Agreement - US Bank — Manhattan Beach City Council, December 3, 2024 (part 1 of 2)

2812839v1.doc City of MB Form

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”) is dated November 1, 2024 (“Effective Date”) and is between the City of Manhattan Beach, a California municipal corporation (“City”) and U.S. Bank National Association, a national banking association organized under the laws of the United States (“Consultant”). City and Consultant are sometimes referred to herein as the “Parties”, and individually as a “Party”.

RECITALS
A. City desires to utilize the services of Consultant as an independent contractor to provide banking and treasury services.

B. Consultant represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.

C. City desires to retain Consultant and Consultant desires to serve City to perform these services in accordance with the terms and conditions of this Agreement.

The Parties therefore agree as follows:

1. Consultant’s Services.

A. Scope of Services. Consultant shall perform the services described in the Scope of Services (the “Services”) for treasury and banking services, attached as Exhibit A. City may request, in writing, changes in the Scope of Services to be performed. Any changes to the scope or cost of work must be in writing and mutually agreed upon by the Parties.

B. Party Representatives. For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the “City Representative”). For the purposes of this Agreement, the Consultant Representative shall be Eileen Lew Perez, Vice President (the “Consultant Representative”). The Consultant Representative shall directly manage Consultant’s Services under this Agreement. If during the term of this Agreement, the Consultant Representative leaves the Consultant’s employment, or is transferred, promoted, or reassigned, the Consultant shall notify the City and replace such individual with an alternative individual with suitable qualifications.

C. Time for Performance. Consultant shall commence the Services on the Effective Date and shall perform all Services by the deadline established by the City Representative or, if no deadline is established, with reasonable diligence.

D. Standard of Performance. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like

-2-
2812839v1.doc City of MB Form
professionals under similar circumstances and in a manner reasonably satisfactory to City.

E. Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the Services required under this Agreement. All of the Services required under this Agreement shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such Services.

F. Compliance with Laws. Consultant shall comply with all federal, state and local laws, ordinances, codes, regulations and requirements applicable to Consultant.

2. Term of Agreement. The term of this Agreement shall be from the Effective Date through November 1, 2027, unless sooner terminated as provided in Section 12 of this Agreement or extended. After the initial term, the City and the Consultant can mutually agree to extend the term for an additional two years. After November 1, 2029, the agreement will continue on a monthly basis unless terminated by either party with a written notice at least 60 calendar days prior to the termination date.

3. Compensation.

A. Compensation. As full compensation for Services satisfactorily rendered, City shall pay Consultant at the rates set forth in the Approved Fee Schedule attached hereto as Exhibit B.

B. Expenses. The amount set forth in paragraph 3.A. above includes reimbursement for all expenditures incurred in the performance of this Agreement.

C. Unauthorized Services and Unanticipated Expenses. City will not pay for any services not specified in the Scope of Services, unless the City Council or the City Representative, if applicable, and the Consultant Representative authorize such services in writing prior to Consultant’s performance of those services or incurrence of additional expenses. Any additional services authorized by the City Council, or (where authorized) the City Manager shall be compensated at the rates set forth in Exhibit B , or, if not specified, at a rate mutually agreed to by the Parties. At the request of the Consultant, the City Council may, in writing, reimburse Consultant for an unanticipated expense at its actual cost. City shall make payment for additional services and expenses in accordance with Section 4 of this Agreement.

4. Method of Payment.

A. Invoices. Consultant shall submit to City a statement, on a monthly basis, for the Services performed pursuant to this Agreement. The statement shall itemize the Services rendered during the billing period, hourly rates charged, if applicable, and the amount due. City shall review each statement and notify Consultant in writing within ten Business days of receipt of any disputed amounts.

B. Payment. City shall pay all undisputed invoice amounts within 30 calendar days after receipt as set forth in Section 3 of this Agreement. City does not pay interest

-3-
2812839v1.doc City of MB Form
on past due amounts. City shall not withhold federal payroll, state payroll or other taxes, or other similar deductions, from payments made to Consultant. Notwithstanding the preceding sentence, if Consultant is a nonresident of California, City will withhold the amount required by the Franchise Tax Board pursuant to Revenue and Taxation Code Section 18662 and applicable regulations.

C. Audit of Records. With thirty (30) days advance written notice to Consultant , Consultant shall make all records, invoices, and other records maintained by Consultant in connection with this Agreement available during Consultant’s normal business hours and in such a manner as to not interfere with normal business activities, for the City for review and audit. Consultant’s sensitive or confidential information can be viewed by the City at Consultant’s location or via a video conference call, however the City may not record or create copies of Consultant’s sensitive or confidential information. City acknowledges that certain audit reports are generated on an annual basis and may only be requested once per calendar year.

5. Independent contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City.

6. Information and Documents.

A. Consultant covenants that all data, reports, documents, discussion, or other information (collectively “Data”) developed as a deliverable solely for, and paid for by City, or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by City other than to those affiliates, representatives, advisors, directors, officers and employees (“Representatives”) with a need to know such information for purposes of this Agreement. City shall grant such authorization if applicable law, rule or regulation, requires disclosure. Confidential Data shall not include information disclosed by City to Consultant which is (i) in the public domain, (ii) known by Consultant at the time of disclosure of such information by City, (iii) subsequently received by the Consultant in good faith from a third party not known to Consultant to be bound by a duty of confidentiality, or (iv) independently generated by Consultant.

B. Consultant shall, to the extent permitted by applicable law, rule or regulation, promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to reasonably cooperate with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City’s right to review any such response does

-4-
2812839v1.doc City of MB Form
not imply or mean the right by City to control, direct or rewrite the response. Further, nothing in this Agreement prohibits a Party or its Representatives from affirmatively reporting or communicating with the staff of any governmental entity, regulator, or self- regulatory organization (including the U.S. Securities and Exchange Commission) regarding possible violations of law or regulation, or from providing information and documents—with the exception of information or documents that are subject to a legal privilege or other applicable restriction—to any such agency or regulatory body, without notice to or approval from the other Party.

C. All Data that is specifically created for the City in connection with this Agreement shall become City’s property, and City may use all or any portion of the Data submitted by Consultant as City deems appropriate. Upon completion of, or in the event of termination or suspension of this Agreement, all Data as described in this Paragraph shall become City’s sole property and may be used, reused or otherwise disposed of by City without Consultant’s permission. Consultant may take and retain copies of the written products as desired, but the written products shall not be the subject of a copyright application by Consultant.

D. Consultant’s covenants under this Section shall survive the expiration or termination of this Agreement.

7. Conflicts of Interest. Consultant affirms, to the best of its knowledge, that it presently has no interest and shall not have any direct interest which would conflict with the performance of the Services contemplated by this Agreement. Consultant and its officers and employees providing Services under this Agreement shall comply with all conflict of interest statutes of the State of California applicable to Consultant’s Services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar Services for other clients.

8. Indemnification, Hold Harmless, and Duty to Defend.

A. Indemnities.
1) To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated (collectively “Liabilities”), to the extent directly arising out of, are claimed to directly arise out of, directly pertain to, or directly relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, except for Liabilities to the extent arising

-5-
2812839v1.doc City of MB Form
from the negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties. The foregoing indemnification obligation of Consultant is contingent upon City promptly notifying Consultant in writing of such claim, permitting Consultant sole authority to control the defense or settlement of such claim, and providing Consultant reasonable assistance in connection therewith. 2) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. 3) Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws.
4) City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph A.2).
5) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities at law or in equity, whether actual, alleged or threatened, to the extent directly arising out of, are claimed to directly arise out of, directly pertain to, or directly relate to the acts or omissions of Consultant’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, except for Liabilities to the extent arising from the negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties.

B. Workers’ Compensation Acts not Limiting. Consultant’s indemnifications and obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.

C. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, tax, assessment, penalty or interest asserted against City.

-6-
2812839v1.doc City of MB Form
D. Survival of Terms. Consultant’s indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement.

9. Insurance.

A. Minimum Scope and Limits of Insurance. Consultant shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) Commercial General Liability Insurance with a minimum limit of $2,000,000.00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $4,000,000.00. If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of $2,000,000.00 per accident for bodily injury and property damage. If Consultant does not use any owned, non-owned or hired vehicles in the performance of Services under this Agreement, Consultant shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under subparagraph A.1) of this Section. 3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of $1,000,000.00 per accident for bodily injury or disease. If Consultant has no employees while performing Services under this Agreement, workers’ compensation policy is not required, but Consultant shall execute a declaration that it has no employees. 4) Professional Liability/Errors and Omissions Insurance with minimum limits of $2,000,000.00 per claim and in aggregate.

B. Acceptability of Insurers. The insurance policies required under this Section shall be issued by an insurer authorized to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide.

Self insurance shall not be considered to comply with the insurance requirements under this Section.

C. Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming City and its elected and appointed officials, officers, employees, agents and volunteers as additional insureds. This provision shall also apply to any excess/umbrella liability policies.

D. Primary and Non-Contributing. The General Liability and Automobile Liability insurance policies required under this Section shall apply on a primary non- contributing basis in relation to any other insurance or self-insurance available to City.

Any insurance or self-insurance maintained by City, its elected and appointed officials,

-7-
2812839v1.doc City of MB Form
officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.

E. Consultant’s Waiver of Subrogation. The insurance policies required under this Section shall not prohibit Consultant and Consultant’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation under the required General Liability, Automobile Liability, and Worker’s Compensation against City.

F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions is the sole responsibility of the Consultant.

G. Cancellations or Modifications to Coverage. Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Section during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail 30 days’ prior written notice to City. If any insurance policy required under this Section is canceled or reduced in coverage or limits, Consultant shall, within two Business Days of notice from the insurer, phone, fax or notify City via written notice, of the cancellation of or changes to the policy.

H. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Section, City may immediately terminate this Agreement.

I. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section. The endorsements are subject to City’s approval. Consultant shall maintain current endorsements on file with City’s Risk Manager. Consultant shall provide proof to City’s Risk Manager that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages.

J. Indemnity Requirements not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under Section 8 of this Agreement.

K. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. For the purposes of this Agreement, the term “subcontractor” does not include vendors of the Consultant who do not provide a service directly to the City and are not hired by Consultant specifically for performance under the Agreement.

-8-
2812839v1.doc City of MB Form

10. Mutual Cooperation.

A. City’s Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant’s proper performance of the Services required under this Agreement.

B. Consultant’s Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.

11. Records and Inspections. Consultant shall maintain complete and accurate records with respect to time, costs, expenses, receipts, correspondence, and other such information as may be agreed to by the Parties that relate to the performance of the Services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Such records, together with supporting documents, shall be maintained according to Consultant’s internal record retention schedule and law and regulation applicable to Consultant.

12. Termination of Agreement.

A. Right to Terminate. City may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least five calendar days before the termination is to be effective. Consultant may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least 60 calendar days before the termination is to be effective. Consultant may also terminate or suspend any Services, or feature or function of any Services, immediately without notice to City if any of the following occurs: (a) City becomes insolvent or files, or has filed against it, any bankruptcy or other insolvency, reorganization, liquidation or dissolution proceeding of any kind; (b) a material adverse change occurs in City’s business or financial condition; (c) Consultant has reason to believe that City has engaged in fraudulent or illegal activity; (d) City fails to maintain balances in accounts sufficient to cover overdrafts; (e) City violates, or is in default under, the terms of this Agreement or any other agreement with Consultant; (f) City fails to comply with security procedures or fails to provide information reasonably requested by Consultant; (g) Consultant has a reasonable basis to believe the confidentiality, integrity, or availability of City data or information has been compromised; (h) Consultant determines it is impractical or illegal to provide any Services because of changes in laws, regulations or rules or due to regulatory guidance, demand or request; (i) Consultant, in good faith, is unable to satisfy itself that any Services have been properly authorized by City; or (j) Consultant, in good faith, deems itself insecure.

B. Obligations upon Termination. Consultant shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. In the event of City’s termination of this Agreement due to no fault or failure of performance by Consultant, City shall pay Consultant based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant

-9-
2812839v1.doc City of MB Form
for the full performance of the Services required by this Agreement. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation. Notwithstanding any termination, the terms of this Agreement shall apply to all transactions which have been initiated prior to termination.

13. Force Majeure. Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence that such failure was due to a force majeure event including, but not limited to, acts of God, pandemic or epidemic (whether or not reasonably foreseen) embargoes, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, judicial orders, enemy or hostile governmental action, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.

14. Default.

A. Consultant’s failure to comply with the material provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default.

B. In addition to the right to terminate pursuant to Section 12, if the City Manager determines that Consultant is in default in the performance of any of the material terms or conditions of this Agreement, City shall serve Consultant with written notice of the default. Consultant shall have ten calendar days after service upon it of the notice in which to cure the default by rendering a satisfactory performance. In the event that Consultant fails to cure its default within such period of time, City may, notwithstanding any other provision of this Agreement, terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

15. Notices. Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service during Consultant’s and City’s regular business hours, or (c) three Business Days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the Party to be notified as set forth below:

If to City: If to Consultant:

Attn: Julie Bondarchuk Attn: Eileen Lew Perez
City of Manhattan Beach U.S. Bank
1400 Highland Avenue 633 W 5th Street
Manhattan Beach, California 90266 Los Angeles, CA 90071 Telephone: (310) 802-5564 Telephone: (213) 326-0522
Email: [email protected] Email: [email protected] With a courtesy copy to:

-10-
2812839v1.doc City of MB Form
Quinn M. Barrow, City Attorney
1400 Highland Avenue
Manhattan Beach, California 90266
Telephone: (310) 802-5061
Email: [email protected]

16. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

17. Prohibition of Assignment and Delegation. Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. City’s consent to an assignment of rights under this Agreement shall not release Consultant from any of its obligations or alter any of its primary obligations to be performed under this Agreement. Any attempted assignment or delegation in violation of this Section shall be void and of no effect and shall entitle City to terminate this Agreement. As used in this Section, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs. Additionally, if a (1) regulatory agency or law requires an assignment or delegation; or (2) merger and acquisition activity of the Consultant occurs, the Consultant is not required to obtain consent from the City.

18. No Third Party Beneficiaries Intended. This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.

19. Waiver. No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.

20. Final Payment Acceptance Constitutes Release. The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything

-11-
2812839v1.doc City of MB Form
done, furnished or relating to Consultant’s work or services. Acceptance of payment shall be any negotiation of City’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.

Nothing herein shall affect the rights and obligations of any party hereto with respect to any transactions occurring prior to such final payment or termination of the Agreement.

21. Corrections. In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City’s review of Consultant’s report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction.

22. Non-Appropriation of Funds. Payments to be made to Consultant by City for services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant’s services beyond the current fiscal year, this Agreement shall cover payment for Consultant’s services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.

23. Exhibits. Exhibits A , B, and C constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, or between a provision of this Agreement and a provision of Consultant’s proposal, the provisions of this Agreement shall control.

24. Entire Agreement and Modification of Agreement. This Agreement and all exhibits referred to in this Agreement, including Consultant’s Master Services Agreement, Services Terms and Conditions, Deposit Account Agreement, and documents referenced or incorporated therein, constitute the final, complete and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the Parties. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation or warranty except those expressly set forth in this Agreement. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by both Parties.

-12-
2812839v1.doc City of MB Form

25. Amendments to Consultants Services Terms and Conditions. The Consultant’s Services Terms and Conditions, attached hereto as Exhibit C, are hereby amended as follows:

A. The final sentence of Section I.4 is hereby deleted and replaced as follows:

Customer agrees that Bank shall not be liable for any claims, demands, expenses, losses, liabilities and damages of third parties of any nature whatsoever arising directly or indirectly from any Service delivered to Customer pursuant to this Agreement, except as otherwise provided in this Agreement.

B. Sections II.23(a),(b) and (c) are hereby deleted in their entirety.

C. “Gross negligence” is hereby replaced with “negligence” throughout Section II.22.

26. Headings. The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the Parties to this Agreement.

27. Word Usage. Unless the context clearly requires otherwise, (a) the words “shall,” “will” and “agrees” are mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.

28. Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.

29. Business Days. “Business days” means days Manhattan Beach City Hall is open for business, except Saturdays, Sundays, federal or state holidays or any day recognized by a Federal Reserve Bank as a holiday shall not be considered a Business Day.

30. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the Parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a state or federal court with geographic jurisdiction over the City of Manhattan Beach.

31. Attorneys’ Fees. In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover all attorneys’ fees, experts’ fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.

-13-
2812839v1.doc City of MB Form

32. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.

33. Counterparts. This Agreement may be executed in multiple counterparts, all of which shall be deemed an original, and all of which will constitute one and the same instrument.

34. Corporate Authority. Each person executing this Agreement on behalf of his or her Party warrants that he or she is duly authorized to execute this Agreement on behalf of that Party and that by such execution, that Party is formally bound to the provisions of this Agreement.
[SIGNATURE PAGE FOLLOWS]
Docusign Envelope ID: 73D3B6D6-9730-490F-A0FD-190B36ECB76B The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.

City:

City of Manhattan Beach,
a California municipal corporation
By:-------------
Name: Talyn Mirzakhanian
Title: City Manager
Date:

ATTEST:

By:-------------
Name: Liza Tamura
Title: City Clerk
Date:

APPROVED AS TO FORM:

B
y(}t�"�H:�J tw� fJ�oW
@8@@9@5805i!L IC8 ...

Name: Quinn M. Barrow
Title: City Attorney
Date:11/19/2024
APPROVED AS TO FISCAL IMPACT:

G
DocuSigned by:

B
y:

Y�:�81�
Consultant:

U.S. Bank National Association,
a national banking association
By
re:
�
=
f Ll'V) I I 109st8!3C8!L I IC ...

Name: Eileen Lew Perez
Title: Vice President
Name: Onyx clones Libby Bretthauer
Title: Interim Finance Oirect0r Acting Finance Director Date: 1111912024
APPROVED AS TO CONTENT:

B
y:

G
�o�uSig�
N a�et3tm9k clones
Title: Inter i11I Fi11a11ce rn, ector
Date: 11/19/2024
2812839v1.doc City of MB Form
Libby Bretthauer
Acting Finance Director
-14-

A-1

EXHIBIT A

SCOPE OF SERVICES
Consultant shall provide banking services to City in accordance with the applicable provisions of Exhibit C.

B-1

EXHIBIT B

APPROVED FEE SCHEDULE

Proforma Account Analysis

Page 1 of 7 ends

CITY OF MANHATTAN BEACH
Consolidated Analysis Summary
Lead Account Number 158300180094
Earnings Credit Rate 1.50%
Negative Collected Rate 12.50%
Current Month Multiplier 800.00
Settlement Frequency Monthly
Balance Summary
Average Ledger Balance $ 6,981,387.55
Average Float -0 . 0 0
Average Collected Balance = 6,981,387.55
Average Negative Collected $0 . 0 0
Average Positive Collected Balance $ 6,981,387.55
Settlement Analysis
Average Positive Collected Balance $ 6,981,387.55
Fee Based Collected Balance (Net of Reserves) -0 . 0 0
Collected Balance Available for Earnings Credit Services = 6,981,387.55 Earnings Credit @ 1.5% 8,726.73
Interest Paid on Balances 0.00
Earnings Credit Based Service Charges - 5,073.38
Current Month Surplus/(Deficit) Position = 3,653.36
Net Service Charges $ -
Net of Interest and Service Charges
Interest Earned Less Service Charges -$
Collected
Unit Total Balance
AFP
Service Volume Price Price Required
Depository Services
010000 Account Maintenance 5 $ 10.00 50.00$ 40,000$ 010101 Paper Credits 60 $0 . 6 0 36.00$ 28,800$ 010101 Electronic Credits 90 $0 . 2 0 18.00$ 14,400$ 010100 Paper Debits 782 $0 . 1 5 117.30$ 93,840$ 010100 Electronic Debits 40 $0 . 1 5 6.00$ 4,800$
010102 Combined Transactions/Items 1,415 $0 . 0 0 -$
150101 Reject Checks Paid
150101 For First 50 Per Acct 2 $0 . 0 0 -$
150101 For Over 50 Per Acct $0 . 6 0 -$
100224 Deposited Item 163 $0 . 2 5 40.75$ 32,600$ July 2024

Proforma Account Analysis

Page 2 of 7 ends

Collected
Unit Total Balance
AFP Service Volume Price Price Required
100400 Returned Deposited Items 8 $6 . 5 0 52.00$ 41,600$ 100405 Returned Item Special Instruc $0 . 0 0
100405 For First 1 1 $1 . 0 0 1.00$ 800$
100405 For Over 1 $1 . 0 0 -$
100402 Redeposited Returned Item 3 $3 . 7 5 11.25$ 9,000$ 100401 Returned Item Reason Code 11 $0 . 5 0 5.50$ 4,400$ 100403 Returned Item Image Viewed 12 $1 . 2 5 15.00$ 12,000$ 000230 Deposit Coverage 7,386 $ 0.129 952.79$ 762,235$ 010307 Truncated Online DDA Statement 10 $0 . 0 0 -$
150420 Manual Stop Payment-24 Months $ 14.00
010600 Account Inquiry 1 $8 . 0 0 8.00$ 6,400$
Subtotal Depository Services 1,313.59$ 1,050,875$ Account Reconcilement Services
150030 Full/Positive Pay Maint $0 . 0 0
150030 For First 1 Per Acct 4 $ 45.00 180.00$ 144,000$ 150030 Each Additional Reconciliation per Cycle Over 1 Per Acct $6 . 0 0 -$ 150120 Full/Positive Pay - per Item 782 $ 0.035 27.37$ 21,896$ 150322 SP Checks Returned $ 10.00
100600 Deposit Recon Maint 1 $ 30.00 30.00$ 24,000$ 151352 SP Pos Pay Image Retrieval 47 $0 . 0 0 -$
100610 Deposit Recon Items 489 $ 0.055 26.90$ 21,516$ 20020B SP Issue/Cancel Input 9 $0 . 1 0 0.90$ 720$
150310 SP Positive Pay Exceptions 4 $2 . 0 0 8.00$ 6,400$ 159999 SP Issue Mnt Confirm-per File 37 $1 . 0 0 37.00$ 29,600$ 200100 SP ARP Recon Report-per Item 2,198 $ 0.016 35.17$ 28,134$ 200306 SP ARP Recon Reports Maint 4 $9 . 0 0 36.00$ 28,800$ 200306 SP ARP Daily Paid Monthly Main 3 $ 15.00 45.00$ 36,000$ 200306 SP ARP Daily Paid - per Item $ 0.016
200306 SP ARP Daily Outstanding Maint $9 . 0 0
200306 SP ARP Daily Outstanding Item $ 0.016
200201 Transmission Input 37 $6 . 0 0 99.00$
1 79,200$
200301 ARP Transmission Output 45 $7 . 0 0 315.00$ 252,000$ 200301 ARP Transmission - per Item 431 $ 0.016 6.90$ 5,517$ 150100 Daily Paid List Maint 3 $ 45.00 135.00$ 108,000$ 150100 Daily Paid List Items 431 $ 0.025 10.78$ 8,620$ 150122 Payee Positive Pay Maintenance 3 $ 20.00 60.00$ 48,000$ 151022 Payee Positive Pay-per Item 742 $ 0.012 8.90$ 7,123$ 150122 SP Payee Pos Pay Exceptions 33 $2 . 0 0 66.00$ 52,800$ Subtotal Account Reconcilement Services 1,127.91$ 902,326$ SinglePoint
400272 Sp Current Day Per Acct $0 . 0 0
400272 For First 1 1 $ 30.00 30.00$ 24,000$ 400272 For Over 1 2 $ 20.00 40.00$ 32,000$ 400272 Sp Current Day Per Item 1,807 $0 . 0 5 90.35$ 72,280$ 409999 SP Current Day ACH Addenda 3 $ 10.00 30.00$ 24,000$ July 2024

Proforma Account Analysis

Page 3 of 7 ends

Collected
Unit Total Balance
AFP Service Volume Price Price Required
400272 Sp Previous Day Per Acct $0 . 0 0
400272 For First 1 1 $ 30.00 30.00$ 24,000$ 400272 For Over 1 4 $ 15.00 60.00$ 48,000$ 400272 Sp Previous Day Per Item 2,573 $0 . 0 5 128.65$ 102,920$ 409999 SP Previous Day ACH Addenda 4 $ 10.00 40.00$ 32,000$ 409999 Monthly DDA Statement PDF 5 $0 . 0 0 -$
250720 ACH Return and NOC Report
250720 For First 1 1 $ 10.00 10.00$ 8,000$ 250720 For Over 1 $4 . 0 0 -$
250720 ACH Return and NOC Report Curr 1 $4 . 0 0 4.00$ 3,200$ 100707 ARP Depost Recon Report 2 $0 . 0 0 -$
401020 SP Token Monthly Maintenance 12 $3 . 5 0 42.00$ 33,600$ 400820 SP Bank Assist Password Reset 1 $2 . 7 5 2.75$ 2,200$ 400110 Previous Day Xmit Mo Maint $0 . 0 0
400110 For First 1 1 $ 25.00 25.00$ 20,000$ 400110 For Over 1 1 $ 15.00 15.00$ 12,000$ 400110 Prev Day Xmit-per Transmit 22 $6 . 0 0 132.00$ 105,600$ 400232 Previous Day Xmit-per Item 1,670 $0 . 0 5 83.50$ 66,800$ 409999 SP Book Transfer Mo Maint $0 . 0 0
409999 For First 1 $5 . 0 0
409999 For Over 1 $0 . 0 0
150410 SP Stop Payments Mo Maint $0 . 0 0
150410 For First 1 1 $5 . 0 0 5.00$ 4,000$
150410 For Over 1 3 $0 . 0 0 -$
150412 SP Stop Pmt Renewal-per Stop $2 . 0 0
250611 SP ACH Adjustment Mo Maint 1 $0 . 0 0 -$
250000 SP ACH Positive Pay Mo Maint 3 $7 . 0 0 21.00$ 16,800$ 350000 SP Wires Monthly Maintena $0 . 0 0
350000 For First 1 1 $ 20.00 20.00$ 16,000$ 350000 For Over 1 4 $0 . 0 0 -$
250000 SP ACH POS Pay Authorization 1 $1 . 0 0 1.00$ 800$ 250000 SP ACH Whse Mo Maint 1 $ 20.00 20.00$ 16,000$ 150030 SP Positive Pay Monthly Maint 4 $0 . 0 0 -$
200201 SP Issue Maint Mo Maintenance
200201 For First 1 1 $ 20.00 20.00$ 16,000$ 200201 For Over 1 3 $0 . 0 0 -$
151350 SP Image Access Mo Maint 4 $5 . 0 0 20.00$ 16,000$ 409999 SP External Message Mo Maint $0 . 0 0
409999 For First 1 1 $ 14.00 14.00$ 11,200$ 409999 For Over 1 14 $0 . 0 0 -$
409999 SP External User Message Sent 89 $0 . 0 0 -$
409999 SP External User Task Sent 168 $0 . 0 0 -$
Subtotal SinglePoint 884.25$ 707,400$
Wire Transfers
350000 Wire Monthly Maint Voice-Pin 1 $ 10.00 10.00$ 8,000$ 350300 Incoming Fedwire $6 . 0 0
350123 Internal Wire Credit 3 $ 10.00 30.00$ 24,000$ July 2024

