LOS Banos · 2016. 4. 14. · LOS Banos AGENDA CITY COUNCIL MEETING CITY HALL COUNCIL CHAMBERS 520...

LOS Banoswww.losbanos.org

AGENDA

CITY COUNCIL MEETING

CITY HALL COUNCIL CHAMBERS520 J Street

Los Banos, California

APRIL 20, 2016

If you require special assistance to attend or participate in this meeting, please calf theCity Cferk's Office@ (209) 827-7000 at feast 48 hours prior to the meeting.

The City of Los Banos complies with the Americans with Disabilities Act (ADA) of 1990.****************

51 requiere asistencla especial para atender 0 partielpar en esla junta par favor /Jame a /a oficinade la Secretaria de fa eludad al (209) 827~7000 a 10 menos de 48 haras prey/as de la junta.

La Guidad de Los Banos cumple con /a Acta de Arner/canos con Deshabilidad (ADA) de 1990.

Any writings or documents provided to a majority of the City Councilregarding any item on this agenda will be made available for public inspection at the meeting

and in the City Clerk's office located at City Half, 520 J Street, Los Banos, Californiaduring normal business hours. In addition, such writings and documents may be posted

on the City's website at lNWw./osbanos.orq.***********

Cualquier escritura 0 los documentos proporcionaron a una mayorfa del Ayuntamiento respecto a cua/quierarticulo en este orden del dia sera hecho disponible para la

inspecci6n publica en la reuni6n y en la oficina de la Secretaria de la ciudad en City Hall, 520 J Street, Los Banos,California durante horas de oficina normales. Ademas, tales escrituras y los documentos

pueden ser anunciados en el website de /a ciudad en wlo/W.fosbanos.orq.

1. CALL TO ORDER. 7:00 PM

2, PLEDGE OF ALLEGIANCE.

3. ROLL CALL: (City Council Members)

Faria _, Lewis _, Silveira _, Stonegrove _' Villalta_

4. CONSIDERATION OF APPROVAL OF AGENDA.

5, PRESENTATIONS.

A. Proclarnation Recognizing Sexual Assault Awareness Month.

Los Banos City Council Agenda April 20, 2016 of 3

6, PUBLIC FORUM, (Members of the public may address the City Council Memberson any item of public interest that is within the jurisdiction of the City Council;includes agenda and non-agenda items, No action will be taken on non-agendaitems, Speakers are limited to a five (5) minute presentation, Detailed guidelinesare posted on the Council Chamber informational table,)

7, CONSIDERATION OF APPROVAL OF CONSENT AGENDA. (Items on theConsent Agenda are considered to be routine and will be voted on in one motionunless removed from the Consent Agenda by a City Council Member.)

A. Check Register for #158701 - #158937 in the Amount of $1,182,419,92,

Recommendation: Approve the check register as submitted.

B, Third Quarter Investment Report for Fiscal Year 2015-2016,

Recommendation: Accept the report as submitted,

C. City Council Resolution No, 5742 - Awarding Contract for Legal Advertisingto the Los Banos Enterprise for Fiscal Year Ending June 30, 2017 andAuthorizing and Directing the City Manager to Execute Agreement.

Recommendation: Adopt the resolution as submitted,

D. City Council Resolution No. 5743 - Approving and Authorizing the InterimCity Manager to Execute a Professional Services Agreement for BankingServices,

Recommendation: Adopt the resolution as submitted,

8. ADVISEMENT OF PUBLIC NOTICES. (Three Reports)

9. CITY MANAGER REPORT.

10. CITY COUNCIL MEMBER REPORTS,

A. Scott Silveira

B. Elizabeth Stonegrove

C. Tom Faria

D. Deborah Lewis

E. Mayor Mike Villalta

11. CLOSED SESSION.

A. Public Employee Employment, City Manager, Pursuant to Government CodeSection 54957.

Los Banos City Council Agenda April 20, 2016 of3

12. ADJOURNMENT.

A. Adjourn to 8:30 a.m., Saturday, April 23, 2016 to Hold a Closed Session Public Employment - City Manager Interviews, Pursuant to GovernmentCode Section 54957 being Held in City Hall Council Chambers, 520 J Street,Los Banos, California.

B. Adjourn to 2:00 p.m., Sunday, April 24, 2016 to Hold a Closed Session Public Employment - City Manager Interviews, Pursuant to GovernmentCode Section 54957 being Held in City Hall Council Chambers, 520 J Street,Los Banos, California.

I hereby certify under penalty of perjury under the laws of the State of California, that the foregoingagenda was posted on the City Hall bulletin board not less than 72 hours prior to the meeting.

~,~.etC. f.~Lucille L. Mallonee, City Clerk Dated this 14'h day of April 2016

Los Banos City Council Agenda - April 20, 2016 of 3

r'osBanos

CK # 158701 - 158937Bank ReconciliationChecks by Date

User: sorozcoPrinted: 04/12/2016 - 8:54AM

Cleared and Not Cleared Checks

Print Void Checks

04/20/2016 $1,182,419.92

Check No Check Date Name Module Void Amouut

158701 4/1/2016 A1ert-O-Lite, Inc. AP 1,012.50

158702 4/1/2016 Ameripride Valley Unifonn Services Inc. AP 204.67

158703 4/1/2016 Anthony Gomes AP 880.00

158704 4/1/2016 Aramark Unifonn Ser Inc AP 703.99

158705 4/1/2016 AT&T AP 378.58

158706 4/1/2016 AT&T AP 1,091.76

158707 4/1/2016 Auto Zone Commercial AP 128.95

158708 4/1/2016 Battery Specialties, Inc. AP 162.51

158709 4/1/2016 81's Consumers Choice AP 197.00

158710 4/1/2016 BSK Associates AP 170.00

158711 4/1/2016 Ceroex, Inc AP 282.96

158712 4/1/2016 Central Valley Toxicology, Inc AP 31.00

158713 4/1/2016 Coffee Break Service AP 236.70

158714 4/1/2016 Corneast AP 109.27

158715 4/1/2016 Copy Shipping Solutions AP 104.22

158716 4/1/2016 LN Curtis & Sons AP 290.04

158717 4/1/2016 Dell Marketing L P AP 4,196.41

158718 4/1/2016 Darrell Mello AP 200.00

158719 4/1/2016 Edges Electrical Group, LLC AP 271.11

158720 4/1/2016 ABY MFG Group. Inc. AP 122.04

158721 4/1/2016 Fact Automated Entrances AP 731.58

158722 4/1/2016 Fast Track Car Wash AP 14.00

158723 411/2016 Galls Inc AP 16.87

158724 4/1/2016 Great West Equipment, Inc AP 1,644.62

158725 4/1/2016 Home Depot AP 2,962.75

158726 4/1/2016 Home Depot AP 28.19

158727 4/1/2016 Jerry Witt AP 3,677.00

158728 4/1/2016 Key Seal Products, Inc. AP 389.08

158729 4/1/2016 Los Banos Express Oil & Lube AP 82.39

158730 4/1/2016 Lucas Business Systems AP 1,786.92

158731 411/2016 Los Banos Congregation AP 500.00

158732 4/1/2016 Marfab Inc AP 6.14

158733 4/1/2016 Merced Chevrolet Inc. AP 513.87

158734 4/1/2016 Merced County Regional Waste Management Authority AP 4,534.32



158737 4/1/2016 Merced Truck & Trailer Inc AP 709.61

158738 4/1/2016 Merced Unifonn & Accessories AP 864.00

158739 4/1/2016 John Mueller AP 350.00

158740 4/1/2016 Merced County Office of Education AP 500.00

158741 4/1/2016 NDN International LLC AP 24.84

Check No Check Date Name Module Void Amount158742 4/1/2016 The Office City AP 183.64158743 4/1/2016 OSE AP 212.63158744 4/112016 O'Reilly Auto Parts AP 784.69

158745 4/1/2016 PG&E Company AP 18.38158746 4/1/2016 The Phone Connection Inc AP 285.00158747 4/1/2016 Jose Patron AP 350.00

158748 4/112016 Razzari AP 120.00

158749 4/1/2016 Recall Secure Destruction Services Inc AP 470.60158750 4/112016 Ronnis Landscaping AP 46,865.15

158751 4/1/2016 Save Mart Supermarkets AP 229.10158752 4/1/2016 SoftwareOne Inc. AP 307.1 7158753 4/1/2016 Sorensens True Value AP 134.75158754 4/112016 Sorensens True Value AP 95.33158755 4/1/2016 Sprint Solutions, Inc. AP 759.81158756 4/1/2016 Toscano Upholstery AP 194.13158757 411/2016 Tulare Firestone AP 80.00158758 4/1/2016 Blossom Valley Realty AP 27.90158759 411/2016 DLP Real Estate, Inc. AP 77.91158760 411/2016 Valley Vanguard Properties Inc. AP 102.83158761 411/2016 Lawrence Lee AP 33.67158762 41112016 Century 21 M & M and Associates AP 76.92158763 41112016 Frank Chavez AP 57.72

158764 4/112016 Evangelina & David Sanchez AP 33.88158765 4/112016 Nationstar Mortgage LLC AP 13.49158766 411/2016 Alphonso & Angela Johnson AP 4.83158767 411/2016 Amber Tafoya AP 29.83158768 411/2016 DC Construction AP 75.21158769 411/2016 DC Construction AP 75.21158770 4/1/2016 Janet Brumana AP 8.28158771 4/112016 Valley Vanguard Properties Inc. AP 73.08158772 411/2016 John Mendoza AP 22.14158773 411/2016 Amber Davis AP 45.21158774 411/2016 Home Sweet Home Property Management AP 74.06158775 411/2016 lohnathan Peck AP 53.87158776 411/2016 Jose & Nyomi Chavez AP 7.74158777 4/1/2016 Century 21 M&M and Associates, Jeanette King AP 77.91158778 411/2016 Joshua Martinez AP 13.49158779 4/112016 UC Construction AP 71.67158780 4/112016 UC Construction AP 71.67158781 4/1/2016 Blossom Valley Realty AP 77.91158782 4/1/2016 Albert and Marta Denice AP 71.17158783 4/112016 Alexandro & Luz Canas AP 53.87158784 4/1/2016 Joe Nevarez AP 88.54158785 4/112016 Michelle Sanfilippo AP 69.20158786 4/1/2016 Valley Carports AP 2,837.00158787 4/1/2016 Verizon Wireless AP 172.60158788 4/112016 Walmart AP 298.83158810 4/1/2016 Jairo Acosta AP 36.0015881 I 4/1/2016 California Rural Water Assoc. AP 1,146.00

158812 4/1/2016 Greg Fillebrown AP 36.00158813 4/1/2016 Brenda Geary AP 238.00158814 4/1/2016 Surina Gonzales AP 36.00158815 4/1/2016 Kristifer Hew AP 36.00

Check No Check Date Name Module Void Amouut158816 411/2016 Mason Hurley AP 63.81158817 4/1/2016 International Assoc Of Chiefs of Police AP 170.00

158818 4/1/2016 Liebert Cassidy Whitmore AP 4,876.20158819 411/2016 Los Banos Volunteer AP 2,000.00158820 4/1/2016 U.s Banos Vet Clinic AP 658.00158821 4/1/2016 Ramon Mcdonald AP 36.00158822 4/1/2016 Merced County Auditor Controller AP 375.00

