking for Business
Sample Reports
©2025, BMO Financial Group, All Rights Reserved. 8 | Page Sample Sweep Report:

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©2025, BMO Financial Group, All Rights Reserved. 9 | Page Cash Position Report:

BMO Online Banking for Business
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©2025, BMO Financial Group, All Rights Reserved. 10 | Page Wire Reports:

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©2025, BMO Financial Group, All Rights Reserved. 11 | Page

BMO Online Banking for Business
Sample Reports
©2025, BMO Financial Group, All Rights Reserved. 12 | Page

BMO Online Banking for Business
Sample Reports
©2025, BMO Financial Group, All Rights Reserved. 13 | Page ACH Reports
Reporting is an important part of using the ACH service; reports provide access to critical information for auditing and tracking payments. A series of standard reports are included with the ACH service to help customers track their Automated Clearing House transactions. It is important to note, these reports are not automatically setup, and they must be requested.

REPORT NAME
STD = Standard
OPT = Optional

DESCRIPTION
STD Return/ Redistribution
Report
Details about return items, Notification of Changes (NOCs) and redeposits are reported in the window in which the items were received by the Fed. You may receive up to three reports/files during each day. If elect to receive a Nacha formatted file, we can concatenate the files and send them at one time if you prefer.

Why is it important? Notifies you of returned items and NOCs that require immediate attention.

Timing: This report is usually generated within 1-2 days the settlement date. If elect to receive a Nacha formatted file, we can concatenate the files and send them at one time if you prefer.

STD Deletion/Reversal
Report
This report provides notification that an item, batch or file was deleted or reversed.

Why is it important? Notifies you of deleted or reversed batch file(s).

Timing: This report is usually generated during our end of day processing. You will receive the report the morning after the file has been sent.

STD NOC Manager Report
This report contains a list of all Notifications of Change (NOCs) that have been created for the past month, as well as a list of transactions BMO corrected on your behalf to ensure successful posting at the receiving financial institution without issue.

Why is it important? Nacha rules require NOCs to be corrected within 6 banking days or before the next initiated payment. Not making the correction can result in Nacha violations and potential fines. To avoid the violations and fines, BMO implemented a tool to make the corrections on your behalf for a fee. The initial NOC is reported on the Return/Redistribution report for you to make the correction, but if you miss that report, our tool will make the correction(s). It provides the details for you to apply the corrections to your future payments to the recipient.

Timing: This report is generated after month end.

BMO Online Banking for Business
Sample Reports
©2025, BMO Financial Group, All Rights Reserved. 14 | Page

REPORT NAME
STD = Standard
OPT = Optional

DESCRIPTION
OPT ACH Acknowledgment
Report
This report confirms total debits, credits, number of batches received by BMO.

Why is it important? Confirms file(s) transmitted to BMO and associated tallies.

Timing: This report is usually generated within minutes of receiving the file.

OPT Settlement Advice
Report
This report illustrates settlement totals for a given day.

Why is it important? Provides a record of all transactions settled on a given day. This report will compile all transactions from all files into one report.

Timing: This report is usually generated at the end of the settlement day. Customer will receive the report the morning after the file has been settled.

OPT Origination Summary
Report
Displays the entry descriptions for all of your transaction types.

Why is it important? Confirms transactions sent in multiple batches into a single file and displays the totals for each batch BMO processed. This report is useful when reconciling account activity.

Timing: This report is usually generated during our end of day processing. You will receive the report the morning after the file has been sent.

OPT Collection Exception
Report
Lists all exceptions (BMO rejections) on the date submitted.

Why is it important? Provides timely notification of exceptions so you can adjust and resubmit files right away.

Timing: This report is generated on the day the file is submitted (note this report cannot be delivered via Electronic Report Delivery) OPT PEP+ Payment
Authorization Report
This report provides information about rejected payments received against your account if you are using Block, Electronic Payment Authorization/debit filters (EPA) or ACH Positive Pay.

Why is it important? Provides timely notification of rejected payments so you can make the appropriate arrangements or changes.

Timing: This report is generated in the window that the payment was returned. There are three processing windows throughout the day.

The last window is 8 p.m. CT, which is the window that un-decisioned ACH Positive Pay items will be returned.

BMO Online Banking for Business
Sample Reports
©2025, BMO Financial Group, All Rights Reserved. 15 | Page

REPORT NAME
STD = Standard
OPT = Optional

DESCRIPTION
OPT Settlement Detail Report
This report assists in the reconciliation of your ACH batch settlements that are posted into your account.

Why is it important? Provides a breakdown of individual entries within the batch and return/chargebacks.

Timing: This report is delivered to you as a text file via file transmission through OpenText’s secure mailbox by 10:30 p.m. CT (note this report is not available for those with a Prefunding Deluxe setup).

BMO Online Banking for Business
Sample Reports
©2025, BMO Financial Group, All Rights Reserved. 16 | Page

BMO Online Banking for Business
Sample Reports
©2025, BMO Financial Group, All Rights Reserved. 17 | Page

BMO Online Banking for Business
Sample Reports
©2025, BMO Financial Group, All Rights Reserved. 18 | Page

BMO Online Banking for Business
Sample Reports
©2025, BMO Financial Group, All Rights Reserved. 19 | Page

Exhibit 1
7:

Merchant Card Services
Sample Government
Agreement
383

SERVICESDEPOSIT

PROCESSRETURNED ITEM

OF DEPOSITSAVAILABILITY

PAYPOSITIVE ACH SERVICES RECONCILIATION TRANSFER FILE INVESTMENTS OVERNIGHT ECR MERCHANT SERVICES E-PAYMENT RECOVERY DISASTER RESOLUTION DISPUTE EXHIBITS

1 USA-GOV-ELV-1025

N E W A P P L I C A T I O N - G O V E R N M E N T / I N S T I T U T I O N A L 1 COMPANY INFORMATION
DBA NAME: CONTACT NAME: DBA ADDRESS TYPE: DBA ADDRESS1 (NO PO BOX):

DBA ADDRESS 2:

CITY: STATE: ZIP CODE: DBA PHONE #: DBA FAX #:

EMAIL ADDRESS: MOBILE PHONE #:

DATE FOUNDED:

IS THE COMPANY’S HIGHEST REVENUE, EXPECTED HIGHEST REVENUE OR HIGHEST SALES VALUE, GENERATED FROM THE SALE OR COMBINED SALE OF FIREARMS, CIP EXEMPTION: FIREARM ACCESSORIES, OR AMMUNITION WITHIN THE STATE OF CA, CO OR NY? 2 OTHER ADDRESS (IF DIFFERENT THAN ABOVE)

MAILING SHIPPING SEE ALSO SPECIAL INSTRUCTIONS (MORE THAN ONE OPTION MAY BE SELECTED) LOCATION NAME: PHONE #:

CONTACT: FAX #:

ADDRESS: CITY: STATE: ZIP CODE: STATEMENTS/ RETRIEVALS /CHARGEBACKS STATEMENTS: DBA OR MAILING AUTO SEND: YES NO (CHAIN COMPANIES ONLY – MUST INCLUDE CHAIN SET UP FORM) RETRIEVALS: ONLINE CASE MANAGEMENT (OCM) OR EMAIL TO: OR FAX TO: DBA MAILING OR MAIL TO: DBA MAILING CHARGEBACKS: ONLINE CASE MANAGEMENT (OCM) OR EMAIL TO: OR FAX TO: DBA MAILING OR MAIL TO: DBA MAILING 3 CONTACT INFORMATION (AUTHORIZED REP)
OFFICER MANAGER AUTHORIZED REPRESENTATIVE OTHER: FIRST NAME: MN: LAST NAME: TITLE: US PERSON: EMAIL ADDRESS: CONTACT ADDRESS (NO PO BOX): ADDRESS TYPE: CITY: STATE: ZIP CODE: DOB: CONTACT PHONE #:

INDIVIDUAL ID EXEMPTION CLASS: GOVERNMENT FEDERAL STATE LOCAL (POLITICAL SUBDIVISION OF A US STATE)

OTHER COMPANY INFORMATION
AVERAGE SALE AMOUNT: $ CARD PRESENT 100% OMNI COMMERCE (MUST TOTAL 100%) HIGH SALE AMOUNT: $ CARD NOT PRESENT 100% CARD PRESENT % NUMBER OF HIGH SALES TRANSACTIONS ANNUALLY: INTERNET 100% CARD NOT PRESENT* % TOTAL MONTHLY VISA/MC/AMEX/DISC/UNIONPAY SALES: $ OMNI COMMERCE INTERNET * % ANNUAL TOTAL REVENUE: (CASH, CHECK, CARD) $ INTERNET: PRODUCT WEBSITE:

INTERNET: “CONTACT US” EMAIL:

INDUSTRY TYPE: DESCRIPTION OF PRODUCT/SERVICES OFFERED: SPECIAL PROGRAM MCC ONLY: *CUSTOMER SERVICE PHONE # AND PREVIOUS PROCESSOR REQUIRED BELOW WHEN DOES THE CUSTOMER RECEIVE THE PRODUCT OR SERVICE?
IF NOT SAME DAY, # OF DAYS (INCLUDE SHIPPING TIME FRAME) CUSTOMER SERVICE PHONE #:

PREVIOUS PROCESSOR:

IF SEASONAL, PLEASE CHECK MONTHS CLOSED BELOW. (CUSTOMER MUST CONTACT CUSTOMER SERVICE TO DEACTIVATE AND REACTIVATE ACCOUNT)

JANUARY FEBRUARY MARCH APRIL MAY JUNE

JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER

BANK ACCOUNT (CHECKING ACCOUNTS ONLY)
DEPOSIT BANK NAME: ABA/ROUTING #: DDA ACCOUNT #:

BILLING/CHARGEBACK BANK NAME (IF DIFFERENT): ABA/ROUTING #: DDA ACCOUNT #:

CHARGEBACK BANK NAME (IF DIFFERENT THAN BILLING): ABA/ROUTING #: DDA ACCOUNT #:

FUNDING OPTIONS: MONTHLY FEE $ TAPE ID (OPT):

2 CARD ACCEPTANCE (PLEASE CHECK EACH CARD YOU WISH TO ACCEPT) PRICING CATEGORY

ALL VISA/MASTERCARD/AMEX/UNIONPAY/DISCOVER (JCB, DI)/WITH PIN DEBIT ALL VISA/MASTERCARD/AMEX/UNIONPAY/ DISCOVER (JCB, DI)

VISA CREDIT VISA DEBIT MC CREDIT MC DEBIT DISCOVER (JCB, DI) UNIONPAY AMEX PIN DEBIT RETAIL RESTAURANT

LODGING

SUPERMARKET MO/TO / INTERNET ARU

OMNI COMMERCE
(TIERED & EICP ONLY)

PRICING INFORMATION FEES
PRICING PROGRAM: (FIXED ONLY) VISA/MASTERCARD/UNIONPA

Y/DISCOVER CARDS
(JCB, DI,)
AMERICAN EXPRESS OPT BLUE PIN DEBIT** APPLICATION $
RATE* PER ITEM* RATE PER ITEM RATE PER ITEM INSTALLATION/TRAINING $ TIERED QUALIFIED % $ % $ % $ REPORTING & SUPPORT PACKAGE (PER MONTH) $ MID QUALIFIED % $ % $ MONTHLY MINIMUM $
NON-QUALIFIED % $ % $ CHARGEBACK (PER OCCURRENCE) $
STANDARD % $ % $ RETURN ITEM/NSF (PER OCCURRENCE) $
OPT. CHECK CARD SPRMKT QPS/SMALL TKT RUSH SHIPMENT $
% $ STATEMENT: ELECTRONIC OR PAPER OPT. REWARDS % $ $ MONTHLY STATEMENT MAILING (PAPER STATEMENTS ONLY)
OPT. COMMERCIAL CARD % $ OTHER: $
INTERCHANGE PLUS % $ % $ % $ OTHER: $
PIN DEBIT ENABLEMENT SERVICE FEE $ ENHANCED IC PLUS
CHECK CARD QUALIFIED % $
QUALIFIED % $ % $ % $
REWARDS QUALIFIED % $ AUTHORIZATIONS
MID QUALIFIED % $ % $ VISA (PER AUTH) $ VOICE - ARU (PER AUTH) $ COMMERCIAL NON-QUALIFIED % $ MASTERCARD (PER AUTH) $ VOICE OPERATOR (PER AUTH) $ NON-QUALIFIED % $ % $ DISCOVER (PER AUTH) $ VOICE - AVS (PER AUTH) $ FIXED - PRICING PGM: % $ % $ UNIONPAY (PER AUTH) $ VOICE BANK REF (PER AUTH) $ *RATES ARE FOR ALL CARD ACCEPTANCE TYPES SELECTED. ALL CARD BRAND ASSESSMENTS WILL BE PASSED THROUGH AT COST. **THE COST OF ACCEPTANCE FOR PIN DEBIT WILL BE OPTIMIZED WHEN APPLICABLE. AMEX OPT BLUE (PER AUTH) $ PIN DEBIT (PER AUTH) $ SECURITY PROGRAMS INTERNATIONAL CARD HANDLING FEE (RATE): (CHARGED ON VISA, MC, DISCOVER, AMEX) % SECURITY PROGRAM: Monthly (PCI/SAFET) PROGRAM DISCOUNTED FEE: $
AUTHORIZATION PRICING PROGRAM: (PCI/SAFET) PROGRAM STANDARD FEE: $ Please see additional disclosures in the Company Representations and Certification section.

OTHER CARD TYPES EXISTING
AMEX SE # (10 DIGITS): PER AUTH: $
TOKENIZATION SERVICE EXISTING RID: EBT SE # (7 DIGITS): PER AUTH: $ TOKENIZATION SERVICE FEE (PER OCCURRENCE): $ OTHER: SE #: PER AUTH: $ TOKENIZATION PLATFORM FEE (MONTHLY): $
TOKENIZATION SAVINGS: %
USA-GOV-ELV-1025
100
100

12.99 40
35 20
20 0.85

0.85 0.85

0.85 0.60
PCI Basic
25 124.99

3 POINT OF SALE (EQUIPMENT OR SOFTWARE)
NETWORK: ELAVON OTHER A THIRD PARTY INTEGRATOR WILL BE USED FOR IMPLEMENTATION: VAR SERVICE PROVIDER (HOSTED): VAR (DISTRIBUTED): VENDOR: PRODUCT: VERSION: # OF TIDS TID TYPE OMNI ONLY: # OF TIDS TID TYPE OMNI ONLY: PURCHASE/SETUP SOFTWARE/WIRELESS QTY POS DESCRIPTION ITEM CODE

TID TYPE OMNI ONLY

TERMINAL ENCRYPT OWNS

TERMINAL CONNECTION TYPE REPROG
FEE

PER UNIT PRICE PER UNIT ANNUAL FEE PER UNIT MONTHLY FEE PER UNIT PER AUTH FEE $ $ $ $ $
$ $ $ $ $
$ $ $ $ $
$ $ $ $ $
$ $ $ $ $
$ $ $ $ $
ALL APPLICABLE STATE AND LOCAL TAXES WILL BE APPLIED. SALES TAX EXEMPT Elavon and Member have no responsibility for, and shall have no liability to Company in connection with, any hardware or software, or any related services, Company receives under a direct agreement (including any sale, warranty or end-user license agreement) between Company and a third party, including any Value Added Servicer, even if Elavon collects fees or other amounts from Company with respect to such hardware, software or services.

ADDITIONAL POS
SERVICES: DESCRIPTION SETUP FEE ANNUAL FEE MONTHLY FEE PER AUTH FEE $ $ $ $
$ $ $ $
SOFTWARE/WIRELESS RENTAL EQUIPMENT: QTY POS DESCRIPTION ITEM CODE TID TYPE OMNI ONLY

TERMINAL CONNECTION TYPE MONTHLY RATE PER UNIT ANNUAL FEE PER UNIT MONTHLY FEE PER UNIT PER AUTH FEE $ $ $ $
$ $ $ $
$ $ $ $
$ $ $ $
$ $ $ $
$ $ $ $
Rentals may result in paying more for the equipment over time as compared to purchasing. Rental equipment may be new or used and is dependent on inventory available at time of order. All used equipment is inspected and refurbished upon return before being re-deployed. Rentals are month to month and may be terminated at any time by Company. Additional provisions around the use of rental equipment can be found in the Equipment Chapter of the Operating Guide: a link to the Operating Guide can be found in Section 4 of this application, below.