Proforma Account Analysis

Page 4 of 7 ends

Collected
Unit Total Balance
AFP Service Volume Price Price Required
350300 Incoming Fedwire Ctp $6 . 0 0
350541 Repaired Outgoing Wire $1 . 5 0
350512 AST - Std Wire Internal $6 . 0 0
350104 SP Fedwire Non-Repetitive $4 . 5 0
350120 SP Internal 4 $3 . 2 5 13.00$ 10,400$ 350403 SP Wire Beneficiary Email 2 $0 . 1 0 0.20$ 160$
350412 Wire Advice Mail 2 $0 . 0 0 -$
Subtotal Wire Transfers 53.20$ 42,560$
Zero Balance Accounts
010020 ZBA Lead 1 $ 15.00 15.00$ 12,000$
010021 ZBA Subsidiary 1 $ 13.00 13.00$ 10,400$ Subtotal Zero Balance Accounts 28.00$ 22,400$ Image Services
151352 SP Short Term Imgs Retrieved $1 . 2 5
Subtotal Image Services -$
Lockbox
050000 LBX Monthly Maint-Extended 1 $ 70.00 70.00$ 56,000$ 050100 LBX per Item-Extended 15 $0 . 2 0 3.00$ 2,400$
050300 LBX Deposit-Extended 15 $1 . 2 5 18.75$ 15,000$ 05013D LBX Rejected Item-EXT 9 $0 . 3 0 2.70$ 2,160$
05011M LBX Correspondence Only-EXT $0 . 2 0
05011R LBX Image per Check-EXT 30 $0 . 0 2 0.60$ 480$
05011R LBX Image Document-Extended 112 $0 . 0 4 4.48$ 3,584$ 050126 LBX Data Keystroke-Extended 392 $ 0.008 3.14$ 2,509$ 050112 LBX Manual Sort-Extended 15 $0 . 0 8 1.20$ 960$
05913F LBX Invoice Balance-Extended 5 $0 . 1 5 0.75$ 600$ 05011L LBX Batch Preparation-Extended 15 $0 . 5 0 7.50$ 6,000$ 05013A LBX Credit Card Item-Extended $0 . 4 0
050131 LBX Payee Verif (1-10)-EXT 15 $0 . 0 0 -$
05011R LBX Image Monthly-Extended 1 $ 200.00 200.00$ 160,000$ 05011R LBX 7 Year Archive per Item-EX 142 $0 . 0 2 2.84$ 2,272$ 050303 LBX Split Dep Per Acct-EXT $6 . 0 0
050002 LBX PO Box Rental-Extended 175 $1 . 0 0 175.00$ 140,000$ 100214 Lockbox Deposited Item 15 $0 . 2 5 3.75$ 3,000$
Subtotal Lockbox 493.71$ 394,965$
EasyTax Services
25010B EasyTax Web Tax Payment 4 $2 . 0 0 8.00$ 6,400$
250000 EasyTax Account Maintenance $7 . 5 0
Subtotal EasyTax Services 8.00$ 6,400$
July 2024

Proforma Account Analysis

Page 5 of 7 ends

Collected
Unit Total Balance
AFP Service Volume Price Price Required
ACH Services
250000 ACH Monthly Maintenance 1 $ 25.00 25.00$ 20,000$ 250501 ACH Process Run 8 $ 10.00 80.00$ 64,000$ 250102 ACH Orig Transit Item 1,254 $0 . 0 0 81.51$ 65,208$ 250102 If 1 - 10000 Per Acct $ 0.065 -$
250102 If Over 10000 Per Acct $ 0.055 -$
250102 ACH Originated On-US Item 53 $0 . 0 0 3.45$ 2,760$ 250102 If 1 - 10000 Per Acct $ 0.065 -$
250102 If Over 10000 Per Acct $ 0.055 -$
250102 EasyTax ACH Item 4 $0 . 1 7 0.68$ 544$
259999 ACH File Confirmation Email 8 $0 . 9 0 7.20$ 5,760$ 250202 ACH Received Item 261 $0 . 3 0 78.30$ 62,640$ 250220 ACH Received Addenda Item 190 $0 . 0 4 7.60$ 6,080$ 251050 ACH Block Mthly Maint-per Acct 2 $ 15.00 30.00$ 24,000$ 250300 Unauth ACH Return - per Item $8 . 7 5
250302 ACH Return-per Item 1 $3 . 2 5 3.25$ 2,600$
251070 ACH Notification of Change 3 $2 . 2 5 6.75$ 5,400$ 250401 ACH Return/NOC Faxed 4 $4 . 0 0 16.00$ 12,800$ 250640 ACH Item Adjustment Request $ 13.00
250641 ACH Batch Adjustment Request $ 13.00
250102 Same Day ACH Orig Transit Item 10 $0 . 2 0 2.00$ 1,600$ 250642 ACH File Adjustment Request $ 13.00
259999 SDA Special Processing $ 200.00
250302 SP ACH Rtn Item $3 . 2 5
251070 SP ACH NOC Item $2 . 2 5
Subtotal ACH Services 341.74$ 273,392 $
Branch Coin/Currency Services
100000 Branch Deposit Processing Fee $1 . 0 0
100501 Cash Deposit Adjustment Fee $3 . 7 5
Subtotal Branch Coin/Currency Services -$
CVS Coin/Currency
100501 Safe Cash Deposit Adjustment $3 . 5 0
100114 Cash Dep-per $100 $0 . 0 7
100100 Cash Vault Deposit $0 . 9 0
100113 Coin Bag Deposited $1 . 5 0
100111 Loose Coin Deposit $6 . 0 0
100501 Cash Dep Adjustment $3 . 5 0
100114 Cash Dep-per $100-Extended 617 $0 . 0 7 43.19$ 34,552$ 100100 Cash Vault Deposit-Extended 28 $0 . 9 0 25.20$ 20,160$ 100113 Coin Bag Deposited-Extended 60 $1 . 5 0 90.00$ 72,000$ 100111 Loose Coin Deposited-Extended $6 . 0 0
100501 Cash Dep Adjustment-Extended $3 . 5 0
Subtotal CVS Coin/Currency 158.39$ 126,712 $ July 2024

Proforma Account Analysis

Page 6 of 7 ends

Collected
Unit Total Balance
AFP Service Volume Price Price Required
Electronic Deposit Services
101310 Image Check Item $0 . 0 0
101310 For First 100 $0 . 0 0
101310 For Next 200 $0 . 0 8
101310 For Over 300 $0 . 4 0
101300 EDM Monthly Maint - per Acct $0 . 0 0
101300 For First 1 1 $ 70.00 70.00$ 56,000$ 101300 For Over 1 $ 25.00 -$
101300 Web Monthly Maint - per Wrkstn
101300 If 1 - 10 2 $ 40.00 80.00$ 64,000$
101300 If 11 - 50 $ 35.00 -$
101300 If Over 50 $ 30.00 -$
109999 Deposit Credit 41 $0 . 5 0 20.50$ 16,400$ 101311 Image Check Item - On-Us 129 $0 . 0 9 11.61$ 9,288$ 101310 Image Check Item - Transit 1,361 $0 . 0 9 122.49$ 97,992$ 101311 Image Cash Letter Item - On-Us 102 $ 0.035 3.57$ 2,856$ 101310 Image Cash Letter Item-Transit $0 . 0 0
101310 If 1 - 10000 Per Acct 897 $0 . 0 6 53.82$ 43,056$ 101310 If 10001 - 25000 Per Acct $ 0.055 -$
101310 If 25001 - 100000 Per Acct $0 . 0 5 -$
101310 If Over 100000 Per Acct $0 . 0 4 -$
010101 Image Cash Letter Deposit Fee 21 $0 . 6 0 12.60$ 10,080$ 101324 Image Cash Letter Transmission $0 . 0 0
101324 For First 1 1 $ 200.00 200.00$ 160,000$ 101324 For Over 1 $0 . 0 0 -$
101300 ICL Monthly Maintenance $0 . 0 0
101300 For First 1 1 $ 90.00 90.00$ 72,000$ 101300 For Over 1 $ 20.00 -$
Subtotal Electronic Deposit 664.59$ 531,672 $ Total Service Charges 5,073.38$ 4,058,702$
One Time and Annual Charges
159999 Check Filter Setup 1 $0 . 0 0 -$
250000 SP ACH Positive Pay Setup 1 $0 . 0 0 -$
251000 ACH Direct Setup $ 120.00
251055 ACH Filter/Block Setup 2 $ 20.00 40.00$ 32,000$ Total One Time and Annual Service Charges 40.00$ 32,000$ Prices quoted in this proposal are only for those Treasury Management Services requested by the customer. Additional Treasury Management Services will be separately priced at the time of customer's request. Prices quoted are valid for 60 days following customer's receipt, after which they will be subject to change by U.S. Bank. All prices are subject to change, at any time and at Bank's sole discretion, due to changes in business conditions, volumes, quality of work provided by the customer and normal pricing change cycles.

July 2024

Proforma Account Analysis

Page 7 of 7 ends

Collected
Unit Total Balance
AFP Service Volume Price Price Required
Notwithstanding anything contained herein to the contrary, all Treasury Management Services provided to customer are subject to U.S. Bank's Services Terms and Conditions, as the same may be amended from time to time.

July 2024

EXHIBIT C
U.S. BANK TERMS AND CONDITIONS

Bank Services
Term
s and Conditions
Thank y
ou for choosing U.S. Bank Services.

This document provides product information,
disclosures and descriptions of the Global
Treasury Management, Foreign Exchange, and
Money Center and Safekeeping Services
(“Services”) available at U.S. Bank. Other
documents may become part of our Agreement
depending on the Services selected. Please
read all documents carefully; they will govern the
Services provided to you, the Customer.

Cust
omer shall not be bound by the terms and
conditions for specific Services to the extent
Customer is not using such Service(s).

U.S
. Bank National Association
Member FDIC

U.S. Bank Services – Terms and Conditions

TABLE OF CONTENTS
I. INTRODUCTION ........... .................................................................................................................................................................... 1 II. TERMS APPLICABLE TO ALL GLOBAL TREASURY MANAGEMENT, FOREIGN EXCHANGE AND MONEY CENTER AND SAFEK
EEPING SERVICES .............................................................................................................................................................. 2 III. TERMS APPLICABLE TO SPECIFIC GLOBAL TREASURY MANAGEMENT SERVICES ........... ..................................................... 7 A. ELECTRONIC BILL PRESENTMENT AND PAYMENT SERVICES ..................................................................................................... 7 B. INFORMATION REPORTING AND TRANSACTION SERVICES ........................................................................................................ 9 C. ELECTRONIC DEPOSIT SERVICES ................................................................................................................................................ 10 D. ACH SERVICES ................................................................................................................................................................................ 13 E. WIRE TRANSFER SERVICES .......................................................................................................................................................... 17 F. DATA TRANSLATION SERVICES .................................................................................................................................................... 19 G. CASH VAULT SERVICES ................................................................................................................................................................. 21 H. U.S. BANK EASYTAXSM SERVICES .................................................................................................................................................. 22 I. PAPER-BASED DISBURSEMENT SERVICES ................................................................................................................................... 23 J. POSITIVE PAY SERVICES ................................................................................................................................................................ 24 K. LOCKBOX SERVICES ...................................................................................................................................................................... 26 L. HEALTHCARE PAYMENT CONSOLIDATOR .................................................................................................................................... 28 M. COMMERCIAL SWEEP ACCOUNTS – LOAN OPTION ................................................................................................................... 28 N. COMMERCIAL SWEEP ACCOUNTS – INVESTMENT OPTION ....................................................................................................... 29 O. MASTER REPURCHASE AGREEMENT (MRA) ............................................................................................................................... 31 P. ZERO BALANCE ACCOUNT (ZBA) SERVICES ................................................................................................................................ 35 Q. SINGLEPOINT® INTERNATIONAL REQUEST FOR TRANSFER SERVICES ................................................................................. 35 R. SWIFT-RELATED SERVICES ........................................................................................................................................................... 36 IV. TERMS APPLICABLE TO SPECIFIC FOREIGN EXCHANGE SERVICES ........... ........................................................................... 38 A. ELECTRONIC FOREIGN EXCHANGE SERVICES ........................................................................................................................... 38 B. FOREIGN CURRENCY ACCOUNTS ................................................................................................................................................ 39 V. TERMS APPLICABLE TO SPECIFIC MONEY CENTER AND SAFEKEEPING SERVICES ........... ................................................. 40 A. INVESTMENT, DEPOSITORY AND SAFEKEEPING SERVICES ..................................................................................................... 40 B. TERMS AND CONDITIONS OF ELECTRONIC DELIVERY .............................................................................................................. 44

Page 1 ends

I. INTRODUCTION

1. Definitions.
a. “Agent” means any director, officer, employee, representative, affiliate, third-party vendor or any other person or automation acting on behalf of the Customer with the actual, implied, or apparent authority of Customer.

Bank may rely on any grant of authority until it receives written notice of its revocation and is given a reasonable amount of time to act upon such notice.
b. “Bank” means U.S. Bank National Association and each subsidiary or affiliate of U.S. Bank that provides Services to Customer. c. “Business Day” means any day on which a majority of Bank’s offices are open to the public for substantially all banking functions. Saturdays, Sundays, federal or state holidays or any day recognized by a Federal Reserve Bank as a holiday shall not be considered a Business Day, even if Bank’s offices are open.
d. “Customer” means the business entity, and any parent company, subsidiary, or affiliate, for whom Bank provides a Service. e. ”Internet Service” or “Internet Services” means one or more Services offered by Bank via the Internet.
f. “Service” or “Services” means one or more global treasury management, foreign exchange, or money center and safekeeping services offered by Bank.
g. “Terms of Use” means terms or rules of use posted by Bank governing Customer’s use of Internet Services.
h. "Written," "writing" and other like terms mean, unless otherwise provided or required by context , both paper and electronic forms of communication such as emails, faxes, digital images and copies, electronic notices capable of being stored and printed, and similar electronic versions . To the extent permitted under applicable law or regulation, signatures may be made and delivered electronically, whether digitally or otherwise, which shall have the same legal validity and enforceability as manually executed signatures and are binding on the parties. The parties may rely on electronic forms of documents subject to any applicable law, regulation, or rule.

2. Other Agreements, Laws, and Regulations . These terms and conditions and the Master Services Agreement (or existing Treasury Management Service Agreement or equivalent document executed by Customer) are collectively referred to herein as the “Agreement .” The Services are provided to Customer subject to the following other documents, laws, and regulations, which are hereby incorporated into and made part of this Agreement:
a. the setup materials, user guides, and any supplement thereto required by Bank to implement a specific Service (referred to in the Agreement as the “Implementation Documents”);
b. the most current fee and availability schedule and other fee disclosures provided to Customer, including account statements;
c. the provisions of the then- current deposit account agreement and accompanying disclosures, which govern deposit accounts and other depository services;
d. the Uniform Commercial Code, as enacted in the State of Minnesota; e. any applicable automated clearinghouse operating rules, including, without limitation, the National Automated Clearing House Association Operating Rules and Guidelines (the “NACHA Rules”) , the Real -Time Payments Operating Rules, and the rules promulgated by the Electronic Check Clearing House Organization (the "ECCHO Rules") and The Clearing House; and
f. federal, state and local laws and regulations applicable to Bank or Customer, including, without limitation, Regulation CC promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Section 229.1, et seq. ("Regulation CC"), all Operating Circulars promulgated by the Board of Governors of the Federal Reserve System, and the regulations overseen by the Office of Foreign Assets Control (“OFAC”).

3. Change of Terms. Bank may change the terms of this Agreement at any time upon reasonable written notice to Customer or by any other method permitted by law. Customer’s continued use of the Services after the effective date of any change to the terms shall be deemed Customer’s consent to the revised terms. Any other variations to this Agreement must be in writing and executed by Bank . In the event performance of the Services in accordance with the terms of this Agreement would result in violation of any present or future statute, regulation, government policy, or relevant clearing or central bank agreements or settlement systems to which Bank is subject, and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation, policy, agreement or systems, and Bank shall incur no liability to Customer as a result of such violation or amendment. No course of dealing between Bank and Customer will constitute a modification of this Agreement or constitute an agreement between the Bank and Customer regardless of whatever practices and procedures Bank and Customer may use. Bank may change the Terms of Use for any Internet Service at any time by posting notice of such change via an alert or message on a broadcast or message page of the website (“Broadcast Message”) . All changes shall have an effective date. Customer’s use of the Internet Service after the effective date of any such change shall constitute an acceptance of the revised Terms of Use by Customer . Customer is responsible for establishing an internal procedure for reviewing the Broadcast Message page on a regular basis to obtain timely notice of changes to the Terms of Use. In the event that a specific Internet Service does not have Broadcast Message capability, Customer will be notified of any changes in accordance with Section II.25 hereof.

4. No Third-Party Beneficiaries/Third-Party Claims. Services provided by Bank are for the sole and exclusive benefit of Customer, and no other persons or organizations shall have any of the rights and remedies arising under this Agreement . Customer agrees to defend, indemnify and hold Bank harmless from and against any and all claims, demands, expenses, losses, liabilities and damages of third parties of any nature whatsoever, including, without limitation, reasonable attorney fees and court costs at trial or appeal arising directly or indirectly from any Service delivered to Customer pursuant to this Agreement.

6. Foreign Account Tax Compliance Act . If a payment made by either party under this Agreement is or could become subject to the U.S. Federal withholding tax imposed by Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (“FATCA”), then (i) each party shall provide to the other party such information, and shall disclose to the applicable governmental authorities such information, as may be required in order for such party to comply with all applicable requirements of FATCA and to determine that the other party has complied with FATCA, and (ii) a party that fails to comply with FATCA shall indemnify the other party for all costs, damages, and liabilities arising out of such party’s failure to comply with FATCA. Customer is responsible for providing Bank with all necessary documentation to establish that payments to Customer are exempt from FATCA withholding.

7. Disclaimer of Warranties. BANK M

AKES NO WARRANTIES,

EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING, WITHOUT

LIMITATION, THE IMPLIED WARRANTIES OF FITNESS FOR A

PARTICULAR PURPOSE AND OF MERCHANTABILITY, EITHER TO

CUSTOMER OR TO ANY OTHER PARTY, WITH RESPECT TO THE

SERVICES PROVIDED BY BANK OR ITS AGENTS OR WITH RESPECT

TO SOFTWARE PRODUCTS PROVIDED OR MADE AVAILABLE TO

THE CUSTOMER FOR ITS USE BY BANK IN CONNECTION WITH THIS AGREEMENT AND ANY SERVICE. BANK PROVIDES ALL INTERNET
SERVICES ON AN “AS IS,” “AS AVAILABLE” BASIS AND MAKES NO

REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH

RESPECT TO THE INTERNET SERVICES OR THE CONTENT OR
SECURITY OF ANY WEBSITE. WITHOUT LIMITING THE FOREGOING,

BANK DOES NOT WARRANT THAT THE OPERATION OF ANY
WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE. CUSTOMER

IS RESPONSIBLE FOR TAKING APPROPRIATE PRECAUTIONS

AGAINST DAMAGE TO ITS OPERATIONS WHICH COULD BE CAUSED

BY INTERRUPTIONS OR MALFUNCTIONS OF ANY WEBSITE AND
ASSUMES THE RISK OF SUCH OCCURRENCES.

Page 2 ends

II. TERMS APPLICABLE TO ALL GLOBAL TREASURY

MANAGEMENT, FOREIGN EXCHANGE AND MONEY CENTER

AND SAFEKEEPING SERVICES

1. Services. Bank may provide Services that are not specifically included in the Services section of this Agreement . By accepting and using any Service, Customer agrees that the Service will be governed by this Agreement and any other conditions communicated to Customer by Bank.

Certain Services included in this Agreement may not be available or may not be provided in certain market areas. If requested by Customer and agreed to by Bank, Bank will grant Customer access to one or more of Bank's Internet Services in the manner established by Bank . Customer shall use its access to Internet Services and websites operated by or on behalf of Bank only to conduct its business through or with Bank and agrees to limit access to those Agents who require access to Internet Services. In addition to this Agreement and applicable law, Customer agrees that its use of the Internet Services shall be governed any applicable Terms of Use. In the event of a conflict between the Terms of Use and the rules set forth in this Agreement, the Terms of Use shall govern.

2. Proprietary Information . Customer acknowledges that this Agreement, all related documentation and computer programs and systems used in providing Services, and all information related thereto constitute proprietary property of Bank that is of great commercial value .

Customer agrees that it shall not acquire any proprietary interest or rights therein as a result of its use of the Services and shall keep all such proprietary information strictly confidential.

3. Representations and Warranties. Customer and Bank each represent and warrant to the other, as of the date this Agreement is entered into and at the time any Service is used or performed, that: (a) it is validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has all requisite power and authority to execute and deliver, and to perform its obligations under, this Agreement and each Service used or performed by it; (c) this Agreement has been duly authorized and executed by it and constitutes its legal, valid and binding obligation; (d) any consent or authorization of any governmental authority or third party required to be obtained by it in connection with this Agreement or any Service used or performed by it has been obtained; and (e) the Services received are for business use only and are not primarily for personal, family or household use. In addition, Customer represents and warrants to Bank that this Agreement will not violate: (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Customer or Customer’s use of any Services ; or (ii) the provisions of any agreement to which Customer is a party or is subject, or by which it, or its assets, is bound, or conflict with or constitute a default thereunder. Customer represents and warrants that is has collected appropriate consents to provide its Agents’ and other employees’ personal information to Bank (and its subcontractors) to provide the Services, including generating the Codes (defined below). To the extent applicable to Customer, Customer represents and warrants that it is not using any of the Services in the delivery of Title IV funds under 34 C.F.R. § 668.

4. Financial Review. Bank’s willingness to provide Services to Customer is dependent on the Customer’s financial condition . Customer’s financial condition is subject to review by Bank from time to time, and such reviews must be satisfactory to Bank in its sole discretion and opinion. Customer shall, upon request, provide to Bank any such information as Bank may require to perform any such review . Customer’s failure to meet such standards or provide such information or assistance when requested shall constitute a breach of this Agreement and shall permit Bank to cease providing Services upon written notice to Customer.

5. Fees. Unless otherwise agreed to by Bank in writing, Customer shall pay Bank the fees, charges and assessments set forth for the Services provided in the most current fee schedules and other fee disclosures provided to Customer (including account statements), plus additional fees and expenses for extraordinary Services . The price schedule for each Service shall be deemed accepted by Customer upon provision of the Service to Customer. In addition, Customer shall pay Bank the amount of any taxes levied or leased on fees charged pursuant to this Agreement, including, without limitation, federal, state, or local privilege excise or sales taxes based on gross revenue, any taxes or amount in lieu thereof paid or payable by Bank, excluding Bank’s income taxes and any assessments charged to Bank directly as a result of providing the Services. Bank may change the amount or type of service charges from time to time. Fees for Services used by Customer may be charged in full to Customer’s account(s) or may be offset through account analysis by applying earnings credit to Customer's service charges to determine a single monthly net service charge. The applicable earnings credit rate is established by the Bank and will change from time to time without advance notice to Customer. Customer’s net service charge could be zero if such earnings credit exceeds total charges in a given month, however excess earnings credits are not refundable as a payment and unused earnings credits shall be forfeited according to a schedule established by Bank or agreed to by the parties. If Customer’s earnings credit is insufficient to offset the amount due hereunder, Customer agrees to pay such amount to Bank upon demand. If the earnings credit rate for Customer’s account(s), or the index or other referenced rate upon which the earnings credit rate is based, is at any time less than zero percent, Customer agrees to pay all amounts of the negative earnings credit or fees imposed by Bank as compensation for the negative earnings credit rate . Customer authorizes Bank to debit Customer’s account(s) with Bank for any and all fees, expenses or other charges owed by Customer to Bank under this Agreement.

6. Accounts.
a. Deposit Accounts. Most Services require that Customer maintain one or more deposit accounts with Bank. All checks, wire transfers, ACH payments and other items deposited into such accounts are provisionally credited and taken subject to later verification by Bank and Bank's receipt of final settlement. Deposited items that are deposited and later returned unpaid will be charged against the account without prior notice. Customer agrees to pay Bank for any overdraft or overpayment in any of Customer's accounts. If the interest rate for any of Customer's deposit accounts, or the index or other referenced rate upon which the interest rate for such accounts is based, is at any time less than zero percent, Customer agrees to pay Bank all amounts of the negative interest or fees that Bank imposes as compensation for the less-than-zero interest rate. Customer authorizes Bank to charge any account Customer maintains with Bank for any amount remaining due under this Section.
b. Virtual Accounts. If requested by Customer and agreed to by Bank, Customer may elect to open, close, and/or maintain one or more virtual subaccounts ("Virtual Account") in a structure beneath Customer's deposit account at Bank. Customer agrees that (i) Customer will be considered owner of the funds, including for tax purposes, within any Virtual Account, regardless of the subaccount structure created by Customer, and as such is responsible for any obligations arising from ownership of such funds; (ii) Customer is responsible for and assumes all liability for Agents of Customer granted access to any Virtual Account; (iii) Customer is responsible for compliance with any and all laws and regulations applicable to such Virtual Accounts; and (iv) unless approved in writing by Bank, Customer shall not assign any Virtual Account to any legal entity other than the legal entity to which the deposit account is titled.

7. Security Interest. Customer grants to Bank a consensual possessory security interest in Customer’s deposit accounts maintained with Bank and the funds held therein to secure payment of all of Customer’s obligations under this Agreement.

8. Accuracy and Timeliness of Information . Bank will use reasonable efforts to provide the information requested through the Services in a prompt fashion but shall not be liable for temporary failure to provide timely information. In such event, Customer shall be responsible for carrying out banking business through alternative delivery channels. Bank shall not be liable for any inaccurate or incomplete information with respect to transactions which have not been completely processed or posted to Bank’s systems prior to being made available pursuant to the Services.

9. Authorized Signers , Authorized Users, and System
Administrators. Customer shall appoint certain Authorized Signer(s) in the Master Services Agreement or in such other format or document as may be agreed by Bank . Customer agrees that Authorized Signers shall be authorized to act on behalf of Customer in all actions taken under this Agreement and may enter into all transactions contemplated in this Agreement, including, without limitation, selecting Services for the benefit of Customer, appointing initial system administrator(s), and signing

Page 3 ends

additional documentation that may be necessary to implement Services and giving instructions with regard to any Service, including, without limitation, wire transfers, ACH transfers and other electronic or paper transfers from or to any account Customer maintains with Bank. If Customer uses Internet-based services, Customer shall designate one or more system administrators (“System Administrator(s)”). The Authorized Signer(s) or System Administrator(s) shall appoint Agents to access or use the Services provided for the benefit of Customer (“Authorized Users”) .

Authorized Users may act on behalf of Customer for a particular Service in accordance with the relevant Implementation Documents or other document(s) establishing the Authorized Users’ responsibilities or in accordance with the authority granted by Customer . An Authorized User may submit documents or forms to Bank via a secure communications channel offered by Bank, such as, but not limited to, encrypted email from a validated email address or a Bank platform requiring sign-on credentials.

Bank may rely on any signature (electronic, facsimile, wet ink, etc.) , including a signature other than that of the Authorized User, on a document or form, or image thereof, submitted via any such method.

Customer may revoke the authority of or change the Authorized Signers at any time upon prior written notice and execution of additional documentation required by Bank. Such change or revocation shall not be binding upon Bank until it has received the required written notice and has had a reasonable opportunity to act thereon. In any event, Bank may act on instructions that it believes in good faith were provided by an Authorized Signer or Authorized User, or anyone purporting to be an Authorized Signer or Authorized User.

The System Administrator shall be responsible for setting up Internet Services and for establishing internal security procedures related to such Internet Services, which may be made available through applications or systems offered by Bank, including, without limitation, accepting delivery of software, system -wide configuration of Bank accounts, appointing Authorized Users, establishing authority levels, authorization requirements and payment limits, and distributing and resetting IDs, passwords and other internal security devices related to the Internet Services. Customer represents and warrants to Bank that any actions taken by the System Administrator in relation to the Internet Services including, without limitation, the appointment of Authorized Users and the access, automation and privileges granted to such Authorized Users, are duly authorized by Customer.

System Administrators shall assign only one ID to each Authorized User or System Administrator to identify the Authorized User of System Administrator within Bank’s internet platform. If an Authorized User or System Administrator is assigned more than one ID, Customer releases and holds Bank harmless from any damages or losses suffered as a result, including, but not limited to, the use of multiple IDs to authorize or authenticate payments from Customer’s account(s).