158823 411/2016 Gerald "Obie" O'Brien AP 77.14

158824 411/2016 Sutter Central Valley Hospitals AP 500.00158825 4/1/2016 U.S. Bank Equipment Finance AP 1,890.82158826 4/1/2016 Law Offices ofWiJliarn A Vaughn AP 9,000.00158827 4/1/2016 Westamerica Bank ~ Cafeteria Plan AP 279,947.94158828 4/4/2016 Aflac-Customer Service AP 95.81158829 4/4/2016 Aflac-Customer Service AP 143.95158830 4/4/2016 Aflac-Customer Service AP 41.26158831 4/4/2016 Aflac-Customer Service AP 57.86158832 4/4/2016 Bank of America AP 94,992.52158833 4/4/2016 Bank of America AP 11,902.11158834 4/4/2016 Bank of America AP 2,467.69158835 4/4/2016 State of California-Vrc AP 185.00158836 4/4/2016 Franchise Tax Board AP 20.00158837 4/4/2016 1n Shape Health Clubs 1nc AP 574.00158838 4/4/2016 Los Banos Police Assn AP 2,090.00158839 4/412016 MassMutual AP 1,322.94158840 4/4/2016 MassMutual AP 4,365.00158841 4/4/2016 Nationwide Retirement Solutions AP 1,420.00158842 4/4/2016 Professional Fire Fighter AP 630.00158843 4/4/2016 State Disbursement Unit AP 1,161.00158844 4/4/2016 Vantagepont Transfer Agents - 306797 AP 605.43158845 4/4/2016 Vantagepoint Transfer Agents - 705827 AP 25.00158846 4/4/2016 Vantagepoint Transfer Agents - 801838 AP 3,600.00158847 4/8/2016 A & A Portables 1nc AP 1I1.65158848 4/8/2016 Abbott & Kindennann, LLP AP 587.97158849 4/8/2016 Advanced Scaffold and Equipment Solutions LLC AP 1,597.00158850 4/8/2016 Steve & Manuela Aldama AP 25.00158851 4/8/2016 Alert-O-Lite, Inc. AP 950.40158852 4/8/2016 Altec Industries Inc AP 15.42158853 4/8/2016 American Self Storage AP 1,800.00158854 4/8/2016 Anthony Gomes AP 80.00158855 4/8/2016 Aramark Unifonn Ser Inc AP 970.28158856 4/8/2016 Ascent Aviation Group, Inc. AP 12,499.50158857 4/8/2016 AT&T AP 33.74158858 4/8/2016 AT&T AP 60.00158859 4/8/2016 Auto Zone Commercial AP 15.77158860 4/8/2016 The Bank of New York AP 36,807.50158861 4/8/2016 Battery Specialties, Inc. AP 895.46158862 4/8/2016 Borelli Real Estate Setvice, Inc. AP 90.00158863 4/8/2016 Brenntag Pacific Inc AP 4,590.00158864 4/8/2016 Bruce's Tire Inc AP 7,266.81158865 4/8/2016 BSK Associates AP 462.00158866 4/8/2016 California Dairies Inc AP 1,182.67158867 4/8/2016 Cal Traffic AP 6,261.52158868 4/812016 A & E Industrial Cleaning Equipment AP 282.54

Check No Check Date Name Module Void Amount158869 4/8/2016 Cemex, Inc AP 419.04

158870 4/8/2016 CSJVRMA AP 240,460.00

158871 4/8/2016 Clark Pest Control Inc AP 145.00

158872 4/812016 Culver Company Inc AP 3,267.29

158873 4/8/2016 Dept of Housing & Community Development State NSP AP 14,287.00

158874 4/812016 Electric Drives Inc AP 1,999.78

158875 4/8/2016 FastenaJ Company AP 64.63

158876 4/8/2016 Federal Express AP 5.74

158877 4/8/2016 Ferguson Enterprises Inc DBA Groeniger & Company AP 456.87

158878 4/8/2016 Golden State Flow Measurement AP 3,496.90

158879 4/8/2016 George Allen Construction AP 1,019.10

158880 4/8/2016 Great VaHey Supply AP 127.87

158881 4/8/2016 Hach Company AP 148.47

158882 4/8/2016 Helena Chemical Co Inc AP 1,443.01

158883 4/8/2016 Holt of California AP 1,977.68

158884 4/8/2016 10M Worldwide AP 313.52

158885 4/8/2016 JB Anderson Land Use Planning AP 6,661.00

158886 4/8/2016 Kimball Midwest AP 155.90

158887 4/8/2016 KuHy Supply, Inc. AP 183.43

158888 4/8/2016 Lawson Products, Inc. AP 926.64

158889 4/812016 Lehigh Hanson Heidelberg Cement Group AP 2,060.04

158890 4/8/2016 Thomas E. Lewis AP 900.00

158891 4/8/2016 Lincoln Equipment Inc AP 166.18

158892 4/8/2016 Los Banos Medical Group A Medical Corp. AP 400.00

158893 4/8/2016 Marfab Inc AP 110.16

158894 4/8/2016 Matson Alann Co Inc AP 186.00

158895 4/8/2016 McNamara Sports Inc AP 426.33

158896 4/8/2016 Merced Chevrolet Inc. AP 170.52

158897 4/8/2016 Merced County Assessor AP 3.00

158898 4/8/2016 Merced Sun Star AP 463.36

158899 4/8/2016 Merced Truck & Trailer Inc AP 1,328.22

158900 4/8/2016 Mobley Enterprises Inc. AP 1,075.00

158901 4/8/2016 N & S Dos Palos Tractor AP 769.76

158902 4/8/2016 Napa Auto Parts AP 28.61

158903 4/8/2016 New Pig Corporation AP 597.59

158904 4/8/2016 North Central Laboratories AP 98.71

158905 4/8/2016 Tbe Office City AP 218.21

158906 4/8/2016 O'Reilly Auto Parts AP 983.40

158907 4/8/2016 PG&E Company AP 33.11

158908 4/8/2016 Provost and Pritchard Engineering, Inc. AP 3,541.20

158909 4/8/2016 Purchase Power Inc AP 4,000.00

158910 4/8/2016 Razzari AP 25.31

158911 4/8/2016 Rick's Auto Body AP 3,121.43

158912 4/8/2016 Raque1 Ramirez AP 200.00

158913 4/8/2016 SJVAPCD AP 502.00

158914 4/812016 Lourdes Acosta Sanchez AP 1,141.02

158915 4/8/2016 Santos Ford Lincoln Mercury, Inc. AP 1,298.93

158916 4/8/2016 Sharper Technology, INC. AP 853.44

158917 4/8/2016 Sherwin Williams Co AP 167.30

158918 4/8/2016 Sierra Chemical Co AP 2,273.84

158919 4/8/2016 SC Fuels AP 2,383.51

158920 4/8/2016 Sorensens True Value AP 1,202.63

158921 4/8/2016 Triangle Rock Products AP 430.73

Check No Check Date Name Module Void Amount158922 4/8/2016 3T Equipment Company Inc AP 1,832.33158923 4/8/2016 Vortex Industries, Inc. AP 4,989.00158924 4/8/2016 WECO Industries, LLC AP 218.71158925 4/8/2016 Anne M Whitehurst AP 6,100.00158926 4/8/2016 Matthew Culley AP 99.90158927 4/8/2016 Young's Air Conditioning AP 166.00158928 4/8/2016 Young's Automotive AP 1,510.32

158929 4/8/2016 Rodina Zamora AP 300.00158930 4/8/2016 Timothy Baptista Sf AP 100.00158931 4/812016 City of Los Banos Escrow Account AP 1,754.20158932 4/8/2016 Brenda Geary AP 404.24158933 4/8/2016 PERS - Public Employees AP 102,565.00158934 4/8/2016 PERS - Pnblic Employees AP 81,486.61158935 4/8/2016 Pinnacle Medical Group AP 263.00158936 4/8/2016 Aaron Pinon AP 3,000.00158937 4/8/2016 Zacbary Sawyer AP 1,477.71

Break in check sequence due to the following: Total Void Check Count: 0

Check #158789 - 158809 (Payroll) Total Void Check Amount: 0.00

Total Valid Cbeck Count: 216

Total Valid Check Amount: 1,182,419.92

Total Check Count: 216

Total Check Amount: 1,182,419.92

LOS BanosAgenda Staff Report

TO:

FROM:

Mayor & City Council Members

Martha Brazil, City Treasurer/Accountant"Yl\bDATE: April 20, 2016

SUBJECT: Acceptance of the Third Quarter Investment Report for 2015/2016

TYPE OF REPORT: Consent Agenda

Recommendation:To accept the quarterly investment report as submitted.

Background:The City of Los Banos follows its investment policy to assure that it invests all surplusinactive monies in a manner which ensures a maximum return consistent with safety onsuch investments while maintaining the integrity of such surplus and inactive funds. Aquarterly investment report provides proof that City funds are invested in such amanner. It includes all investments except funds held by City's trustee. Funds held bytrustee include bond reserve funds, deferred compensation plans and other postretirement benefit funds.

Fiscal Impact:Informational only, no fiscal impact.

Reviewed by:

ary nzze , n enm I y anagerG rl;5Jll7'· C't M

Attachments:City of Los Banos Third Quarter 2015/2016 Investment Report

LOS BanosIn accordance with Government Code Section 53646 and the City of Los BanosInvestment Policy, the following shall constitute the quarterly report of investment onbehalf of the City of Los Banos:

Investment BalancesAs of March 31, 2016

AmountAnnual

Type of Investment Issuer Maturity Invested PercentageYield

LAIF (Local Agency State ofDaily

.51%Investment Fund) California $42,242,255. effective yield

Bonds, Treasury MoneyMarket Funds and CD's Wells Fargo Staggered

11,981,560. 1.10% - 5.40%(Certificate of Deposits) Securities 5 years

Investment Balance: $54,223,815.

1. As of the date of this report, the majority of the City of Los Banos funds are invested in the State ofCalifornia Local Agency Investment Fund (LAIF), in accordance with section 16429.1 of theGovernmental Code.

2. As of the date of this report, the remainder of the City of Los Banos' funds are deposited in CorporateBonds, and various FDIC insured Certificates of Deposits held with Wells Fargo Securities, LLC.Therefore, as provided by Governmental Code Section 53646 (e) attached are the most recentstatement(s) received by the City of Los Banos.