TERMINAL PROGRAMING INSTRUCTIONS (DO NOT USE FOR CONVERGE – THIS INFORMATION IS COVERED DURING TRAINING) RETAIL (AUTO CLOSE DEFAULT) QUICK CLOSE STORE AND FORWARD NO SIGNATURE CONTACTLESS (+ NO SIGNATURE)

RESTAURANT (QUICK CLOSE DEFAULT) TIP FUNCTION (DEFAULT) FINE DINING TAB FUNCTION

CARD NOT PRESENT (AUTO CLOSE DEFAULT) QUICK CLOSE

LODGING (QUICK CLOSE DEFAULT) QUICK STAY

SEMI INTEGRATED
CUSTOM PROMPTS: TERMINAL AUTO CLOSE (RTL, MOTO) TIME ZONE CASH BACK PIN DEBIT (RTL): $ (MAX) CUSTOM FOOTER: NO TIP (REST) NO SERVER PROMPT (REST) CLERK PROMPT (RTL) TIP FUNCTION WAITER (RTL) TIP FUNCTION CASHIER (RTL) TRAINING (DEFAULT = TRAINING REQUIRED): NO TRAINING

REPORTING TOOLS
ONLINE CASE MANAGEMENT MONTHLY FEE $ SET UP FEE $ # USERS SET UP TYPE (CHECK ONE) MID CHN ACS MONTHLY FEE $ SET UP FEE $ REMOTE ID

OTHER VAS
3D Secure Per Occurrence: $ TALECH TAP TO PAY (TALECH SAAS REQUIRED) USA-GOV-ELV-1025

4 ELECTRONIC CHECK AND ACH PROCESSING AND SERVICE OPTIONS ANNUAL CHECK VOLUME: $ MAXIMUM CHECK AMOUNT: $
AVERAGE CHECK AMOUNT: $ MONTHLY MINIMUM: $
ECS- PAPER CHECK CONVERSION ACH ECHECK – CARD NOT PRESENT (CNP) PROCESSING OPTIONS: PROCESSING OPTIONS: POP – POINT OF PURCHASE ARC – ACCOUNTS RECEIVABLE CONVERSION
BOC – BACK-OFFICE CONVERSION
CONCURRENT ENROLLMENT (INCLUDES: WEB, TEL, PPD AND CCD) = XNP

INDIVIDUAL ENROLLMENT - CHOOSE ONE (ONE PER MID)
WEB – INTERNET INITIATED ENTRIES
TEL/IVR – TELEPHONE INITIATED ENTRIES
PPD – PREARRANGED PAYMENT ENTRIES CCD – CORPORATE TO CORPORATE ENTRIES CONVERGE SETUPS WILL BE CONCURRENTLY ENROLLED IN ALL PRODUCT TYPES = XNP SERVICE: SERVICE: CONVERSION WITH GUARANTEE
DISCOUNT RATE: % PER TRANSACTION: $

ACH-ECHECK WITH VERIFICATION
PER TRANSACTION: $
PER RETURN TRANSACTION: $

CONVERSION WITH VERIFICATION OR CONVERSION ONLY
PER TRANSACTION: $
PER RETURN TRANSACTION: $

ACH-ECHECK CONVERSION ONLY
PER TRANSACTION: $
PER RETURN TRANSACTION: $

OTHER ECS CHECK CONVERSION SERVICE REQUESTS
PROMPTS FOR DRIVER’S LICENSE NUMBER, STATE OF LICENSE ISSUANCE AND TELEPHONE NUMBER (REQUIRED FOR GUARANTEE SERVICE)

ACH-ECHECK QUESTIONNAIRE

1. What types of payments will you accept using ACH-Echeck (e.g., utility bill payments, monthly rent payments, monthly billing for general services)?

2. Will you obtain authorization from your customers prior to accepting an ACH entry in accordance with the ECS MOG (e.g., orally via telephone for tel/ivr, or in writing for ppd)? Yes No

3. Will you verify and authenticate the identity of your customers in accordance with the ECS MOG prior to initiating ACH entries for those customers (e.g., by obtaining a customer’s name, address and telephone number or using a database to verify the accuracy of the information provided by customer)? Yes No

4. Will you offer ACH-Echeck to existing or new customers? Existing New

5. Will you maintain and disclose to your customers procedures for cancelling an authorization? Yes No

6. Will you ensure that information regarding each transaction authorization entered by a customer and/or your service representative is accurate and not a duplicate transaction? Yes No

MASS TRANSIT SERVICES
MASS TRANSIT FEE: $
A MASS TRANSIT FEE INCLUDES ANY OF THE FOLLOWING: CONTACTLESS TAPS, INITIAL VALIDATIONS OR AUTHORIZATIONS, DEFERRED AUTHORIZATIONS, DEBT RECOVERY AUTHORIZATIONS, AND REFUND/CREDIT AUTHORIZATIONS. FOR THE AVOIDANCE OF DOUBT, INTERCHANGE AND ASSESSMENT FEES ARE NOT INCLUDED IN THE MASS TRANSIT FEE LISTED ABOVE.

USA-GOV-ELV-1025

5 CONVENIENCE FEE AND GOVERNMENT/PUBLIC INSTITUTION SERVICE FEES (GPISF)

CONVENIENCE FEE SERVICES PROGRAMS GPISF SERVICES PROGRAMS (CHECK ALL THAT APPLY, BUT ONLY IF COMPANY ELECTS GPISF ASSESSMENTS: COMPANY-MANAGED SERVICE FEE4 CONVENIENCE FEE FUNDING MODEL (CHECK ONE): COMPANY-MANAGED WITH ELAVON POS DEVICES/SERVICE FEE TERMINALS5 COMPANY MANAGED CONVENIENCE FEE1 ELAVON-MANAGED SERVICE FEE6 ELAVON MANAGED CONVENIENCE FEE2 PARTNER MANAGED SERVICE FEE7 PARTNER MANAGED CONVENIENCE FEE3 CARD ACCEPTANCE (CHECK ALL THAT APPLY):

PAYMENT TRANSACTION TYPES POINT OF SALE INTERNET CREDIT (CHECK ALL THAT APPLY): IVR OTHER: VISA MASTERCARD DISCOVER AMERICAN EXPRESS PS GPISF SERVICES PROGRAMS (CHECK ALL THAT APPLY, BUT ONLY IF COMPANY ELECTS GPISF ASSESSMENTS: SIGNATURE DEBIT (CHECK ALL THAT APPLY): MASTERCARD GOVERNMENT AND EDUCATION PAYMENT PROGRAM

VISA GOVERNMENT AND EDUCATION PAYMENT PROGRAM

AMERICAN EXPRESS GOVERNMENT AND EDUCATION PAYMENT PROGRAM

DISCOVER GOVERNMENT AND EDUCATION PAYMENT PROGRAM

VISA MASTERCARD DISCOVER
PIN-BASED DEBIT TRANSACTION TYPES: ACH (VIA ELECTRONIC CHECK SERVICES) FEDERAL INCOME TAX GOVERNMENT FEES

STATE INCOME TAX REAL ESTATE PROPERTY TAX

BUSINESS TAX OTHER TAX

TUITION OTHER EDUCATION EXPENSES
ELAVON PRODUCT SUPPORTING ELAVON-MANAGED CONVENIENCE FEE ASSESSMENT TO BE USED BY COMPANY (CHECK ALL THAT APPLY):

PAYCENTRIC BILL PAY SERVICES (ADDITIONAL ENROLLMENT FORM REQUIRED): COMPANY PROPRIETARY SOLUTION OR VALUE-ADDED SERVICER OTHER: PAYMENT TYPES FOR GPISF ASSESSMENT (NOT ALL PAYMENT TYPES ARE SUPPORTED FOR ALL PROGRAMS) (CHECK ALL THAT APPLY, BUT ONLY IF COMPANY ELECTS GPISF ASSESSMENT):

CREDIT – (CHECK ALL THAT APPLY):

VISA – ELIGIBLE MCCS: 8211, 8220, 8244, 8249, 9211, 9222, 9311, 9399 CONVENIENCE FEE PRICING: MASTERCARD – ELIGIBLE MCCS: 8211, 8220, 8299, 9211, 9222, 9223, 9311, 9399,9402

DISCOVER (AVAILABLE IF ELAVON-ACQUIRED)
AMERICAN EXPRESS PS – ELIGIBLE MCCS: 8211, 8220, 8244, 8249, 9211, 9311, 9399, 9222 CONVENIENCE FLAT FEE AMOUNT: $
CONVENIENCE FEE %: (MASTERCARD, DISCOVER & ACH PROGRAMS ONLY) SIGNATURE DEBIT – (CHECK ALL THAT APPLY) IMPLEMENTATION FEE (IF APPLICABLE): $ VISA – ELIGIBLE MCCS: 8211, 8220, 8244, 8249, 9211, 9222, 9311, 9399 MASTERCARD – ELIGIBLE MCCS: 8211, 8220, 8299, 9211, 9222, 9223, 9311, 9399,9402

DISCOVER (AVAILABLE IF ELAVON-ACQUIRED)

ACH (VIA ELECTRONIC CHECK SERVICES)
ELAVON PRODUCT SUPPORTING GPISF ASSESSMENT TO BE USED BY COMPANY (CHECK ALL THAT APPLY):

PAYCENTRIC BILL PAY SERVICES (ADDITIONAL ENROLLMENT FORM REQUIRED): SERVICE FEE TERMINAL COMPANY PROPRIETARY SOLUTION OR VALUE-ADDED SERVICER

SAFE-T SERVICES (ADDITIONAL ENROLLMENT FORM REQUIRED)
OTHER: GPISF PRICING: SERVICE FEE AMOUNT: % OR $
ACH (VIA ELECTRONIC CHECK SERVICES): $
IMPLEMENTATION FEE (IF APPLICABLE): $ 1
“Company-Managed” Convenience Fee means that Company establishes the amount of the Convenience Fee (subject to the requirements of the Agreement and applicable Payment Network Regulations) and retains the Convenience Fee.