10. Forms Approval and Service Implementation . Bank reserves the right to approve the form of Customer’s checks, drafts, deposit slips and similar documentation. Prior to initiating a new account or Service, or at any other necessary time, Customer agrees to provide all information and conduct any test that Bank may reasonably request, including, without limitation, completing Implementation Documents and signature cards, providing corporate resolutions and other documents, and assessing test tapes and transmissions. Customer acknowledges that Services will not commence or continue until such time as an approved item or test is provided to Bank and determined by Bank to be satisfactory . During the implementation process, Customer may be required to provide information, perform testing, or otherwise engage with Bank . Customer acknowledges that its failure to timely perform any such task may delay implementation. Customer shall be responsible for initial product installation, whether or not Bank provides telephone or on-site installation support.

11. Security Procedures.
a. Introduction. Customer agrees that Bank may select, in its sole discretion, security procedures that must be used in connection with certain Service(s), including Internet Services . Customer acknowledges and agrees that it understands Bank’s security procedures, and that such security procedures are commercially reasonable. Customer agrees that its use of Bank’s security procedures constitutes its agreement to such security procedures, regardless of whether Bank has communicated such security procedures to Customer. Customer represents and warrants that it will comply with Bank’s security procedures. Customer agrees to be bound by any payment order, transaction or service change order that is acted upon by Bank in accordance with such security procedure s. Bank reserves the right to reject any transaction or Service request that is not made in accordance with such security procedures . Customer understands that the security procedures are not intended for the purpose of detecting errors in the transmission or content of information controlled by Customer. If Customer selects certain security procedures to use in connection with a Service and those security procedures provide less protection against unauthorized transactions or activity than other security procedures offered by Bank in connection with such Service, the security procedures selected by Customer shall be deemed commercially reasonable to the same extent as the security procedures offered by Bank that provide greater protection. Customer acknowledges that, in order to meet the constantly evolving threat of account fraud, the Bank’s security procedures also need to evolve over time. Bank reserves the right, and Customer agrees that Bank shall have the right, in its sole discretion, to issue new security procedures and/or to cancel or change any security procedures by giving verbal or written notice to Customer . The new or changed security procedures shall become effective upon notification unless Bank provides an effective date to Customer . Customer acknowledges and agrees that, notwithstanding anything to the contrary set forth in the Agreement, reasonable notice may be less than a day’s notice or even contemporaneous. Customer agrees that its use of such new or changed security procedures constitutes its agreement : (i) to use the new or changed security procedures, regardless of whether Bank has communicated the new or changed security procedures to Customer, and (ii) that such new or changed security procedures are commercially reasonable. Bank also reserves the right to periodically audit Customer's security procedures and information technology processes, and to mandate controls or suspend Services until Customer complies with such security procedures.
b. Access. Customer shall be solely responsible for designating authorized access to Services. Access to Services may be controlled through the use of user IDs, personal identification numbers, passwords, digital certificates/signatures, biometric authentication, private keys or other security devices (“Codes"). Customer is solely responsible for maintaining its own internal security and agrees to use the utmost care in selecting any company, individual or automation given access to one or more of the Services. Codes that are assigned to individual Authorized Users shall not be shared with any other person, including other Authorized Users and Customer shall not disclose any information regarding the Services that an unauthorized user would find helpful to obtain access to all or part of any Service . Customer assumes all risk of accidental disclosure or inadvertent use of any Codes, whether such disclosure or use arises out of Customer’s negligent or deliberate acts or otherwise. If Customer or its Agents has reason to believe that any security procedures or Codes have or may become known by unauthorized persons (whether or not employed by Customer) or if Customer believes its network or computer systems have been compromised or its computers infected, Customer shall immediately notify Bank by telephone and confirm such verbal notification in writing to Bank within 24 hours. Bank will replace the security procedures and/or Codes in accordance with Bank’s procedures .

Customer shall be solely responsible for funds transfer instructions and other communications or transactions initiated before Bank received Customer’s notice and had a reasonable time to act on such notice .

Customer agrees to defend, indemnify and hold Bank harmless from and against any claims, losses, damages, costs, expenses, fines and other liabilities arising out of Customer’s failure to maintain the security and confidentiality of the Codes or arising out of the unlawful use of any website or portal by Customer or any per son or automation that obtains access to a website or portal using the Codes.
c. Confidentiality. Customer and Bank represent, warrant and mutually agree that all confidential information concerning the other party or parties that comes into its possession in connection with any of the Services will be maintained in strictest confidence and shall not be used or divulged to any other party except as may be necessary or advisable for the due performance of any of the Services , as required by applicable law , or as otherwise agreed or consented to by the parties . Bank shall maintain physical, electronic, and procedural safeguards to keep Customer's

Page 4 ends

confidential information secure. Customer’s obligation to maintain the confidentiality of all security procedures shall survive the termination of any Service or this Agreement. Customer acknowledges that certain Services may involve the handling of confidential consumer information that may be subject to privacy laws and regulations, including unauthorized access or breach notification regulations. Customer agrees to notify Bank immediately if Customer sends or receives Protected Health Information (as defined in the Health Insurance Portability and Accountability Act of 1996) that requires the execution of a business associate agreement. Customer consents to Bank sharing confidential information with its affiliates in order to provide recommendations to Customer of additional products and services that Bank reasonably believes may be of interest to Customer.
d. Verbal or Written Instructions. For some Services, Bank may choose to honor Customer’s request to give Bank verbal or written instructions regarding the Services. Customer agrees that Bank may in good faith rely on such verbal or written instructions that purport to come from an authorized Agent of the Customer without independent verification by Bank.
e. Fraud Prevention Measures. Bank offers certain products , Services, and security procedures, such as, but not limited to, Positive Pay, Payee Positive Pay, account blocks or filters, and multi-factor authentication, that are designed to detect or deter fraud. Failure to use such products, Services or security procedures could substantially increase the likelihood of fraud. If Customer fails to implement any of these products , Services or security procedures, or if Customer fails to follow these or other precautions reasonable for its particular circumstances, Customer agrees that, except with respect to liability, loss or damage caused by Bank's own lack of good faith or failure to exercise ordinary care: (i) it will be precluded from asserting any claims against Bank for paying any unauthorized, altered, counterfeit or other fraudulent item that such product, Service, security procedure or precaution was designed to detect or deter; (ii) Bank will not be required to re-credit Customer’s account or otherwise have any liability for paying such items; and (iii) Customer will pay all costs and expenses incurred by Bank for all efforts undertaken by Bank to recover any losses incurred by Customer.
f. Waiver of Security Procedures . Customer, after having been offered Bank’s security procedures, may request that payment orders, transactions, or services orders be authenticated using a different security procedure. Bank, in its sole discretion, may elect to permit Customer to use such a security procedure. In such circumstances, Customer agrees that it shall be bound by any payment order, transaction, or service order authenticated by its selected security procedure whether or not such payment order, transaction, or service order is properly authorized. g. Internet Services. Customer shall at all times use a Web browser that supports the level of encryption used by Bank as part of its security procedures. Customer is solely responsible for maintaining a secure work environment to ensure against the use of Internet Services by unauthorized individuals or unauthorized automated access . Security procedures to be followed by Customer include, without limitation, informing Authorized Users that any passwords should not be shared, securing physical access to the terminals used for Internet Services when an Authorized User has logged in to an application or system and, if applicable, identifying secure methods for controlling authorized automated access to an application or system.
h. Antivirus Protection. Customer agrees to run antivirus software before transmitting data to or through any website . Customer may use any commercially available, industry recognized antivirus software of the type that detects and disinfects viruses automatically, without the need for the Customer to execute virus scanning for each file manually. Customer shall update its antivirus software on a regular basis and in no event less often than once every week.
i. Anti-malware Protection. Bank may offer complimentary anti -malware software for use with certain Services that is designed to detect, deter, or destroy different types of known malware. Failure to install anti-malware software offered by Bank could substantially increase the likelihood of fraud and other losses. If Customer fails to install software offered by Bank or other commercially reasonable anti-malware software, Customer agrees that, except with respect to losses caused by Bank’s own lack of good faith or failure to exercise ordinary care, it will be precluded from asserting claims against Bank for any losses caused by malware which such software would have detected, deterred or destroyed. Bank will not be required to re-credit Customer’s account or otherwise have any liability for such losses.
j. Network Security. Customer agrees to install and utilize current industry- standard network security for its information technology systems that access Services via the Internet. Network security protection includes, but is not limited to, firewalls and intrusion detection systems . For certain Services, Bank may require Customer maintain specific network security protection in order to access the Services.

12. Unsecured Electronic Transmissions and Instructions. Bank shall transmit to Customer information related to Services via secure electronic transmissions. If Customer elects to send or receive instructions or reports from Bank via unsecured electronic means, including, without limitation, facsimile transmission, voice mail, unsecured email, pager or other unsecured electronic or telephonic methods (“Electronic Transmission”), Customer acknowledges that such Electronic Transmissions are inherently insecure communication methods due to the possibility of error, delay and observation or receipt by unauthorized personnel. Bank may rely in good faith on Customer’s instructions regarding how and to what number or email address Electronic Transmissions should be sent and may rely on any Electronic Transmission that it reasonably believes to have been initiated by the Customer. Should Customer elect to send or receive unsecured Electronic Transmissions to or from Bank, Customer assumes all risks, and Bank shall not be liable for any loss, that results from the nonreceipt, disclosure, alteration, or unauthorized access of any such unsecured Electronic Transmission.

13. Account Blocks and Filters . ACH debit blocks and check blocks prevent ACH debits and checks from posting to Customer’s account. ACH filters and check filters enable Customer to set various criteria to authorize certain transactions to post to Customer’s account while excluding others.

If an ACH debit or check filter is established by Customer, any ACH debit entry or check presented that does not specifically meet the criteria will be dishonored or sent back to the originator of the transaction. Customer acknowledges that the effectiveness of the filters is dependent on the accuracy and timeliness of the information provided by Customer . In addition, Customer acknowledges that payments to Bank and certain Bank-approved vendors cannot be blocked and that certain ACH transactions such as returns, settlements or adjustments cannot be blocked per NACHA Rules. If Customer desires to modify a block or filter setting, Customer shall notify Bank at least 72 hours in advance of the changes taking effect.

14. User Manuals; Computer Equipment and Software . Bank may provide Customer with one or more user guides or manuals (“User Manual”) in paper or electronic format that will set forth the applicable policies and procedures related to a Service with which Customer agrees to comply. Bank may, without prior notification, make amendments to any User Manual. Bank owns or has obtained all proprietary rights to the User Manuals and Customer agrees not to duplicate, distribute, or otherwise copy Bank’s User Manuals without Bank’s prior written consent. Any User Manual will at all times remain the property of Bank and Bank reserves the right to request Customer to return all printed copies of such User Manual within thirty (30) days of termination of the applicable Service. Many Services require the use of computer hardware and software or other equipment. Customer is responsible for maintaining its computer and equipment (including those provided by or through Bank for use with Services) in good working order . Customer shall ensure that computers and other equipment have the necessary compatibility and format to interface with Bank’s systems, including, without limitation, the ability to support the Bank's security procedures . Customer agrees to install upgrades and other system enhancements within a reasonable time after being requested to do so by Bank . License agreements for necessary software shall either be embedded in the software or separately documented. Customer agrees to comply with all applicable software license agreements, whether or not such agreements have been executed by Customer. Customer has no rights or ownership in any software provided by or through Bank and shall not transfer, copy, alter, modify, reverse engineer, reproduce, or convey in any manner, in whole or in part, any such software. Customer shall return all software and User Manuals

Page 5 ends

associated with any software upon request . Bank makes no representations or warranties with respect to any equipment or software provided by Bank.

15. Transactions on Non -Business Days/Cutoff Times. Transactions, deposits, payment orders, entries or other requests by Customer received by Bank on a non- Business Day, after established cutoff deadlines , or during a maintenance window may be treated by Bank as received on the next Business Day or may not be processed at all. Bank may change any cutoff time or other deadline at any time. Bank will make a reasonable effort to notify Customer of any changes in advance.

16. Customer-Initiated Transactions and Instructions. Bank will honor Customer’s transactions and instructions (including adjustments, amendments, and cancellations) only when Customer has complied with this Agreement and related policies and procedures . Bank will be under no obligation to honor, either in whole or in part, and may, in its sole discretion, delay, suspend or reject any transaction or instruction that:
a. exceeds Customer’s collected or available funds on deposit with Bank; b. Bank has reason to believe may not be authorized by Customer; c. involves funds subject to a hold, dispute or legal process preventing their withdrawal;
d. violates any provision of any applicable regulation of the Federal Reserve Bank or any other federal, state, or local regulatory authority; e. requires Customer, at Bank’s sole discretion, to complete an additional security procedure due to characteristics of such transaction or instruction before processing;
f. requires Bank to complete regulatory or legal clearance requirements, such as OFAC screening; or
g. Bank has reasonable cause not to honor, for the protection of either Bank or Customer.

17. Inconsistent Name and Account Number. If Customer or third party acting on Customer’s instruction initiates a fund transfer instruction or payment order (“Payment Order”) to Bank that describes the person to receive the proceeds of such Payment Order (the “Beneficiary”), the Beneficiary’s bank, or an intermediary bank by name and an account or other identifying number, Bank and subsequent parties to the Payment Order, including the Beneficiary’s bank, may rely on and act solely on the basis of such number, even though the name and number do not agree and even though Bank and subsequent parties know or have reason to know of the inconsistency. Customer’s obligation to pay the amount of the Payment Order to Bank is not excused in such circumstances . With respect to incoming Payment Orders that do not include an account number recognizable to Bank, Bank may return the Payment Order to the sending financial institution without incurring any liability to Customer.

18. Intercompany Services/Authority to Transfer or Commingle Funds. In the event that Customer lists entities in an appendix to the Master Services Agreement or in any other document, or otherwise requests Bank to provide Services to a parent company, subsidiary, affiliate, or other commonly owned company, Customer agrees that it shall be jointly and severally liable for such c ompany’s obligations under this Agreement. Customer hereby represents and warrants to Bank that any and all transfers and commingling of funds required or permitted by any Service or requested by Customer, and all other aspects of the performance hereby by Bank and Customer, have been duly authorized by all necessary parties, including, without limitation, the account holder of each account, and that Customer has obtained and shall maintain in its regular business records and make available to Bank upon reasonable demand, for a period of seven (7) years after termination of the Service, adequate documentary evidence of such authorization from the account holder of each account, executed by the duly authorized officer(s) of each such account holder in accordance with that account holder’s bylaws and/or board resolutions. Customer further represents and warrants that each transfer or commingling of funds authorized hereunder is not in violation of any agreement, bylaw, or board resolution of Customer or any of its affiliates or subsidiaries, nor is it in violation of any applicable federal, state, local law, regulation, of any decree, judgment, order of any judicial or administrative authority. Each representation and warranty contained herein shall be continuing and shall be deemed to be repeated upon Bank’s effecting each transfer and commingling of funds authorized hereunder.

19. Customer Records. This Agreement and the performance of Services by Bank shall not relieve Customer of any obligation imposed by law, clearinghouse rules (including the NACHA Rules and ECCHO Rules), or by contract regarding the maintenance of records , or from employing adequate audit, accounting and review practices as are customarily followed by similar businesses . In addition, Customer shall retain and provide to Bank, upon request, all information necessary to remake or reconstruct any deposit, transmission, file, or entry for thirty (30) days following receipt by Bank of the deposit, file, entry, transmission, or other order affecting an account.

20. Account Communications and Review Period. Customer agrees to regularly and promptly review and verify all statements, reports, check payment records, wire transfer instructions, confirmations, adjustments, charges, and other transactions ("Account Communications") . Customer may receive or access Account Communications electronically, including without limitation, delivery by posting to a password-protected website or database. Customer acknowledges that any Account Communication provided by Bank through electronic delivery is deemed to constitute good and effective delivery when posted by Bank, regardless of whether Customer actually or timely receives or accesses such Account Communication. Unless a different review period is specified elsewhere in this Agreement, Customer shall, within a reasonable time, which in no event shall be greater than thirty (30) calendar days following the day Bank first mails, electronically transmits or otherwise makes data available to Customer (“Review Period”), notify Bank of any error or discrepancy between Customer’s records and any Bank notice or statement, or any transaction or transfer Customer believes was not authorized. If Customer fails to notify Bank of such unauthorized transaction within the Review Period, Customer agrees that the failure to report any such errors or unauthorized transactions shall relieve Bank of any liability for the unreported erroneous or unauthorized transaction. In accordance with NACHA Rules, Customer must report an unauthorized ACH debit entry to the Customer’s account by the established deadline on the Business Day following the settlement date of the unauthorized entry . Otherwise, Customer's sole recourse is to the originator of the transaction.

21. Communications.
a. Monitoring and Recording. Customer acknowledges and agrees that Bank, or anyone acting on Bank’s behalf, may monitor and/or record any communication between Customer, or its Agent, and Bank, or anyone acting on Bank’s behalf, for quality control , security, and other purposes.

Customer also acknowledges and agrees that this monitoring or recording may be done without any further notice to Customer or its Agent . The communication that may be monitored or recorded includes telephone calls, cellular or mobile phone calls, electronic mail messages, text messages, instant or live chat, or any other communications in any form. b. Telephone Calls and Text Messages . Customer gives Bank express consent to make calls to any telephone number provided by Customer to Bank, including to cellular (mobile) phone numbers . Consent includes authorization to use any means, including automatic dialing technology, artificial and pre- recorded voices, and text messages, for servicing and other non-telemarketing purposes.

22. Limitation of Bank’s Liability for Services. Customer acknowledges that Bank’s fees for Services are very small in relation to the amounts of transfers initiated through these Services and consequently Bank’s willingness to provide such Services is based on the liability limitations contained in this Agreement. In addition to greater limitations on Bank’s liability that may be provided elsewhere in this Agreement, ( a) Bank’s liability related to any Service shall be limited exclusively to actual proven damages arising directly from its own gross negligence or willful misconduct; and (b) Bank shall not be liable for any loss or damage arising directly or indirectly from the following:
i. any inaccuracy or incompleteness in the input of an order or instruction from the Customer;
ii. any failure by Customer to obtain a confirmation of an order or instruction; or

Page 6 ends

iii. any cancellation or attempted cancellation by Customer of an order or instruction.

Except for claims arising directly from Bank’s own gross negligence or willful misconduct, Bank’s liability for violations of Bank’s obligations set forth in S ection II.11(c) shall be limited to the amount of fees paid by Customer during the twelve (12) month period preceding the date on which the claim arose. Bank will not, under any circumstances, be liable for any special, incidental, indirect, consequential, punitive or similar losses or damages, whether or not the likelihood of such losses or damages was known by either party at the time Customer first obtains Services from Bank or at the time any instruction or order is given to Bank pursuant to any Service, and whether such losses or damages arise from tort, contract, loss of investment opportunity, lost or reduced profits, or otherwise. Bank’s maximum liability for any loss of interest shall be calculated using a rate equal to the average Federal Funds rate at the Federal Reserve Bank of New York for the period involved.

Notwithstanding the foregoing, Bank shall not be liable for any losses or damages caused, in whole or in part, by the action or inaction of Customer, or any Agent or employee of Customer, whether or not such action or inaction constitutes negligence or a breach of this Agreement. Bank shall not be liable for any damage, cost, loss, liability or delay caused by a force majeure event, including but not limited to, accident, strike, labor dispute, fire, flood, war, riot, terrorist act, government restrictions , compromise of the confidentiality, integrity, or availability of Customer’s data or information, exchange or market rulings, market volatility, suspension of trading, equipment breakdown, electrical, telephone, Internet or mechanical failures, acts of nature, epidemic, any cause which is attributable to a third party, or any other cause or event that was beyond Bank’s reasonable control whether or not reasonably foreseeable.

Customer agrees that the fees charged for the performance of the Services shall be deemed to have been established in contemplation of these liability limitations.

23. Dispute Resolution.
a. Governing Law. Except as otherwise provided herein, this Agreement shall be governed by the laws of the State of Minnesota, without regard to conflicts of law principles.
b. Jury Trial Waiver. To the fullest extent permitted by law, Bank and Customer hereby agree to waive trial by jury in any judicial proceeding involving, directly or indirectly, any matter (whether in tort, contract or otherwise) in any way arising out of, related to, or connected with these Services or this Agreement. Bank and Customer represent and warrant to each other that this jury trial waiver is knowingly, willingly, and voluntarily given.
c. Jurisdiction and Venue. Customer consents to the jurisdiction of the courts of the State of Minnesota, waives any argument that such venue is inconvenient and agrees to bring litigation commenced in connection with this Agreement in either the District Court of Hennepin County or the United States District Court, District of Minnesota, Fourth Division. d. Collection Costs. Should Bank have to undertake any action to recover any amount due under this Agreement for the Services, including, without limitation, fees, overdrafts or overpayment, Customer shall be liable to Bank for the cost of such effort, plus reasonable attorney fees. e. Adverse Claims. If Bank receives an adverse claim against any account, and Bank reasonably believes that it will not be protected if the claim is ignored, Customer agrees that Bank may place a hold on the affected account. Any such hold will remain in place only so long as reasonably necessary to resolve the claim or employ legal remedies to allow a court to decide such claim. Assuming compliance with this Section, Bank shall have no liability for dishonored transactions due to the hold, and Customer agrees to reimburse Bank all costs, including reasonable attorney fees, incurred due to such adverse claim.

24. Necessary Third-Party Service Providers.
a. Third-Party Networks. Some Services are provided by Bank through access to a third- party network. Such Services are dependent upon the availability of the third- party network on conditions acceptable to Bank .

Bank reserves the right to discontinue the Service or provide the Service through an alternative third-party network and shall have no liability should such network become unavailable . Bank does not warrant and shall not be responsible for Services received by Customer from any third- party network.
b. Third-Party Vendors . Customer agrees that Bank may, at its sole discretion and at any time without notice to Customer, engage third-party vendors to provide a Service, or portions thereof, to Customer, or to support Bank in its provision of a Service to Customer . Customer acknowledges that Bank’s third -party vendors may perform certain functions offshore. Some Services and/or computer equipment and software are provided to Customer by a third -party vendor selected by Customer who is unaffiliated with Bank . In those cases, the third- party vendor is acting as Customer’s Agent rather than an agent of Bank, and Customer agrees to be bound by such third party's acts or omissions. Bank does not warrant and shall not be responsible for Services provided by unaffiliated third-party vendors. Customer authorizes Bank to disclose to any third- party vendor of Customer or Bank information concerning Customer to the extent required to deliver the requested Service.

25. Notices. All written notices to Bank shall be delivered or mailed to the address designated by Bank. Notices, including but not limited to, Account Communications sent to Customer shall be delivered or mailed to Customer’s current lead account address or other known address if deemed more appropriate by Bank under the circumstances. Notices may be delivered to some Customers in electronic format, including posting to Bank's website, delivery via facsimile to a number on file, or delivery to an electronic mail address on file or used by an Authorized Signer or Authorized User.

26. Severability. To the extent possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision shall be held to be invalid, illegal or unenforceable, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without rendering invalid, illegal or unenforceable the remainder of any such provision or the remaining provisions of this Agreement.

27. Waiver. A waiver by Bank or Customer of any term or provision shall not be construed as a waiver of such term or provision at any other time, or of any other term or provision. Bank’s waiver of the enforcement of any of the terms of this Agreement with respect to any transaction or series of transactions will not affect Bank’s right to enforce any of its rights with respect to other Customers or to enforce any of its rights with respect to later transactions with Customer.

28. Assignment. In addition to Section 24 above, Bank may at any time assign or delegate its rights and duties under this Agreement . Customer may not assign or transfer its rights or obligations hereunder to any other person or entity without Bank's written consent, which consent shall not be unreasonably withheld.

29. Termination. Any Services, or feature or function of any Services, may be terminated by either party upon thirty (30) days’ prior written notice to the other. Bank may also terminate or suspend any Services, or feature or function of any Services, immediately without notice to Customer if any of the following occurs: (a) Customer becomes insolvent or files, or has filed against it, any bankruptcy or other insolvency, reorganization, liquidation or dissolution proceeding of any kind; (b) a material adverse change occurs in Customer’s business or financial condition; (c) Bank has reason to believe that Customer has engaged in fraudulent or illegal activity; (d) Customer fails to maintain balances in accounts sufficient to cover overdrafts; (e) Customer violates, or is in default under, the terms of this Agreement or any other agreement with Bank; (f) Customer fails to comply with security procedures or fails to provide information reasonably requested by Bank; (g) Bank has a reasonable basis to believe the confidentiality, integrity, or availability of Customer’s data or information has been compromised; (h) Bank determines it is impractical or illegal to provide any Services because of changes in laws, regulations or rules or due to regulatory guidance, demand or request; (i) Bank, in good faith, is unable to satisfy itself that any Services have been properly authorized by Customer; or (j ) Bank, in good faith, deems itself insecure.

Notwithstanding any termination, the terms of this Agreement shall apply to all transactions which have been initiated prior to termination.

Page 7 ends

30. Privacy.
a. California Consumer Privacy Act. (CCPA). Use of California Covered Personal Information. “California Covered Personal Information” means the Personal Information (as defined under CCPA) that Bank may Collect (as defined under CCPA) pursuant to the terms of the Agreement or the Services provided hereunder that is not subject to Gramm -Leach-Bliley Act. “CCPA” means the California Consumer Privacy Act of 2018, codified at California Civil Code section 1798.100 et seq. , as amended by the California Privacy Rights Act (CPRA), and all applicable regulations and successor laws thereto.

If Customer is a “Business” under the CCPA, then with respect to Cal
ifornia Covered Personal Information (if any), the provisions of subsections 30(a) and (b) hereof shall apply. Bank may only process the California Covered Personal Information being disclosed by Customer or otherwise Collected in connection with the Agreement for the Business Purposes (as defined under CCPA) agreed upon by the Parties, or as Customer may otherwise instruct, or as may be permitted under the CCPA. Bank shall comply with all applicable sections of the CCPA, including providing the same level of privacy protection required of Customer with respect to the California Covered Personal Information and shall implement reasonable security procedures and practices appropriate to the nature of the California Covered Personal Information. b. Individual Requests. Each Party shall cooperate with and assist the other party in complying with the CCPA. Bank will provide timely assistance to Customer in responding to a California resident’s request to know, including by providing Customer with the California Covered Personal Information of such resident that Bank has in its possession or otherwise Collected pursuant to this Agreement or in connection with providing the Services; provided, however, that Customer acknowledges most California Covered Personal Information (e.g., Customer’s employees’ contact information) was provided to Bank by Customer (so Customer should already have access to such information). Bank will comply with reasonable requests from Customer to delete or correct any California Covered Personal Information that Bank has Collected in connection with this Agreement, unless Bank determines that a statutory exemption or other legal requirement permits it to retain such California Covered Personal Information. If Bank stores such California Covered Personal Information on archived or backup systems, Bank may delay compliance with the request, with respect to such information, until the archived or backup system related to that data is restored to an active system, is next accessed or used, or the data is destroyed as part of the regularly scheduled destruction of such backed-up information.

In the event that Bank receives a request directly from a California resident to exercise his/her rights under the CCPA, Bank may (in its sole discretion) inform the person that the request cannot be acted upon because the request has been sent to a service provider or Bank may respond to such request in accordance with its standard process for responding to requests (which may also include providing a general response to those who are not residents of California or otherwise covered by CCPA). c. Other States. The parties acknowledge that Bank is exempt from state data privacy laws that include an exemption for financial institutions subject to the Gramm -Leach-Bliley Act ( e.g., Colorado Privacy Act, Connecticut Act Concerning Personal Data Privacy and Online Monitoring of 2022, Iowa’s Act Relating to Consumer Data Protection, Utah Consumer Privacy Act of 2022 and Virginia Consumer Data Protection Act).