3. The portfolio of the City of Los Banos is in compliance with the City of Los Banos' Investment Policy.

4. The investment balances are reconciled monthly to the General Ledger by the Finance Department.

5. It is expected that the City will be able to meet its projected expenditure requirements for the next sixmonths.

LAIF Regular Monthly Statement

Local Agencllnvestment FundP.O. Box 942809Sacramento, CA 94209-0001(916) 653-3001

CITY OF LOS BANOS

CITY TREASURER520J STREETLOS BANOS, CA 93635

II\I!.-\ :\\l'nlgr \lonthl\ Yil'lds

Account Number:

Tran Type Definitions

Page I of I

\\ \\ \\ .1 rt'<ISIi n'r.l':\'1!O\ jplllia-hl if/l:-li r.as tlApril 04, 2016

March 20]6 Statement

Account Summary

Total Deposit:

Total Withdrawal:

0.00 Beginning Balance:

0.00 Ending Balance:

42,242,254.88

42,242,254.88

https;//laifms.treasurer.ca.gov/RegularStatement.aspx 4/4/2016

Fast Facts - March 2016

Ending Portfolio

$67.7 billion

Average Workday Investment Activity

$1.143 billion

Average Effective Yield

0.51 percent

Average Investment Life

146 days

Local Agency Investment Fund Ending Portfolio

$21.1 billion

Time Deposits Ending Portfolio

$5.6 biliion, 240 deposits, 74 institutions

Your Investment Account(s)

Page 1 of 6

Statement Period

03/01/2016 - 03/31/2016

Account Number

$

CITY OF LOS BANOSATTN MARTHA BRAZIL

Account Value Summary USD This summary does not reflec! the__________________~---------~--~------.value 01 unpriced securities.

Amount Last Amount This % Repurchase agreements are reflectedStatement Period Statement Period Portfolio at par value.

Cash $ 0.00 $ 0.00 0%Money Market Mufual Funds 478,676.46 527,643.18 4%Bonds 11,477,752.13 11,453,916.46 96%Stocks 0.00 0.00 0%Total Account Value $ 11,956,428.59 $ 11,981,559.64 100%

$ 25,131.050%

N/AN/A

Value Change Since Last Statement PeriodPercent Increase Since Last Statement Period

Value last Year-EndPercent Increase Since Last Year-End

Income Summary USD

Wells Fargo Securities, LLC400 CAPITOL MALL7TH FLOORSACRAMENTO CA 95814

JUSTIN LEWIS1·916·440·4135

ThiS Period Year-To-Date

Inferest $ 8,966.70 $Dividends/Capital Gains 0.00Money Market Mutual Funds Dividends 0.02Other 0.00

Income Total $ 8,966.72 $

Money Market Mutual Funds Summary USD

77,469.390.000.040.00

77,469.43

Description AmountOpening Balance

Deposits and Other AdditionsDistributions and Other SubtractionsDividends Reinvested

Closing Balance

$

s

478,676.4648,966.70

0.000.02

527,643.18

O'>llg, '01,23~ OU08 1.,~nUN~n6.,'I!'_0001~~% 7'~8g·00W'3~n 04 Gl l~ 0

Important Information

This statement is provided to customers of Wells Fargo Securities. lLC("WFS"). broker-dealer 0250. Statements are provided monthly for accountswith transactions and/or security positions. The account statement contains alist of securities held in safekeeping by WFS as of the statement date andprovides details of purchase and sale transactions, the receipt anddisbursement of cash and securities, and other activities relating to theaccount during the statement period.

For WFS customers who choose to maintain a safekeeping account at WellsFargo Bank, NA ("Bank"), this statement is accompanied by a separate Banksafekeeping statement. The Bank safekeeping statement, if applicable,contains a list of securities held in safekeeping by the Bank as of thestatement date.

pricing: Security and brokered certificate of deposit ("CD") prices shown onthe statement are obtained from independent vendors or internal pricingmodels. While we believe the prices are reliable, we cannot guarantee theiraccuracy. For exchange-listed securities, the price provided is the closingprice at month end. For unlisted securities, 11 is the "bid" price at month end.The prices of CDs that mature in one year or less are shown at last pricetraded. The price of CDs that mature in greater than one year and of otherinstruments that trade infrequently are estimated using similar securities forwhich prices are available. Prices on the statement may not necessarily beobtained when the asset is sold.

Brokered CD Pricing: like bonds, brokered CDs are subject to pricefluctuation and the value of a CD, if sold prior to maturity, may be less than atthe lime of its purchase. Significanlloss of principal could result. While WFSgenerally makes a market in CDs it underwrites, the secondary market forCDs that it does not underwrite may be very limited. In those cases, WFS willuse its best efforts to help investors find a buyer.

SIPC: WFS is a member of the Securities Investor Protection Corporation("SIPC"). In the event of insolvency or liquidation of WFS, securities held insafekeeping at WFS are covered by SIPC against the loss, but not investmentrisk, up to a maximum of $500,000 per customer, which includes a $250,000limit on claims for cash held in the account. SIPC protection does not provideany protection whatsoever against investment risk. including the foss ofprincipal on an investment. This coverage does not apply to securities held insafekeeping by the Bank. Additional information about SIPC, including a SIPCbrochure, may be obtained by visiting www.sipc.orgorbycallingSIPC at1-202-371-8300.

FINRA BrokerCheck program: WFS is a member of the Financial IndustryRegulatory Authority (FINRA). Under its BrokerCheck program, FfNRAprovides certain information regarding the disciplinary history 01broker/dealers and their associated persons. Information can be obtainedfrom the FINRA BrokerCheck program hotline number (1·800-289-9999) orthe FINRA web site (www.finra.org). A brochure describing the FINRABrokerCheck program will be furnished upon wrillen request.

Free Credit Balances: Any customer free credit balances may be used inthe business of WFS subject to limitation of 17 CFR Section 240 §15c(3)-3 under the Securities Exchange Act of 1934. In the course ofnormal business operations, a customer has the right to receive deliveryof the following: any free credit balances to which he or she is entitled.any fully paid securities to which he or she is entitled, and any securitiespurchased on margin upon full payment of indebtedness to WFS.

EqUity Order Routing: WFS will generally route equity and listed optionsorders taking into consideration among other factors. the quality andspeed of execution, as well as the credits, cash or other payments it mayreceive from any exchange. broker-dealer or market center. This may notbe true if a customer has directed or placed limits on any orders.Whenever possible, WFS will route orders in an altemptto obtainexecutions at prices equal or superior to the nationally displayed best bidor offer. WFS will also attempt to obtain the best execution regardless ofany compensation it may receive. The nature and source of credits andpayments WFS receives in connection with specific orders will befurnished to a customer upon request. WFS prepares quarterly reportsdescribing its order routing practices for non-directed orders routed to aparticular venue for execution. A printed copy of this report along withother compliance and regulatory information is available upon writtenrequest or by visiting:httPs:llwww.wellsfargo.com/com/securitieslregulatory.

EqUity Extended Hours Trading: See important information relating toequities lrading before and after regUlar trading hours at:www.wel.sfargo.com/comJsecurities/regulatory.

Equity Open Orders: Open orders will remain in effect until executed orcanceled by you. Failure to cancel an open order may result in thetransaction being executed for your account. WFS has no responsibility tocancel an open order at its own initiative.

Dividend Reinvestment: In any dividend reinvestment transaction, WFSacted as agent. Additional information regarding transactions of thisnature will be furnished to a customer upon written request.

Account Transfers: A fee will be charged to customers transferring theirexisting WFS account to another broker/dealer or any other financialinstitution.

Non-deposit investment products recommended, offered or sold byWFS, including mutual funds, are not federally insured orguaranteed by or obligations of the Federal Deposit InsuranceCorporation ("FDIC"), the Federal Reserve System or any otheragency; are not bank deposits; are not obligations of, or endorsedor guaranteed in any way by any bank or WFSj and are subject torisk, inclUding the possible loss 01 principal, that may cause thevalue of the investment and investment return to fluctuate,

Page 2 of 6

When the investment is sold, the value may be higher or lower than theamount originally invested. WFS is a subsidiary of Wens Fargo &Company, is not a bank or thrift, and is separate from any otheraffiliated bank or thrift. WFS is a registered broker-dealer and memberof FINRA, No affiliate of WFS is responsible for the securities sold byWFS.

Mutual Funds: The distributor of Wells Fargo Advantage Funds is affiliatedwith WFS. Mutual funds are sold by prospectus only. Please read theprospectus for further information including sales Charges, deferred safescharges. withdrawal charges and management or other fees.

Financial Statements: WFS financial statements are available upon request

Trade Confirmations: Investment purchases and sales are subject 10 theterms and conditions stated on the trade confirmation relating to thattransaction. In the event of a conflict between the trade confirmation and thisstatement, the trade confirmation will govern.

Listed Options: Commissions and olher charges related to the execution oflisted option transactions have been included in confirmations of suchtransactions that have been previously furnished and are available uponrequest. Promptly advise your WFS sales representative of any materialchange in your investment objectives or financial situation.

Customer Complaints and Reporting Discrepancies:Customer complaints. statement reporting inaccuracies or discrepanciesshould be promptly reported in writing to:

Customer Service608 Second Avenue SouthSuite 1000, MAC N9303-054Minneapolis, MN [email protected]

Customers may also report complaints, inaccuracies or discrepancies bycarting 1-800-645-3751, option 5. International callers should call1-877-856-8878. To further protect their rights, including rights under theSecurities Investor Protection Act, customers should also re-confirm in writingto the above address any oral communications with WFS relating to theinaccuracies or discrepancies.

Eurodollar Deposits: Funds invested in a Eurodollar Deposit are held ondeposit at the Bank's Grand Cayman Island branch, a foreign branch of theBank. As an offshore deposit liability payable at the Bank's Grand CaymanIsland branch, the deposits are subject to Grand Cayman Island laws,regulations and governmental actions regarding exchange controls, assetsseizures and other restrictions. Deposits payable only outside the U.S. alsohave a lower priority than deposits payable at a U.S. branch in liquidation. Inaddition, deposits held in a foreign U.S. bank branch are not insured by theFDIC or otherwise guaranteed by the U.S. government or any of ils agencies.

of 6

CITY OF LOS BANOSStatement Ending: March 31, 2016

Account Number:

Portfolio Holdings Security positions held with Wells Fargo Securities, LLC

Current Par / Market Market Original ParSecurity 10 Description Maturity Date Coupon Original Par Price- Value PledgedH Callable

Bonds USD

46176PAK1 INVESTORS SVGS INT BEAR CERT 05/05/16 2.200% 100,000.000 100.1553 100,155.30OF DEPOSIT

73565NBD4 PORTAGE COUNTY BANK INT 06/15/16 1.800% 130,000.000 100.2570 130,334.10BEARING CERT OF DEPOSIT

06279LCJ1 BANK INTERNET USA INTEREST 06/22/16 1.900% 245,000.000 100.3012 245,737.94BEARING CERT OF DEPOSIT

344030EB3 FLUSHING SAVINGS BANK INT 06/29/16 1.900% 245,000.000 100.3222 245,789.39BEARING CERT OF DEPOSIT

06425BBE8 BK OF THE PACIFIC INT BEAR 08/12/16 1.700% 245,000.000 100.4091 246,002.30CERT OF DEPOSIT

133033DL1 CAMDEN NATIONAL BANK INTEREST 08/17/16 1.750% 245,000.000 100.4421 246,083.15BEARING CERT OF DEPOSIT

52168UBN1 LEADER BANK INT BEARING CERT 08117116 1.800% 245,000.000 100.4604 246,127.98OF DEP

924116AQ9 VERMILLION STATE BANK INT 08/31/16 1.500% 245,000.000 100.3825 245,937.13BEARING CERT OF DEP

36962G2G8 GENERAL ELEC CAP CORP 02/15/17 5.400% 1,150,000.000 103.9678 1,195,629.70 N36962G5WO GENERAL ELEC CAP CORP 04/27/17 2.300% 1,500,000.000 101.5400 1,523,100.00 N94974BFD7 WELLS FARGO & COMPANY 05/08/17 2.100% 300,000.000 101.1404 303,421.20 N02006LFX6 ALLY BANK INTEREST BEARING 07/31/17 1.150% 245,000.000 100.2528 245,619.36