Company pays Elavon the per transaction fees as set forth in this application to the Agreement for all Convenience Fee Transactions. 2 “Elavon- Managed” Convenience Fee means that Elavon establishes the amount of the Convenience Fee and retains the Convenience Fee in lieu of Company’s obligation to pay Elavon the per transaction fees as set forth in this application to the Agreement for Convenience Fee Transactions. The Convenience Fee is still charged by Company and included in the overall transaction amount charged to the Cardholder. 3 “Partner- Managed” Convenience Fee means that Sales Partner (a Sales Partner is a registered third party sales organization selling Elavon services) establishes the amount of the Convenience Fee (subject to the requirements of the Agreement and applicable Payment Network Regulations) as set forth in this application to the Agreement. Elavon will retain the Convenience Fee in lieu of Company’s obligation to pay Elavon the per transaction fees as set forth in this application to the Agreement. The Convenience Fee is still charged by Company and included in the overall transaction amount charged to the Cardholder. 4 “Company-Managed” Service Fee means that Company establishes the amount of the GPISF, programs its POS Devices to assess the GPISF, and retains the GPISF (subject to the requirements of the Agreement and applicable Payment Network Regulations). Company pays Elavon the per transaction fees as set forth in this application for all GPISF Transactions. 5 “Company-Managed with Elavon POS Devices/Service Fee Terminals” means that Elavon programs the POS Devices to assess the GPISF established by Company and Company retains the GPISF. Company pays Elavon the per transaction fees as set forth in this application to the Agreement for all GPISF Transactions. 6 “Elavon-Managed” Service Fee means that Elavon establishes the amount of the GPISF, and Elavon charges and retains the GPISF in lieu of Company’s obligation to pay Elavon the per transaction fees and Safe-T Services fees (if Safe-T is chosen above) for GPISF Transactions. 7
“Partner- Managed” Service Fee means that Sales Partner (a Sales Partner is a registered third party sales organization selling Elavon services) establishes the amount of the GPISF (subject to the requirements of the Agreement and applicable Payment Network Regulations) as set forth in this application to the Agreement. Elavon will retain the GPISF in lieu of Company’s obligation to pay Elavon the per transaction fees and Safe-T Services fees (if Safe-T is chosen above) for GPISF Transactions.

USA-GOV-ELV-1025

6 SUBSTITUTE FORM W-9

GOVERNMENT OTHER
LEGAL BUSINESS NAME*: *NAME (OF BUSINESS) AS SHOWN ON YOUR BUSINESS INCOME TAX RETURNS. FOR SOLE PROPRIETORS, THIS SHOULD ALWAYS BE THE OWNER’S NAME. LEGAL BUSINESS ADDRESS (NO PO BOX): OR TIN (EMPLOYER ID #):

CITY: STATE: ZIP CODE: TIN (SOCIAL SECURITY #):
4 COMPANY REPRESENTATIONS AND CERTIFICATIONS
Company Representations and Certifications. By signing below, the applicant company (“Company”) and its representative(s) represent and warrant to Elavon, Inc. (“Elavon” or “member” as applicable), with offices at 7300 Chapman Highway, Knoxville, TN 37920 (collectively, “we” or “us”) that (i) all information provided in this company application (“Company Application”) is true and complete and properly reflects the business and financial condition of Company; and (ii) the persons signing this Company Application are duly authorized to bind Company to all provisions of this Company Application and the Agreement. The signature by an authorized representative of Company on the Company Application, or the transmission of a Transaction Receipt or other evidence of a Transaction to us, shall be the Company’s acceptance of and agreement to the terms and conditions contained in the Agreement including, without limitation, this Company Application, the Terms of Service (“TOS”), the Addendum to the Terms of Service for Government/Institutional Companies attached hereto, and the Operating Guide incorporated herein by this reference and located at our website at https://www.mypaymentsinsider.com/api/file/c/Terms_of_Service_English and https://www.mypaymentsinsider.com/api/file/c/Operating_Guide_English, respectively. If you are accepting electronic payments through Transend Pay you also agree to the Terms and Conditions set out under the Resources tab at https://www.elavon.com/website/transendpay.html, and as subsequently amended in the Operating Guide in the Transend Pay Services Chapter. If Company does not have access to view the TOS or Operating Guide at our website, please contact our customer service center. Notwithstanding any such non-receipt of the TOS or Operating Guide, Company agrees to comply with the Agreement, and all applicable laws, rules, and regulations including the rules and regulations of the Payment Networks, and understands that failure to comply will result in termination of processing services. Capitalized terms shall, unless otherwise defined in this Company Application, have the same meaning ascribed to them in the TOS and Operating Guide.

Company must obtain an Authorization Code via electronic terminal or similar device before completing any transaction. Company understands that an AUTHORIZATION CODE IS NOT A GUARANTEE OF ACCEPTANCE OR PAYMENT OF A TRANSACTION. RECEIPT OF AN AUTHORIZATION CODE DOES NOT MEAN THAT COMPANY WILL NOT RECEIVE A CHARGEBACK FOR THAT TRANSACTION.

Company and its representative(s) authorize us prior to our acceptance of this Company Application and from time to time thereafter, to investigate the business history and background of Company and to obtain credit reports on a periodic basis (i.e. monthly) or at any time or other background investigation reports on Company that we consider necessary to review the acceptance and continuation of this Company Application. Company also authorizes any person or credit reporting agency to compile information to answer those credit inquiries and to furnish that information to us.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. This means we will ask for certain information and identifying documents to allow us to identify you. This Company Application may be signed in one or more counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one and the same Company Application. Delivery of executed counterparts of this Company Application may be accomplished by a facsimile transmission, and a signed facsimile or copy of this Company Application shall constitute a signed original.

PCI Compliance, PCI/SafeT Program Fees. All companies, regardless of Transaction volume, must comply with the requirements of the Payment Card Industry Data Security Standard (“PCI DSS”). Elavon’s monthly (PCI/Safe-T) Program Standard Fee is disclosed in the Fee section of this Application. For clarity, if Company has selected a Safe-T solution, the fee for PCI DSS compliance is included within the (PCI/Safe-T) Program Standard Fee. For ninety (90) days following account approval, Company will be charged the (PCI/SafeT) Program Discounted Fee disclosed in the Fee section of this Application. If Company validates its initial PCI DSS compliance within ninety (90) days after account approval, it will continue to be eligible for the (PCI/SafeT) Program Discounted Fee for the 12 months starting with the month in which it provides validation (e.g., if Company validates compliance in March, it will pay the discounted fee from March through February of the following year). If Company does not validate its initial PCI DSS Compliance within ninety (90) days following account approval, then Company will be required to pay the full, undiscounted (PCI/SafeT) Program Standard Fee until Company validates its annual PCI DSS compliance.

For any time after the ninety (90) days following account approval, if Company validates PCI DSS by the 25th day of a month, Company will be eligible for the (PCI/SafeT) Program Discounted Fee for the 12 months starting with the month of validation (e.g., if Company validates compliance by the 25th of March, it will pay the discounted fee from March through February of the following year). Following the end of each annual PCI DSS compliance validation period, Company will have to the 25th of the following month to validate compliance or Company will be required to pay the full, undiscounted monthly (PCI/SafeT) Program Standard Fee until Company again validates compliance.

American Express Acceptance Program (Acceptance Program). If Company has elected to accept American Express® Transactions (as indicated in the Card Acceptance section of this Company Application), in addition to all other terms of this Agreement, Company agrees to the Acceptance Program terms of the TOS. By signing below or by accepting a Transaction initiated with an American Express® Payment Device, Company expressly authorizes Elavon to submit American Express® Transactions to, and to receive settlement funds from, American Express on Company’s behalf. Company further authorizes Elavon to provide Company’s contact information to American Express, and Company agrees that American Express may use and share such contact information for its business purposes and as permitted by applicable Laws, including to communicate with Company regarding products, services, and resources available to Company’s business. American Express’s use of the email address and mobile phone number provided above is subject to the consent to such use as indicated in Section 1 of this Company Application. Consent to American Express’s use of contact information for such communications may be withdrawn at any time by contacting our customer service center. Even if consent is withdrawn, Company may still receive messages related to important information about Company’s account from American Express. Company or Elavon may terminate Company’s acceptance of American Express® Payment Devices at any time, with or without cause, without affecting Company’s rights and obligations pursuant to the remainder of this Agreement. Company acknowledges that, if at any time Company is no longer qualified to participate in the Acceptance Program, Company may be enrolled in the standard American Express® card acceptance program, which may have different terms and conditions than the Acceptance Program, and Company’s acceptance of American Express® Payment Devices pursuant to this Agreement will be terminated. Company acknowledges that American Express is an intended third-party beneficiary of this Agreement, solely with respect to the terms and conditions applicable to Company’s acceptance of American Express® Payment Devices, and that American Express has the right to enforce such terms and conditions directly against Company.