III. TERMS APPLICABLE TO SPECIFIC GLOBAL TREASURY

MANAGEMENT SERVICES
The following are additional terms and conditions applicable to specific Treasury Management Services offered by Bank . Bank may change the number or type of Services offered at any time. Customer shall not be bound by the terms and conditions for the specific Services described in Sections III, IV, and V of this Agreement to the extent Customer is not using such Service(s).

A. ELECTRONIC BILL PRESENTMENT AND PAYMENT SERVICES
Electronic Bill Presentment and Payment (EBPP) Services, including eBill, E-Payment, and other s ervice options for Customer to select , allow Customer’s customers (“Payers”) to make payments to Customer through multiple channels . Depending on the specific EBPP Services solution used, these channels may include, without limitation, the Internet, an Interactive Voice Response (IVR) system, text message, chatbots, social media, or virtual assistants. In addition, Customer may distribute electronic invoices, bills or statements to Payers who can pay such invoices, bills, or statements via multiple payment channels accessible through the EBPP Services.

1. Internet and Channel Options.
a. “Customer Payment Site” means the interactive Internet payment site hosted by Bank or a third-party vendor used by Bank (collectively, for this Section III.A, “Bank”) where Payers may make payments to Customer over the Internet. Bank will configure, implement, host, and support the Customer Payment Site. If Customer provides the content for the Customer Payment Site, Customer agrees to indemnify and hold Bank harmless for any content that violates applicable law or payment network rules. If available and upon request by Customer, Bank will provide draft terms and conditions for Customer to provide to its customers on Customer Payment Site. Such terms and conditions are provided “AS IS,” without any representations or warranties . Customer shall be solely responsible for determining the suitability of such terms and conditions for Customer’s use, as well as the final form and content of any terms and conditions it elects to post (if any).
b. Customer License. Bank shall have the right and license to use or sublicense Customer’s name, trademarks, service marks, copyrights and logos and other textual information in connection with the Customer Payment Site solely for the purposes contemplated herein. c. “Administrative Payment Center Website” means the interactive Internet site hosted by Bank where Customer may access reports, initiate payments on behalf of Payers, or initiate refunds . Bank will configure, implement, host, and support the Administrative Payment Center Website.

Customer shall be solely responsible for setting up Authorized Users, access entitlements and internal controls within the Administrative Payment Center Website.
d. Links. If applicable, Customer shall provide and maintain a secure link on its website to the Customer Payment Site. Customer shall be responsible for ensuring that the link to the Customer Payment Site takes Payer to the appropriate area within the Customer Payment Site.

Customer shall be responsible for providing the agreed-upon data concerning Payer in a manner that meets Bank’s encryption or security methods during the exchange. Customer and Bank agree to use industry- standard security procedures and technology to ensure the security of the Customer’s website and the Customer Payment Site and to prevent data theft or unauthorized access.

2. Compliance with laws and regulations. Customer agrees to comply with all applicable laws, rules and regulations, including without limitation, those issued by: (i) the National Automated Clearing House Association; (ii) the Real-Time Payments (RTP) System Operating Rules; (iii) the Zelle Network Participation Rules; (iv) any governmental entity, including (without limitation) the requirements contained in the Electronic Fund Transfer Act (including without limitation Section 1005.10, Preauthorized Drafts), the Americans with Disabilities Act, t he Health Insurance Portability and Accountability Act, Regulation E, the Electronic Signatures in Global and National Commerce Act, the Controlling the Assault of Non- Solicited Pornography And Marketing ( CAN-SPAM) Act, the Fair Credit Reporting Act and the Telephone Consumer Protection Act; and (v) any

Page 8 ends

other entity or association that issues or sponsors a payment device, including (without limitation) the requirements of the Payment Card Industry (PCI) Data Security Standard and any credit card association, including Visa and Mastercard. Customer further agrees to comply with all payment network regulations for ATM debit networks.

3. Payer Authentication / Authorization . For each payment channel, Bank shall authenticate a Payer's identity or the validity of a payment authorization in the manner specified by Customer in the Implementation Documents. Customer acknowledges and agrees that the authentication of the Payer's identity or the validity of the payment authorization in such manner shall constitute a commercially reasonable fraud detection measure and Bank shall have no liability for all payments so authenticated.

Bank is not responsible for errors made by Payer or Customer and may rely on the information submitted or communicated by Payer or Customer.

Customer agrees to defend, indemnify and hold Bank harmless from any claims related to Customer’s or Payer’s submission of inaccurate or incorrect information.

4. Payment Processing . Payments shall be processed in the manner mutually agreed to between Bank and Customer, which may include ACH debit entries, debit cards, credit cards or other payment processing methods. Customer shall at all times be considered the originator of Payer’s payment. For ACH WEB debit transactions, upon Customer’s request and if agreed to by Bank, Bank will validate receiving account and account status information by use of a commercially reasonable fraud detection system selected by Bank for the first use of new account information or of a change to existing account information. By requesting that Bank perform such validation, Customer consents to Bank disclosing any information necessary to perform such validation to Bank’s third-party vendors. Depending on the applicable payment processing channel, payment processing may also be subject to the terms of any other agreement between Bank and Customer and between Customer and the payment transaction processor supported by Bank (including those who may be an affiliate of Bank) . Depending on the specific EBPP Services solution used, payments may be initiated through a number of channels including, but not limited to, the Customer Payment Site, IVR system text message, chatbots , social media, or virtual assistants . Bank will notify Customer of the payments that were initiated either through the Administrative Payment Center Website or by delivering a file in the manner set forth in the Implementation Documents . Customer acknowledges that all payments are subject to adjustment, return, reversal and/or chargeback in accordance with the rules governing the applicable payment processing channel . Customer agrees to be liable to Bank for any such adjustment, return, reversal, or chargeback.

5. Recurring Payments. Some EBPP Services provide Customer with the ability to offer Payers the option of making fixed or variable recurring payments. Customer must use and Payers must enroll in an EBPP Service that offers recurring payments in order to initiate variable recurring payments.

6. Fees. In addition to Bank’s standard fees, Customer agrees to pay additional fees and expenses for implementation of EBPP Serv ices as may be disclosed from time to time by Bank. Customer also agrees to pay the applicable fees and expenses charged by the payment transaction processor supported by Bank, as set forth in Customer’s agreement with such processor.

7. Convenience Fee, Service Fee, and Surcharge
a. Some EBPP Services offer flexible fee or surcharge options that allow Customer or Bank to define and collect fees or surcharge to be charged to Payers in connection with the payment transaction. Payers are provided with the opportunity to stop the payment process if they do not wish to pay the fee.
b. If Customer desires to collect fees, Customer shall be responsible for ensuring that fee and surcharge assessments comply with the relevant laws, rules, and regulations.
c. If agreed to by Bank and Customer, Bank may collect and retain the fees. In such case, Customer agrees that Bank may, in its sole discretion, set, adjust, manage, and collect the fees as a means to wholly or partially offset Bank fees that may otherwise have been incurred by Customer.

Bank’s willingness to collect fees shall be based on Customer’s projected payment volume, average ticket, type of transactions, or other considerations such as changes to interchange fees and assessments .

Bank may, in its sole discretion, establish or modify payment caps for sums paid by Payers . If the actual payment volume, average ticket, payment types or other considerations fail to meet Customer’s stated projections or do not completely offset Bank fees, Customer agrees to reimburse Bank for any resulting shortfall in Bank fees.

8. Transaction Controls. Customer agrees to notify Bank of any material change or anticipated material change in daily dollar activity or type of transaction processing and obtain Bank’s consent to such change. Bank may, in its sole discretion, immediately upon written notice to Customer, place a maximum dollar limit on the EBPP Services transactions or require Customer to provide reasonable security for Bank’s continued handling of such transactions.

9. Payer Communications. Customer agrees to obtain all consents necessary from Payers for Bank to process the Payers’ data and communicate with Payers (e.g., confirmation Short Message Service ("SMS") or email) in the course of performing EBPP Services.

10. Customer Records. This Agreement and the performance of EBPP Services by Bank shall not relieve Customer of any obligation imposed by law, clearinghouse or payment system rules, payment card industry rules, or by contract regarding the retention, maintenance or destruction of records, or from employing adequate audit, accounting and review practices as are customarily followed by similar businesses . In addition, Customer shall retain and provide to Bank, upon request, all information necessary to remake or reconstruct any transmission, file, or entry for thirty (30) days following receipt by Bank of the deposit, file, entry, transmission, or other order.

11. Bill Presentment and Distribution Service. If offered within the EBPP Services selected by Customer , Customer may , if approved by Bank, distribute invoices, statements, confirmations, regulatory notices, or other electronic communications to Payers via EBPP Services. Customer represents and warrants that it will not use or include any reference to untruncated credit card, social security, or bank account numbers, or Protected Health Information in any electronic communications exchanged through EBPP Services . Customer shall indemnify and hold Bank harmless from and against any and all claims, demands, damages, losses, liabilities, penalties and expenses (including, without limitation, reasonable attorney fees and court costs at trial or on appeal) arising directly or indirectly from Customer’s breach of the representation or warranty contained in this paragraph. Customer acknowledges and agrees that all electronic communications exchanged through EBPP Services may be received, processed, managed, and archived by third parties unaffiliated with Bank. Bank makes no representation or warranty, and assumes no responsibility, with respect to any actions or inactions of any unaffiliated third party in connection with Customer’s use of EBPP Services.

12. Third -Party Vendor . Customer agrees that Bank may, at its sole discretion and at any time without notice to Customer, engage a third-party vendor to provide EBPP Services, or portions thereof, to Customer, or to support Bank in its provision of EBPP Services. Customer acknowledges such third-party vendor s may perform certain functions offshore.

Customer authorizes Bank to disclose to any third- party vendor information concerning Customer to the extent required to deliver EBPP Services. Customer may elect to receive other services not offered by Bank directly from any such third-party vendor . Bank shall have no responsibilities or liability with respect to the provision of such services.

13. Card Updater Service. Bank par
ticipates in card updater programs
offered by card issuers which enable Bank to update card information for Payers with expired or expiring cards. If selected by Customer and agreed to by Bank, Bank will provide Customer with updated card information for Payers when such information is available. Customer must be approved by card issuers, or by Bank in accordance with card issuer guidelines, prior to use. Such information will only be available for Payers who have elected recurring payments or for which another legitimate business need exists .

Bank is not responsible for the accuracy or completeness of any information provided by the card issuers.

14. E-Lockbox. E-Lockbox provides Customer with the ability to receive consumer payments electronically that are initiated via the consumers'

Page 9 ends

home banking portal or through other payment channels offered by third- party bill consolidators, including consumer credit counseling agencies. a. Network. “Network” means the Mastercard Remote Payment and Presentment Service (“RPPS”), a division of Mastercard International, Inc., or other originators of consumer -initiated bill payments . Bank receives payments and remittance data via the Network . Bank will credit payments to Customer’s account and electronically transmit the remittance data in Bank's standard or other mutually acceptable format for loading to Customer’s accounts receivable system.
b. Customer’s Responsibilities. Customer shall provide Bank with all data and specifications necessary for the Network to process payments and for Bank to transmit the remittance data to Customer . Customer agrees to conduct tests that Bank may deem necessary to ensure Customer and Bank are able to process the remittance data. The purchase, installation, testing and maintenance of any and all equipment used to receive and process information from Bank is the responsibility of Customer. As soon as possible, and in any event, no later than 48 hours after Bank transmits the remittance data to Customer, Customer agrees to process all such data and to inform Bank of any incorrect, unidentifiable, or unprocessable information (collectively, "Returns").
c. Bank’s Responsibilities. Bank shall develop a program to process and transmit remittance data received from the Network in Customer’s preferred file format . Bank shall transmit Returns to the Network when Customer provides Bank with the Return information. Bank will credit Customer’s account in an amount equal to the payments received and debit Customer’s account in an amount equal to any Returns and, if applicable, any Reversals (defined below).
d. Reliance on Network . Customer acknowledges that Bank’s ability to process payments and remittances are dependent upon the continued use and support of the Network and third-party computers housing the Network and its associated communications network . In the event that access to the Network or its computer communications system is terminated or suspended for any reason, Bank shall not be liable to Customer for any disruptions or failure to provide any part of this Service. Bank assumes no responsibility for the accuracy, timeliness or the completeness of data delivered from the Network to Bank.
e. Optional Reversal Transactions. Reversals are Network-initiated debit messages from payment originators informing of the cancellation of previous transactions. Customer may set debit caps on Reversals to limit the daily debit amount a payment originator may send through the Network. If Customer instructs Bank to accept Reversals, Customer hereby authorizes Bank to debit Customer’s account for the amount of the Reversals.
f. Optional Biller Stop Payment. Biller Stop Payment allows Customer to provide Bank with instructions regarding payments that Customer does not want posted to its account . If Customer instructs Bank to stop a payment from posting to its account, Customer hereby authorizes Bank to return the payment through the Network . Payments that are stopped will not be included in Customer's settlement transaction or the remittance data provided to Customer.

B. INFORMATION REPORTING AND TRANSACTION SERVICES

1. Introduction. Information reporting and transaction Services may be provided by Bank to Customer through SinglePoint ®, Global Trade or other applications or systems as may be introduced by Bank ("System(s)"). The System may be used by Customer to automate many of the Services offered by Bank and may provide access to other Bank systems that initiate transactions . Customer agrees that such use of the System shall be governed by this Section and all other relevant sections of this Agreement. If requested by Customer and agreed to by Bank, Bank will grant access to Bank’s System(s) in the manner agreed to by Bank .

Customer agrees to be bound by any terms of use, privacy policy, license, and other agreements associated with these Systems. Customer agrees to use the System solely to conduct its business with Bank and agrees to limit access to those Agents who require access to the System.

2. Information Reporting. Bank is authorized to store, process, transmit and make available through Bank’s agencies and Systems and through third-party data processing providers (“Providers”) information regarding accounts designated by Customer . Bank or Providers will transmit to Customer information regarding its account(s) and/or other financial data through the System on a periodic basis . Customer may elect to receive data through one or more delivery mechanisms, including, without limitation, the Internet, Application Programming Interface (API), facsimile, secure email or other data transmission options supported by Bank .

Balance and related information for Customer’s account(s) held at other financial institutions may be made available by these financial institutions or Providers that input information into Bank's System . Bank will use reasonable care in submitting data into the System but assumes no responsibility for the accuracy or timeliness of the account information and other financial data supplied by other financial institutions or Providers .

Bank will make every reasonable effort to deliver information by the mutually agreed upon time but does not guarantee a specific delivery time.

Accordingly, Bank’s responsibility to Customer with respect to the delivery of information shall be to deliver such work as close to the agreed time as may be reasonably practicable.

3. Transaction Services. Customer may use SinglePoint®, Global Trade or other similar System to access treasury management or trade finance transaction Services offered by Bank for which Customer has enrolled .

Depending on the type of Service or System feature offered by Bank and selected by Customer, access to the transaction Services may include, but are not limited to, ACH, cash vault, check payables, wire transfer payments, Real -Time Payments (RTP), Zelle disbursements, book transfers, positive pay services, investments, loan services, trust services, letter of credit services, adjustments, returns and exceptions management, receivables management, transaction research and annotation, and system administration.

Page 10 ends

C. ELECTRONIC DEPOSIT SERVICES

1. Introduction; Processing Options . Electronic Deposit Services provide Customer with the option of making electronic deposits using one or more products offered by Bank. Customer agrees that the Electronic Deposit Services shall be governed by this Section and other relevant sections of this Agreement. Customer shall at all times maintain a deposit account with Bank. Customer may use the Electronic Deposit Service to capture checks or check information received from its Payor Customers into Check Images and transmit the same to Bank for processing and collection. Bank will seek to collect such Check Images through the check collection system by presenting or exchanging Check Images , or using Check Images to create a Substitute Check, or a Photo-In-Lieu (“PIL”) for collection. Bank may require that certain employees of Customer attend periodic training in order to use the Electronic Deposit Services.

2. Definitions.
a. “Check Image” means an electronic image of the front and back of an original paper check (including a paper Demand Draft), or an electronic image of a Substitute Check that is created by Customer, Bank or another bank or depository institution in the check collection system. b. “Check Image Metadata” means information about the Check Image, as well as pointers to the actual image data (also known as image tags). c. “Customer System” means the computer hardware and/or software and/or Web-based applications located at Customer’s site that is used by Customer to prepare Electronic Deposits and to access the Electronic Deposit Services.
d. “Demand Draft” or “Remotely Created Check” means a paper item, other than a Substitute Check or PIL, which (i) is drawn on a Payor Customer account, (ii) does not bear the signature of the Payor Customer, and (iii) is authorized by the Payor Customer to be issued in the amount for which the item is drawn.
e. “Electronic Deposit” means electronic information (including Check Images, Check Image Metadata, MICR Data or dollar amount), obtained from capturing information from an original paper check and remittance documentation that is transmitted to Bank for deposit, processing, and collection.
f. "Electronic Deposit Services" means an array of products and services that allow organizations that receive check payments and/or remittance payments to deposit all payments electronically at Bank, as further described in the applicable User Manual.
g. "Electronic Deposit System" means Bank's computer systems or databases that Customer may access in order to obtain Electronic Deposit Services.
h. "MICR Data" means information from the Magnetic Ink Character Recognition stylized printing on the bottom of checks comprising of routing, transit, account and check serial numbers.
i. “Payor Customers” means clients and/or customers of Customer that submit original paper checks or check information to Customer for payment obligations owed to Customer.
j. “Photo-In-Lieu” or “PIL” means a photocopy of the front of an original paper check created from a Check Image.
k. “Substitute Check” means a paper check document that meets the definition of a “substitute check” in the Check Collection for the 21 st
Cent
ury Act as implemented by Regulation CC of the Federal Reserve Board.

3. Customer Authorizations and Notifications. Customer shall adhere to any and all applicable laws, regulations and clearinghouse rules , including but not limited to, obtaining all necessary consents and authorizations from, and/or providing all necessary disclosures to its Payor Customers concerning the creation of Demand Drafts. Customer is solely responsible for ascertaining the content, method, and frequency of any required authorizations and notifications.

4. Det
ermination of Items Eligible for Electronic Deposit.

Only a paper item, payable on demand, and drawn on or payable through or at an office of a bank, is eligible for deposit as a Check Image . Unless permitted by applicable law, Customer represents and warrants to Bank that Customer shall not use the Electronic Deposit Services to transmit Electronically Created Items (as defined in Federal Reserve's Regulation CC). Without limiting the generality of the preceding sentence, the following items are not eligible for deposit as Check Images or an Electronic Deposit under the Electronic Deposit Services, and Customer must deposit these original paper items with Bank: (i) checks, including travelers checks, that are drawn on banks located outside of the United States; (ii) checks payable in a medium other than U.S. dollars; (iii) non- cash items (as defined under Section 229.2(u) of Federal Reserve’s Regulation CC); (iv) promissory notes and similar obligations, such as savings bonds (unless explicitly permitted as an Electronic Deposit in the applicable User Manual); (v) checks issued by and drawn on Customer or an affiliate of Customer; and (vi) any other class of checks or drafts as identified by Bank to Customer from time to time in the User Manual.

5. Capture of Checks and Check Information.
a. For certain Electronic Deposit Services, Customer shall use scanning hardware and/or software that meets Bank's specifications. Depending on the type of Electronic Deposit Service or processing option(s) selected by Customer, in the event the condition of a paper check precludes a complete automated read, Customer shall be responsible for visually inspecting the Check Image. Customer shall be responsible for the repair of any MICR Data (if applicable) and for ensuring that any and all information on the front and back of a paper check is accurately captured and legible in the resulting Check Image, that the resulting Check Image contains an accurate record of all MICR Data required for a substitute check, and that the Check Image otherwise complies with any Check Image or MICR Data quality standards and guidelines that may be established by the American National Standards Institute (ANSI), ECCHO Rules, the Federal Reserve, other applicable regulatory agency or clearinghouse, or which Bank may provide to Customer from time to time.

Customer acknowledges that current image technology may not capt ure all security features (e.g. , watermarks) contained in the original paper checks and agrees to assume any and all losses resulting from claims based on security features that do not survive the image process. b. Customer further acknowledges that Bank does not verify the accuracy, leg
ibility, or quality of the Check Image prior to processing an Electronic Deposit. Bank may, in its sole discretion, reject, repair, alter, amend, re- format or convert the Check Image Metadata or MICR Data submitted in an Electronic Deposit in accordance with general check collection practices and industry presentment standards, but Bank shall have no obligation to reject, repair, alter, amend, re-format or convert the Check Image Metadata or MICR Data. If Bank requires that Customer comply with certain formatting standards or other guidelines outlined in the applicable User Manual when submitting Electronic Deposits (for example, requiring use of the external processing code for identifying Remotely Created Checks) and Customer declines to implement, or comply with, such standards or guidelines, Customer acknowledges that Bank shall not be liable for any error or loss that results from Bank processing such Electronic Deposit or from Bank’s re- formatting or conversion of the Electronic Deposit prior to processing.
c. Bank shall not be liable to Customer for failure to process an Electronic Deposit, or any error that results in processing or collecting an Electronic Deposit: (i) for which Customer has not provided Bank an accurate, complete and legible image of, or information from, the original paper check; (ii) for which Customer has failed to comply with formatting standards or other guidelines required by Bank; or (iii) which would violate this Agreement, the User Manual or any other agreement between Customer and Bank.
d. If Customer desires to make a n Electronic Deposit outside of the contiguous United States, Customer shall seek Bank’s prior approval .

Bank may reject a deposit transaction or terminate the Electronic Deposit Services immediately if Customer fails to obtain Bank’s prior approval. If Customer chooses to access Electronic Deposit Services from locations outside the contiguous United States, Customer is responsible for

Page 11 ends

compliance with local laws . Customer agrees not to use the Electronic Deposit Services in any country that is subject to geographically -based restrictions imposed by OFAC.

6. Upload of Electronic Deposit to Bank.
a. Customer shall upload the Electronic Deposit transmission (containing one or more Electronic Deposits) to Bank prior to the daily cut -off time established by Bank from time to time for the receipt of Electronic Deposits. Any Electronic Deposit transmission received by Bank after its daily cut-off time shall be deemed to have been received by Bank at the opening of its next Business Day. Performance of the Electronic Deposit Services may be affected by external factors such as communication network latency . Customer is responsible for the transmission of the Electronic Deposit until the Electronic Deposit System reports a successful acknowledgement of receipt of the transmission.
b. An Electronic Deposit is received when the entire Electronic Deposit transmission in which that Electronic Deposit is contained is received by Bank in accordance with S ection III.C.6.a above. If only a portion of that Electronic Deposit transmission is received by Bank for any reason, including without limitation, a failure during the transmission to Bank, the Electronic Deposit transmission is deemed to have been not received by Bank with respect to any Electronic Deposit contained in that Electronic Deposit transmission (including any Check Image contained in the portion of that Electronic Deposit transmission that was received). c. Bank will process Electronic Deposit transmission received from Customer either via Check Image or Substitute Check c ollection in accordance with the processing options selected by Customer. For each Check Image sent to Bank in an Electronic Deposit transmission, Customer agrees not to deposit or cash the original paper check nor re- deposit the Check Image at Bank or any other financial institution or other business.
d. A per item limit, dollar limit, or deposit limit may be established by Bank in its sole discretion and communicated to Customer . If any such limit is established, Bank shall have no obligation to process items or files in excess of the limit.

7. Funds Availability. Customer agrees that the transmission of Check Images using Electronic Deposit Services is not subject to the funds availability requirements of Regulation CC. Bank may, at any time, and in its sole discretion, provide a one- time notification to Customer if Bank intends to delay funds availability beyond ordinary Regulation CC funds availability time frames for items submitted by Customer using Electronic Deposit Services. In such instance, funds deposited will be available for withdrawal three (3) business days after electronic transmission to Bank, subject to any holds placed on the account as permitted under this Agreement. Bank may, but is not required to, make such funds available sooner.

8. Collection of Check Images. Notwithstanding anything to the contrary in this Agreement, Bank may in its sole discretion determine the manner in which Bank will seek to collect a Check Image deposited by Customer for check collection. Without limiting the generality of the preceding sentence, Bank may, at its option: (i) present or transfer the Check Image to the paying bank, a Federal Reserve Bank, check clearinghouse, image share/exchange network, or other bank; (ii) create a Substitute Check or a PIL from the Check Image and collect such item, or (iii) request that Customer provide to Bank the original paper check from which the Check Image was created and then collect the original paper check. Depending on the collection method, the Check Image or physical item is subject to the rules of that clearinghouse, Federal Reserve Bank, or image share/exchange network or financial institution agreement.

9. Storage of Check Images. Bank shall store Check Images and other check information on the Electronic Deposit System in accordance with Bank's record retention schedule and shall make such information available to Customer according to the applicable User Manuals and fee schedule. If the Electronic Deposit Services are terminated, Customer may obtain Check Images or check information at the price outlined in the fee schedule.

10. Franking, Endorsement, Retention and Destruction of Original Paper Checks. Depending on the requirements outlined in the applicable User Manual, Bank may require, or strongly recommend, that Customer frank or mark the face of each original check after successfully capturing each Check Image to help ensure that an item is not deposited more than once either as a Check Image or physical check. Bank may require Customer to restrictively endorse each check prior to capturing each Check Image. Customer shall destroy the original paper check based on guidelines identified in the applicable User Manual and shall employ commercially reasonable methods to securely store the original paper check until destruction. At Bank’s request, Customer shall provide the original paper check to Bank if the original paper check has not been destroyed by Customer and Bank needs the original paper check to process a payment or resolve a dispute arising from an Electronic Deposit.

11. Representations and Warranties. With respect to each Check Image or Electronic Deposit that Customer transmits to Bank, Customer is deemed to make any representation or warranty that would have applied had Customer deposited the original paper check, including without limitation, that no party will receive a presentment or otherwise be charged for a paper check, whether presented in paper or electronic form, which Customer has converted to a Check Image such that such party is asked to make payment of a check which has already been paid. In addition Customer is deemed to make to Bank any representation, warranty or indemnification that Bank makes, under applicable law, clearinghouse rule, Federal Reserve Operating Circular, Federal Reserve Regulation (including without limitation Regulation CC), bi-lateral agreement or otherwise, to any person (including without limitation a collecting bank, a Federal Reserve Bank, a Receiving Depository Financial Institution, a paying bank, a returning bank, a depository bank in possession of the original paper check, the drawee, the drawer, any endorser, or any other transferee) when Bank transfers, presents or originates a Check Image, Substitute Check or PIL created from the Electronic Deposit.

12. Customer Responsibility . With respect to each Check Image, Electronic Deposit or other image that Customer transmits to Bank, Customer agrees to defend, indemnify and hold Bank harmless from and against any and all claims, demands, damages, losses, liabilities, penalties and expenses (including, without limitation, reasonable attorney fees and court costs at trial or on appeal) arising directly or indirect ly:
(a) from Customer’s breach of a representation or warranty as set forth in Section III.C.11 above; (b) as a result of any act or omission of Customer in the capturing, creation or transmission of the Check Image or Electronic Deposit, including without limitation, the encoding of the MICR Data from the original paper check; (c) from any duplicate, fraudulent or unauthorized check, Check Image, Substitute Check or PIL; (d) for any loss caused by Bank’s acceptance of a Check Image, or creation of a Substitute Check or PIL instead of presentment of the original paper check; (e) out of Customer's deposit of an Electronically Created Item; or (f) from any other act or omission arising out of Bank’s action or inaction taken pursuant to any request by Customer or pursuant to this Agreement. This S ection III.C.12 shall survive termination of the Agreement.

13. Security Procedures and Right to Audit. Customer shall comply with all security procedures for the Electronic Deposit Services that are established by Bank or set forth in the applicable User Manual. Customer is solely responsible for (i) maintaining its own internal security procedures; (ii) safeguarding the security and confidentiality of any information that is obtained from Payor Customers’ checks, Check Images and other information that is either printed from, stored on, or downloaded to, the Customer System, Electronic Deposit System, or Customer’s other computer/data systems or portable media; and (iii) preventing errors or unauthorized access to the Customer System or the Electronic Deposit System. Bank reserves the right to periodically audit Customer's security procedures and information technology processes and to mandate controls.