CERTOF DEP29976DPYO EVERBANK FL INTEREST BEARING 11/30/17 1.100% 125,000.000 101.0839 126,354.88

CERTOF DEP89233P7EO TOYOTA MOTOR CREDIT CORP 01/10/18 1.375% 500,000.000 100.5315 502,657.50 N46625HJG6 JPMORGAN CHASE & CO 01125/18 1.800% 985,000.000 100.4643 989,573.36 N060624XH1 BANK BARODA NY INTEREST 03/08118 1.250% 245,000.000 100.5127 246,256.12

BEARING CERT OF DEP20451PDE3 COMPASS BANK INTEREST BEARING 09/04/18 1.950% 245,000.000 101.6710 249,093.95

CERT OF DEPOSIT

36163CFS4 GE CAPITAL BANK INTEREST 10/11/18 1.850% 245,000.000 101.8090 249,432.05BEARING CERTIFICATE OF DEPOSIT

02587DVB1 AMERICAN EXPR CENTURION 10/17/18 2.100% 245,000.000 101.8264 249,474.68INTEREST BEARING CERT OF DEP

17284CQY3 CIT BANK INTEREST BEARING CERT 10/17/18 2.000% 245,000.000 101.8040 249,419.80OFDEP

319141 BE6 FIRST BK HIGHLAND PK INTEREST 04/09/19 1.900% 245,000.000 100.3571 245,874.90 YBEARING CERTIFICATE OF DEPOSIT

",5M2 lOll'" DOOB '5017U"#22~511n·""G'3"~6 7<Blla_OOlOSJ02, t)4 Gl16 P

CITY OF LOS BANOSAccount Number:

Portfolio Holdings (Continued) Security posiUons held with Wells Fargo Securities, LLC

Statement Ending:Page 4 of 6

March 31 , 2016

Current Par / Market MarketSecurity 10 Description Maturity Date Coupon Original Par Price'" Value

Bonds USD

06740KGG6 BARCLAYS BANK INTEREST BEARING 04115119 1.900% 190,000.000 101.7404 193.306.76CERTIFICATE OF DEPOSIT

88413QAMO THIRD FEDERAL SAV&LOAN 04119119 1.800% 245,000,000 101.7116 249,193.42INTEREST BEARING CERT OF DEP

856284Y81 ST BK INDIA NY INTEREST 07129119 2.050% 245,000.000 101.6154 248.957.73BEARING CERTIFICATE

254671300 DISCOVER BANK INTEREST BEARING 07130119 2.000% 245,000,000 101.5830 248,878.35CERTIFICATE OF DEPOSIT

795450SCO SALLIE MAE BK INT BEAR CERT OF 07130119 2.050% 245,000.000 101.6140 248,954.30DEPOSIT

87165HCF5 SYNCHRONY BANK INTEREST 08101119 2.050% 245,000.000 101.7743 249,347.04BEARING CERTIFICATE OF DEPOSIT

02587CBK5 AMERICAN EXPRESS BK INTEREST 09118119 2.100% 180,000.000 101.8773 183,379.14BEARING CERT OF DEP

14042E6A3 CAPITAL ONE NA INTEREST 08126120 2.350% 245,000.000 102.2220 250,443.90BEARING CERTIFICATE OF DEPOSIT

140420UQl CAPITAL ONE BANK USA INTEREST 08126120 2.350% 245,000.000 102.3924 250,861.38BEARING CERTIFICATE OF DEPOSIT

687377DS7 ORRSTOWN BANK INTEREST BEARING 08128120 2.000% 245,000.000 100.6906 246,691.97CERTIFICATE OF DEPOSIT

20033AMFO COMENITY CAPITAL BANK INTEREST 08131120 2.300% 245,000.000 102.1846 250,352.27BEARING CERT OF DEP

40434AC72 HSBC BK USA NA INTEREST 11117120 1.600% 250,000.000 100.6633 251,658.25BEARING CERTIFICATE OF DEPOSIT

05580ADQ4 BMW BANK NA INTEREST BEARING 01122121 2.100% 245,000.000 102.0071 249,917.40CERTIFICATE OF DEPOSIT

38148J6M8 GOLDMAN SACHS BANK USA 01127121 2.100% 245,000.000 101.9999 249,899.76INTEREST BEARING CERTIFICATEOF DEPOSIT

11,290,000.000 11,453,916.46

*See important information regarding security pricing on Page 2.

*7otaf amount that is pledged to or held for anotherparty or parties. Refer to the Pledge Detail Report for more information.

Original ParPledged·"

0.00

Callable

Y


Daily Account Activity

Statement Ending:Page 5 of 6

March 31, 2016

Your investment transactions during this statement period.

Settlement!Transaction I EffectiveTrade Date Dale Activity Security 10 Description Par J Quantity Price

PrincipalAmount

IncomeAmount

Debit / CreditAmount

Income 1 Payment Activity usa03/01/16 03f01/16 Interest

03/04/16 03/04/16 Interest

03/08/16 03/08/16 Interest

03/14/16 03/14/16 Interest

03/15/16 03/15/16 Interest

03/15/16 03/15/16 Interest

03/17/16 03/17/16 Interest

03/17/16 03/17/16 Interest

03/18/16 03/18/16 Interest

03/22/16 03/22/16 Interest

03/28/16 03/28116 Matured

03/28/16 03/28/16 Interest

03/28/16 03/28/16 Interest

03/31/16 03/31/16 Interest

Money Market Fund Activity

All transacUons are traded at $1.00 per share

WF 100% Treas S 8

*As of March 31,2016

USD

924116AQ9

20451PDE3

060624XH1

06425BBE8

73565NBD4

344030EB3

52168UBN1

133033DL1

02587CBK5

06279LCJ1

773709AM2

773709AM2

687377DS7

20033AMFO

VERMILLION STATE BANK INT

COMPASS BANK INTEREST BEARING

BANK BARODA NY INTEREST

BK OF THE PACIFIC INT BEAR

PORTAGE COUNTY BANK INT

FLUSHING SAVINGS BANK INT

LEADER BANK INT BEARING CERT

CAMDEN NATiONAL BANK INTEREST

AMERICAN EXPRESS BK INTEREST

BANK INTERNET USA INTEREST

ROCKLAND TRUST CO INTEREST

ROCKLAND TRUST CO INTEREST

ORRSTOWN BANK INTEREST BEARING

COMENITY CAPITAL BANK INTEREST

Dividend earnedthis period

0.02

7 day*simple yield

0.000%

40,000.00

30 day*simple yield

0.000%

291.99

2,382.21

1,527.05

330.92

185.92

369.85

350.38

340.65

1.884.82

369.85

65.15

389.32

478.59

291.99

2,382.21

1.527.05

330.92

185.92

369.85

350.38

340.65

1,884.82

369.85

40,000.00

65.15

389.32

478.59

TransactionDate Activity Principal Amount

Beginning SaIanceDividend Amount Balance

478,676.46

03/01/1603/04/16

03/08/1603/14/16

03/15/1603/17/16

03/18/1603/22/16

03/28/1603/31/16

03/31/16

PurchasePurchase

PurchasePurchase

PurchasePurchase

PurchasePurchase

PurchasePurchaseDividend

291.992,382.21

1.527.05330,92

555,77691.03

1.884.82369.85

40,454.47478.59

0.02

478.968.45481.350.66

482,877.71483.208.63

483.764.40484,455.43486,340.25486,710.10

527.164.57527.643.16527.643.18

G"f>9J 1~1"J9 000" 1'017 \1"#21"5210·00''',", '""""-OQ1~SJO;>! O~'OI 1'; P

Ending BalanceActivity Principal Amount


Money Market Fund Activity (Continued)

All transactions are traded at $1.00 per share

TransactionDate

Statement Ending:

Dividend Amount

Page 6 of 6March 31, 2016

Balance527,643.18

LOS Banos

TO:

FROM:

DATE:

Agenda Staff ReR.Q.!j

Mayor and Council Members

William A. Vaughn, City Attorney /7,.Lucy Mallonee, MMC JRV'"'City Clerk/Human Resources Director

April 20, 2016

SUBJECT: Publication of Legal Advertising

TYPE OF REPORT:

Recommendation:

Consent Agenda

Award the annual legal advertising contract to the Los Banos Enterprise for the fiscalyear 2016-2017.

Background:

The City's legal advertising contract expires on June 30, 2016. On February 1, 2016the City released a Request for Proposals (RFP) for Legal Advertising for the fiscal year2016-2017 and did not receive any responses; therefore, the RFP was released againon March 4,2016 and the City received one response, from the Los Banos Enterprise.

Discussion:

The California Government Code requires that the City publish legal advertising in anewspaper of general circulation:

Whenever any official advertising, notice, resolution, order, or other matterof any nature whatsoever is required by law to be published in anewspaper, such publication shall be made only in a newspaper ofgeneral circulation. (Cal. Government Code §6040)

The Public Contract Code requires that each year cities that have more than one (1)newspaper of general circulation publish a notice inviting bids for the publication of legalnotices.

The Public Contract Code requires that each year cities that have more than one (1)newspaper of general circulation publish a notice inviting bids for the publication of legalnotices.

"Annually before the beginning of the fiscal year, in cities where there ismore than one newspaper of general circulation printed and published, thelegislative body shall publish a notice inviting bids and contract for thepublication of legal notices required to be published in such a newspaper.The contract shall include the printing and publishing of all such legalnotices during the fiscal year. If there is only one such newspaper, thelegislative body may contract with it without advertising for bids." (Cal.Public Contract Code §20169)

A Notice of Request for Proposals (RFP) was mailed to local newspapers of generalcirculation for the purpose of soliciting bids for the publication of legal notices andclassified and display advertisements. The Notice was published in the Los BanosEnterprise on February 12, 2016, February 19, 2016, March 11, 2016 and March 18,2016 and e-mailed to: the Los Banos Enterprise and The Paper. In addition, the Noticewas posted on the City's website.

One response was received from The Los Banos Enterprise which provideddocumentation verifying adjudication as a newspaper of general circulation withinMerced County as required by California State Law for the publishing of legal notices.The Los Banos Enterprise also provided documentation through an independent auditverifying circulation numbers for 24 months ending September 30, 2015.

The Los Banos Enterprise is published once a week on Friday and has the ability topublish employment classified ads in multiple area publications. There is a three (3) daylead time (two (2) day lead time for classified ads) for advertising.

Fiscal Impact:

The City budgeted $11,750.00 for advertising for the current fiscal year. The proposedcharges submitted by the Los Banos Enterprise (cost per line per column and cost perinch per column) remain the same as they were in the prior fiscal year.