A PIN Debit Enablement Service Fee will be collected for any Interchange and Assessment savings generated through debit routing on your monthly debit transactions for Interchange Plus customers only. This monthly fee will be calculated from your actual debit transaction volume and will be a percentage of your overall debit cost savings. The PIN Debit Enablement Service Fee collected and the Interchange and Assessment savings will be reflected on your monthly statement.

SIGNATURE: X PRINTED NAME: TITLE: DATE: SIGNATURE: X PRINTED NAME: TITLE: DATE: SUBMITTED BY (INTERNAL USE ONLY) To the best of my knowledge, I certify that the information provided in this Company Application was provided by the Company and is true, complete and accurate. I further certify that the signatures were provided by the Company’s authorized representative.

SALES REP SIGNATURE: X PRINTED NAME: REP ID #: DATE: REP PHONE #: REP EMAIL: SECONDARY REP ID #:

USA-GOV-ELV-1025

1 USA-GOV-ELV-1025 v2

ADDENDUM TO THE TERMS OF SERVICE FOR GOVERNMENT/INSTITUTIONAL COMPANIES The following provisions hereby replace the like-numbered provisions of the Terms of Service (“TOS”) or are hereby inserted or deleted from the TOS, as indicated, for Companies operating under the Agreement. Capitalized terms used and not otherwise defined in this Addendum shall have the meanings ascribed to them in the Agreement or the Operating Guide. 1) Section 4.1 Security Interests is deleted.
2) Section 5.1 Term is deleted and replaced with the following: “Term. Unless terminated as provided below, the Agreement will remain in effect for a period of three years (“Initial Term”) following the date of acceptance of the Company Application by Elavon, which date will be the date upon which the Agreement becomes effective. Thereafter, the Agreement will renew automatically for successive one-month terms (successive six-month terms with respect to Canada) (“Renewal Term”) unless terminated as provided below. If Company processes Transactions beyond the Initial Term or Renewal Term, then the terms of the Agreement will govern such Transaction processing.” 3) Section 5.2(a) is revised to add the following:
“(iv) Company may terminate the Agreement on 60 days’ prior written notice to Elavon if sufficient legislative appropriation is not available.”
4) Section 5.2(b) is deleted and replaced with the following: “By Elavon. Elavon may terminate the Agreement immediately in writing if any of the following occur:
(i) A material adverse change in Company’s financial condition; (ii) The commencement of a Bankruptcy Proceeding by or against Company; (iii) Any representation by Company is false or misleading in any material respect as of the date made, or becomes false or misleading in any material respect at any time during the Term; (iv) Any Payment Network or application of Payment Network Regulations requires Elavon to terminate the Agreement or cease processing Transactions for Company;
(v) Assignment of the Agreement or change of control of Company without Elavon’s written consent; (vi) The levy, garnishment or attachment of the DDA, the Reserve Account, or any of Company’s property in Elavon’s possession;
(vii)Any change, not approved by Elavon, that constitutes a material change in the types of goods or services Company sells or in the methods by which Company sells them, or any change that results in Company’s violation of Elavon’s underwriting policy; or
(viii) If, after Elavon provides 30 days’ written notice, Company has either (1) Chargebacks or Retrieval Requests in excess of 1% of the gross dollar amount of Company’s Transactions or returns in excess of 2.5% of the gross dollar amount of Company’s Transactions, or (2) the acceptance of Card Not Present or Convenience Fee Transactions without proper disclosure to Elavon in the Agreement (including in the Company Application) or an amendment to the Agreement.” 5) Section 7.1. Only if Company elects and is approved for the invoice fee collection model, then the second sentence of Section

7.1 of the Agreement is deleted and replaced with the following:
“Such fees will be calculated once each month for the previous month’s activity. Elavon will send Company an invoice reflecting the fees due, which Company will pay within 30 days of the invoice date. In addition to all other available remedies, Elavon may offset any outstanding or uncollected amounts that are more than 90 days past due from (i) any amounts it would otherwise be obligated to deposit into the DDA and (ii) any other amounts Elavon may owe Company under the Agreement.” 6) Section 7.3 Change of Fees is deleted and replaced with the following: “Change of Fees. Elavon will not amend the fees for the Services for the Initial Term except to pass through to Company increases in interchange, assessments or charges, or increased or new fees imposed by a third party (including a Payment Network).”
7) Section 7.4(b) is deleted and replaced with the following:
“(b) Elavon will charge interest on all uncollected amounts owed to Elavon: (i) as provided in the applicable jurisdiction’s prompt payment act; or (ii) if no such statute applies, then on amounts more than 30 days past due at a rate no greater than the maximum rate of interest permitted under Laws.”
8) Section 7.5 Taxes is deleted and replaced with the following: “Taxes. If applicable, Company will pay all taxes and other charges imposed by any governmental authority on the Services and Equipment provided under the Agreement, excluding any taxes based on Elavon’s property or net income. If Company is a taxexempt entity, Company will provide Elavon with an appropriate certificate of tax exemption.”

2 USA-GOV-ELV-1025 v2
9) Section 9.1(b) Disclosure of Confidential Information is revised to add after the last sentence as follows:
“If Company is subject to an open or public records law, Elavon will comply with the applicable requirements and provide Company with reasonable assistance and information when necessary to enable Company to comply with its disclosure requirements; provided, that Elavon will not be required to disclose information that is not subject to disclosure under applicable Law.”
10) Section 10.1 Audit is deleted and replaced with the following: “Audit. If Elavon or Member reasonably suspects that they are subject to a financial or reputational risk due to Company’s actions or omissions, Company authorizes Elavon and its agents to perform an audit or inspection of Company’s operations and records to confirm Company’s compliance with the Agreement upon reasonable advance notice, during normal business hours, and at Elavon’s expense (unless Elavon reasonably determines based on such audit that Company is not in compliance with the Agreement, in which case Company will bear the cost). Company will obtain and submit a copy of an audit from a third party acceptable to Elavon of the financial, physical security, information security, and operational facets of Company’s business at its expense when requested by Elavon. Further, Company acknowledges and agrees that the Payment Networks have the right to audit Company’s business to confirm compliance with the Payment Network Regulations. Company will maintain complete and accurate records of its performance under the Agreement. Company will execute and deliver to Elavon all documents Elavon reasonably deems necessary to verify Company’s compliance with Section 8.1.” 11) Section 10.2(b) Financial Information is deleted and replaced with the following:
“Financial Information. At Elavon’s request, Company will provide Elavon audited financial statements prepared by an independent certified public accountant selected by Company, or if Company is audited by a governmental authority, then Company will provide financial statements from such governmental authority. Within 120 days after the end of each fiscal year (or in the case of a government entity, when available), Company will furnish Elavon, as requested, a financial statement of profit and loss for the fiscal year and a balance sheet as of the end of the fiscal year, each audited as provided above. Company will also provide Elavon such interim financial statements and other information as Elavon may request from time to time.” 12) Section 13 Indemnification is deleted and replaced with the following four sections: “13(a). Company Responsibilities. As between Company and Elavon, Company will be responsible for, and at its own expense, defend itself against any suits, claims, losses, demands or damages arising out of (i) any sale or provision of goods or services resulting in a Transaction processed under the Agreement; (ii) Company’s breach of the Agreement; (iii) all use of any user ID and password other than by Elavon or Elavon’s third-party contractors; (iv) Company’s or its Service Providers’ gross negligence or willful misconduct; (v) Company’s or its Service Providers’ violation of Laws or Payment Network Regulations; or (vi) any personal injury or real or tangible personal property damage to the extent caused by Company or its Service Providers. Company will not make any claims against Elavon for any liabilities, claims losses, costs, expenses and demands of any kind or nature, arising out of or in connection with any of the foregoing suits, claims, losses, demands or damages. 13(b). Elavon Responsibilities. In addition to Elavon’s obligations in Section 13(c), Elavon will be responsible for and will at its own expense defend itself against any suits, claims, losses, demands or damages arising out of (i) Elavon’s breach of the Agreement; (ii) Elavon’s or its third party contractors’ gross negligence or willful misconduct; (iii) Elavon’s or its third party contractors’ violation of applicable Laws or Payment Network Regulations; (iv) Elavon’s alleged infringement or other violation of a U.S. or Canada patent, copyright or trademark of a third party by the Services in the form delivered or Company’s use thereof; or (v) any personal injury or real or tangible personal property damage to the extent caused by Elavon or its third party contractors. 13(c). Infringement Claims.
(i) Elavon will defend Company and its employees, officers, and agents in connection with claims, actions, demands or proceedings (made or threatened) brought by a third party, and will pay the final award of damages assessed against Company, its employees, officers or agents in a final judgment by a court of competent jurisdiction, including awarded costs, or any amount in settlement or compromise authorized by Elavon in writing, arising out of Elavon’s alleged infringement or other violation of a U.S. or Canada patent, copyright or trademark of a third party by the Services (but not Equipment) in the form delivered or Company’s use thereof (an “Infringement Claim”). (ii) If any part of the Services or the use of the Services becomes, or in Elavon’s opinion is likely to become, the subject of an Infringement Claim, and as a result of such Infringement Claim Company’s use of the Services may be enjoined or interfered with, then Elavon will, at its option and expense, either, and in addition to defending Company and paying the final amount of damages as provided for in this section, (1) obtain a license for Company to continue using the alleged infringing component(s) of the Services; (2) modify the alleged infringing component(s) of the Services to avoid the infringement in a manner that still permits the Services to perform in all material respects in accordance with the Agreement; or (3) replace the alleged infringing component(s) of the Services with compatible, functionally equivalent, and non-infringing component(s). Elavon will use commercially reasonable efforts to accomplish the remedies identified in this section in a manner that minimizes the disruption to Company’s business operations. If Elavon is not able to accomplish the above remedies within a commercially reasonable time frame and on commercially reasonable terms, Elavon may terminate the Agreement upon written notice to Company. Upon such termination, Elavon will promptly refund any fees paid for Services not performed as of the date of termination.