14. Mobile Remote Deposit Services (“Mobile Services”) . Depending on the type of Electronic Deposit Service selected by Customer, Mobile Services is an optional add- on service that will allow Customer to make remote check deposits and obtain check deposit history made through the Mobile Services using a supported mobile device. If Customer selects Mobile Services, Customer will need to download and install a Mobile Service application on compatible and supported mobile phones, tablets, or other devices (collectively, “Devices”).

Page 12 ends

a. Description of Mobile Services. Mobile Services allow Customer to use a Device to take photographs of the front and back of the check and to transmit the Check Image to Bank in a secure data encrypted format using Customer’s mobile service provider’s cellular network or the Internet (collectively, “Network”). Certain Mobile Services may allow Customer to use a Device to enter remittance data and to take photographs of the front and back of remittance and general documents associated with the Check Image for reporting and research purposes.
b. Use of Mobile Services. Customer agrees to use Mobile Services in accordance with this Agreement, other user requirements provided in the User Manual and the downloaded mobile application. Bank reserves the right to modify the scope of Mobile Services at any time or change or upgrade Mobile Services from time to time, including the right to cease offering the Service on a previously supported Device. Bank also reserves the right to refuse any Electronic Deposit requested through the Service because a Check Image fails image quality standards, is detected as a duplicate item, or for any other reason in Bank’s sole discretion. Customer understands and agrees that Mobile Services may not be accessible at all times due to Network connectivity or may have limited utility over some Networks, such as while roaming. Customer acknowledges and agrees that Bank may use geolocation technology to track that Mobile Services activity occurs within the contiguous United States.
c. Software. Customer agrees not to use Mobile Services, or the content or information delivered through Mobile Services , in any way that would infringe upon any third-party copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy, including any rights in the Mobile Services software. In the event Mobile Services is terminated or Customer’s software license is revoked for any reason, Customer’s access to Mobile Services will be removed immediately.
d. Service Limitations.
i. Neither Bank nor Customer’s mobile service providers can always foresee or anticipate technical or other difficulties related to Mobile Services, which may result in loss of data, personalization settings or other interruptions . Bank assumes no responsibility for the timeliness of any Mobile Services transmissions or
communications, or the loss or failure to store any user data, communications, or personalization settings in connection with a Device and Customer’s use of Mobile Services.
ii. Bank shall not be responsible for the operation, security, functionality or availability of any Device or Network that Customer utilizes to access Mobile Services. Transmission of a Check Image shall not be deemed received unless the Device reports a successful acknowledgement of receipt of the transmission .

Customer agrees to exercise caution when utilizing Mobile Services on Devices and to train its Authorized Users to exercise good judgment and discretion when accessing or transmitting
information.
iii. Information about activity is synchronized between the Mobile Services software and Bank’s Electronic Deposit System, however, deposit information available via the Mobile Services application may differ from the information that is available directly through the Electronic Deposit System . Information and features available directly through the Electronic Deposit System may not be available via the Mobile Services application and may be described using different terminology. The method of entering information via the Mobile Services application may also differ from the method of entering instructions through the Electronic Deposit System .

Customer agrees that Bank shall not be liable for any errors or delays in the content as a result of Customer’s use of the Mobile Services software.
iv. Customer acknowledges that its mobile service carrier or provider may provide for fees, limitations, and restrictions such as data usage charges or data throttling which may have an impact on Customer’s use of or interaction with Mobile Services . Customer agrees to be solely responsible for all such fees, limitations, and restrictions.
e. Sec
urity.
i. If Customer permits its employees or agents to use their own personal mobile devices to access Mobile Services, Customer assumes any and all risks associated with the use of personal mobile devices, including but not limited to, any risk that compromises the integrity of Customer’s corporate network or sensitive business data. Customer is solely responsible for implementing policies that will help mitigate the risk of allowing employees to use personally -owned mobile devices, which may include but are not limited to, requiring that Devices are configured and managed with information assurance controls commensurate with the sensitivity of the underlying data and employing Mobile Device Management (MDM) software or other software that secures, monitors, manages and supports mobile devices deployed across operators, service providers and enterprises.
ii. Customer shall ensure that its employees or agents exercise appropriate precautions surrounding the use and safeguarding of the Devices at all times . Customer agrees not to leave Devices unattended when logged into Mobile Services and to log off immediately at the completion of each access . Customer agrees that either a username and password or biometric verification are the agreed- upon security procedures and that such security procedures are commercially reasonable. If these security procedures are used to access Mobile Services, Customer agrees that any transactions using Mobile Services are hereby authorized.

If Customer permits other persons to use a Device, login information or any other means to access Mobile Services, Customer will be responsible for the resulting transactions, and Bank shall have no liability for any damages Customer may incur.
iii. Devices with internet capabilities are susceptible to viruses .

Customer is responsible for ensuring that each Device is protected from and free form viruses, malicious software (“malware”) and other harmful components which could result in damage to programs, files, or the Device, or could result in information being intercepted by a third party . Bank shall have no liability for any damages which may result from such viruses, malware, or other harmful components.

Page 13 ends

D. ACH SERVICES

1. Introduction. If requested by Customer and agreed to by Bank, Customer or its Agent may initiate credit or debit Automated Clearing House (“ACH”) transactions (“Entries”) for payments ("Credit Entries") and/or collections ("Debit Entries") on Business Days to its accounts or the accounts of others (“Receivers”) in accordance with Bank’s security procedures and this Agreement. Bank will act as an Originating Depository Financial Institution (“ODFI”) with respect to such Entries.

Bank may process Entries directly, through one or more clearinghouses, or through the mechanism selected by Bank . Customer’s rights and obligations with respect to such Entries are governed by applicable law and the NACHA Rules, as amended from time to time. Customer acknowledges that it shall be bound by the then-current version of the NACHA Rules and agrees not to initiate any Entry in violation of the NACHA Rules or applicable federal, state or international law, regulation or clearinghouse rules, including, without limitation, Regulation E of the Board of Governors of the Federal Reserve System, regulations promulgated by the Office of Foreign Assets Control, FinCEN, rules governing the Canadian, Mexican and European payments systems and Operating Circular 4 of the Federal Reserve Bank (collectively referred to herein as the "Rules"). Customer acknowledges and agrees that Bank shall have the right to examine Customer’s books, records and systems to ensure Customer’s compliance with the Rules and this Section I II.D and that Bank shall further have the right to suspend Services if Bank determines, in its sole and absolute discretion, that Customer is not complying with the Rules and/or this Section I II.D. Customer acknowledges that a copy of the NACHA Rules is available through NACHA at current NACHA prices . Bank shall have the right, in its sole discretion, to terminate or suspend ACH Services immediately if Bank is legally or contractually required to place a hold on funds or a portion of the funds in Customer's account(s) . Bank may also, in its sole discretion, delay, suspend or reject an ACH file or Entry if the Bank has a reasonable basis to suspect the ACH file or Entry may be unauthorized or fraudulent.

Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in the NACHA Rules.

2. Entry Origination/Processing Dates/Deadlines. Customer may initiate Entries in the manner and format agreed to by Bank . ACH files transmitted to Bank shall be in an unbalanced file format unless otherwise agreed to by Bank. Bank has the right to restrict the standard entry class (“SEC”) codes utilized by Customer. If notified by Bank of such restriction, Customer must cease use of the SEC code and the underlying transaction type. Customer agrees that all Entries (regardless of SEC Code) that involve the storage, exchange, or transmission of banking information via unsecured electronic networks shall be encrypted or transmitted via a secure session, using a commercially reasonable security technology that complies with regulatory guidelines. Bank will establish a deadline for the receipt of Entries from Customer (“Deadline”) . Bank may establish different Deadlines for Entries depending on the method of delivery employed by Customer and all such Deadlines are subject to change.

Bank must receive Customer’s Entries at or prior to the Deadline for the Entries to be processed on the Business Day of receipt . Entries received after the Deadline, Entries that contain an Effective Entry Date that is invalid or stale, or Entries that are ineligible for Same Day ACH, will be processed on the next Deadline, which may be the next Business Day .

Entries with settlement dates of more than thirty (30) calendar days from receipt will not be processed unless prior arrangements have been made.

If Customer has opted- in for Same Day ACH, Customer acknowledges that any Entry using the current day’s date as the Effective Entry Date that is submitted to the ACH Operator prior to the Deadline shall carry the Same Day ACH fee. The Same Day ACH fee is not charged for Same Day ACH Entries that are on- us and not submitted to the ACH Operator . If Customer has not opted-in for Same Day ACH and submits an Entry prior to the Deadline using the current day’s date as the Effective Entry Date, Customer acknowledges that such Entry shall be processed on the next Business Day . If Customer requests, Bank may, in its sole discretion, process Same Day ACH Entries for Customers that have not opted in for Same Day ACH in certain contingency scenarios . Customer acknowledges that this option may not be available in every scenario due to the earlier Deadline, or other applicable restrictions, for Same Day ACH Entries. Customer agrees that if this option is utilized, Customer will be charged a special processing fee for each ACH file, plus the additional Same Day ACH per Entry fee for all Entries going to other financial institutions.

3. Content and Secondary Authorization . In submitting any Entry, Customer shall be responsible for providing all information required by Bank. Customer bears sole and exclusive responsibility to verify that the information set forth in Entries submitted to Bank is authentic, accurate and conforms to the Rules. The Services hereunder are only designed to respond to information provided by Customer . Accordingly, any inaccuracy in any information provided by Customer may result in unintended processing by Bank. Bank bears no responsibility for detecting or reporting any error in data supplied by Customer and shall not be liable to Customer for any information provided by Customer with respect to an Entry which is inaccurate, incomplete, or otherwise incorrect . Bank strongly recommends that Customer utilize a second individual to review and approve ACH files prior to submission to Bank . Customer acknowledges and agrees that such a security procedure is commercially reasonable and that Customer’s failure to use this procedure substantially increases Customer’s risk of an unauthorized ACH file.

4. Entry Limits and Payment . Customer agrees to comply with any applicable per transaction or aggregate Entry limits established by the Rules. Customer shall at all times maintain a settlement account with Bank for the purpose of funding Customer’s Entries (“Account”). The total dollar amount of Entries initiated by Customer through Bank under all ACH Services and pending on a given day shall not exceed the lesser of collected or available balances in the Account or an exposure limit should one be established by Bank (“Exposure Limit”) . Establishment of an Exposure Limit should not be interpreted or construed by Customer as a commitment or agreement to provide any credit or loans to Customer and is subject to modification or termination at any time by Bank . Customer shall pay Bank for all Entries and authorizes Bank to charge its Account or any other account with Bank in the amount of such Entries . Bank shall have the right in its sole discretion to reject any or all Entries initiated by Customer without notice if Bank has reason to believe that there will be insufficient available funds on the relevant settlement date, even if Bank may have previously accepted Entries for processing with insufficient available funds in the Account. Customer will receive funds for any Debit Entry on the ACH settlement date. Bank shall credit the Account in any amount payable to the Customer, subject to Bank’s right to make adjustments in accordance with this Agreement. Bank may establish, monitor, and periodically review Customer's Exposure Limit and Customer's compliance thereof, and may, in Bank's sole discretion, cease processing Entries based on such review.

5. Account Verification. The NACHA Rules require Customer to use a commercially reasonable procedure to verify the validity of certain account information prior to originating an Entry to the account for some SEC Codes. Customer is solely responsible for performing such verification. a. Prenotification. To the extent permitted by the Rules, Customer may elect to send a prenotification that it intends to initiate an Entry to a particular account in accordance with the procedures set forth in the Rules or by Bank. The prenotification can be returned or result in a Notification of Change ("NOC") . If the prenotification is returned, Customer shall research the problem and make any necessary corrections before transmitting another Entry . If the prenotification results in a NOC, Customer shall make the required change prior to initiating another Entry or issue a Refused NOC. Bank offers an optional Service that allows Bank to track Customer's NOC on Customer's behalf. If Customer selects this option, Bank shall only manage the changes to the routing numbers, account numbers and transaction codes.
b. Micro-Entries. To the extent permitted by the Rules, Customer may elect to initiate one or more Credit Entries of less than $1 for purposes of account validation ( each, including any offsetting Debit Entry, a “Micro- Entry). Micro-Entry credit amounts must be equal to, or greater than, Micro-Entry debit amounts and must be transmitted to settle at the same time. In the Micro-Entry, Customer must use (i) an easily recognizable company name that is the same or similar to what will be used in subsequent Entr ies and (ii) “ACCTVERIFY” in the company entry description field. Customer must use commercially reasonable fraud detection which includes monitoring forward and return Micro- Entry volumes.

Page 14 ends

6. Notification of Change (“NOC”). A NOC is created by the Receiving Depository Financial Institution (“RDFI”) to notify Customer (via Bank) that previously valid information contained in a posted Entry is outdated, or information contained in a prenotification or live transaction is erroneous or improperly formatted and should be corrected . Bank offers NOC Manager, which is a Service that allows Bank to track Customer’s NOC on Customer’s behalf. NOC Manager only manages the changes to routing numbers, account numbers and transaction codes . Bank, in its sole discretion, may require that Customer enroll in NOC Manager as part of ACH Services provided to Customer.

7. Data Breach Notification . Customer may have gathered personal or financial information of its customers for the purpose of initiating ACH transactions. Such information may include, without limitation, the customer’s bank account number together with the bank routing number, or the customer’s name together with the customer’s social security number or tax identification number . Customer agrees to immediately report to Bank any loss, theft, or unauthorized access of such information (“data breach”) by or from Customer, its Agent, or third- party service provider, if circumstances indicate that the misuse of such information has occurred or is reasonably possible. Customer acknowledges that Bank may have an obligation to report any data breaches to NACHA and other affected parties, and agrees to establish appropriate procedures to prevent, detect, investigate, and report data breaches . If applicable to Customer, Customer agrees to render electronically stored account numbers used in the initiation of Entries unreadable in accordance with the requirements and effective dates specified by NACHA.

8. ACH Secured Funds Entries. Bank may, at any time, and in its sole discretion, require Customer to prefund some or all Credit Entries that Customer desires to initiate . Customer acknowledges and agrees that such funds are held solely for the benefit of Bank and that Customer will not be entitled to earn any interest thereon. Upon initiation of such Credit Entries, Bank is authorized to immediately charge the Account (in the total amount of such Entries) . If ACH Secured Funds is used to initiate Debit Entries, funds will be credited to the Account on the settlement date of the transaction. However, such funds shall not be available for withdrawal from the Account for two Business Days, or such other period as determined by Bank, after the settlement date.

9. File Confirmation System. Customer shall at all times comply with applicable file confirmation procedures and any security procedures established by Bank. Such procedures are solely for the purpose of verifying the origination of Entries by Customer or Bank's receipt of the ACH file and/or batch (but not for errors in transmission or content). a. Control Totals. If Customer elects to provide Bank with the total dollar value of Entries and any other necessary information ("Control Totals"), Customer must telephone Bank’s Interactive Voice Response system or input Control Totals through SinglePoint each time it originates Entries .

After Bank receives Customer's ACH file, Bank will compare the information in the ACH file to the Control Totals. If the information matches the Control Totals, Bank will process the ACH file. Bank will notify Customer if the Control Totals do not match the information in the ACH file, or if Bank receives an ACH file without receiving Control Totals or vice versa. Bank will not process an ACH file unless it receives conforming Control Totals before established Deadlines.
b. Confirmation of Receipt. If Customer elects not to provide Bank with Control Totals but elects to receive a confirmation report or file, Bank shall provide Customer with a confirmation that Bank received Customer's ACH file and/or batch. After Customer receives the confirmation report or file, Customer will compare the confirmation information to Customer's ACH transmission information. If the information does not match, Customer shall notify Bank before Bank’s established deadline, failing which, Bank shall process Customer’s ACH file and/or batch. Customer acknowledges that the confirmation report or file is for the sole purpose of verifying Bank's receipt of the file and does not signify any validation of data . Customer bears sole responsibility for any inaccurate or incomplete information provided to Bank if Customer fails to notify Bank prior to Bank's processing of Customer's file.

10. Rejected and Returned Entries, Unauthorized Entries. Bank may reject any Entry that is not initiated in accordance with this Agreement. In the event that an Entry is rejected, or returned by an ACH processor, for any reason whatsoever, it shall be Customer’s responsibility to reinitiate the Entry. Bank will give Customer or its designated Agent notice of any rejected or returned Entry in the manner agreed to by the parties. Bank is authorized to debit/credit the Account for Entries that are returned to Bank.

Unless the return is caused by Bank’s failure to properly execute an Entry, Bank has no obligation to pay Customer interest on the amount of any returned Entry debited from the Account. A Receiver may, in some cases, have the right to have an unauthorized or erroneous Debit Entry credited to its account. Customer agrees that Bank may deduct the amount owing to the Receiver from Customer’s Account upon Bank’s receipt of proper notice from the Receiver’s bank. Bank may charge back against Customer any Debit Entry that is returned or reversed by the RDFI. Bank may, in its sole discretion, suspend Customer’s use of ACH Services due to excessive return activity.

11. ACH Redeposit Service. If requested by Customer and agreed to by Bank, Bank will reinitiate (maximum of two times) each Debit Entry returned for insufficient or uncollected funds.

12. Amendment of Entries. Customer does not have the right to delete, reverse or amend any Entry (each, an “Adjustment Request”) after it has been received by Bank. If Customer sends Bank an Adjustment Request via internet, secure email, or fax in accordance with the terms of this Agreement, Bank will make reasonable efforts to act on the Adjustment Request. All Adjustment Requests must be received by Bank prior to the established deadlines, and even if the Adjustment Request is made in a timely manner, Customer acknowledges that an Adjustment Request may prove unsuccessful (for example, if it is returned by the RDFI for non- sufficient funds). Customer agrees to indemnify Bank in connection with any Adjustment Request in accordance with applicable law. a. Internet Option . If Customer has selected the Internet Option, Customer may use SinglePoint® to transmit information to Bank for the purpose of amending ACH files . Customer agrees to comply with any applicable software agreement, user guide and any established security procedures.
b. Secure Email Option . If Customer has selected the Secure Email Option, Customer may send an Adjustment Request to a designated shared mailbox at Bank.
c. Fax Option. If Customer has selected the Fax Option, Customer may transmit an Adjustment Request to Bank via facsimile to a designated facsimile number. Customer acknowledges that the Internet and Secure Email Options are substantially more secure than the Fax Option.

Customer agrees to be bound by any instructions submitted via the Fax Option, whether or not authorized, issued in its name and accepted by Bank in accordance with the agreed procedures.

13. Customer Representations/Indemnity . Customer represents and warrants to Bank that each Entry: (i) complies with the terms of this Agreement and the Rules; (ii) does not breach any warranty of Customer or Bank contained in this Agreement or the Rules; (iii) complies with applicable state, federal and international laws and rules, including, without limitation, the Electronic Funds Transfer Act, Regulation E and regulations overseen by the Office of Foreign Assets Control; (iv) is accurate, timely, and authorized; and (v) that any Debit Entry is for a sum that on its settlement date is due and owing from the Receiver to Customer or is a correction of a previously transmitted erroneous Credit Entry. For all WEB Debit transactions, Customer further represents and warrants that it will validate account information by use of a commercially reasonable fraud detection system (i) for the first use of new account information; and (ii) when the Receiver makes a change to its account. With respect to each ACH Entry (regardless of SEC Code), Customer is deemed to make to Bank any representation or warranty that Bank makes, under applicable law or the Rules to any person, RDFI, or any other transferee. Receiver authorizations shall expressly authorize Bank to transmit corrective entries to the Receiver’s accounts to correct a prior Entry and shall authorize Customer to release to Bank all information concerning its Receivers that is required by Bank to recover such Entries . Customer shall immediately cease initiating Entries upon receiving actual or constructive notice of the termination or revocation of the Receiver's authorization . Customer will retain each authorization received by Customer for such period of time as

Page 15 ends

may be required by the Rules or applicable law and shall provide Bank with copies of such authorizations upon request. Customer will defend, indemnify and hold Bank harmless from and against any and all claims, demands, expenses, losses, liabilities, and damages, including without limitation, NACHA fines, reasonable attorney fees and court costs at trial or on appeal that arise directly or indirectly out of any Entry initiated by Customer in violation of this Agreement or the Rules.

14. Re- presented Check Entries. NACHA Rules allow Customer to initiate an Entry to collect certain checks that have been returned unpaid for insufficient or uncollected funds ("RCK Entry") . In the event that Customer initiates an RCK Entry to Bank for check collection purposes, Customer agrees that such RCK Entry will comply with all provisions of this Agreement and applicable Rules and makes the following additional representations and warranties regardless of which entity initiates the RCK Entry on its behalf:
a. Each check is eligible under NACHA Rules to be collected via an RCK Entry.
b. Customer has no knowledge of any insolvency , and it has good legal title to the returned item.
c. All signatures on the returned item are authentic and authorized, and the returned item is without alteration, not subject to claims or defenses, and will not be presented to the paying bank.
d. The RCK Entry accurately reflects the item and any information encoded after issue in magnetic ink is correct . (RCK Entries cannot be used for collection fees.)
e. Any restrictive endorsement placed on the item is void or ineffective. f. Customer has provided clear and conspicuous notice of its electronic check representment policy in advance of receiving the item to which the RCK Entry relates.
g. The Customer will provide to Bank immediately upon request a copy of the front and back of the returned item, provided that the request is made within seven (7) years of the settlement date of the RCK Entry.

15. Internet-Initiated Entries. NACHA Rules allow Customer to initiate a Debit Entry to a consumer Receiver's account pursuant to an authorization obtained from the Receiver via the Internet ("WEB Entry"). In the event that Customer initiates a WEB Entry to Bank, Customer agrees that such WEB Entry will comply with all provisions of this Agreement and applicable Rules and makes the following additional representations and warranties regardless of which entity initiates the WEB Entry on its behalf:
a. Customer has employed a commercially reasonable fraudulent transaction detection system to screen each WEB Entry . As of the effective date specified by NACHA, a commercially reasonable fraudulent transaction detection system must include, at a minimum, validation of the account number to be debited for each Web Debit Entry . This validation must be completed for the first use of such account number as well as each time there is a change in such account number.
b. Customer has employed commercially reasonable methods of authentication to verify the identity of the Receiver.
c. Customer has taken commercially reasonable steps to verify that routing numbers are valid.
d. Customer has established a commercially reasonable secure Internet session prior to the key entry by the Receiver of any banking information and through the transmission of the data to Customer . If regulatory requirements or technological advancements drive the commercially reasonable standard to change, Customer agrees to comply with the new standard.
e. Customer has and will conduct an annual audit to ensure that the financial information that Customer obtains from its Receivers is protected by security practices that include adequate levels of: (1) physical security to protect against theft, tampering, or damage, (2) personnel and access controls to protect against unauthorized access and use, and (3) network security to ensure secure capture, storage and distribution of financial information. Customer will provide proof of Customer's security audits to Bank upon request. Any such information provided to Bank shall be kept confidential except as required to be disclosed by applicable law, rule, or regulation. Bank may cease processing Entries for Customer if Bank in its sole discretion determines that Customer's security procedures are inadequate.

16. Telephone-Initiated Entries. NACHA Rules allow Customer to initiate a Debit Entry to a consumer Receiver's account pursuant to the Receiver's oral authorization and banking information obtained via the telephone ("TEL Entry"). In the event that Customer initiates a TEL Entry to Bank, Customer agrees that such TEL Entry will comply with all provisions of this Agreement and applicable Rules and makes the following additional representations and warranties regardless of which entity initiates the TEL Entry on its behalf:
a. Receiver Authorization. Customer shall obtain the Receiver's explicit authorization prior to initiating a Debit Entry to the Receiver's account . In the event that Customer obtains the Receiver's authorization verbally, Customer will either tape record the Receiver's oral authorization or provide, in advance of the settlement date of the Entry, written notice to the Receiver that confirms the oral authorization. Customer agrees that, at a minimum, the following specific information is disclosed to, and acknowledged by, the Receiver during the telephone call:
(i) the date on or after which the Receiver's account will be debited; (ii) the amount of the Debit Entry to the Receiver's account; (iii) the Receiver's name;
(iv) the account to be debited;
(v) a telephone number that is available to the Receiver and answered during normal business hours for customer inquiries;
(vi) the date of the Receiver's oral authorization;
(vii) a statement that the authorization obtained from the Receiver will be used to originate an ACH debit to the Receiver's account; (viii) for recurring TEL entries, the amount of recurring transactions; and (ix) for recurring TEL entries, the timing (including the start date), number, and/or frequency of the electronic fund transfers.

Customer shall retain either the original or a duplicate tape recording of the Receiver's oral authorization or a copy of the written notice confirming the Receiver's oral authorization for two years from the date of the authorization and shall immediately provide same to Bank upon request.

If Customer chooses to provide the Receiver with written notice confirming the Receiver's oral authorization, Customer will disclose to the Receiver during the telephone call the method by which such notice will be provided. b. Security Procedures. In addition to all other representations and warranties contained in this Agreement and the Rules , Customer also represents and warrants the following each time it delivers a TEL Entry to the Bank that it has (a) utilized a commercially reasonable security procedure to verify the identity of the Receiver, including name, address and telephone number; and (b) further that Customer has established commercially reasonable procedures to verify the accuracy of the RDFI’s ABA routing and transit number.

17. Accounts Receivable and Back Office Conversion Entries.

NACHA Rules allow Customer to utilize ACH to collect consumer check payments received via U.S. mail or at a dropbox location ("ARC Entry") .

NACHA Rules also enable Customer to convert during back -office processing checks presented either at the point of purchase or a manned bill payment location ("BOC Entry"). In the event that Customer initiates an ARC or BOC Entry to Bank, Customer agrees that such ARC or BOC Entry will comply with all provisions of this Agreement and applicable Rules and makes the following additional representations and warranties regardless of which entity initiates the ARC or BOC Entry on its behalf:
a. Prior to the receipt of each check, Customer has provided clear and conspicuous notice to the Receiver: (i) that receipt of the check is authorization for a payment as a check transaction or for a one-time ACH

Page 16 ends

debit to the Receiver's account; and (ii) of Customer's phone number for inquiries regarding BOC Entries.
b. Customer shall provide a copy of the notice to the Receiver at the time of the transaction if the Receiver presents the check in-person. c. Each check is eligible as a source document under NACHA Rules to be collected via an ARC or BOC Entry.
d. Customer shall use a reading device to capture the Receiver’s routing number, account number, and check serial number from the source document.
e. The amount of the entry, the routing number, the account number, and the check serial number are in accordance with the source document. f. The source document to which the ARC or BOC Entry relates will not be presented for payment.
g. Customer has established policies and procedures to destroy the source document as soon as is reasonable and shall use commercially reasonable methods to securely store the source document until such destruction.
h. Customer shall use commercially reasonable methods to securely store all banking information relating to the ARC or BOC Entry. i. Customer shall retain a reproducible and legible image, microfilm or copy of the front of the Receiver's source document for two years from the settlement date of each ARC or BOC Entry and shall immediately provide same to Bank upon request.
j. For BOC Entries, Customer has employed commercially reasonable procedures to verify the identity of each Receiver of BOC Entries. k. For BOC Entries, Customer maintains a working telephone number that is answered during Customer’s normal business hours for Receiver inquiries regarding BOC transactions.