Reviewed by:

Gary~i~~rim City Manager

Attachments:

RFPResponseResolution

LOS Banos

REQUEST FOR PROPOSALSFOR

LEGAL NOTICES, CLASSIFIED AND DISPLAYADVERTISING SERVICES

Release Date

February 3,2016

Deadline for Submissions

March 3, 2016 at 2:00 P.M.

Contact Person

Lucille L. Mallonee, MMC, City ClerkCity of Los Banos

520 J StreetLos Banos, CA 93635

(209) 827-7000

REQUEST FOR PROPOSALSLEGAL NOTICES, CLASSIFIED AND DISPLAY ADVERTISING SERVICES

CITY OF LOS BANOS

INTRODUCTION

The City of Los Banos is accepting qualified proposals for legal notices, classified employmentand display advertising services, in accordance with this Request for Proposal. Each Proposermust make a proposal on each element of the scope of work. In order to best meet its needs,the City reserves the right to contract for each element individually, as a package, or makemultiple awards, in the City's sole discretion.

Each proposer is encouraged to identify other services beyond the minimum required services,which can be provided to address the City's needs and describe any approaches that wouldreduce City costs and/or increase advertising efficiency and effectiveness.

The City reserves the right to contract for legal notices, classified employment and displayadvertising services with multiple Proposers.

SCOPE OF WORK

The scope of services desired includes print advertising for a variety of City functions,specifically legal notices, classified employment advertisements, and general purpose displayadvertisements. The scope for all services includes, at a minimum:

1. Proposer shall have the capability to receive typeset/copy materials and proofs via email.Proposer shall provide City with an email address to be used for transmission of typeset matter.

2. City departments may require that a draft of the publication be submitted for proofreadingprior to publication. If errors are found after the sample proof has been checked, a revisedcorrected proof shall be submitted immediately to said department for approval prior to thepublication of the printed advertisements or notices. All printing done hereunder that does notstrictly comply with the approved proof furnished by the department originating such pUblicationshall be corrected and repUblished by and at the expense of the Proposer.

3. Advertisements and notices shall be placed in the body, or newspaper section identified bythe City, of the Proposer's publication or the City requested publication and shall be publishedfor the number of days directed by the requesting City staff member.

4. The Proposer will provide deadlines and submittal instructions.

5. The Proposer shall submit proof of publication/tearsheet to the requesting City departmentor provide an online pathway to download the proof of publication/tearsheet and invoice in orderto authorize payment by the City.

6. The publication rates proposed shall not exceed the customary rate charged by theProposer for publication of legal notices, classified and display advertisements.

7. It is preferred that the Proposer have an office in the City of Los Banos to facilitate deliveryof materials if necessary.

8. The Proposer should be aware that on occasion, emergency situations may requirespecial handling to meet specific dates. The Proposer must agree and be prepared to assist theCity in these special situations.

9. The Agreement that may be awarded shall be valid from the date of approval by the LosBanos City Council through June 30,2017.

A. Legal Notices Advertising Scope of Work includes:

1. The successful Proposer must have obtained a Judicial Decree from the Merced CountySuperior Court establishing it as having status of a newspaper in general circulation in theCounty of Merced at the time of the award of contract. The newspaper publication shall bepublished for the dissemination of local news and intelligence of a general character.

2. Attached to and becoming a part of the proposal and contract shall be proof that thenewspaper publication quoted by the Proposer is in general circulation within the City of LosBanos as set forth in California Government Code Sections 6000-6008.

3. Printing and publishing all ordinances, notices, regulations, and advertisements of a legalnature that may be required by any City Department. The Proposer shall furnish an affidavit ofposting to the designated representative of the City Department placing the advertisementwithin three (3) working days after publication, together with a statement of the charges.

4. In the event that the Proposer awarded the legal advertising contract for the City is unableto publish on the date required by the City to satisfy state law requirements, the City maychoose an alternative Proposer in order to meet publication deadline/requirements.

B. Classified Employment Advertising Scope of Work includes:

1. Proposer shall, as a standard element of the pUblication(s), offer a clearly identifiedsection devoted to and labeled as advertisements for employment opportunities, jobs availableor similar identification, and agree to publish employment classified advertisements under theconditions agreed to in this contract.

2. In the event a classified employment advertisement is not published as scheduled whenpresented prior to printed deadlines, or is published in error, an error being a deviation from textprovided by the City, there shall be no cost for the erroneous publication and a correctadvertisement will be published on a similar day at no cost to the City.

C. General Display Advertising Scope of Work includes:

1. The Proposer shall have the ability to receive advertisements in electronic format in orderto increase the ability to produce a high quality display advertisement.

2. If artwork is required, the City staff member who is working on the display advertisementwill work with the Proposer in developing a proof. Prior to publication, the final proof, artworkincluded, will require approval by the City staff member placing the advertisement request.

3. In the event a display advertisement is not pUblished as scheduled when presented priorto printed deadlines, or is published in error, an error being a deviation from the final approvedproof by the City, there shall be no cost for the erroneous publication and a correctadvertisement will be published on a similar day at no cost to the City.

GENERAL PROVISIONS

1. Proposals shall be submitted in an envelope marked "Legal Notices, Classified andDisplay Advertising RFP" in the bottom left hand corner and shall be delivered to the City Clerkof the City of Los Banos, 520 J Street, Los Banos, CA 93635. Faxed or e-mailed proposals willnot be accepted. Late proposals will not be accepted. With regard to any proposal sent by mailto the City, the proposer will be solely responsible for its delivery to the City prior to the date andhour set forth herein. Any proposals received subsequent to the date and hour set forth herein,because of delayed mail delivery or any other reason, will not be considered by the City.

2. Copies of the Request for Proposals (RFP) may be obtained at the City Clerk's Office, CityHall, 520 J Street, Los Banos, CA 93635 or online at www.cityoflosbanos.org.Saidspecifications, proposal forms, and contract documents are hereby referred to and incorporatedherein and made a part by reference and all quotations must strictly comply therewith. Anyquestions regarding the document may be posed in writing to the City Clerk, City of Los Banos,520 J Street, Los Banos CA 93635 or by email at [email protected].

3. The City reserves the right to accept in whole or part or reject any and all proposals and towaive any informalities in the proposal process, and all proposals are binding for a period ofninety (90) days after the proposal opening and may be retained by the City for examination andcomparison, as specified in the contract documents. The award of contract shall be made bythe Los Banos City Council.

4. The City reserves the right to declare as non-responsive and reject any proposal in whichmaterial information requested is not furnished or where indirect or incomplete answers orinformation is provided.

5. The City reserves the right to reject any or all of the proposals received, to negotiate withqualified bidders, or to cancel the request for proposals in part or in its entirety withoutexplanation to the bidders. The City may interview those bidders whose proposals were scoredhighest.

6. The City reserves the right to revise or amend the request for proposal up to the time setfor opening of proposals. Such revisions and amendments, if any, shall be announced byamendments to this solicitation. Copies of such amendments shall be furnished to allprospective Proposers. If the changes are material, the date set for opening of proposals maybe postponed. In any case, the proposal opening shall be at least five (5) working days after thelast amendment; and the amendment shall include an announcement of the new date, ifapplicable, for the opening of proposals.

7. The Proposer must submit proposals for all three (3) types of print advertising.

8. The City reserves the right to award contracts to multiple proposers.

9. Each Proposer shall be held responsible for familiarizing themself/themselves withrequirements of the scope of work.

10. Proposals must be made on the forms furnished by the City. Do not remove any of thepages herein but submit as a complete package with any additional information to be providedby the Proposer.

11. A sample of a City of Los Banos contract is attached.

12. The City reserves the right to evaluate each proposal based on several qualificationsincluding circulation of the paper, days pUblished, experience, samples, ability to respond, leadtime, and cost. Although cost is one of the evaluating factors, the City is not bound to award thecontract based on price alone.

13. Prices quoted on the proposal shall be in effect from date of proposal until June 30, 2017.

14. Each proposal shall contain copies of the following for evaluation purposes:

• Previously published legal notices• Display advertising• Classified advertising• Documentation verifying circulation numbers• Judicial decree of adjudication• Current business license certificate

PROPOSAL FORM(Must be filled out completely)

1. GENERAL INFORMATION

NEWSPAPER NAME: _

ADDRESS: _

PUBLISHER: CONTACT: _

PHONE NUMBER: EMAILADDRESS: _

DATE OF CURRENT ADJUDICATION: _

CURRENT LOS BANOS BUSINESS LICENSE NUMBER: _

PAID CIRCULATION CITY OF LOS BANOSHOME DELIVERY AND MAIL: _SINGLE COpy SALES: _OTHER: _

PAID CIRCULATION OUTSIDE CITY OF LOS BANOSHOME DELIVERY AND MAIL: _SINGLE COPY SALES: _OTHER: _

UNPAID DISTRIBUTION CITY OF LOS BANOS: _

UNPAID DISTRIBUTION OUTSIDE CITY OF LOS BANOS: _

NUMBER OF DAY(S) PER WEEK PUBLISHED: _

DAY(S) OF THE WEEK PUBLISHED: _

REQUIRED LEAD TIME FOR PUBLICATION: _

LEAD TIME FOR RETRACTIONS OR CORRECTIONS: _

IS ONLINE PUBLICATION AVAILABLE AT NO ADDITIONAL COST? _

2. PRICE INFORMATION

LEGAL NOTICES:Cost per line per column

Cost per inch per column

$ Column size _

$, Column size _

Cost for subsequent runs $, _

Discount for camera ready electronicSubmission via the internet or e-mail $, _

Cost of attached legal notice $, _

DISPLAY ADVERTISEMENTS:Cost per line per column $ Column size

Cost per inch per column $ Column size

Cost for subsequent runs $

Discount for camera ready electronicSubmission via the internet or e-mail $

Cost of attached display advertisement $

CLASSIFIED ADVERTISEMENTS:Cost per line per column $ Column size




Cost of attached classified advertisement $

PLEASE NOTE: Each proposal shall include copies of:

• Previously published legal notices• Display advertising• Classified advertising• Documentation verifying circulation numbers• Judicial decree of adjUdication• Current business license certificate

CITY OF LOS BANOSAGREEMENT FOR LEGAL NOTICES,

CLASSIFIED AND DISPLAY ADVERTISING SERVICES

THIS AGREEMENT, made and executed this _ day of __ 2016, by and betweenthe City of Los Banos, hereinafter referred to as "City", and __ hereinafter referred to as"Newspaper", a newspaper of general circulation within the City of Los Banos.

RECITALS

Whereas, City is a general law city, formed and existing pursuant to the provisions of theCalifornia Governrnent Code; and

Whereas, City published a Request for Proposals for Legal Advertising on February 3,2016; and

Whereas, City now desires to enter into an agreement with Newspaper, a newspaper ofgeneral circulation within the City of Los Banos, provide the publishing of for legal notices,classified and display advertising.

AGREEMENT

NOW THEREFORE, it is agreed by and between the parties as follows:

1. The Request for Proposals, Proposal, and all amendments thereof, copies of whichare attached hereto, are hereby incorporated in and make a part of this Agreement byreference, as though fUlly set forth herein and all of the foregoing shall constitute the Contractdocuments. If there is any conflict between the terms of these documents, the terms of thisAgreement shall control and prevail.