3 USA-GOV-ELV-1025 v2
(iii) Elavon will have no liability for any Infringement Claim to the extent caused by (1) access to or use of the Services other than as specified under the Agreement and the related Documentation, (2) combination or use of the Services with nonElavon products or services (whether or not provided to Company by Elavon), (3) any hardware, devices, software, services or other resources not provided by Elavon, (4) failure or refusal by Company to install, implement or use any Update or correction provided by Elavon, (5) modification or alteration of the Services by anyone other than Elavon without Elavon’s prior written consent, (6) Company’s goods or services, or (7) the negligence, gross negligence or willful misconduct of, or breach of the Agreement by, Company.
(iv) THIS SECTION 13(c) SETS FORTH THE EXCLUSIVE REMEDY OF COMPANY AND THE SOLE AND COMPLETE LIABILITY OF ELAVON WITH RESPECT TO ANY INFRINGEMENT CLAIMS. 13(d). Procedure.
(i) If an Infringement Claim is subject to Elavon’s obligations in Section 13(c) of the Agreement, Company will:
(1) Provide Elavon prompt notice of the Infringement Claim (provided that any delay in notification will not relieve Elavon of its obligations under this Section 13(d) except to the extent that the delay materially impairs its ability to fully defend the Infringement Claim);
(2) Subject to Section 13(d)(ii), give Elavon the right to exercise exclusive control over the preparation and defense of the Infringement Claim, including appeals, negotiations and any settlement or compromise thereof, provided that Elavon will notify Company in writing of its election regarding the assumption of control of the preparation and defense of such Infringement Claim within 15 days following receipt of Company’s written notice of such Infringement Claim, but, in any event, no later than 10 days before the date on which any written response to a complaint, summons, or other legal filing is due; and
(3) Provide such assistance in connection with the defense and settlement of the Infringement Claim as Elavon may reasonably request, at Elavon’s expense. Elavon will not enter into any settlement that imposes any liability or obligation on Company, or contains any admission or acknowledgement of wrongdoing (whether in tort or otherwise), without Company’s prior written consent.
(ii) Company may join in the defense, with its own counsel, at its own expense.” 13) Section 17.2 Jurisdiction and Venue; Governing Law is deleted. 14) Section 17.3 Exclusivity is deleted.
15) Section 17.5 Assignability is deleted and replaced with the following: “Assignability. Company will not assign the Agreement, directly, by operation of law, or by change of control of Company, without Elavon’s prior written consent. If Company nevertheless assigns the Agreement without Elavon’s consent, the Agreement will be binding on both the assignee and Company. Elavon will not transfer or assign the Agreement without the prior written consent of Company, provided that such consent will not be required for (i) the assignment or delegation to an affiliate of Elavon, or (ii) the assignment or delegation to any Person into or with which Elavon will merge or consolidate, or who may acquire substantially all of Elavon’s stock or assets.” 16) Section 17.6 Arbitration is deleted.
17) Section 17.9 Attorney’s Fees and Expenses is deleted. 18) Section 17.12 Amendments is deleted and replaced with the following: “Amendments. Except as otherwise provided in the Agreement, amendments to the Agreement will be in writing and signed by the parties. Notwithstanding the foregoing, Elavon and Member may amend or modify the Agreement, to the extent such changes are required by or attributable to changes in the Payment Network Regulations or other Laws, upon written notice to Company. Elavon or Member will inform Company of such a change in a periodic statement or other written notice, and such change will become effective at least 30 days after the issuance of the notice. Notwithstanding the previous sentence, changes to fees authorized by the Agreement will be effective upon notice to Company, unless a later effective date is provided. Further, Elavon is entitled to pass through to Company any fee increases imposed upon Elavon by Visa, MasterCard, Discover Network, any other Payment Network, and any other third party including telecommunications vendors.” 19) Schedule A, Section 1.6 Jurisdiction and Venue; Governing Law is deleted. 20) Schedule A, Section 1.7 Arbitration is deleted.
21) Schedule B, Section 16 is hereby added:
“16Either Elavon or Company may terminate the ECS services portion of the Agreement at any time upon thirty days’ prior written notice to the other party, and (ii) Elavon may, at its option, transition Company to a new program offered by Elavon that provides services similar to the ECS.”

Exhibit 1
8:

Sample Bank Statement
393

SERVICESDEPOSIT

PROCESSRETURNED ITEM

OF DEPOSITSAVAILABILITY

PAYPOSITIVE ACH SERVICES RECONCILIATION TRANSFER FILE INVESTMENTS OVERNIGHT ECR MERCHANT SERVICES E-PAYMENT RECOVERY DISASTER RESOLUTION DISPUTE EXHIBITS

Sample Bank Statement

Exhibit 1
9:

BMO Sample Account
Analysis Statement and
User's Guide
399

SERVICESDEPOSIT

PROCESSRETURNED ITEM

OF DEPOSITSAVAILABILITY

PAYPOSITIVE ACH SERVICES RECONCILIATION TRANSFER FILE INVESTMENTS OVERNIGHT ECR MERCHANT SERVICES E-PAYMENT RECOVERY DISASTER RESOLUTION DISPUTE EXHIBITS

A Guide to Your
New Account Analysis
Statement
All you need, every month
Your Account Analysis statement is an important tool
in monitoring the cost-eectiveness of your treasury
management services. As you will see in these pages, we give you all the data you need in a simple and accessible format, featuring logical organization and clearly marked summary sections.

If you have access to our Online Banking for Business
service, your statements will also be available online in PDF format and can be downloaded in CSV format for easy manipulation of data. An optional email alert can notify you when your statement is available for viewing or download.

If you have additional questions about your statement
that this brochure does not answer, please contact your Treasury and Payment Solutions S ales Professional or call our Client Service Response Center at 1-877-895-FAST (3278).

Account Analysis Statement

Statement Date January 12, 2020
Analysis Period December 2019
Account C 1234567-890-1
Composite Account 3 Accounts
BMO.