18. Point of Purchase (POP) Entries. NACHA Rules allow Customer to initiate a Debit Entry to a Receiver’s account for in- person purchases made by check at the point -of-purchase (“POP Entry”). In the event that Customer initiates a POP Entry to Bank, Customer agrees that such POP Entry will comply with all provisions of this Agreement and applicable Rules and makes the following additional representations and warranties regardless of which entity initiates the POP Entry on its behalf:
a. Customer has posted a notice in a prominent and conspicuous location at the point-of-purchase and provided the Receiver with a written notice of same: (i) that when a check is provided as payment, it is authorization for payment as a check transaction or for a one- time ACH debit to the Receiver's account; and (ii) that funds may be withdrawn from the Receiver’s account the same day payment is made.
b. Each check is eligible under NACHA Rules to be collected via a POP Entry and the Receiver has not opted out of check conversion. c. Customer has used a reading device to capture the Receiver’s routing number, account number, and check serial number from the source document.
d. Customer has provided a receipt to the Receiver containing the Originator name, telephone number, date of transaction, transaction amount, check serial number of the source document, merchant number, terminal city, and state; and Customer has not included the Receiver’s complete account number or complete identification number on such receipt.
e. Customer has returned the voided source document to the Receiver after capturing the necessary check information and the source document was not previously negotiated, voided, or provided by the Receiver for use in any prior POP Entry.
f. Customer has obtained the Receiver’s authorization and provided a copy of same to the Receiver, which: (i) is in writing and signed or similarly authenticated by the Receiver; (ii) is readily identifiable as an ACH debit authorization; (iii) clearly and conspicuously states its terms; and (iv) states that the check will not be processed.

19. International ACH Transactions (IAT) Entries. NACHA Rules allow Customer to initiate or receive international payment transactions transmitted via the ACH network.
a. In the event any part of an Entry originates from, or is transmitted to, a financial agency office located outside the territorial jurisdiction of the United States that handles the payment transaction ("IAT Entry"), Customer agrees that such IAT Entry will comply with all provisions of this Agreement and applicable Rules. Customer acknowledges that an IAT Entry is ineligible for Same Day ACH. Customer also makes the following additional representations and warranties regardless of which entity initiates the IAT Entry on its behalf:
(i) Customer is in compliance with U.S. law, including, but not limited to, Customer’s obligations under programs administered by OFAC and FinCEN.
(ii) The origination of an outbound IAT Entry is in compliance with the laws and payment system rules of the receiving country. (iii) In the case of an IAT Entry to a non-consumer account, Customer has an agreement with the Receiver whereby the Receiver has agreed to be bound by the Rules.

IAT Entries may be processed by Bank through a correspondent bank .

Bank assumes no liability for delays, non- delivery, late returns, or other events resulting from processing delays by the correspondent bank or for other causes beyond Bank’s control. Cancellation or amendment of an IAT Entry involving non-U.S. dollar currency is subject to any rate exchange loss as determined by Bank . Customer agrees to sell any canceled or amended Entry to Bank at the then current applicable foreign currency buy rate.
b. Remittance Transfer Provider. If Customer is at any time classified as a Remittance Transfer Provider under Regulation E, Customer represents, warrants, and agrees that:
(i) Customer shall be responsible for performing and complying with the requirements of 12 CFR Part 1005, including, but not limited to, providing disclosures to the consumer (sender) , the error resolution procedures , the provision of any remedies to the consumer, and the cancellation and refund of remittance transfers; (ii) Bank is acting as an agent and not as a Remittance Transfer Provider when performing activities on behalf of Customer; and (iii) Even if Bank is deemed a Remittance Transfer Provider under applicable law, Customer shall take all actions necessary to comply with the obligations of a Remittance Transfer Provider.

Customer agrees to indemnify and hold Bank harmless from and against any and all loss, liability, damage, costs and expenses (including attorneys’ fees) that Bank may sustain in reliance on Customer’s representations and warranties set forth in this Agreement or the Rules.

20. Third-Party Vendors. If Customer initiates Entries through a third- party vendor or processor (“Vendor”), Vendor is the agent of Customer and not of Bank. If Customer uses a Vendor, Customer shall be deemed to have authorized Bank to follow the instructions of such Vendor to the same extent and under the same conditions as would apply if the instructions came direct from Customer and Customer shall be responsible for ensuring that such Vendor fully complies with the Rules and this Agreement. Bank is not responsible for the acts or omissions of Vendor and Customer agrees to be liable for and hold Bank harmless from, any losses caused by the acts or omissions of Customer’s Vendor.

21. Third-Par
ty Sender. If Customer is transmitting Entries as a third- party vendor or processor on behalf of originators (“Third-Party Sender”) or if, as a Third-Party Sender, Customer is transmitting Entries on behalf of another Third-Party Sender ("Nested Third- Party Sender"), Customer agrees to be bound by the applicable terms provided in this Agreement and the Rules. Customer warrants to Bank that each originator and Nested Third-Party Sender has agreed to assume the responsibilities of an Originator or Third- Party Sender under NACHA Rules and that ACH Entries shall not be initiated in violation of laws of the United States .

Customer represents that it has executed an ACH agreement with each Originator and Nested Third-Party Sender, and that the agreement binds

Page 17 ends

the Originator or the Nested Third- Party Sender to the NACHA Rules .

Customer shall provide Bank with the list of a ll Originators and Nested Third-Party Senders, copies of the agreements, and other information deemed reasonably necessary to identify Originators or Nested Third- Party Senders within two (2) Business Days of Bank’s request. Bank reserves the right to review the list of Originators and Nested Third-Party Senders for which Customer is transmitting the Entries and to reject any in Bank’s sole discretion. As Third -Party Sender, Customer agrees to defend, indemnify and hold Bank harmless from and against any and all claims, demands, expenses, losses, liabilities, and damages, including reasonable attorney fees and court costs at trial or on appeal that arise directly or indirectly from the failure of the Originator to perform its obligations as an Originator under NACHA Rules. Customer further agrees to assume all applicable responsibilities, warranties, and liabilities of the ODFI, including, but not limited to, conducting required risk assessments, as specified in the NACHA Rules. Customer shall cooperate fully and respond within two (2) Business Days to any inquiry from Bank relating to potential NACHA Rule inquiries or violations.

22. Cash Concentration/Deposit Reporting Services. Customer may request Bank to provide deposit reporting Services based on information provided by the Customer or its designated Agent . Information will be delivered to Bank at the time and location established by Bank. Bank has no responsibility for the accuracy of any information provided by Customer. Customer may authorize Bank to initiate Credit or Debit Entries to accounts designated by Customer at other financial institutions . Bank will initiate such Entries in accordance with agreed procedures. Customer agrees to authorize RDFIs to honor such transactions.

23. ACH Positive Pay Service. ACH Positive Pay Service assists Customer in detecting fraud by electronically matching incoming ACH transactions to authorizations that Customer can create and manage online. If ACH Positive Pay Service is selected by Customer, Customer shall designate the account(s) maintained at Bank that are to be used with the ACH Positive Pay Service (“ ACH Positive Pay Account”). Customer shall create authorizations for incoming ACH Credit and/or Debit Entries that it desires to post to the ACH Positive Pay Account. Customer shall be responsible for the accuracy and completeness of all information provided to Bank . Bank will allow incoming Entries that match Customer’s authorizations to post to Customer’s ACH Positive Pay Account. Incoming ACH transactions that do not match Customer’s authorizations will be treated as exception items, and Customer agrees to monitor, review, and make payment decisions on the exception items prior to Bank’s established deadline . Bank is authorized to return all exception items unless Customer instructs bank to pay one or more exception items prior to the established deadline. Bank shall have no responsibility for any liability, loss or damage resulting from the return of any exception item to the Originator in accordance with this Section or Customer’s failure to meet Bank’s established deadlines, except with respect to losses caused by Bank’s own lack of good faith or failure to exercise ordinary care. Bank’s failure to report a discrepancy will not discharge Customer’s obligation with regard to any item and shall not obligate Bank to return any item if it is otherwise authorized.

E. WIRE TRANSFER SERVICES

1. Introduction.
a. Governing Law. Bank sends outgoing and receives incoming wire transfers through Fedwire (the funds transfer system owned and operated by the Federal Reserve Banks or other provider in accordance with Section II.24 .A). All funds transfers are governed by this Agreement, Subpart B of Regulation J of the Federal Reserve Board, OFAC regulations, and all other applicable international, federal, state, and local laws and regulations. Customer agrees not to initiate or receive a wire transfer payment order in violation of applicable federal, state, or local law. b. Authorized Users. Customer will designate to Bank in the form required by Bank those individuals authorized to instruct Bank regarding wire transfer Services including without limitation, individuals authorized to initiate payment orders and select advice methods, confirmation methods, and any or all authorizations and instructions that may be requested by Bank. Bank may rely on any such authorization until it has been revoked in writing by Customer. Bank shall have a reasonable time to process any revocation received pursuant to this Section.

2. Routing/Time Deadlines. Bank may use any means of transmission, funds transfer system, intermediary bank, clearinghouse, or route that Bank reasonably believes is suitable for each outgoing wire transfer. Bank will establish from time to time one or more deadlines after which Bank will not accept an incoming payment order to be processed on the day of receipt. Payment orders received after Bank’s established deadline, during a maintenance window, or on any non-Business Day, including any Saturday, Sunday, holiday, or any day that Bank’s wire department is not open will be rejected. Payment orders received during a maintenance window, including the end-of-day maintenance window, will not receive a notice of rejection.

3. Payment Orders.
a. Communication. Customer may communicate a payment order to Bank by the means and manner agreed to between the parties.
b. Content of Payment Orders . Customer will supply to Bank any information Bank may reasonably request regarding any payment order initiated by Customer, including, without limitation, money amounts, affected accounts, dates of transfer, the beneficiary’s name and account number, the name and routing number or bank identifier code of the beneficiary’s financial institution, such additional information as Bank may reasonably request and, if necessary, further evidence of any Agent’s authority to transfer funds or to do any other act cont emplated by this Service. Bank strongly recommends that Customer utilize a second individual to review and approve payment orders prior to submission to Bank. Customer acknowledges that f ailure to use this commercially reasonable security procedure substantially increases Customer’s risk of an unauthorized payment order.
c. Execution of Payment Orders . Customer authorizes Bank to execute and charge Customer’s account(s) with Bank for payment orders delivered to Bank in accordance with this Agreement . Bank has no obligation to execute a payment order if Customer’s account to be charged has insufficient collected and available funds to cover the order. d. Processing Payment Orders. The order in which Bank processes wire transfer payment orders is determined solely by Bank. Customer does not have the right to reverse, adjust or revoke any payment order after it has been received by Bank, provided, however, that Bank will make a reasonable effort to act on such a request by Customer. With respect to a payment order already transmitted to the beneficiary’s financial institution, Bank shall, at Customer’s request, request the financial institution to return funds previously transferred. Customer understands that the receiving institution is under no legal obligation to comply with this request. e. Rejection of Payment Orders . Bank may reject a payment order from Customer if such payment order is not initiated in accordance with the applicable security procedure, if there is any inconsistency between a payment order and information previously supplied to Bank, if Bank is unable to obtain confirmation of such payment order satisfactory to Bank, if there are insufficient collected funds in Customer’s specified account to fund the payment order, if Bank has a reasonable basis to suspect the

Page 18 ends

payment order may be unauthorized or fraudulent, or if Bank has other reasonable grounds not to honor the payment order. Bank will notify Customer by telephone that it has rejected a payment order . Bank may also reject an incoming payment order if it has reasonable grounds to do so.
f. Standing Payment Orders. If requested by Customer and agreed to by Bank, Customer may initiate a standing payment order, which is one where the Customer pre- programs the beneficiary, the beneficiary’s financial institution, and the accounts to be debited and credited and such information remains constant for subsequent payment orders . Customer shall provide Bank with the necessary information to execute the standing payment order, including, without limitation, the dollar amount to be transferred or the desired peg balance, the frequency of the order and the day of week or month when the payment order is to be executed.

Customer may terminate a standing payment order at any time upon receipt by Bank of a written notice. Bank shall have a reasonable time to act on such notice.
g. Batch Wire; Direct Wire Interface.
(i) Service Specifications. If requested by Customer and agreed to by Bank, the Batch Wire service and Direct Wire Interface service allows Customer to initiate payment orders from its computer to Bank's computer, subject to the provisions of this Agreement . In addition, the Direct Wire Interface service allows Customer to receive reports of incoming wire activity. Customer will comply with the relevant interface specifications established by Bank for these services, including, without limitation, file formats, means of data transmission, or establishing a secure connection (the
“Specifications”). Bank may furnish Customer with modifications to the Specifications and Customer shall implement such
modifications as soon as reasonably practicable.
(ii) Wire Transfer Software, Confidentiality . Customer or its Agent shall be solely responsible for creating the computer programs to implement the Specifications (“Wire Transfer Software”) .

Customer shall maintain the confidentiality of the Specifications and the Wire Transfer Software and permit access solely to those responsible for supporting the Wire Transfer Software or authorized to initiate payment orders . Customer shall implement passwords and other security devices commensurate with the highest level of security afforded by Customer to other computer programs and confidential information of Customer.

4. Confirmation of Outgoing Wire Transfers.
a. Confirmation Method. Customer and Bank shall agree to the method of confirming payment orders received from Customer . Customer shall designate Authorized Users to confirm payment orders . Bank recommends a minimum of three potential Authorized Users to confirm payment orders and that Authorized Users serve as an initiator or a confirmer, but not both. Notwithstanding Bank's recommendation, if Customer permits an Authorized User to act as both initiator and confirmer, Customer hereby authorizes Bank to process a wire initiated and confirmed by such Authorized User. Customer may add, change, or delete the Authorized Users in accordance with Section II.9 of this Agreement. In the event the designated Authorized Users with authority to confirm are not available to confirm a payment order, Customer agrees that Bank may, at its discretion, elect to process the payment order initiated by an Authorized User. Customer agrees to be bound by any such payment order processed by Bank.
b. Waiver of Confirmation. Bank advises Customer not to waive confirmation. If Customer, however, chooses to waive confirmation, Customer agrees to be liable for all outgoing payment orders, except those payment orders where (1) Customer is able to conclusively prove that the unauthorized transfer could not have been prevented by the use of confirmation procedures; (2) Bank is unable to produce any evidence that the unauthorized transfer could have been prevented by the use of confirmation procedures; and (3) Customer is not otherwise liable for the transfer under this Agreement or applicable law. Customer acknowledges that not using confirmation procedures substantially increases Customer’s risk of liability for an unauthorized wire transfer.
c. Confirmation of Wire Transfers Initiated through SinglePoint ®, Batch Wire, or Direct Wire Interface (collectively, the “Customer Initiation Methods”). Customer represents and warrants that the confirmation of payment orders initiated through any of the Customer Initiation Methods shall be verif ied, initiated and confirmed by Customer prior to receipt by Bank. All payment orders shall be initiated and confirmed in accordance with the security procedures established for the relevant Customer Initiation Method.

5. Advices.
a. Advice Method. Customer will select the type of advice it wishes to receive after Bank receives an incoming wire transfer. If Customer selects telephonic advices, Customer may designate person(s) to be contacted and telephone numbers to be used for advice purposes. Bank shall not be required to make more than one attempt to reach Customer’s designated location by telephone. If Bank is able to reach the Customer’s designated location, but not Customer’s designated Agent, Bank may leave a message containing the information to be conveyed.
b. Advices by Facsimile. If Customer selects advices by facsimile (“fax”), Customer shall exercise extreme care in maintaining its own security in the receipt of fax advices. Customer acknowledges that the information to be received by fax may include confidential information, including, without limitation, names, amounts, phone numbers, originating account information and the text of incoming wires . Customer further acknowledges that it alone assumes full responsibility for maintenance of its internal security procedures to keep such information confidential .

Customer agrees to defend, indemnify, and hold Bank harmless against any and all claims, demands, expenses, liabilities and damages, including attorney fees at trial and on any appeal or petition for review, incurred by Bank arising directly or indirectly from the transmission by fax of an incoming wire transfer advice.
c. Waiver of Advice . Customer may waive its right under the Uniform Commercial Code to receive advices by so indicating on the applicable Implementation Documents.

6. International Wire Transfers.
a. General. Wire Transfers across country borders are customarily done by Bank through a correspondent bank . Outgoing U.S. dollar payment orders may be converted by the correspondent bank or beneficiary bank to the local beneficiary’s currency at the applicable rate in effect at any point in the processing chain. Though in some cases Bank may receive compensation from the correspondent bank in accordance with such conversion, the conversion is executed by the correspondent bank in accordance with the policies and procedures of such correspondent bank at an exchange rate set by that correspondent bank in its sole discretion and subject to any applicable regulations. Any fee, commission or charges assessed by Bank, the correspondent bank, any subsequent intermediary bank, or the beneficiary bank may be passed on to the Customer or deducted from the wire transfer amount . Bank assumes no liability for delays, non-delivery, market risk or other events resulting from causes beyond Bank’s control . In refunding unexecuted payment orders, Bank shall be liable to Customer only to the extent it receives payment from the correspondent bank processing the transfer. Cancellation or rejection of a transfer involving non-U.S. dollar currency is subject to any rate exchange loss as determined by Bank . Customer agrees to sell any canceled or rejected payment order to Bank at the then- current applicable foreign currency buy rate.
b. Remittance Transfer Provider. If Customer is at any time classified as a Remittance Transfer Provider under Regulation E, Customer represents, warrants, and agrees that:
(i) Customer shall be responsible for performing and complying with the requirements of 12 CFR Part 1005, including, but not limited to, providing disclosures to the consumer (sender), the error resolution procedures, the provision of any remedies to the consumer, and the cancellation and refund of remittance transfers;
(ii) Bank is acting as an agent and not as a Remittance Transfer P
rovider when performing activities on behalf of Customer; and

Page 19 ends

(iii) Even if Bank is deemed a Remittance Transfer Provider under applicable law, Customer shall take all actions necessary to comply with the obligations of a Remittance Transfer Provider.

7. Reverse Wire Transfers.
a. Authorized Debits. If requested by Customer and agreed to by Bank, Customer authorizes Bank to debit Customer’s account(s) with Bank upon receipt of a Fedwire drawdown request, and to send funds to the requesting bank. Each transfer will be done on the Business Day Bank receives the incoming request from the r equesting bank if the request is received within a reasonable time to determine whether Customer’s Account has sufficient available funds and to obtain access to the Federal Reserve network prior to the close of business.
b. Reverse Wire Funding. Customer acknowledges and agrees that Bank may reject any reverse wire request in excess of the collected and available balance. Requesting bank will be notified if the request is rejected by Bank.
c. Wire Transfer Numbers. Customer’s obligation to pay Bank the amount of the funds transfer in the event that the Fedwire message does not identify the same account or financial institution is not excused in such circumstances. When names and numbers are inconsistent, the numbers shall control. With respect to incoming wire transfers that do not indicate an account number recognizable to Bank, Bank may return the wire transfer to the sending financial institution without incurring any liability .

Customer does not have the right to reverse, adjust or revoke any Fedwire message after it is received by Bank; however, Bank will use reasonable efforts to act on such a request by Customer to reverse, adjust or revoke such message before Bank has sent the outgoing wire transfer . With respect to an outgoing wire transfer already transmitted by Bank, Bank shall, at Customer’s request, request the receiving financial institution to return funds previously transferred. Customer understands and agrees that the receiving financial institution may or may not comply with any such request.
d. Authorizations. Customer’s authorization for reverse wire requests shall remain in effect until Customer gives written notice to Bank. Bank will have a reasonable time to act on any written notice received from Customer. e. Limitation on Bank’s Liability. In consideration of Bank’s compliance with this authorization, Customer agrees that Bank’s treatment of any authorized debit, and Bank’s rights with respect to it, shall be the same as if the entry were initiated personally by Customer . Bank shall have no liability if any authorized debit is dishonored.

F. DATA TRANSLATION SERVICES

1. Introduction . Bank may provide electronic data integration, custom formatting, or data translation ("Data Translation Services") to electronically streamline the exchange of payments, remittance and other information between Customer and Bank and between Customer and it s trading partners. If requested by Customer and agreed to by Bank, Bank will provide Data Translation Services in accordance with this Agreement and other procedures provided to the Customer . Customer agrees that Data Translation Services shall be governed by this Section and all other relevant sections of this Agreement.

2. Scope of Services. Data Translation Services may be used by Customer to initiate and receive payments using multiple payment channels or networks, which may include, but are not limited to, checks, wire transfers, ACH, virtual card, SWIFT, Real-Time Payments (RTP), Zelle, Visa or Mastercard, and to provide and receive business communications such as remittance data, payment data, invoices, confirmations, orders, or other information in Customer’s preferred format.

In order to obtain Data Translation Services, Customer must maintain an analyzed demand deposit account with Bank.

3. Entry Origination/Processing Dates/Deadlines. Customer may from time to time deliver to Bank requests to format information for payments and/or other data translation via the agreed upon means (collectively, “Data Translation Request(s)”) . All Data Translation Requests shall conform to the content, format, deadlines, and other specifications that may be established by Bank or a third-party software program approved by Bank for use with the Service. Bank may establish different deadlines for Data Translation Requests depending on the method of delivery employed by Customer and all such deadlines are subject to change. Bank must receive Customer’s Data Translation Requests at or prior to the deadline established for processing on the Business Day of receipt. Data Translation Requests received after the deadline will be processed on the next Business Day. Customer will be notified if a Data Translation Request is rejected in accordance with procedures established by Bank. Customer represents and warrants that all information in each Data Translation Request delivered to Bank by Customer shall be accurate, timely, authorized and will otherwise comply with all applicable laws, rules, and regulations.

4. Content and Transmission of Information . Data Translation Requests are only designed to respond to information provided by Customer. Accordingly, any inaccuracy in any information provided by Customer may result in unintended processing by Bank . Bank bears no responsibility for detecting or reporting any error in data supplied by Customer and shall not be liable to Customer for any information provided by Customer with respect to a Data Translation Request which is inaccurate, incomplete, duplicative, or otherwise incorrect. Customer shall retain data on file adequate to permit Customer to remake each request for at least ten (10) Business Days following the date a file is sent to Bank and shall provide such data to Bank on request. Customer acknowledges that Bank has no obligation to maintain back-up copies of requests or other information delivered by Customer to Bank. Customer acknowledges that Data Translation Services may involve the transmission of confidential consumer information that may be subject to privacy laws and regulations, including breach notification regulations. Customer agrees to notify Bank if Customer sends or receives Protected Health Information as part of Data Translation Services . If Customer is the recipient of misdirected information, Customer shall immediately notify Bank and return the information to Bank. Customer agrees not to retain, use, copy, distribute or otherwise disclose the information in any manner.

5. Payment Requests. Customer agrees that its requests to initiate payments utilizing Data Translation Services shall be governed by this Section, the sections of this Agreement governing the applicable payment mechanism, and all other applicable laws, rules and regulations governing the relevant payment mechanism. Customer authorizes Bank to execute all electronic and check payment requests (“Payment Requests”), and settle to the Customer’s account all Payment Requests, delivered to Bank in compliance with the terms of this Agreement, including the security procedures. Customer is solely responsible for initiating the Payment Requests sufficiently in advance to meet Customer’s contractual obligations to its vendors and/or its customers . Bank shall not be responsible for any late payment or finance charges that may result from Customer’s failure to allow sufficient lead-time.

Page 20 ends

a. Electronic Payment Requests . Depending on the scope of the Data Translation Services solution offered by Bank, Customer may from time to time request that Bank initiate electronic payments using the ACH , card, SWIFT and Zelle networks, The Clearing House system, the wire transfer system, or other electronic funds transfer system (“Electronic Payment Requests”). Except as may be provided elsewhere, Customer may not amend or revoke Electronic Payment Requests after they have been received by Bank. Customer acknowledges that the rules of NACHA and other electronic funds transfer systems may make any credit provisional until the financial institution crediting the account of the beneficiary specified in an Electronic Payment Request receives final settlement and that if the financial institution does not receive final settlement, it is entitled to a refund and Customer shall be deemed not to have paid the beneficiary. Electronic Payment Requests with settlement dates of more than thirty (30) calendar days from receipt will not be processed unless prior arrangements have been made. Customer authorizes Bank to use whatever means Bank, in good faith, deems reasonable under the circumstances to execute each Electronic Payment Request, including selection of a funds transfer system, routing and means of transmission. b. Check Payment Requests. Customer may from time to time request that Bank print checks and related remittance information (“Check Payment Request(s)”) and issue and distribute such checks and information .

Customer shall designate the account(s) from which Bank is to make payment (“Payment Account”) and shall maintain a sufficient balance in the Payment Account to fund its Check Payment Requests . To mitigate against fraud, Bank requires that Customer utilize Bank's Positive Pay Services in conjunction with the Payment Account. Customer agrees that checks drawn in a manner consistent with a Check Payment Request shall be duly authorized to the same extent as a check drawn and signed by Customer and is properly payable by Bank. Customer authorizes Bank to deduct the Payment Account in the amount of the Check Payment Request. If there are insufficient funds in the Payment Account to make a Check Payment Request, Bank may in its sole discretion either refuse to make the payment or make the payment and overdraw the Payment Account. In either event, Customer shall incur fees as disclosed by Bank in the account agreement and related fee schedules and other disclosures.

Customer has no right to reverse, adjust or revoke any Check Payment Request after it has been received by Bank . Bank will, however, make reasonable efforts to act on such a request by Customer . If Check Payment Requests relate to printing checks drawn on another financial institution’s account (“Off-Us Checks”), Customer acknowledges that Bank shall not be liable for any fraudulent or unauthorized activity that may arise from the use of such Off-Us Checks. If Check Payment Requests relate to printing payroll checks, Customer acknowledges that Bank shall only print payroll checks and shall not be responsible for any other aspect of payroll processing, including, but not limited to, producing IRS Form W-2s, 1099s or other payroll-related tax documents. In addition, Customer represents and warrants that it shall not include any social security numbers in the Check Payment Requests for payroll checks and agrees to indemnify and hold Bank harmless if the checks or check stubs are printed with social security numbers.

7. File Confirmation Procedures. Customer shall at all times comply with the applicable file confirmation procedures established by Bank. File confirmation procedures utilizing Data Translation Services are solely for the purpose of verifying Bank's receipt of the Payment Requests but not for identifying errors in transmission or content.
a. Control Totals . Control Totals are an elective option that allows Customer to confirm file totals of Payment Requests transmitted to Bank.

If the Control Totals option is selected by Customer, Customer shall call Bank's Audio Response Unit ("ARU") or send a data file to Bank providing the total items and dollar value of the Payment Requests and any other necessary information (“Control Totals”). After Bank receives Customer’s Payment Requests, Bank will compare the Payment Requests to the Control Totals. If the Control Totals match the Payment Requests, Bank will process the Payment Requests . Bank will not process the Payment Requests if Bank does not receive conforming Control Totals on or before the established delivery deadline. Bank will notify Customer if the Control Totals do not match the Payment Requests, or if Bank receives Payment Requests without receiving Control Totals or vice versa.

If the Control Totals option is not selected by Customer, upon Bank’s receipt of Customer’s electronic payments via a data file, Bank shall send an acknowledgement to Customer confirming receipt and acceptance of Customer’s Payment Requests. If Customer identifies errors in the content or transmission of Customer’s Payment Requests, or if Customer does not receive an acknowledgement from Bank, Cus tomer agrees to notify Bank immediately. Depending on the payment deadlines, Bank may be able to delete or reverse processing of Payment Requests. b. Payables File Manager. Payables File Manager is an elective Service that allows Customer to confirm that Bank has received Customer’s files.

Using SinglePoint® or other applications or systems as may be introduced by Bank, Customer may view the status of Data Translation files sent by Customer to Bank. If Customer selects this Service, Custo mer agrees to promptly and regularly review the status of all files displayed in the Payables File Manager and to notify Bank immediately if any files sent by Customer were not received by Bank . Depending on the payment deadlines, Bank may be able to delete or reverse processing of Payment Requests. Customer bears sole responsibility for any inaccurate or incomplete information sent to Bank if Customer fails to notify Bank prior to Bank's processing of Customer's files.

8. Supplier Prefer Pay. If selected by Customer and agreed to by Bank, the Supplier Prefer Pay Service provides an electronic payment enrollment and storage solution, which also allows use of the stored data for payment origination.