2. The term of this Agreement shall be for a period beginning July 1, 2016, and endingJune 30, 2017.

3. Newspaper agrees to perform the services set forth in the scope of work as specifiedin the Contract documents and in the manner specified therein.

4. City agrees to pay Newspaper the amount specified in the Contract documents and inthe manner specified herein. Payment will be made on a calendar-month basis in arrears. TheNewspaper shall submit all original invoicing with proof of publication/tearsheet to the requestingCity department in order to authorize payment by City of Los Banos.

5. Time is of the essence of this Agreement.

6. Newspaper agrees that in the performance of this Agreement, Newspaper is anindependent Contractor, not an employee, agent or officer of the City.

7. This Agreement shall be interpreted, construed and given effect in all respectsaccording to the laws of the State of California.

8. Newspaper shall not assign this Agreement, or any part thereof, or any monies due orto become due thereunder without prior written consent of City.

9. Newspaper shall indemnify and hold harmless the City, and its officers and employees,from and against any and all claims, demands, suits, damage, injury and liability, including costsand expenses incurred in connection therewith, however caused, resulting from, arising out of,or in any way connected with the performance of the Agreement.

10. City may terminate the Agreement for convenience if in the best interests of City uponthirty (30) calendar days prior notice. In such event, Newspaper shall be paid for all servicesperformed up to the date of termination.

11. City and Newspaper agree that the law governing this Agreement shall be that of theState of California. Any suit brought by either party against the other arising out of theperformance of or otherwise relating to this Agreement shall be filed and maintained in theSuperior Court County of Merced.

12. Failure of City to insist upon strict performance of any of the terms and conditionshereof, or failure or delay to exercise any rights or remedies or to properly notify Newspaper inthe event of breach, or the acceptance of or payment for any good hereunder, shall not releaseNewspaper of any of the warranties or obligations of this Agreernent and shall not be deemed awaiver of any right of City to insist upon strict performance hereof.

13. All other notices, writings or correspondence as required by this Agreement shall bedirected to City and Newspaper, respectively, as follows:

To City:City of Los BanosAttn: City Clerk520 J StreetLos Banos, California 93635209827-7000

To Newspaper:

14. No member, official or employee of City shall be personally liable to Newspaper or anysuccessor in interest in the event of any default or breach by City or for any amount which maybecome due to Newspaper or successor on any obligation under this Agreement.

15. This Agreement contains the entire agreement of the parties with respect to the sUbjectmatter of this Agreement. Any modifications to this Agreement shall be in writing.

16. Newspaper covenants and declares that it has obtained all necessary approvals to bindNewspaper to this Agreement and that the representative signing the Agreement is authorizedto do so.

17. Newspaper shall maintain a valid City of Los Banos business license during the term ofthis Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates setforth below.

NEWSPAPER,

Date: _

Date: _

ATTEST:

Lucille L. Mallonee, MMCCity Clerk

APPROVED AS TO FORM:

William A. VaughnCity Attorney

By:Title: Publisher

CITY OF LOS BANOS, a Californiamunicipal corporation

GARY BRIZZEEInterim City Manager

LOS Banos

REQUEST FOR PROPOSALSFOR

LEGAL NOTICES, CLASSIFIED AND DISPLAYADVERTISING SERVICES

Release Date

March 4, 2016

Deadline for Submissions

April 4, 2016 at 2:00 P.M.

Contact Person

Lucille L. Mallonee, MMC, City ClerkCity of Los Banos


(209) 827-7000

REQUEST FOR PROPOSALSLEGAL NOTICES, CLASSIFIED AND DISPLAY ADVERTISING SERVICES

CITY OF LOS BANOS

INTRODUCTION

The City of Los Banos is accepting qualified proposals for legal notices, classified employmentand display advertising services, in accordance with this Request for Proposal. Each Proposermust make a proposal on each element of the scope of work. In order to best meet its needs,the City reserves the right to contract for each element individually, as a package, or makemultiple awards, in the City's sole discretion.

Each proposer is encouraged to identify other services beyond the minimum required services,which can be provided to address the City's needs and describe any approaches that wouldreduce City costs and/or increase advertising efficiency and effectiveness.

The City reserves the right to contract for legal notices, classified employment and displayadvertising services with multiple Proposers.

SCOPE OF WORK

The scope of services desired includes print advertising for a variety of City functions,specifically legal notices, classified employment advertisements, and general purpose displayadvertisements. The scope for all services includes, at a minimum:

1. Proposer shall have the capability to receive typeseUcopy materials and proofs via email.Proposer shall provide City with an email address to be used for transmission of typeset matter.

2. City departments may reqUire that a draft of the pUblication be submitted for proofreadingprior to publication. If errors are found after the sample proof has been checked, a revisedcorrected proof shall be submitted immediately to said department for approval prior to thepublication of the printed advertisements or notices. All printing done hereunder that does notstrictly comply with the approved proof furnished by the department originating such publicationshall be corrected and republished by and at the expense of the Proposer.

3. Advertisements and notices shall be placed in the body, or newspaper section identified bythe City, of the Proposer's publication or the City requested publication and shall be publishedfor the number of days directed by the requesting City staff member.

4. The Proposer will provide deadlines and submittal instructions.

5. The Proposer shall submit proof of publication/tearsheet to the requesting City departmentor provide an online pathway to download the proof of publication/tearsheet and invoice in orderto authorize payment by the City.

6. The publication rates proposed shall not exceed the customary rate charged by theProposer for publication of legal notices, classified and display advertisements.

7. It is preferred that the Proposer have an office in the City of Los Banos to facilitate deliveryof materials if necessary.

8. The Proposer should be aware that on occasion, emergency situations may requirespecial handling to meet specific dates. The Proposer must agree and be prepared to assist theCity in these special situations.

9. The Agreement that may be awarded shall be valid from the date of approval by the LosBanos City Council through June 30,2017.

A. Legal Notices Advertising Scope of Work includes:

1. The successful Proposer must have obtained a Judicial Decree from the Merced CountySuperior Court establishing it as having status of a newspaper in general circulation in theCounty of Merced at the time of the award of contract. The newspaper publication shall bepublished for the dissemination of local news and intelligence of a general character.

2. Attached to and becoming a part of the proposal and contract shall be proof that thenewspaper publication quoted by the Proposer is in general circulation within the City of LosBanos as set forth in California Government Code Sections 6000-6008.

3. Printing and publishing all ordinances, notices, regulations, and advertisements of a legalnature that may be required by any City Department. The Proposer shall furnish an affidavit ofposting to the designated representative of the City Department placing the advertisementwithin three (3) working days after publication, together with a statement of the charges.

4. In the event that the Proposer awarded the legal advertising contract for the City is unableto publish on the date required by the City to satisfy state law requirements, the City maychoose an alternative Proposer in order to meet publication deadline/requirements.

B. Classified Employment Advertising Scope of Work includes:

1. Proposer shall, as a standard element of the publication(s), offer a clearly identifiedsection devoted to and labeled as advertisements for employment opportunities, jobs availableor similar identification, and agree to publish employment classified advertisements under theconditions agreed to in this contract.

2. In the event a classified employment advertisement is not published as scheduled whenpresented prior to printed deadlines, or is published in error, an error being a deviation from textprovided by the City, there shall be no cost for the erroneous publication and a correctadvertisement will be published on a similar day at no cost to the City.

C. General Display Advertising Scope of Work includes:

1. The Proposer shall have the ability to receive advertisements in electronic format in orderto increase the ability to produce a high quality display advertisement.

2. If artwork is required, the City staff member who is working on the display advertisementwill work with the Proposer in developing a proof. Prior to publication, the final proof, artworkincluded, will require approval by the City staff member placing the advertisement request.

3. In the event a display advertisement is not published as scheduled when presented priorto printed deadlines, or is published in error, an error being a deviation from the final approvedproof by the City, there shall be no cost for the erroneous publication and a correctadvertisement will be published on a similar day at no cost to the City.

GENERAL PROVISIONS

1. Proposals shall be submitted in an envelope marked "Legal Notices, Classified andDisplay Advertising RFP" in the bottom left hand comer and shall be delivered to the City Clerkof the City of Los Banos, 520 J Street, Los Banos, CA 93635. Faxed or e-mailed proposals willnot be accepted. Late proposals will not be accepted. With regard to any proposal sent by mailto the City, the proposer will be solely responsible for its delivery to the City prior to the date andhour set forth herein. Any proposals received subsequent to the date and hour set forth herein,because of delayed mail delivery or any other reason, will not be considered by the City.

2. Copies of the Request for Proposals (RFP) may be obtained at the City Clerk's Office, CityHall, 520 J Street, Los Banos, CA 93635 or online at www.cityoflosbanos.org.Saidspecifications, proposal forms, and contract documents are hereby referred to and incorporatedherein and made a part by reference and all quotations must strictly comply therewith. Anyquestions regarding the document may be posed in writing to the City Clerk, City of Los Banos,520 J Street, Los Banos CA 93635 or by email at [email protected].

3. The City reserves the right to accept in whole or part or reject any and all proposals and towaive any informalities in the proposal process, and all proposals are binding for a period ofninety (90) days after the proposal opening and may be retained by the City for examination andcomparison, as specified in the contract documents. The award of contract shall be made bythe Los Banos City Council.

4. The City reserves the right to declare as non-responsive and reject any proposal in whichmaterial information requested is not furnished or where indirect or incomplete answers orinformation is provided.

5. The City reserves the right to reject any or all of the proposals received, to negotiate withqualified bidders, or to cancel the request for proposals in part or in its entirety withoutexplanation to the bidders. The City may interview those bidders whose proposals were scoredhighest.

6. The City reserves the right to revise or amend the request for proposal up to the time setfor opening of proposals. Such revisions and amendments, if any, shall be announced byamendments to this solicitation. Copies of such amendments shall be furnished to allprospective Proposers. If the changes are material, the date set for opening of proposals maybe postponed. In any case, the proposal opening shall be at least five (5) working days after thelast amendment; and the amendment shall include an announcement of the new date, ifapplicable, for the opening of proposals.

7. The Proposer must submit proposals for all three (3) types of print advertising.

8. The City reserves the right to award contracts to multiple proposers.

9. Each Proposer shall be held responsible for familiarizing themself/themselves withrequirements of the scope of work.

10. Proposals must be made on the forms furnished by the City. Do not remove any of thepages herein but submit as a complete package with any additional information to be providedby the Proposer.

11. A sample of a City of Los Banos contract is attached.

12. The City reserves the right to evaluate each proposal based on several qualificationsincluding circulation of the paper, days published, experience, samples, ability to respond, leadtime, and cost. Although cost is one of the evaluating factors, the City is not bound to award thecontract based on price alone.