P.O. Box 755
Chicago, Illinois 60690-9520
XYZ Enterprise Corporation
Department
Attn: Tom Treasurer
1234 Main Street
Milwaukee, Wisconsin 53201-0101 Package Nbr 1 (795) C 12345678901 Composite Balance Information
Month Average Ledger
Balance
Average Collected
Balance
Average Negative
Collected Balance
Average Positive
Collected Balance
Reserve Adjusted
Collected Balance
01-19 1,623,530 1,505,445 00.00 1,505,445 1,505,445

02-19 1,178,645 1,486,326 00.00 1,486,326 1,485,326
03-19 1,478,134 1,285,815 00.00 1,285,815 1,284,815
04-19 1,878,526 1,806,281 00.00 1,806,281 1,805,281
05-19 1,379,382 1,044,316 00.00 1,044,316 1,043,316
06-19 1,830,657 1,746,234 00.00 1,746,234 1,745,234
07-19 1,749,187 1,581,639 00.00 1,581,639 1,580,639
08-19 1,019,175 905,293 00.00 905,293 904,293
09-19 1,353,470 1,182,475 00.00 1,182,475 1,181,475
10-19 1,741,202 1,595,821 00.00 1,595,821 1,594,821
11-19 1,729,299 1,568,584 00.00 1,568,584 1,567,584
12-19 1,521,375 1,288,977 00.00 1,288,977 1,288,977
Average 1,540,215 1,382,156 00.00 1,382,156 1,381,323
Composite Compensation Information
Month Earnings
Credit Rate
Earnings
Allowance
Collected
Balance
Required
Excess/(Deficit)
Collected
Balance
Analysis
Based
Charges
Excess/
(Deficit)
Allowance
01-19 0.25% 319.65 18,692,474 (17,187,029) 3,968.95 (3,649.30) 02-19 0.25% 284.86 19,040,903 (18,054,577) 3,651.68 (3,366.82) 03-19 0.20% 218.24 21,453,052 (20,078,566) 3,644.08 (3,425.84) 04-19 0.20% 296.76 22,745,888 (20,939,607) 3,739.05 (3,442.29) 05-19 0.20% 177.22 25,198,481 (24,154,165) 4,280.29 (4,103.07) 06-19 0.20% 286.89 24,899,753 (23,153,519) 4,093.11 (3,806.22) 07-19 0.25% 335.62 20,446,735 (18,865,096) 4,341.43 (4,005.81) 08-19 0.25% 185.81 18,268,493 (17,363,200) 3,753.80 (3,567.99) 09-19 0.25% 250.86 19,737,128 (18,554,653) 4,190.76 (3,939.90) 10-19 0.25% 338.63 19,092,279 (17,496,458) 4,053.84 (3,715.21) 11-19 0.25% 322.11 19,284,410 (17,715,826) 3,962.55 (3,640.44) 12-19 0.25% 273.69 14,393,480 (13,104,503) 3,056.15 (2,782.46) Average 0.23% 267.46 20,271,090 (18,888,933) 3,894.64 (3,620.45) Please contact your Treasury and Payment Solutions Sales Professional or our Client Service Response Center at 1-877-895-FAST (3278). 1 Customer Information
Your company name,
address and account
number appear here,
and you will find the
phone number of our
Client Service Response
Center as well. Look in
this section each month
for important messages
about your account
analysis and treasury
management services.
2 Composite Balance
Information
In addition to standard
balance information,
this section provides
Composite Average
Interest Bearing Balances,
where applicable, which
will help you better
understand each month’s
Collected Balance
calculations.
3 Composite
Compensation
Information
Here are your
compensation details,
clearly organized for easy
review.
2 2
3 1

Account Analysis Statement

XYZ Enterprise Corporation Statement Date January 12, 2020 Analysis Period December 2019
Account C 1234567-890-1
Composite Account 3 Accounts
Composite Settlement Summary
Average Ledger Balance
Less Average Float
Average Collected Balance
$ 1,521,375.00
$232,380.00
1,288,977.00
Average Negative Collected Balance
Average Positive Collected Balance
$0.00
$ 1,288,977.00
Less Average Interest Bearing Balance
Less Reserve Requirement at 0.000%
Reserve Adjusted Collected Balance
$0.00
$0.00
$ 1,288,977.00
14,393,480.00
Analysis Based Charges
Less Earnings Credit Allowance
Net Analyzed Charges
$ 3,056.15
$ 273.69
$ 2,782.46
Fee Based Charges $0.00
Total Charges $ 2,782.46
Total Debited to Account D-12345678901 on January 22, 2020 $ 2,782.46 Composite Activity Summary
Service
Code
AFP
Code
Description Volume Unit
Price
Service
Charges
Collected
Balance Required
Depository Services
General Depository Services
0020 010000 1 300.0000 300.00 1,412,903
5243 150300 Check Rejects 13 0.5500 7.15 33,674
General Depository Services Subtotal 307.15 1,446,577
Investment Sweep Services
2585 450020 Corp Sweep Maintenance Fidelity Funds 1 135.0000 135.00 635,806 6881 450020 Sweep to Loan w/Virtus Insight 1 250.0000 250.00 1,177,419 Investment Sweep Services Subtotal 385.00 1,813,226
Total Depository Services 692.15 3,259,803
Disbursement Services
3603 150030 Positive Pay Maintenance 2 202.5000 405.00 1,907,419 3606 150120 Positive Pay Plan 1,000 0.0900 90.00 423,871 3601 150729 Positive Pay E-mail Alerts 9 10.0000 90.00 423,871 4555 150030 Positive Payee Maintenance 1 225.000 225.00 1,059,677 Disbursement Services Subtotal 810.00 3,814,838
4 Composite Settlement
Summary
This handy snapshot
of the current month’s
balance calculations,
earnings allowance
calculation and fee(s)
summary serves as the
financial narrative at a
glance for the current
billing period.
5 Composite Activity
Summary
This section includes
AFP codes as well as
BMO’s internal billing
codes for all services
used in the current
billing period. Look here
to understand which
volumes have driven
billing costs in the
current statement cycle.
(Please note that prices
and services shown are
examples only.)
3 4
5 Positive Collected Balance Required for Services @ $4,709.68 per $1.00 charge

C 1234567-890-1
Account Analysis Statement

XYZ Enterprise Corporation Statement Date January 12, 2020 Analysis Period December 2019
Account
Composite Account 3 Accounts
Wholesale Lockbox Services
1350 050000 WLBX Maintenance 1 125.0000 125.00 588,710
1352 050109 WLBX Items Processed-Full Image 1,000 0.3600 360.00 1,695,484 2421 050300 WLBX Deposit 20 2.6000 52.00 244,903
3313 100210 Wholesale LBX On-Us 100 0.0200 2.00 9,419
3315 10021Z Wholesale LBX Transit 850 0.0800 68.00 320,258 3317 100219 Wholesale LBX Transit IRD 50 0.14 7.00 32,968 Wholesale Lockbox Services Subtotal 614.00 2,891,742
Online Banking for Business
Balance Reporting
7980 400822 Online User Fee 5 7.0000 35.00 164,839
7984 400440 Balance Reporting Maintenance 1 65.0000 65.00 306,129 7986 400440 Accounts Reported 2 25.0000 50.00 235,484
7993 400661 Previous Day DR/CR Trans 1,000 0.2500 250.00 1,177,419 7989 400444 Same Day CR Detail 2 65.0000 130.00 612,258 7991 400444 Same Day DR Detail 2 65.0000 130.00 612,258 7994 400664 Same Day DR/CR Trans 1,000 0.2800 280.00 1,318,710 Online Banking for Business Subtotal 940.00 4,427,097
Treasury Services Total 3,056.15 14,393,480
Total Analysis Based Charges 3,056.15 14,393,480
Total Fee Based Charges 0.00 0.00
Total Charges for Monthly Cycle 3,056.15 14,393,480
Composite Summary
Account
Information
Reserve Adjusted
Collected
Balance
Collected
Balance
Required
Excess/
(Deficit)
Balance
Total
Charges
Excess/
(Deficit)
Allowance
1234567-890-1 1,000,000.00 11,774,194 (10,774,194) 2,500.00 (2,287.67) Main Street
1234567-890-1 200,000.00 1,883,871 (1,683,871) 400.00 (357.53) Main Street Arizona
1234567-890-1 88,977 735,416 (646,439) 156.15 (137.26)
Main Street Baltimore
Totals for 3
Accounts
1,288,977 14,393,481 (13,104,503) 3,056.15 (2,782.46)
6 Composite Summary
Designed in a clean,
easy-to-read format,
this section presents
all the data used in
computing the total of
analyzed charges for your
composite relationship.
4 6
Individual Account Activity
In addition to the composite information shown on this sample statement, your new Account Analysis statement will include the same information (as shown in sections 1 - 5 above) for each of your individual analyzed accounts.

5 GLOSSARY OF KEY TERMS
The following terms appear on the sample statement presented inside this brochure. If you have questions about these terms or any other aspect of your statement, just contact your Treasury and Payment Solutions Sales Professional or call our Client Service Response Center at 1-877-895-FAST (3278).

AFP Code This standard code, designated by the Association for Financial Professionals ® , provides uniform reference and terms for identifying, describing and reporting the services offered by the bank. BMO is an AFP Service Codes© Accredited Provider.

Analysis Based Charges Total for all Service Charges that are eligible for oset by Earnings Credit Allowance.

Average Collected Balance The net result of the Average Positive Collected Balance and the Average Negative Collected Balance, which also equals Average Ledger Balance minus Average Float.

Average Float The sum of the daily amount of unavailable funds divided by the number of days in the month, plus or minus adjustments (if any).