Customer’s suppliers or trading partners (“Suppliers”) may elect to enroll in a program to receive payment from Customer via ACH or alternative payment methods that may include, but are not limited to, virtual cards (account without the issuance of a physi cal credit card) and checks . As part of this Service, Bank will: (i) provide online enrollment for Suppliers to register to receive payment from Customer, including the option for Supplier to provide a preferred email address to receive remittance information; (ii) contact Suppliers (with contact information provided solely by Customer) via telephone, email or regular mail to describe the supplier enrollment service and solicit their participation; (i ii) support Supplier enrollment; and (iv) at Customer’s election, securely store Supp lier’s banking information. Customer will designate one or more System Administrator(s) responsible for establishing internal security procedures, including, without limitation, setting up and maintaining access to the Service. Customer shall be solely responsible for conducting the necessary due diligence to vet Customer’s Suppliers and to ensure that only legitimate Suppliers of Customer enroll in the Service . Bank recommends that Customer establish and utilize robust security procedures in accordance with the guidelines provided by Bank in the Implementation Documents . If Customer declines Bank’s
recommendation, Customer agrees it will be precluded from asserting any claims against Bank for unauthorized payments, except with respect to claims caused by Bank’s own lack of good faith or failure to exercise ordinary care.

Customer acknowledges and agrees that use of the Service may be affected by external factors beyond Bank’s control . Interruption of the Service or performance hereunder for any reason shall not relieve Customer of its obligation to make timely payment to Suppliers, and Bank shall not incur any liability to Customer for Customer’s failure to timely make any such payment to Suppliers . Customer agrees to defend, indemnify and hold Bank harmless from and against any and all claims, demands, expenses, losses, liabilities, and damages, including reasonable attorney fees and court costs at trial or on appeal that arise directly or indirectly out of any payments made by Customer using the enrollment information f urnished by Customer, Suppliers or any other party on behalf of Supplier.

Page 21 ends

G. CASH VAULT SERVICES

1. Introduction. The Terms “cash,” “coin” and “currency” as used herein shall refer to coin and currency of the United States and certain foreign currencies accepted by Bank.

2. Foreign currency . Customer shall not deposit any foreign currency unless Customer has obtained Bank’s prior approval. Bank reserves the right, in its sole discretion, to impose restrictions on, or discontinue acceptance of, foreign currency deposits . Section III.G.5 below does not apply to foreign currency processing. Foreign coin shall not be accepted for deposit by Bank under any circumstances.

3. Account. All deposits of coin, currency and checks will be credited to, and all withdrawals of coin, currency and checks will be debited against, Customer’s deposit account at Bank (the “Account”) which Customer has designated as being covered by the Services described herein. Customer agrees that it shall not deposit any items, instructions, or objects other than coin, currency and checks as outlined in this Agreement and agrees to assume any and all risk of loss associated with tendering items not specified herein.

4. Deposits.
a. Customer shall supply and maintain tamper-evident disposable plastic bags used for deposits . Plastic bags shall be sealed according to manufacturers’ instructions and addressed to the appropriate secured facility specified by Bank . Customer will prepare deposits as follows:
(i) currency will be batched separately from checks with each currency and check batch accompanied by a deposit ticket fully completed by Customer; (ii) currency will be banded with 100 notes of the same denomination whenever possible; (iii) deposits will be delivered by Customer’s approved carrier to the secured facility specified by Bank; and (iv) to receive same- day credit, deposits must be made prior to the daily deadline established by Bank from time to time, and any deposits received by Bank after its deadline may be considered to have been received on the next Business Day. Foreign currency deposits do not qualify for same-day credit and are subject to Bank’s prevailing exchange rates.
b. Bank will process Customer’s deposits as follows: (i) deposits will be receipted and conditional (subject to verification) credit assigned based on the amount identified on the deposit ticket; (ii) deposit tickets that are missing, blank or do not contain legible "declared balances" are subject to delayed ledger credit; and (iii) coins and currency will be counted and Bank’s count will be the valid and controlling count.
c. For U.S. currency, if there is a coin and currency variance of more than USD 10 from the declared balance on Customer's deposit ticket, Bank shall adjust Customer's coin and currency deposits through a separate debit or credit to Customer's account . Any such adjustment shall not be reflected on Customer's deposit ticket . Deposit tickets containing a declared total that includes check deposits may require a separate and additional adjustment for any variances to Customer's check deposits . If there is a coin and currency variance of USD 10 or less from the declared balance on Customer's deposit ticket, Bank shall not make any adjustment to Customer's currency and coin deposits and shall credit Customer's account based on Customer's declared balance. Upon request, Bank will provide Customer with any available information that may assist Customer in reconciliation of the difference.
d. Deposited items are deemed received on the day of delivery if Bank receives the deposit prior to Bank’s established deadlines . Deposits will be processed in accordance with normal Bank procedure and any applicable availability schedules. All deposits made by Customer shall be subject to verification and adjustment by Bank. Bank’s verification shall be deemed correct and binding upon Customer for all purposes, absent manifest error.

5. Withdrawals.
a. Bank may provide Customer with U.S. currency and coin in designated denominations from time to time as requested by Customer through the Bank’s automated ordering system (“Cash Orders”) . Customer must comply with all of Bank’s policies and procedures regarding the placement and delivery of Cash Orders, including, without limitation, the maintenance of a designated password. Customer shall be responsible for maintaining the confidentiality of Customer’s password and restricting access to the system to authorized Agents . All Cash Orders will be charged to the account designated by Customer and must be picked up by Customer’s Agent. Only approved carriers may pick up Cash Orders directly from a cash vault operated by Bank. Bank may release any Cash Order to any individual that Bank reasonably believes to be Customer’s Agent.

Customer shall be responsible for any Cash Order after receipt thereof by the Agent . Bank may specify a daily Cash Order limit and Customer agrees that it will not initiate a Cash Order in excess of the designated limit. In no event shall Customer initiate a Cash Order in excess of the immediately available funds in the designated account.
b. Customer may order currency and coin from Bank as follows:
(i) The preferred order for currency is in standard full strap (100 banknotes) quantities only.
(ii) Coin may be ordered in standard full box units (50 rolls), individual rolls or loose standard bags only.
(iii) A charge for the face value of the monies ordered will be made to the Account on the day the order is processed by Bank.
(iv) Orders for coin and currency must be placed no later than the deadline established by Bank from time to time for release to Customer’s Agent on the same or next Business Day. Depending on Customer's location, select cash vault sites may require a multiple-day lead time or more for coin and currency orders. (v) Bank must be notified of any discrepancies pertaining to coin or currency orders within two Business Days of receipt by Customer of such coin or currency. Customer must return documentation to back-up outages such as plastic change order bag, currency strap, coin wrapper and/or box.

6. Processing. Bank will provide processing on all Business Days. Cash Vault Services using third-party applications with time-stamp data are for informational purposes only and may not reflect actual timing of receipt, posting or verification of Customer's deposits by Bank. Bank shall not be liable for any inaccurate or incomplete information with respect to such time-stamp data provided to Customer.

7. Carrier Service. Any carrier service utilized to deliver or obtain coin, currency, or other property to or from Bank, including, without limitation, a common carrier, will act as the agent of Customer and not of Bank.

Customer and carrier shall agree upon the pickup and delivery days and times. Customer will bear the entire risk of loss of coins, currency, checks or other property of Customer when in the custody or control of Customer’s carrier service.

8. Cash Shipping Solution. If this Service is selected by Customer and agreed to by Bank, Bank may rent a caller box at the United States Postal Service (USPS) post office and, on Customer's behalf, engage an armored carrier, each of which. shall be deemed Customer's Agent , to retrieve Customer's deposits from the caller box for delivery to Bank and to deliver Customer's coin and currency orders to the USPS. Customer agrees to implement and properly use any and all security procedures prescribed or recommended by USPS and Bank and agrees to hold Bank harmless from any claims or losses arising from Customer's failure to implement and properly use any such prescribed or recommended security procedures.

Bank requires that Customer limits its deposits and orders to $500 per mailer, but regardless Customer bears the entire risk of loss of coins, currency, checks or other property of Customer until received at, or upon pick up from, Bank's cash vault. Customer shall be solely responsible for any investigation of a loss suffered prior to delivery to, or after pickup from, Bank's cash vault and Bank shall have no obligation to participate in such investigation.

9. Representations. Cus
tomer represents and warrants to Bank that (a)
all funds deposited with Bank will be the proceeds of, and all funds ordered and withdrawn from Bank will be intended for use in, Customer’s lawful activities and (b) all of Customer’s transactions hereunder will be conducted solely on Customer’s behalf and not on behalf of any other person or entity.

10. Regulatory Compliance. Upon request, Customer shall immediately provide Bank with any information and shall otherwise cooperate with Bank in every way necessary in order to enable Bank to fulfill its obligations

Page 22 ends

with respect to the reporting of transactions in coin and currency or any other regulatory requirement.

11. Use of and Access to Cash Vault Services. Customer acknowledges and agrees that Cash Vault Services are to be used exclusively for its benefit and, absent prior written approval by Bank, Customer will not permit third parties, including non- Customers or other Agents of Customer (excluding approved carriers or agents making cash deposits into a Customer’s account at Bank and agents ordering cash on behalf of a Customer), from accessing or otherwise using any Cash Vault Services offered by Bank.

H. U.S. BANK EASYTAX

SM SERVICES

1. Authorization; Enrollment . If the EasyTax Service is requested by Customer and agreed to by Bank, Bank will electronically enroll Customer in the Electronic Federal Tax Payment System (EFTPS) if Customer desires to make federal tax payments via EFTPS . Electronic enrollment will allow Bank to process Customer’s tax payments in compliance with EFTPS through Bank’s tax payment system only. If Customer chooses to pay federal taxes by any other means, payments may not be EFTPS compliant. Customer understands that Bank’s EFTPS enrollment form 8655 does not replace the EFTPS form 9779, which is sent to mandated companies by the Internal Revenue Service. Customer may also use the EasyTax Service to make state and/or local municipality tax payments in jurisdictions that support such payments . Customer agrees that the EasyTax Service shall be governed by this Section and all other relevant sections of this Agreement.

2. Submission of Information . Customer shall furnish Bank with complete and accurate master file information which shall enable Bank to file tax deposits via ACH with the appropriate tax authorities in a timely manner. The Service provided by Bank hereunder shall be based solely upon the information furnished by Customer to Bank . Accordingly, any inaccuracy in any information provided by Customer may result in unintended processing by Bank . Customer bears sole and exclusive responsibility to verify that the information provided to Bank is complete and accurate. Bank bears no responsibility for detecting or reporting any error in data supplied by Customer and shall not be liable to Customer for any information provided by Customer with respect to information that is inaccurate, incomplete, or otherwise incorrect . The Service provided hereunder does not relieve Customer of any duty imposed on Customer by law to maintain records or from verifying and, if necessary, immediately correcting in writing all data received from Bank relating to the Service.

Customer agrees to be bound by any instructions, whether or not authorized, issued in its name and accepted by Bank in accordance with the agreed procedures. Customer shall indemnify and hold Bank harmless from and against all liability, loss, and damage (including attorneys’ fees and other costs incurred in connection therewith) arising out of the use of information provided by Customer.

3. Requests for Payment. Requests for payment to tax authorities must be made in accordance with instructions which Bank shall provide Customer, which may be amended by Bank from time to time at its discretion and will be considered complete only if actually received by Bank. All tax deposits must be initiated at least one Business Day in advance of the due date, otherwise deposits may be subject to federal or state penalties. Any request by Customer to make tax deposits hereunder shall be submitted to Bank prior to the daily cut -off time established by Bank from time to time. Any such request received by Bank after its daily cut-off time may be processed on the next Business Day. In the event that an ACH Entry is rejected or returned by an ACH processor for any reason whatsoever, Bank will give Customer notice of any rejected or returned ACH Entry in the usual manner agreed to by the parties. Bank shall have no liability for any delay caused by strikes, telephone failure, equipment or electrical failure, or any other condition beyond the reasonable control of Bank.

4. Receipt of Funds . Funds received by Bank from Customer shall be held as a deposit liability of Bank to Customer until such time as such funds are due and paid to the appropriate tax authorities. Customer is not entitled to interest on such funds and Bank may invest such funds solely for Bank’s benefit.

5. Account. Customer shall maintain with Bank a commercial demand deposit account in which Customer shall maintain immediately available funds in an amount sufficient to cover all tax deposits and fees charged by Bank for the Service hereunder . Failure by Customer to maintain such funds shall relieve Bank from providing such Service, notwithstanding any request by Customer to provide the Service.

6. Liability. Bank shall not be liable for any penalties assessed by reason of failure of Customer to make any tax payments . Interruption of the Service or performance hereunder for any reason shall not relieve Customer of its obligation to make any required tax deposits, and Bank shall not incur any liability to Customer for Customer’s failure to make any such deposit. If Customer elects to make a tax deposit by any means other

Page 23 ends

than through Bank, Bank shall not be liable for any penalties or interest arising from any error in due date or other calculations for deposits made within the period in which such other deposit was made. Bank may choose to provide its EasyTax Service through a third-party vendor. Bank and its third-party vendor's liability to Customer is limited to correcting any error made by the Bank or third- party vendor. The sole and exclusive remedy, at law or in equity, against Bank or third- party vendor is limited to money damages in an amount not to exceed the total amount paid to Bank for EasyTax fees during the twelve (12) months preceding the event giving rise to the liability . Neither Bank nor third-party vendor shall be liable for special, incidental, indirect, punitive, or consequential damages. Customer acknowledges that the EasyTax Service would not be available or would be available at substantially increased rates without the liability and remedy limitations set forth in this Agreement.

7. Codes. Customer shall keep confidential the access and PIN codes issued to Customer in connection with the Service, and only Customer shall use such codes . If Customer suspects that any such codes have become known or otherwise accessed by unauthorized persons, Customer shall notify Bank immediately and follow up such notice with written confirmation. The occurrence of unauthorized access will not affect any deposits made in good faith by Bank before Bank has received such notification and had a reasonable time to act to prevent any unauthorized deposits.

I. PAPER-BAS

ED DISBURSEMENT SERVICES

1. Controlled Disbursement.
a. Disbursement Account. If requested by Customer and agreed to by Bank, Customer will open and maintain a demand deposit account (“Disbursement Account”) and a primary funding account (“Funding Account”) at Bank. The disbursing bank may be a financial institution that is a subsidiary or affiliate of Bank or Bank itself . Customer agrees to use Bank's Positive Pay Services in conjunction with the use of Disbursement Account(s). Should Customer decline to use Bank's Positive Pay Services in conjunction with the use of Disbursement Account(s), Customer agrees that, except with respect to liability, loss or damage caused by Bank’s own lack of good faith or failure to exercise ordinary care, it will be precluded from asserting any claims against Bank for paying any unauthorized, altered, counterfeit or other fraudulent item that Bank’s Positive Pay Service was designed to detect or deter. Bank also reserves the right to require Customer to execute a separate indemnity agreement related to its use of Disbursement Account(s) . Customer hereby authorizes and directs Bank to act on its behalf and as its agent, as Bank in its sole discretion deems necessary or advisable, in performing any of the Controlled Disbursement Services and related Services.
b. Funding Procedures. On each Business Day, Bank shall electronically provide Customer with a report of the total aggregate amount of all presented disbursement checks and ACH transactions posted in the early morning ACH window, net of the prior day adjustment and other charges to the Disbursement Account (the "Total Clearings"). Customer agrees to maintain sufficient collected balances in the Funding Account by the established deadline to fund the Total Clearings . Bank is hereby authorized to debit the Funding Account in an amount equal to the actual or estimated Total Clearings and to transfer funds in said amount for credit to the Disbursement Account . Bank reserves the right to convert the Disbursement Account into a standard prepaid checking account at any time upon notice to Customer.
c. Adjustments. Bank will compare the report of electronic presentments to the checks presented against the Disbursement Account. If the total dollar amount of checks electronically reported is less than the total dollar amount of checks presented, Bank will credit the Disbursement Account for the difference . Bank will add this difference to Customer's Total Clearings the next Business Day.
d. Daily Dollar Limit . A daily dollar limit (the “Dollar Limit”) may be established from time to time by Bank with respect to the Disbursement Account in Bank's sole discretion . Bank shall have no obligation to pay disbursement checks and ACH transactions (collectively, " Disbursement Items") in excess of the Dollar Limit. Bank may, at any time, either verbally or in writing (but shall not be deemed obligated to) notify Customer of any change made by Bank in the Dollar Limit. Establishment of the Dollar Limit should not be interpreted or construed by Customer as any commitment or agreement by Bank to provide any credit or loans to Customer, nor as an agreement or commitment to debit the Funding Account when doing so would create a negative balance therein.
e. Special Circumstances . Customer acknowledges that Bank, under some circumstances beyond its control, may at times be unable to provide a report of the total amount of its Total Clearings early enough for Customer to make a complete and acceptable funding of the accounts .

Customer nevertheless agrees to fund the Funding Account completely by using an estimate of the Total Clearings.
f. Action Affecting Accounts. Should Bank receive any process, summons, order, injunction, execution, levy, lien, garnishment, or adverse claim notice (either by a governmental authority or third party) (hereinafter referred to as “Process”), which Bank reasonably believes will adversely affect the Funding Account or the Disbursement Account, Bank may, at its option and without liability, refuse to honor orders to pay or withdraw sums from any Disbursement Account and may either hold the Funding Account balance herein until such Process is disposed of to the satisfaction of Bank or pay the balance over to the source of the Process in accordance with applicable law.
g. Return of Disbursement Items Unpaid. Bank reserves the right, in Bank’s sole discretion, to return unpaid any or all Disbursement Items presented for payment against the Disbursement Account in the event that:

Page 24 ends

(i) there are insufficient collected and available balances on deposit i
n the Funding Account by the established deadline to fund the Total Clearings;
(ii) debits cannot be posted because the Disbursement Account or Funding Account is frozen, blocked, closed or because of any other condition; or
(iii) any communications failure or other condition prevents Bank from monitoring Customer’s Dollar Limit and/or the Disbursement Items presented for payment.
h. Stop Payment Orders. Customer may issue stop payment orders on Disbursement Items drawn on the Disbursement Account in accordance with Bank's procedures.

2. Warrant Services.
a. Warrant Account. If requested by Customer and agreed to by Bank, Customer shall open and maintain a demand deposit account upon which warrants shall be drawn and will be charged (the “Warrant Account”) .

Customer shall maintain on deposit sufficient collected and available balances to cover items drawn on the Warrant Account.
b. Warrant Format. All warrants shall contain on the face of the item the words “warrant” and “payable through U.S. Bank.” Customer will also encode all warrants in accordance with Bank specifications . Customer agrees to immediately make any changes to the format of the warrants or encoding when requested to do so by Bank and will be solely responsible for its failure or refusal to comply with Bank's specifications . Any warrant drawn by Customer on the Warrant Account shall be treated by Bank as a warrant regardless of what appears on the face of the warrant and Customer shall hold Bank harmless as a result of so handling any such item.
c. Presentment and Return. Bank shall make warrants presented to Bank available to Customer via electronic presentment . Bank shall notify Customer by electronic means of the account number, warrant number and dollar amount of all presented warrants and provide Customer with a front and back image of each warrant received by Bank . Bank's delivery of the images shall constitute an electronic presentment under the Uniform Commercial Code, Federal Regulation CC, and other applicable laws .

Warrant Services are additionally subject to the Reverse Positive Pay terms contained elsewhere in this Agreement. Customer shall notify Bank of each warrant that should be returned in the form agreed to by Bank and Customer. If Customer does not specifically decline payment of a warrant by the deadline established by Bank, such warrant will be finally paid by Bank. Customer acknowledges that warrants payable through Bank are considered to be drawn on Bank for purposes of the expeditious return and notice-of-nonpayment requirements of subpart C of Regulation CC of the Federal Reserve Board. If Bank agrees to return a warrant following Bank's deadline, Customer agrees to be responsible for Bank's failure to return the warrant in an expeditious manner as prescribed in Regulation CC. Bank shall be deemed to have made timely presentment to Customer with respect to any warrants that Bank receives at a time when it is prevented from making presentment to Customer as a result of any force majeure event illustrated in Section II.22.
d. Examination of Warrants. Bank shall have no responsibility to examine warrants prior to presentment to Customer for its payment decision. Bank will take ordinary care to see that the amount of each warrant as drawn is accurately posted to Customer's account. Bank will not make any attempt to verify signatures, endorsements, or restrictive clauses on warrants .

Bank will not examine the dates on which warrants have been drawn for undated, stale, or post-dated items. Bank shall have no responsibility for any liability, loss or damage resulting from (i) a payment in accordance with this Section of any warrant that is altered or unsigned or that bears the forged or unauthorized signature of Customer or (ii) return of any warrant to the depository bank in accordance with this Section. e. Encashment of Warrants . Unless otherwise instructed by Customer, Bank is authorized to pay warrants issued by Customer that are presented for encashment by payees. Bank will not be liable for the encashment of any warrant which contains, or is purported to contain, a forged signature of a maker or endorser, or any other unauthorized modification, as long as Bank exercises ordinary care in cashing the warrant.

J. POSITIVE PAY SERVICES

1. Introduction. Positive Pay Services are offered by Bank as the most effective way to minimize loss from fraudulent check issuance or payment.

If Positive Pay Services are requested by Customer and agreed to by Bank, Customer and Bank agree that in the event of an inconsistency between this Agreement and applicable law, the provisions of this Agreement shall prevail to the extent permitted. Nothing in this Agreement is intended to limit Bank’s right to return an item unpaid if there are insufficient available funds in the designated account.

2. Format Specifications. Customer shall comply at all times with Bank’s format and data transmission standards for the Positive Pay Service.

Customer agrees to issue checks, warrants , drafts , or other items (collectively, “Items”) in accordance with Bank’s specifications and will change the Item format when requested to do so by Bank. Bank shall not be responsible for correcting or resolving processing problems caused by substandard quality magnetic encoding.

3. Positive Pay.
a. Customer Responsibilities . Customer shall designate to Bank all account(s) that are to be used with the Positive Pay Service (“Positive Pay Account(s)”). Customer will provide Bank with a file of all outstanding Items prior to activation of this Service . On each day that an Item is written against the Positive Pay Account, Customer shall supply Bank with all required Item issue information prior to the deadline established by Bank.

Such information shall include, without limitation, the account number, the issue date, the Item number , and the dollar amount . Customer shall be responsible for the accuracy and completeness of all information provided to Bank. Customer agrees to review all Positive Pay Exception Items (as defined below) each Business Day.
b. Bank’s Responsibilities . In reliance on the information provided by Customer, Bank shall create a master issue file for each designated Positive Pay Account (“Issue File”). If ARP File Confirmation Service is selected by Customer, Bank shall process the Issue File and provide a confirmation to Customer that the Issue File was received and processed.

Excluding valid stop payment orders and issue records voided by Customer request, all Items, including those that have been electronically converted, that match by Item number and dollar amount to Bank’s Issue File will be deemed properly payable and Bank is authorized to pay all such Items.
c. Positive Pay Exceptions . Each Business Day, Bank shall make reasonable efforts to report to Customer any Item that does not match the Issue File (each, a “ Positive Pay Exception ”) and, if requested and available, provide the front and back images of those Items for that day’s presentment; provided, however, no images shall be provided in the case of electronically converted Items. Customer agrees to review and make payment decisions on the Positive Pay Exception Items prior to Bank’s established deadline each Business Day. If Customer selects the Positive Pay Same Day service for controlled disbursement accounts, Customer shall receive and may make payment decisions on Positive Pay Exception Items prior to the Items posting to the controlled disbursement accounts or defer payment decisions until the established deadline on the next Business Day. As the most effective fraud- protection setup, “return all” shall be the initial default setup for all Positive Pay Exception Items. Under the “return all” setup, Bank is authorized to return any Positive Pay Exception Item unless Customer instructs Bank to pay a Positive Pay Exception Item prior to the established deadline. As an alternative to the “return all” setup, Customer may select "pay all" as its default setup for Positive Pay Exception Items, in which case Bank is authorized to finally pay any Positive Pay Exception Item unless Customer has instructed Bank to return the Positive Pay Exception Item prior to the established deadline.

If Customer selects “pay all” as its default setup, Customer agrees to execute any further documentation required by Bank . Customer shall indemnify and hold Bank harmless from and against any and all claims, demands, damages, losses, liabilities, penalties and expenses (including, without limitation, reasonable attorney fees and court costs at trial or on appeal) arising directly or indirectly from Customer’s selection of “pay all” as its default setup. Bank may rely on any instructions received from Customer that Bank reasonably believes to be genuine. Except with respect to liability, loss or damage caused by Bank’s own lack of good faith

Page 25 ends

or failure to exercise ordinary care, Bank shall have no responsibility for any liability, loss or damage resulting from:
(i) payment in accordance with this S ection of any Positive Pay Exception Item that is altered or unsigned or which bears the forged or unauthorized signature of Customer;
(ii) the return of any Positive Pay Exception Item to the depository bank in accordance with this Section; or
(iii) Customer’s failure to meet Bank’s established deadlines .

Customer may be required to place a stop payment order on any returned Positive Pay Exception Item, which shall be subject to Bank’s customary stop payment fee. Bank’s failure to report a discrepancy will not discharge Customer’s obligation with regard to any Item and shall not obligate Bank to return any Item if it is otherwise properly payable.
d. Teller Positive Pay . All Positive Pay Accounts will interface with the Bank’s teller system unless requested by Customer . Bank will compare Items presented for cash at a branch of the Bank with Customer’s Issue File. Customer acknowledges that under some circumstances issuance information submitted by Customer may not be reflected in Customer’s Issue File until the opening of the following Business Day . Customer agrees to follow Bank’s established procedures should it need to manually add an Item to the Issue File. Bank will make reasonable efforts to assist Customer, but Customer acknowledges that Bank may be unable to process such requests on a same-day basis. If a special handling process for teller-cashed items is selected by Customer and agreed to by Bank, Bank shall attempt to contact Customer for approval prior to the encashment of any item that does not appear in the Issue File. Customer agrees that Bank, in its sole discretion, may refuse to cash any Positive Pay Exception Item and such refusal will not be deemed to be a wrongful dishonor. In the event of dishonor, Bank will refer the presenter to Customer. In the event that Customer requests Bank not activate or temporarily deactivate Teller Positive Pay, Customer agrees to assume all risk of loss for any Bank teller-cashed Item that would have been identified as a Positive Pay Exception Item prior to acceptance.
e. Teller Payee Positive Pay. If Customer selects the Teller Payee Positive Pay service, payee name(s), in addition to the Issue File information, will be verified at Bank's teller lines . Customer shall include in the Issue File the payee name(s) for each Item issued by Customer. Customer shall be responsible for the accuracy and completeness of the payee information provided to Bank . In reliance on the payee information provided by Customer, Bank will compare the payee information on the Item presented for encashment at a Bank teller line with Customer’s Issue File. Customer acknowledges that Bank will not be able to validate payee information if payee information is not provided for a particular Item or for electronically converted Items presented to Bank for payment. Customer acknowledges that, under some circumstances , issuance information submitted by Customer may not be reflected in Customer’s Issue File until the opening of the following Business Day . Customer agrees to follow Bank’s established procedures should it need to manually add an Item to the Issue File. Bank will make reasonable efforts to assist Customer, but Customer acknowledges that Bank may be unable to process such requests on a same- day basis. If a special handling process for teller - cashed items is selected by Customer and agreed to by Bank, Bank shall attempt to contact Customer for approval prior to the encashment of any item that does not appear in the Issue File. Customer agrees that Bank, in its sole discretion, may refuse to cash any Positive Pay Exception Item, including where the payee name is not an exact match and such refusal will not be deemed to be a wrongful dishonor . In the event of dishonor, Bank will refer the presenter to Customer.
f. Payee Positive Pay. If Customer selects this option, which is available only through SinglePoint®, Customer’s Item stock may first be tested to ensure it meets Bank’s payee name readability rate. Customer shall designate to Bank all Positive Pay Accounts that shall use Payee Positive Pay. In addition to the Issue File information provided by Customer for the Positive Pay Service, Customer shall include in the Issue File the payee name(s) for each Item issued by Customer. Customer shall be responsible for the accuracy and completeness of the payee information provided to Bank. In reliance on the payee information provided by Customer, Bank will compare the payee information on the Item with Customer’s Issue File for Items presented or deposited at Bank. Customer acknowledges that Bank will not be able to validate payee information for electronically converted Items presented to Bank for payment . Bank may, in its sole discretion, impose variable parameters for which the payee information will not be reviewed for certain Items processed through the back office. If such parameters are imposed, Bank agrees to assume the risk of loss for an Item that would have been identified as a Positive Pay Exception solely on the basis of the payee information.