13. Prices quoted on the proposal shall be in effect from date of proposal until June 30, 2017.

14. Each proposal shall contain copies of the following for evaluation purposes:




NEWSPAPER NAME: _

ADDRESS: _

PUBLISHER: CONTACT: _

PHONE NUMBER: EMAILADDRESS: _

DATE OF CURRENT ADJUDICATION: _

CURRENT LOS BANOS BUSINESS LICENSE NUMBER: _

PAID CIRCULATION CITY OF LOS BANOSHOME DELIVERY AND MAIL: _SINGLE COPY SALES: _OTHER: _

PAID CIRCULATION OUTSIDE CITY OF LOS BANOSHOME DELIVERY AND MAIL: _SINGLE COpy SALES: _OTHER: _

UNPAID DISTRIBUTION CITY OF LOS BANOS: _

UNPAID DISTRIBUTION OUTSIDE CITY OF LOS BANOS: _

NUMBER OF DAY(S) PER WEEK PUBLISHED: _

DAY(S) OF THE WEEK PUBLISHED: _

REQUIRED LEAD TIME FOR PUBLICATION: _

LEAD TIME FOR RETRACTIONS OR CORRECTIONS: _

IS ONLINE PUBLICATION AVAILABLE AT NO ADDITIONAL COST? _




$ Column size _

$ Column size _

Cost for SUbsequent runs $ _

Discount for camera ready electronicSubmission via the internet or e-mail $ _

Cost of attached legal notice $ _

DISPLAY ADVERTISEMENTS:Cost per line per column $ Column size




Cost of attached display advertisement $

CLASSIFIED ADVERTISEMENTS:Cost per line per column $ Column size




Cost of attached classified advertisement $

PLEASE NOTE: Each proposal shall include copies of:




THIS AGREEMENT, made and executed this _ day of __ 2016, by and betweenthe City of Los Banos, hereinafter referred to as "City", and __ hereinafter referred to as"Newspaper", a newspaper of general circulation within the City of Los Banos.

RECITALS

Whereas, City is a general law city, formed and existing pursuant to the provisions of theCalifornia Government Code; and

Whereas, City published a Request for Proposals for Legal Advertising on March 4,2016; and


AGREEMENT


1. The Request for Proposals, Proposal, and all amendments thereof, copies of whichare attached hereto, are hereby incorporated in and make a part of this Agreement byreference, as though fully set forth herein and all of the foregoing shall constitute the Contractdocuments. If there is any conflict between the terms of these documents, the terms of thisAgreement shall control and prevail.

2. The term of this Agreement shall be for a period beginning July 1, 2016, and endingJune 30, 2017.

3. Newspaper agrees to perform the services set forth in the scope of work as specifiedin the Contract documents and in the manner specified therein.

4. City agrees to pay Newspaper the amount specified in the Contract documents and inthe manner specified herein. Payment will be made on a calendar-month basis in arrears. TheNewspaper shall submit all original invoicing with proof of publication/tearsheet to the requestingCity department in order to authorize payment by City of Los Banos.





9. Newspaper shall indemnify and hold harmless the City, and its officers and employees,from and against any and all claims, demands, suits, damage, injury and liability, including costsand expenses incurred in connection therewith, however caused, resulting from, arising out of,or in any way connected with the performance of the Agreement.



12. Failure of City to insist upon strict performance of any of the terms and conditionshereof, or failure or delay to exercise any rights or remedies or to properly notify Newspaper inthe event of breach, or the acceptance of or payment for any good hereunder, shall not releaseNewspaper of any of the warranties or obligations of this Agreement and shall not be deemed awaiver of any right of City to insist upon strict performance hereof.


To City:City of Los BanosAttn: City Clerk520 J StreetLos Banos, California 93635209827-7000

To Newspaper:


15. This Agreement contains the entire agreement of the parties with respect to the subjectmatter of this Agreement. Any modifications to this Agreement shall be in writing.


17. Newspaper shall maintain a valid City of Los Banos business license during the term ofthis Agreement.


NEWSPAPER,

Date: _

Date: _

ATTEST:




By:Title: Publisher





NEWSPAPER NAME: Los Banos Entezprise

ADDRESS: 907 Sixth Street, Los Banos, CA 93635

PUBLISHER: McClatchy Company

PHONE NUMBER: 29-826-3831 ext 6551

CONTACT: Gene Lieb, Publisher

EMAIL ADDRESS:[email protected]

DATE OF CURRENT ADJUDICATION: -:.,:Juo=.:..e.:..16:.:.,..;.19:..:5.::2 _

CURRENT LOS BANOS BUSINESS LICENSE NUMBER: _L_B_-3_5_9_0 _

PAID CIRCULATION CITY OF LOS BANOSHOME DELIVERY AND MAIL:__I;;:3..;;,64~ _SINGLE COpy SALES: 1073OTHER: 53 hotel. 26 educa-""uo~D':'.I"'1em-pl~oy-e-e----

PAID CIRCULATION OUTSIDE CITY OF LOS BANOSHOME DELIVERY AND MAIL: _...;,1:..;.09 _SINGLE COpy SALES: --=.80~ _OTHER: _D;;.;OII....e;,..- _

UNPAID DISTRIBUTION CITY OF LOS BANOS: _...:1..;.99:.-.. _

UNPAID DISTRIBUTION OUTSIDE CITY OF LOS BANOS:_DO_ oe _

NUMBER OF DAY(S) PER WEEK PUBLISHED:_O_D_e _

DAY(S) OF THE WEEK PUBLISHED: Friday-~'-;C""lasst=·fi'-'ed7."'ds;:"'W=ea ...b--y..,.4:"'3Op"'m--;...L--eg--.,..1a-ras...T...u-esd"'"..-yT"by....3'"':O...Opm

REQUIRED LEAD TIME FOR PUBLICATION: Display Ads Tuesday by 2:00pmClassified ads Wed by 4:30pm; Legal ads Tuesday by 3:00pm

LEAD TIME FOR RETRACTIONS OR CORRECTIONS: mop'al' Ads TIJesdal' hI' ?:/lQpm

IS ONLINE PUBLICATION AVAILABLE AT NO ADDITIONAL COST? NO,Iegal notices are $5.00 per notice

$ 1.28 Column size 1.556"

$ 11.52 Column size 1.556"

$ 1.28

$ 0.00

$ 99.84 (online publication $5.00 addl.)

Cost for subsequent runs




Cost of attached legal notice

Discount for camera ready electronicSubmission via the Internet or e-man

DISPLAY ADVERTISEMENTS:Cost per line per column



Discount for camera ready electronicSubmission via the Intemet or e-mail

Cost of attached display advertisement

CLASSIFIEP APVERTISEMENTS:Cost per line per column



Discount for camera ready electronicSubmission via the Internet or e-man

Cost of attachad classified advertisement

$ nla Column size nla

$ 7.75 Column size 1.556"

$ 7.75 per col. inch

$ 0.00

$ 562.00 each run, ran twice for total 0[$124.00

$ S2.95/1inelday x 3 nlDS Column size 1.556"

$ 35.40 Column size 1.556"

$ $2.95 per line pcr day

$ nla

$ $265.50

PLEASE NOTE: Each proposal shall Include copies of:

• Previously published legal notices• DIsplay advertising• Classified advertising• Documentation verifying circulation numbers• Judicial decree of adjudication• Current business license certificate

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COMMUNITY AND ECONOMICDEVELOPMENT DEPARTMENT

Dati: Od.r16" 2D1$

Re: Notice Of PUblic: Heorlns

PRPOSGI: CondlUonal VR Pennlt 1201So12 &Slle Plan Revlew#2Gl.s.06·rePl_f Recvdllli Center

NOTICE IS HEREBY GIVEN THAT a Public Heorinu will be held by fhelos flonos Pkmnlna CommtssklR tD consider 0 Conditional Use Perml! andSite Phm Review for 0 .eN square loot. prefrlbrfcatftl small collecUon recy.cling facility' The requested Conditional Use Pef11lltand SUe Plan Revlew!5for rePlane Reeydlng cell~ for CRY sklss. plastic. and aluminum beverClIiIe con1alners, Jocoled in the Westsldt Tarvel perking lot lJf U05 W.Pacheco Blvd., more specifically described as Assessor's Parcel NUmber:430-011).020.

A PUBLIC HEARING on INs matter Will be held 01 the next $ChedultdmeetlnD 01_ PIoMlng CommIuIan an WtdnesdoY. October2&, 2015 at 7:00P.m. In-the COIJd CMmINrs at Los Bcmos CItY Hall loca1ed at no J Street.QutlUlLftS rtPrdlnt IIIe GIlD'it referenced Item JnQY be directed to SClndraBttItttI, PloMInl TecJlnlcfon at (JDP) 127-1000. ext. 118.

Persons wishing 10 provide wed comments '" the plllPOSed project may do5D at this meeUng or may,rwICIe written comments on this matler prlor tothe public meeJing. WritSenc~ts may bewn1 by u.s. Mail ar hand de-livered 10 the City of LAs knos Clty Hall 01520 J Street. l.D5 8CIrm. CGfifornia 93635. Please be advised thot shOUld the adion bY the Cify Council beChollenged Tn court. yOu may be limited to onlv those issues raLsecI at thepub it heorlns$ arby wrlhcn commenl per Govenlmen1 COde Secfion 65009.

THE CITY OF LOS BANOS

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MERCED~SUN-STAH......,.....",.....CIOm

h~~ENTERPRISECity of Los Banos520J StreetLos Banos, CA 93635

Re: Explanation of classified ad pricing

Cost given for the attached classified advertisement is as follows:

Based on three run dates the cost pet line is $2.95 per line per day. The ad referenced here is a total of 30lines, priced at $2.95 pet line the cost per day is $88.50, total cost for three publication days is $265.50.

Pricing for option products such as online job postings are as follows:

CareerBuilder.com - 30 day job posting $150.00AfterCollege.com - 30 day job posting $40.00

Additional typographical chatges:Bold lines of text, $0.85 lIat fee

Sincerely,

Jillian EhretAdvertising Systems Adminsttator209-385·2426

PUBLIC WORKS DEPARTMENT

MeltrteQ',re 'ft...... - peM'"$9.00 perhllUl'

"""""'--r.... to OOC~Uoft88decI

Elghtellll (1S))'88r& (If age Of older,H1lhSohool_" ..,,,",,,,<V,lid CIasI!l Ca.llbnia Orh'er license.Urrited to 1000 hollIS per rl5Cll yeer.

For • Crtyapplicatiotl. contact

~":;..~·~~t(209J 827.7000-.124----No rued arCllNllIed.....bDnI

EDf,IADA

'1#~~A9IIWBO lIIIll7rUJr

rtf ~I Iflf I P1tTAUDIT REPORT

Community Newspaper_ EvIty othorYur

lAo TOTAl AVElIAGE ClRCULAnONPlId Chulallan

IndI¥lUl\y PIId Cln:ulsllonHlIII8 DsIivllIY8IldMIIIISingle CopySIIIesTotal Avtlllge IndIvldullly PIId ChullllonBII8lMIII'llMl8r I'IIdChI*IlonHoIII~ -1!oam'!.!!b!Ix CopIe!