Average Interest Bearing Balance Average balance that has earned interest in the current month and is not used to calculate the Reserve Adjusted Collected Balance.

Average Ledger Balance The sum of daily closing ledger balances divided by the number of days in the month, plus or minus adjustments (if any).

Average Negative Collected Balance The sum of the daily negative collected balances divided by the number of days in the month.

Average Positive Collected Balance The sum of the daily positive collected balances divided by the number of days in the month.

Positive Collected Balance Required The balance equivalent of the Service Charge, calculated as the Service Charge multiplied by the number of days in the year, divided by the Earnings Credit Rate, divided by the number of days in the month.

Composite Account The number of accounts in the composite relationship. A “C” preceding an account number denotes that the composite relationship is comprised of that account and other accounts. A “D” preceding an account number denotes that there is only one account in the relationship.

Earnings Credit Allowance The Reserve Adjusted Collected Balance multiplied by the Earnings Credit Rate, divided by the number of days in the year, times the number of days in the month. The fee equivalent of balances maintained.

Earnings Credit Rate The rate applied to the Reserve Adjusted Collected Balance to determine the Earnings Credit Allowance.

Excess/(Deficit) Allowance Earnings Credit Allowance minus Analysis Based Charges.

Excess/(Deficit) Collected Balance Average Collected Balance (prior to the reserve adjustment) minus Collected Balance Required.

Fee Based Charges The total of all Service Charges that are not eligible for oset by Earnings Credit Allowance.

Net Analyzed Charges Total Analysis Based Charges minus Earnings Credit Allowance.

Reserve Adjusted Collected Balance The balance on which the Earnings Credit Allowance is calculated.

Reserve Requirement Average Collected Balance multiplied by a reserve rate applicable to the account type.

Service Charges Unit price times volume.

Service Code BMO's internal billing codes.

Total Charges The sum of Net Analyzed Charges and Fee Based Charges, which will be debited from the account.

Total Debited To Account # The Total Charges that will be debited from the account.

Unit Price The charge per unit of service volume in the Activity Summary.

Volume Unit count for the month.

We help businesses maximize the use of their working capital, forecast cash flow, better understand their cash position and make informed financial decisions. Ask us about our:
· Information solutions : Providing up-to-the-minute information on your account balances and activity.
· Receivables solutions : Helping you accelerate your collections process to put your cash back to work quickly.
· Payables solutions : Helping you pay suppliers and employees efficiently, manage cash outflows, mitigate fraud risk and improve payment timing.
· Investment solutions : Helping you maximize the return on your excess funds.

For additional details, contact your Treasury and Payment Solutions Sales Professional.

BMH123-HTR-STMT
6 ABOUT BMO

TREASURY AND

PAYMENT SOLUTIONS
· Fraud mitigation : Helping you reduce the risk of fraud.

If you have questions about your Account Analysis statement CSV download, please contact the TPS Client Service Response Center at 1-877-895-FAST (3278). 1 Record Type 1
Composite/Account Balance
Information
Column headings:

Record type
Account Number
Month
Average Ledger Balance
Average Collected Balance
Average Negative Collected Balance
Average Positive Collected Balance
Average Interest Bearing Balance
Reserve Adjusted Collected Balance
2 Record Type 2
Composite/Account Compensation
Information
Column headings:

Record type
Account Number
Month
Earnings Credit Rate
Earnings Allowance
Collected Balance Required
Excess/-Deficit Collected Balance
Analysis Based Charges
Excess/-Deficit Allowance
3 Record Type 3
Composite/Account Activity
Summary
Column headings:

Record type
Account Number
Service Category 1
Service Category 2
Service Category 3
Service Code
Service Description
AFP Code
Volume
Unit Price
Fee Disposition
Service Charge
Collected Balance Required
Starting with your statement for July, the CSV format for your Account Analysis statement will be modified. Below is a portion of a sample layout that you can expect to see.

The Online Banking for Business Account Analysis data download will be a comma separated values file (.csv). This file has three record types (as shown in the first column of each row), which correspond to three sections of the statement. The data download will have at least one of each of these records, preceded by a row of column headings. There are no summary totals in the columns or the rows.

Each record type will contain columns with the headings shown below.

AVERAGE AVERAGE AVERAGE

NEGATIVE AVERAGE

POSITIVE AVERAGE

INTEREST RESERVE

ADJUSTED
RECORD

TYPE ACCOUNT

NUMBER MONTH LEDGER

BALANCE COLLECTED

BALANCE COLLECTED

BALANCE COLLECTED

BALANCE BEARING

BALANCE COLLECTED

BALANCE
1 C1091111/0 12-­‐Jan 500000000 400000000 50000000 450000000 150000000 300000000 1 C1091111/0 12-­‐Feb -­‐100 -­‐100 100 0 0 -­‐100
1 C1091111/0 12-­‐Mar 999999999 999999999 999999999 999999999 999999999 999999999 1 C1091111/0 12-­‐Apr 999999999 999999999 999999999 999999999 999999999 999999999 1 C1091111/0 12-­‐May 999999999 999999999 999999999 999999999 999999999 999999999 1 C1091111/0 12-­‐Jun 999999999 999999999 999999999 999999999 999999999 999999999 EARNINGS EARNINGS COLLECTED EXCESS/-­‐DEFICIT ANALYSIS
BASED EXCESS/-­‐DEFICIT
RECORD

TYPE ACCOUNT

NUMBER MONTH CREDIT

RATE ALLOWANCE BALANCE

REQUIRED COLLECTED

BALANCE CHARGES ALLOWANCE
2 C1091111/0 12-­‐Jan 0.25 42 21823326 -­‐21625528 4633.72 -­‐4591.72 2 C1091111/0 12-­‐Feb 0.25 65.66 24247419 -­‐23905066 4650.19 -­‐4584.53 2 C1091111/0 12-­‐Mar 0 0 0 4639 6258.85 -­‐6258.85
2 C1091111/0 12-­‐Apr 0 0 0 28050 5987.89 -­‐5987.89
2 C1091111/0 12-­‐May 0.25 325.97 27648585 -­‐26113392 5870.59 -­‐5544.62 2 C1091111/0 12-­‐Jun 0.25 -­‐160.15 26720433 -­‐27499828 5490.5 -­‐5650.65 RECORD

TYPE ACCOUNT

NUMBER SERVICE

CATEGORY
1 SERVICE

CATEGORY
2 SERVICE

CATEGORY
3 SERVICE

CODE SERVICE

DESCRIPTION AFP

CODE VOLUME UNIT
PRICE
3 C1091111/0 Account
Maintenance 20 CORPORATE

ACCOUNT
MAINTENANCE 10000 1 45
3 C1091111/0 Other
Corporate
Credits
Collec 28 OTHER

CORPORATE
CREDITS 10109 113 3
3 C1091111/0 Business
Direct
Line 7980 DIRECTLINE
USER
FEE 400822 46 7
3 C1091111/0 Business
Direct
Line 7984 DIRECTLINE

BALANCE
RPTNG
MAIN 400440 1 65
3 C1091111/0 Business
Direct
Line 7986 DIRECTLINE

ACCOUNTS
REPORTED 400440 9 25
3 C1091111/0 Business
Direct
Line 7987 DIRECTLINE

PREVIOUS
DAY
CR
DET 400441 9 35
3 C1091111/0 Business
Direct
Line 7988 DIRECTLINE

PREVIOUS
DAY
DB
DET 400441 9 35
3 C1091111/0 Business
Direct
Line 7989 DIRECTLINE
SAME
DAY
CR
DETAIL 400444 9 65
3 C1091111/0 Business
Direct
Line 7991 DIRECTLINE
SAME
DAY
DB
DETAIL 400444 9 65
3 C1091111/0 Business
Direct
Line 7993 DIRECTLINE
PREV
DAY
DR/CR
TRAN 400661 2610 0.25
3 C1091111/0 Business
Direct
Line 7994 DIRECTLINE
SAME
DAY
DR/CR
TRAN 400664 740 0.28
3 C1091111/0 FDIC
Insurance
Services 4092 FDIC
EXP
PER$1000
LDGR
BL
REG 230 779.39 0.1042
3 C1091111/0 E-­‐Analysis 38 E-­‐ANALYSIS
STMT
#
OF
ACCESSES 10421 3 0
3 C1091111/0 Regular
Debit
Disbs 15 NON-­‐CHECK
DEBITS
1-­‐100 150109 100 0.95
3 C1091111/0 Regular
Debit
Disbs 15 NON-­‐CHECK
DEBITS
1-­‐100 150109 86 0.75
3 C1091111/0 Domestic
Wire
Transfer 8240 WIRE

TRANSFER
CREDITS 10101 1 116
1 3
2 About Your New Account Analysis Statement CSV Format
BMH123-HTR-CSV