4. Reverse Positive Pay.
a. The Paid File. Customer shall identify all accounts subject to Reverse Positive Pay (“Reverse Positive Pay Account”). When an Item is presented for payment against an identified Reverse Positive Pay Account, Bank shall notify Customer prior to the designated time, and in no case later than the Business Day following the day of presentment, of the Reverse Positive Pay Account number, Item number and amount of the presented Item (the “Paid File”) and, if requested and available, shall provide Customer with the front and back images of the Items. By electing Reverse Positive Pay, Customer assumes all fraudulent and other ris ks associated with teller-cashed Items, except as may be caused by Bank’s own lack of good faith or failure to exercise ordinary care, unless Customer provides standing instructions to Bank to disallow encashment at the teller line.
b. Payment Instructions. Customer shall compare the information provided by Bank with Customer’s Item issuance records . Customer shall notify Bank prior to the deadline established by Bank of Customer’s decision on any reported Items that should be dishonored. Bank may rely on any instructions received from Customer that it reasonably believes to be genuine. Bank is authorized to finally pay any Item listed on the Paid File unless the Customer instructs Bank to return the Item prior to the established deadline . Except with respect to liability, loss or damage caused by Bank’s own lack of good faith or failure to exercise ordinary care, Bank shall have no responsibility for any liability, loss or damage resulting from (i) a payment in accordance with this Section of any Item that is altered or unsigned or which bears the forged or unauthorized signature of Customer or (ii) return of any Item to the depository bank in accordance with this Section. Bank reserves the right to require Customer to place a stop payment order on any Item to be returned. Any such orders will be subject to Bank’s customary stop payment fee. Customer shall notify Bank by the designated deadline if the Paid File has not been received from Bank. Bank will make reasonable efforts to provide the Paid File to Customer and honor Customer’s instructions . Bank’s failure to provide a Paid File will not discharge Customer’s obligation with regard to any Item that was otherwise properly payable at the time of presentment.

Page 26 ends

K. LOCKBOX SERVICES

1. Lockbox Service Requirements. Bank provides, either directly or via a third-party vendor, wholesale and wholetail Lockbox Services to assist customers in expediting receipt of their remittances. Customer will have its customers or a third party forward their payments to the location designated by Bank (“Lockbox”). Prior to initiation of any Lockbox Service, Customer must maintain a demand deposit account with Bank associated with the Lockbox Service ("Lockbox Account").

2. Testing; Remittances and Envelopes. Customer shall provide Bank samples of remittances and envelopes for testing and approval prior to using such remittances and envelopes in production. After implementation of Lockbox Services, if there are proposed changes to remittances and envelopes, Customer shall review the proposed changes with Bank and obtain Bank’s approval prior to use. Bank may adjust the price for processing Customer's payments if changes are made to Customer's remittances and/or envelopes (including remittance scan line configuration) without such prior approval. Bank may request changes in Customer’s remittances or envelopes due to changes in law or regulation, or as reasonably necessary due to equipment or processing improvements. If Customer fails to implement such changes, Bank may adjust the price for payment processing or cease processing Customer’s payments as necessary to comply with law or regulation , as reasonably determined by Bank. Customer agrees not to provide any form of prepaid business reply mail envelopes for use with the Lockbox Services.

3. Access to Mail. Customer authorizes Bank or its agent to pick up mail at the appropriate postal facility, to have custody of the keys or combinations and unrestricted and exclusive access to such box, and to collect the mail therein to be processed by Bank as agreed by the parties.

Bank shall process remittances in accordance with its standard procedures or in accordance with prior instructions received from Customer and agreed to by Bank . Upon termination of Customer’s Lockbox Service, mail received shall be forwarded for ninety (90) days following termination.

4. Proprietary Rights. Bank possesses all proprietary rights to written material, including, without limitation, all computer programs written for Bank’s Lockbox processing system, portable media, listings, and other documentation originated and prepared by Bank . Customer shall not duplicate, sell, or use in any manner such programs or documentation without the prior written consent of Bank.

5. Collections/Availability . Unless otherwise agreed, while Customer receives Lockbox Services, all collected funds held in the Lockbox Account shall be deemed to be Customer’s funds for all purposes, including adjustment, attachment, execution, garnishment, and other forms of legal process. The crediting and collection of items will be handled under the same agreement as applied to other commercial deposits and shall be subject to Bank's then current funds availability schedule.

6. Transmission of Information. Bank may transmit remittance information or other information received at the lockbox (“Lockbox Information”) to Customer or its Agent via secure electronic transmission.

Customer further acknowledges that Bank has a duty to protect Lockbox Information and ensure that it is safely delivered to Customer or its Agent and that Bank has deemed secure electronic transmissions to be the safest mechanism for delivery . If Customer elects to receive, or have its Agent receive, the Lockbox Information using other delivery means including paper remittance forwarding or Internet delivery , Customer acknowledges that such delivery means are inherently more insecure and agrees to assume all risk, and hold Bank harmless from, any obligations, liability or losses that results from the nonreceipt, disclosure, dissemination, alteration or unauthorized access of the Lockbox Information. If Customer or its Agent is the recipient of misdirected Lockbox Information, Customer shall immediately notify Bank and return the information to Bank . Customer agrees not to retain, use, copy, distribute or otherwise disclose the information in any manner.

7. Image Delivery Services. Bank shall electronically store check images, check information, remittance information or other information received at the Lockbox in accordance with Bank’s record retention schedule.

Customer may obtain such images or information via Internet access, file transmission, CDs (physical or virtual) , or DVDs (physical or virtual), if available, at the price outlined in the fee schedule . If the images or information are sent via CD or DVD, Customer agrees to verify the contents of the CD or DVD upon receipt and request a replacement, if necessary, within 10 days of receipt. Customer is solely responsible for safeguarding the security and confidentiality of all images and information that is stored on Customer’s computer systems, or printed or downloaded from the Internet, CDs, DVDs , or file transmissions . Upon request of Customer and approval of Bank, for a fee Bank will retain items for a period of time beyond Bank’s standard retention period. If Customer elects this Service, it agrees that if it closes its account(s) related to lockbox services, such image retention will revert to Bank’s standard image retention schedule.

8. Credit/Debit Card Processing . If Customer desires to provide its customers with the option of making their payments via credit card or non- PIN based debit card, Customer shall first secure approval from a payment transaction processor that Bank is able to support . Credit/debit card processing shall be subject to applicable laws, rules and regulations, and the terms of any other agreement between Customer and the payment transaction processor . Customer acknowledges that Bank is acting on behalf of Customer to merely initiate the authorization of payments at the Lockbox site, and that Bank shall have no responsibility for chargebacks, processing fees, payment disputes or other matters related to the credit/debit card transaction. Bank shall enter the credit/debit card information using its best efforts and if adjustments are subsequently required, Customer shall be responsible for handling all adjustments. In accordance with the requirements of the Payment Card Industry (PCI) Data Security Standard, Customer shall not request CVV or Card Verification Code or Value information (for example: CID, CVC2, CVV2 or CAV2) on remittance documents. Storage of this information is prohibited by the PCI Data Security Standard.

9. Foreign currency-denominated items and items drawn on foreign banks. If Customer desires to have non-U.S. dollar items processed by Bank, or items denominated in U.S. dollars but drawn on a foreign bank, Bank shall handle the items within parameters established by Bank based on amount, the type of currency and other considerations outlined in the Implementation Documents. If the item does not fall within Bank’s parameters for processing, Bank shall return the item unprocessed to Customer or forward the item for handling as a foreign cash letter collection. If Bank provides Customer with credit at the U.S. dollar conversion rate in effect, and if the item is subsequently returned by the drawee Bank, Bank shall charge Customer’s account for the prevailing exchange rate in effect at the time of the chargeback.

10. Protected Health Information . If Customer utilizes the Services to process Protected Health Information, as defined in 45 CFR Part 160, et seq., then Customer must ensure that any necessary agreements are in place.

11. Compliance with Applicable Law . If
specific lockbox handling
requirements are required in order for Customer to comply with law or regulations applicable to Customer (for example, Regulation Z), Customer agrees to immediately notify Bank of any such requirements. If Bank is unable to accommodate Customer’s specific requirements, Bank or Customer may immediately terminate the Lockbox Services.

12. Customer Responsibility. With respect to each item received at the Lockbox, Customer shall indemnify and hold Bank harmless from and against any and all claims, demands, damages, losses, liabilities, penalties and expenses (including, without limitation, reasonable attorney fees and court costs at trial or on appeal) arising directly or indirectly: (i) from Customer’s breach of a representation or warranty under applicable law, clearinghouse rule, Federal Reserve Operating Circular, or other similar rules or regulations; or (ii) from any other act or omission arising out of Bank’s action or inaction taken pursuant to any request by Customer or pursuant to this Agreement. This Section III.K.11 shall survive termination of the Agreement.

13. Wholesale Lockbox Processing . Bank offers Wholesale Lockbox Processing services which allows for the processing and deposit of primarily business-to-business payments. Bank is authorized to remove and examine the contents of each envelope in accordance with Bank's wholesale lockbox servicing guidelines and shall, unless otherwise agreed

Page 27 ends

to by Bank, observe the guidelines provided in this S ection. Bank will process, endorse, and deposit remittances in accordance with its standard procedures. Bank shall capture, format , and send remittance data to Customer via information reporting or data transmission in accordance with the Implementation Documents.
a. Check Date. Bank will not examine any checks or other items with respect to check dates.
b. Check Amount. If Bank is unable to determine the amount of a check, such check will be forwarded unprocessed to Customer as an exception. c. Payee. Checks made payable to the Acceptable Payees listed in the Implementation Documents or any reasonable derivation thereof are acceptable for deposit. Checks made payable to others may be returned by Bank as exceptions. Customer warrants that each Acceptable Payee is either Customer, its affiliate, or an entity that has authorized Customer to act on its behalf for the Services provided herein. If the Acceptable Payee is an affiliate of Customer or an entity which authorized Customer to act on such entity's behalf, Customer represents and warrants that such affiliate or entity has authorized checks payable to it to be credited to the Lockbox Account . Bank may require written authorization from any Acceptable Payee or written evidence that an Acceptable Payee has authorized Customer to act on its behalf. If Customer designates ‘Accept All Payees’ in the Implementation Documents and Bank accepts such designation, Bank shall process all checks for credit to the Lockbox Account regardless of the payee name on the check . Such designation may be subject to additional Bank fees. Customer agrees to indemnify and hold Bank harmless for any claims, fines, expenses, and damages that arise out of Bank’s processing of checks based on Customer’s "Accept All Payees" designation.
d. Missing Signature. In the absence of a signature, Bank will process the check. Customer agrees to reimburse Bank if the check is subsequently returned.
e. Exceptions. If a check is treated as an exception, either the physical check or a legal substitute, will be forwarded by Bank to Customer with the remittance data, and not deposited or otherwise reflected in the account of Customer.
f. Correspondence. Any correspondence, invoices and miscellaneous enclosures which are included with a payment, as well as any envelope that does not contain a check, will be imaged and destroyed unless Customer specifies different instructions in the Implementation Documents.
g. Notation. Customer agrees that Bank shall disregard any notation on a check containing "paid in full", "lien waiver" or other restrictive notation, whether preprinted or handwritten, and treat any such check as though such notation did not appear thereon. If Customer instructs Bank not to process checks with restrictive notations and Bank agrees to do so, Bank will use its best efforts to detect checks bearing such notations, but Bank shall not be liable to Customer for failure to detect any such notation. h. Document Order. Bank shall use its best efforts to process documents that are not in logical order , are difficult to identify, or which are received in unorganized large packages.
i. Remittance Document Forwarding. If remittance document or correspondence-only document forwarding is requested by the Customer and agreed to by Bank, Bank shall forward all remittance documents stacked in the order processed. If Customer requests forwarding of printed check copies, and Bank agrees to do so, the printed check copies will be stacked in the order processed on top of the remittance documents .

Document forwarding has limited availability and is not available for all lockboxes.

14. Lockbox Remote Capture Services. Lockbox Remote Capture Services is an optional add- on service to the Wholesale Lockbox Processing service which provides eligible customers the ability to scan and transmit to Bank lockbox payments received at office locations . If Customer is approved for Lockbox Remote Capture Services, Customer agrees that Bank’s Lockbox Remote Capture Services shall be governed by this Section III.K (Lockbox Services) and other relevant sections of this Agreement, including but not limited to, the Electronic Deposit Services section.

15. Wholetail Lockbox Processing . Bank offers Wholetail Lockbox Processing Services which allow for the automated processing of consumer-oriented payments. Bank is authorized to open each envelope and remove the contents, disregarding all notations and other marks on the envelopes . Bank does not, unless otherwise agreed to by Bank, examine checks or other items with respect to payee names, check dates and check signatures. Bank is not required to retain remittance envelopes or forward them to Customer. Unless otherwise agreed to by Bank, Bank will disregard any restrictive notation on any check, including but not limited to “paid in full ,” whether preprinted or handwritten, and shall treat any such check as though such language did not appear thereon. Bank will process, endorse, and deposit remittances in accordance with its standard procedures . If Bank is unable to determine the amount of a check, such check will be forwarded to Customer as unprocessable. Bank will deliver miscellaneous enclosures, unprocessable transactions and remittance data in accordance with the Implementation Documents.

16. Web Decisioning and Exception Review . Web Decisioning and Exception Review is an optional service which allows Customer to review and decision transactions which do not meet Customer’s pre-defined criteria. If this service is selected by Customer and agreed to by Bank, Bank will notify Customer of items requiring decisioning. Customer agrees to review and correct the data or reject the transaction by the established deadline. Items which are not decisioned by the deadline will be accepted “as is” or rejected per the default setting established by Customer .

Customer is responsible for processing decisions and any data it provides to Bank.

17. Positive and Negative File P rocessing. Positive and Negative File Processing are optional services in which the Customer provides a file used to identify transactions which should be accepted or rejected.

Customer shall be responsible for the accuracy and completeness of all information provided to Bank. For Positive File Processing, transactions which match Customer’s file shall be accepted and all other transactions shall be returned to the Customer unprocessed or directed to Web Decisioning or Exception Review, per the settings established by Customer. For Negative File Processing, transactions that do not match Customer’s file shall be accepted and all other transactions shall be returned to the Customer unprocessed or directed to Web Decisioning or Exception Review, per the settings established by Customer. Bank shall have no responsibility for any liability, loss or damage resulting from settings selected or established by Customer.
.

Page 28 ends

L. HEALTHCARE PAYMENT CONSOLIDATOR

1. Introduction. U.S. Bank Healthcare Payment Consolidator is a Service that enable s Customers to electronically receive, post and reconcile healthcare payments and remittances received from health plans and/or other Agents . The Service accepts images of check payments, remittances and correspondence received by Bank or its vendors in paper form via lockbox , as well as electronically via Automated Clearinghouse (ACH). Electronic remittance files are delivered from the Service to Customer at an agreed upon schedule. Images are made available via website or file transmission . Customer agrees that the Service shall be governed by this Section and all other relevant sections of this Agreement.

If Customer selects the Service, the Service may include, but is not limited to, lockbox, ACH, image viewing, data translation and file transmission services to assist Customer in expediting and automating receipt of their remittances. Prior to implementation of the Service, Customer must maintain a demand deposit account with Bank.

2. Processing, Collections and Availability. The Service is available where hardware and software have been configured by Bank to accommodate processing. Bank is authorized to examine the checks and remittances received at Customer’s designated lockbox in accordance with Bank’s lockbox servicing terms and guidelines . The crediting and collection of items will be handled in accordance with other commercial deposits processed by Bank and shall be subject to Bank’s then- current funds availability schedule.

3. Image Viewing and Storage . The Service processes and stores images of paper checks, explanation of benefits statements, correspondence, or other enclosures, as well as images of electronic remittance advices and electronic funds transfers. Images are available to Customer for web viewing or via secure transmission as selected by Customer in the Implementation Documents . Original paper documents will be securely destroyed on a periodic basis.

4. File Transmission and Data Reporting . The Service will transmit to Customer remittance data according to the agreed-upon schedule.

Customer may elect to receive data through one or more delivery mechanisms as specified in the Implementation Documents. If the Service is terminated, Customer may obtain an FTP transmission or other available format of image information processed at the price outlined in the fee schedule.

5. Accuracy and Timeliness of Information. Performance of the Service may be affected by external factors such as communication network latency, mail delays and other factors beyond Bank’s control. Information with respect to all transactions is provided solely for Customer’s convenience, and Customer shall have no recourse to Bank with respect to the use of such information.

6. Customer Authorizations, Notifications and Responsibility .

Customer authorizes Bank to disclose Customer information to Bank's vendors to the extent required to deliver the Service, and to debit or credit Customer’s accounts in performance of the Service hereunder. Customer shall provide Bank or its vendors with all data and specifications necessary for processing. Customer shall conduct tests that Bank or its vendors may deem necessary to ensure that files may be exchanged and the Service implemented. Customer shall adhere to any and all applicable clearinghouse, local, state, or federal laws, rules or regulations.

7. Protected Health Information. If Customer utilizes the S ervices to process Protected Health Information, as defined in 45 CFR Part 160, et seq., then Customer must ensure that any necessary agreements are in place.

M. COMMERCIAL SWEEP ACCOUNTS – LOAN OPTION
THIS NOTICE IS GIVEN PURSUANT TO APPLICABLE LAW: IN THE

UNLIKELY EVENT OF THE BANK FAILURE, THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) WILL ALLOW THE LOAN
SWEEP TRANSFER OF EXCESS BALANCES IN CUSTOMER’S

DEPOSIT ACCOUNT, ABOVE A PRE -ESTABLISHED THR ESHOLD,

OUT OF THE DEPOSIT ACCOUNT TO PAY DOWN THE LOAN AT
BANK ON THE DAY OF FAILURE . THE REMAINING FUNDS IN THE

DEPOSIT ACCOUNT WILL BE DEEMED DEPOSITS UNDER FDIC

RULES AND WILL BE INSURED UP TO THE APPLICABLE FDIC
LIMITS.

1. Definitions.
a. “Account” means Customer’s deposit account at Bank which Customer has designated as being covered by the Services described herein. b. “Available Funds” means the total of the collected funds in the Account as of the close of business on any Business Day, determined in accordance with the manner in which Bank generally provides credit for deposited checks.
c. “Business Day” means any day on which a majority of Bank’s offices are open to the public for substantially all banking functions. Saturdays, Sundays, federal or state holidays or any day recognized by a Federal Reserve Bank as a holiday shall not be considered a Business Day, even if Bank’s offices are open.
d. “Credit” means any loan arrangement which is designated as a line of credit where Bank has agreed will be subject to the Services described herein.
e. “Credit Agreement” means any loan agreement, promissory note, guaranty or other agreement, instrument, or document which evidences, secures or guarantees the Credit.
f. “Deficiency Amount” means the amount by which the Target Balance exceeds the amount of Available Funds as of the close of business on any Business Day.
g. “Event of Insolvency” means any of the following: (i) Customer or Guarantor shall die or cease to exist; (ii) any Guarantor shall attempt to revoke its guaranty or other obligation to Bank, or such guaranty or other obligation shall become unenforceable in whole or in part; (i ii) any bankruptcy, insolvency or receivership proceeding, or any assignment for the benefit of creditors, shall be commenced under any Federal or state law by or against Customer or any Guarantor; (iv) Customer or any Guarantor shall become the subject of any out-of-court settlement with its creditors; or (v) Customer or any Guarantor is unable or admits in writing its inability to pay its debts as they mature.
h. “Excess Funds” means the amount of Available Funds as of the close of business on any Business Day which exceeds the Target Balance. i. “Guarantor” means any guarantor, surety, accommodation party or joint obligor of the obligations of Customer under the Credit. j. “Target Balance” means that amount of funds which Customer desires to maintain in the Account and which is mutually agreeable to Bank and Customer from time to time.
k. “Transaction” means either a Loan Transaction or a Repayment Transaction.

2. Initiation of Transactions.
a. As of the close of business on each Business Day, Bank will determine the amount of Excess Funds, if any . If Bank determines that there are Excess Funds, Bank will debit the Account and credit the Credit in an amount equal to the lesser of (i) the amount of Excess Funds or (ii) the outstanding principal balance of the Credit plus all interest, fees and charges then outstanding under the Credit (a “Repayment Transaction”); provided, however, that Bank will not be required to initiate any Repayment Transaction in an amount less than a minimum sum mutually agreeable to Bank and Customer. Customer grants Bank a se curity interest in, and right of set -off to, the Account for purposes of effecting Repayment Transactions.

Page 29 ends

b. As of the close of business on each Business Day, Bank will determine the Deficiency Amount, if any. If Bank determines that there is a Deficiency Amount, Bank will charge the Credit in an amount equal to the lesser of (i) the amount by which such available balance is less than the Target Balance or (ii) the amount which is available to be borrowed under the Credit (the lesser of such amounts being referred to as the “Loan Amount”), plus the amount of any fees and charges under the Credit, and credit the Account in an amount equal to the Loan Amount (a “Loan Transaction”); provided, however, that Bank will not be required to initiate any Loan Transaction in an amount less than a minimum sum established by Bank, and Bank will not be required to initiate any Loan Transaction if any default exists under any Credit Agreement or this Agreement or Bank is otherwise excused or prohibited under any Credit Agreement or applicable law from making an advance to Customer. In addition, Bank will not be required to initiate any Loan Transaction, and the Services hereunder shall immediately and automatically terminate without notice, if:
(A) the Credit has matured or been terminated; (B) Customer has cancelled the Credit; (C) an Event of Insolvency has occurred; or (D) Bank has demanded payment under the Credit.
c. If Bank has agreed to provide any other service to Customer pursuant to which Bank is authorized to transfer Excess Funds from the Account, (i) this Agreement shall prevail over the terms and conditions of such other service, (ii) Bank may initiate a Repayment Transaction or Loan Transaction under this Agreement in lieu of or prior to initiating the transfer of Excess Funds under such other service, and (iii) Bank shall not be in default as to such other service solely by reason of not initiating the transfer of Excess Funds under such other service.

3. Overdrafts. Bank may debit the Account as set forth in Section III.M.1.a above, even though, subsequent to such debit, and as a result of additional transfers or withdrawals from the Account, the return of checks unpaid, or any other cause, the Account becomes overdrawn. In such event, Customer will be assessed Bank’s then prevailing charges for overdrafts.

4. Ordinary Course. Customer and Bank intend that each Repayment Transaction hereunder be (a) in the ordinary course of business or financial affairs of Customer and Bank, and (b) made according to ordinary business terms.

5. Asset- Based Loan Sweep Advance. For each asset -based loan sweep transfer or loan sweep advance (each an “Asset Based Transfer”), Customer certifies to Bank that (i) the Asset Based Transfer is being made in accordance with the certain agreements between Bank and Customer (the “Asset Based Documents”); (ii) the Asset Based Transfer is not revocable by Customer; (iii) the representations and warranties set forth in the Asset Based Documents are true and correct as of the date of each Asset Based Transfer; and (iv) no default or event of default, however denominated, has occurred or is continuing under the Asset Based Documents or will result following the Asset Based Transfer.

6. Termination. In addition to the termination rights described elsewhere in the Agreement, Bank may terminate this Service immediately without notice to Customer if the index or other referenced rate upon which the interest rate for this Service is based is at any time less than zero percent.

N. COMMERCIAL SWEEP ACCOUNTS –

INVESTMENT OPTION
NOTICE: INVESTMENT PRODUCTS, INCLUDING MONEY MARKET

MUTUAL FUNDS, ARE NOT DEPOSITS OR OBLIGATIONS OF, OR

GUARANTEED BY BANK OR ANY OF ITS AFFILIATES, NOR ARE

THEY INSURED BY THE FDIC, OR ANY OTHER GOVERNMENT
AGENCY. THE INVESTMENT OPTIONS OFFERED BY BANK UNDER

THE COMMERCIAL SWEEP ACCOUNT ARE SUBJECT TO

INVESTMENT RISKS, INCLUDING LOSS OF PRINCIPAL OF THE
AMOUNT INVESTED.

1. General Terms Applicable to All Investment Options.
a. If a Commercial Sweep Account Investment Option has been requested and agreed to by Bank, Customer authorizes Bank to transfer funds on a manual or automated basis to and from the demand deposit account (“DDA”) and Investment Option selected by Customer. Funds will be transferred between the accounts so that: (a) to the extent funds are available in either account, Customer’s DDA maintains an average collected balance equal to a pre-established balance (“Peg Balance”); and (b) any collected funds in the DDA that exceed the Peg Balance (“Excess Funds”) are invested by Bank as directed by Customer in accordance with this Agreement. Amounts invested in money market mutual funds, including investment income, will be redeemed and credited back to the DDA as needed so that the collected balance of Customer's DDA equals the Peg Balance. Amounts invested in other investment options, including interest or other investment income, will be credited back to the DDA each Business Day upon maturity. Bank may limit the amount of Excess Funds that it will invest on behalf of Customer on any particular Business Day.

Bank may also impose a maximum redemption amount to bring the DDA to the Peg Balance on a particular Business Day. If Customer’s Investment Option is not available on a given Business Day, then all Excess Funds will remain in the DDA until the next Business Day.
b. Bank is authorized to accept verbal instructions, including telephone instructions, from Customer representatives for the transfer of funds between Bank and Customer and between Customer's accounts . Bank may rely on any instructions received from Customer that it reasonably believes to be genuine.
c. Bank is authorized to execute as agent for Customer all certificates of ownership and other instruments required by law or by contract. Bank shall not be accountable for errors in judgment but only for gross negligence or willful misconduct. Bank shall not be required to comply with any direction of Customer which in Bank’s judgment, may subject it to liability or to defend or prosecute any suit or action unless indemnified in a manner and amount satisfactory to it.
d. Customer may, by written instrument executed by Customer and delivered to Bank, terminate this Service and withdraw from the account the principal and accumulated income upon paying all sums due to Bank and indemnifying Bank to its satisfaction against liabilities incurred in the administration of the account.
e. Bank will act as agent to invest on the order and for the benefit of Customer. The Services described herein are provided by Bank to Customer solely as bona fide treasury management Services. Bank does not undertake any fiduciary obligation to Customer with respect to these Services. Bank’s duties to act for Customer hereunder are solely mechanical and administrative in nature.
f. In addition to the termination rights described elsewhere in the Agreement, Bank may terminate this Service immediately without notice to Customer if the index or other referenced rate upon which the interest rate for this Service is based is at any time less than zero percent.

2. Investment Options.
a. Repurchase Agreements.
(i) Terms. If Customer chooses to invest Excess Funds in repurchase agreements, Customer and Bank agree to be bound by the Master Repurchase Agreement with Bank . If Customer's investments in repurchase agreements exceed its typical investment amount by $10 million or more on a given Business Day, Customer agrees to notify Bank by providing sufficient advance notice to allow Bank to adequately collateralize the investments. Bank will exercise reasonable efforts to invest the entire amount but cannot guarantee full investment under these circumstances. If Customer fails to notify

Page 30 ends

Manhattan Beach City CouncilDecember 3, 2024

Manhattan Beach City Council
December 3, 2024