TOTAL AVERAGE CIRCIJLA'lION

AUDIT STATEMENTFd

AudlId NiIshsr'BcmA8Ilon aun DIII&r&ncs

l.oIlIInoI EIlte/pIIII 2,51& 2,li1&

1blBI Averags ClIalIIIIan 2,li1& 2,518

LOS BANOS ENTERPRISELos Banos (Merced County), California24 months ended september 30, 2015

FrI2,516

1,3841,G732,437

5353

208

2,li18

2. BASIC PRICES as 01 SIJpIerNJsr 30. 2015 (lubscofpllQn 88lsa bssed an 52 weskII1 y&8I)

~ I~ IS'~QPYI ::Fri &SIll" $58.00 $84.00~ ~n

•ApplIcable 1&X Includsd.'Sold ~ JoInt DlsbWlan YliIh lhe MERCED SlIN-sTAR. Men:sd, caJlfanIIa, see PI! 4

PUblishing PlansF_FridoyPor..ry-(at. PtiIIPIIllItya..- a 7 J ,PIIllW_l_rarislI_

1120006Hl4lI W. S••'" Road· AJ1IngIon Heights, IL 6OOIJS.3913· T: 224.368.6939' F: 224.368.6949' www..udltodmodla.oorn

I. ACTUAL ONE.oAY GROSS D1Slll18lmON AND AVERAGE PROJEClED ClRCULAllON AVERAGES BY COUNllES:

Fd, August 28, 2015.

(OH'I) OCCUpIed HoUll8holds • '1·1-15 The NiBl&an Company (U.S.). Inc.

FriLos Banos Enlel]llise

0Il'1 Heme Sfnge Fri.1·1·15 D8liv8l)' ~ Busn-' TOlIII Avg. Proj. Hlhld.E&1knate &Me/I __ TlIN8IBr PIlicI QualiIed Tol8l C1ro.' ColI.

CAUFORNIA

MERCED 78.172 1,17B 1,250 63 2,481 11 2,492 2,4n 3.2%MlsceIIBneous Ccxni88 39 39 39 39TOTAL IN CAUFORNIA 1,217 1,250 63 2,520 11 2,531 2,516TOTALPRlNTClRCULAlJON 1,217 1,250 63 2,520 11 2,631 2,516TOTALAVERAGE C1RCULAlION 1,217 1,250 63 2,520 11 2.631 2,516

'County occupied houaIha/d IB1lmatN appearing In AAM ..porta all oblIIned from The NIeIeen Corqlany (U.s.), Inc. The NielsenCompany (U.sJ, Inc. lIJintendBd lor your company'e U88 dutlng lie IIOImII COUJIlI aI buslnass.1IIld, WhIle 1Ile ~1IonnaIiol1 maybe jlIIlVided to 1flird c1urlng IUCh _ of~. I may nat be &OkI or BUb-bnsed10 111l1li p&JIes or 8IeclnlnIcaIy ilUglII8dInto 1hInI paIIy syslIIII8 llIIIIOId 1Ile pdordan IXlII8lIt oJ The Nielsen Cor!.-nY (U.s.). /no,

'AniwKlII by RlIalllv ac:lu8I glll8l cIslJlIUlon1lgunla 10 avamge 1:flQdIIbl1or1lle period-.dby thIB /IPOIl

3A. ClRCULA1lON BY ZIP CODES RECEIVING 25 OR MORE COPIES:

SOURCE· U.s. ZIP Coda D1A1Olory, '1·1·14 The NIelsen Company (U.s.). /no,. sea PII. 4-

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G"'B>8NIAll3620 llaePaJoe 3,100 48 50 83 83 82 aO%fI383Ii l.oeBanos 11,823 1.135 1,200 63 2,388 11 2,8l1B 2,985 l!ll.2%MiallIrlBouBZIP Codes 89 311 39 39TOTAL PRINT ClIlCULATION 1,217 1,250 63 2,520 11 2,631 2,516TOTAL AVEAAGEClRQJLAlION 1,217 1,250 63 2,520 11 2,531 2,518

Page 2013 • 02-006HlAlliance br AulIIed Media

4. EXPLAHATOIIY • OTHER:

BEPOI!I ENDING DATE

September 25, 2015

DiE NIElSEN 00MPAN'f W.s) INC. ESTIMATES

CountyOllCllllled lwsehoId Il8tiIll8l8a Bjlp88Ii~ in AAM reports 818 oblalned from The NlBlSllll~ (U.s.), Inc.The Nlelsell CamjlIIny(U.s.), Inc. eslmates lII8 Inlended for ycur CXlfI1ll8/lY'I use during lis IltlIIIIlIl CDUJI8 01 business. 811d, wt& the infonnaIion may be pnMdedto third paJlIes duri~ _CXlW&8 01 busines&, llllll)'not be80ld or suHlBn&ed 10 thinf pal\IlS or eIecIrnnIcaIy _nded Into 1I1l1d party8)'SIIm8 wiIhoullhe prtor wrlIIsn~ 01The NIelsen~ (U.s.), Inc.

JOINT Il!!jIBIBUTIClN AGIlffi!ENTJoInI 0lIlrlbutkin Ililh the MERCED SUN-sTAR, Man:ed, CBlIfamla, 11Ip-m mpIes 88IY8ll tll 8Ub&cllbeIS Who have been noUlilId IhaIesI8blI8Ited pIll:es for IheIr subscIfPIlOns Include 68Mc8 ollhe MERCED SUN-sTAR IIIl Salunlay 8IId IhaI no olher 8eMc8 oplllI1s 818oI8rIId10 lhem.

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THIS AGREEMENT, made and executed this _ day of _ 2016, by and betweenthe City of Los Banos, hereinafter referred to as ·City", and __ hereinafter referred to as"Newspaper", a newspaper of general circulation within the City of los Banos.

RECITALS

Whereas, City is a general law city, formed and existing pursuant to the provisions of theCalifomia Government Code; and

Whereas, City published a Request for Proposals for Legal Advertising on March 4,2016; and


AGREEMENT


1. The Request for Proposals, Proposal, and all amendments thereof, copies of whichare attached hereto, are hereby incorporated in and make a part of this Agreement byreference, as though fully set forth herein and all of the foregoing shall constitute the ContractdocurTlents. If there is any conflict between the terms of these documents, the terms of thisAgreement shall control and preva~.

2. The term of this Agreement shall be for a pericd beginning July 1. 2016, and endingJune 30, 2017.

3. Newspaper agrees to perform the services set forth In the scope of work as specifiedin the Contract documents and in the manner specified therein.

4. City agrees to pay Newspaper the amount specified in the Contract documents and Inthe manner specified herein. Payment will be made on a calendar-month basis in arrears. TheNewspaper shall submit all original invoicing with proof of pUblicationltearsheet to the requestingCity department in order to authorize payment by City of Los Banos.





9. Newspaper shall indemnify and hold harmless the City, and its offICers and employees,from and against any and all claims, demands, suits, damage, injury and liability, including costsand expenses incurred in connection therewith, however caused, resulting from, arising out of,or in any way connected with the performance of the Agreement.



12. Failure of City to insist upon strict performance of any of the terms and conditionshereof, or failure or delay to exercise any rights or remedies or to property notify Newspaper inthe event of breach, or the acceptance of or payment for any good hereunder, shaH not releaseNewspaper of any of the warranties or obligations of this Agreement and shall not be deemed awaiver of any right of City to insist upon strict performance hereof.


ToCitv:City of Los BanosAttn: City Clerk520 J StreetLos Banos, California 93635209827·7000

To Newspaper:


15. This Agreement contains the entire agreement of the parties with respect to the subjectmatler of this Agreement. Any modifications to this Agreement shall be In writing.


17. Newspaper shall maintain a valid City of Los Banos business license dUring the term ofthis Agreement.


NEWSPAPER,

Date: _

Date: _

ATIEST:




By:Title: Pubtisher

CITY OF LOS BANOS. a Californiamunicipal corporation


APPROVED:

A RESOLUTION OF THE CITY COUNCIL OF THECITY OF LOS BANOS AWARDING CONTRACTFOR LEGAL ADVERTISING TO THE LOS BANOSENTERPRISE FOR FISCAL YEAR ENDING JUNE30, 2017, AND AUTHORIZING AND DIRECTINGTHE CITY MANAGER TO EXECUTEAGREEMENT

WHEREAS, a Request for Proposals for Legal Notices, Classified and DisplayAdvertising Services was issued on March 4, 2016; and

WHEREAS, one proposal was received prior to the submission deadline of April4,2016; and

WHEREAS, the City Council has considered the proposal from the Los BanosEnterprise for legal advertising, display advertising and classified advertising for the Cityof Los Banos for the fiscal year ending June 30,2017; and

WHEREAS, the proposed Agreement has been reviewed and approved by theCity Attorney; and.

NOW THEREFORE BE IT RESOLVED, that the City Council of the City of LosBanos as follows;

1. That the proposal of the Los Banos Enterprise, for publication of legaladvertising for the City of Los Banos for fiscal year ending June 30, 2017, is herebyaccepted.

2. That the City Manager be and is hereby authorized and directed to execute anagreement in the form presented herewith for and on behalf of the City.

The foregoing Resolution was introduced at a regular meeting of the City Councilof the City of Los Banos held on the 20th day of April 2016, by City Council Member_,who moved its adoption, which motion was duly seconded by City Council Member_,and the Resolution was adopted by the following vote:

AYES:NOES:ABSENT:

ATIEST:

Lucille L. Mallonee, City Clerk

Michael VillaIta, Mayor

LOS Banos

TO:

FROM:

DATE:

Mienda StaffRe~

Mayor VillaIta and ~uncil Members

Sonya William~nance Director

April 20, 2016

SUBJECT: Award the Request for Proposal (RFP) for Banking Services

TYPE OF REPORT: Consent Agenda

Recommendation:To accept the proposal from Wells Fargo for banking services for a five (5) year period,beginning April 2016 with an optional five (5) year extension and authorize the CityManager to sign a professional service agreement for banking services.

Background:On October 6, 2015 staff was notified that Bank of America will no longer providebanking services to the City of Los Banos. It was explained to staff that the constantlychanging government regulations were more than the bank was willing to sustain.Therefore rather than meet the regulatory changes, the bank decided to insteadterminate all treasury services provided to the City. Our termination date is July 2016.The bank has been very responsive to our requests for extensions, and is willing tocooperate with the City to ensure a smooth transition.

Discussion:Staff issued a request for proposal (RFP) on February 16, 2016 asking for qualifiedbanks to provide Banking Services for its bank accounts, related depository, and cashmanagement services.

Prospective banks responding to the RFP had to be qualified public depositories (astate or national bank located in this state, as defined by Section 53635.2 of theCalifornia Government Code) to provide a variety of commercial banking services.Furthermore, banks had to be a member of the Federal Reserve System, a federally orState of California chartered financial institution; and in good standing among othercomparable banks. Accordingly, the Finance Department sent the RFP to all localbanks with the exception of Bank of America for the reasons stated above.

The scope of the RFP included two general services including General BankingServices and Merchant Card Processing Services.

The City received three responses from Chase, Rabobank and Wells Fargo. TheFinance Department staff reviewed the responses and invited all three banks to reviewtheir proposal on March 23, 2016. After reviewing the proposal and meeting with bankrepresentatives, staff recommends the approval of a new banking relationship withWells Fargo. If approved, the services are scheduled to begin implementationimmediately to meet the termination date provided by Bank of America.

Wells Fargo can meet all of the requirements of the RFP, they have also presentedoptions outside the RFP to increase the efficiency in processing utility paymentsreceived. Wells Fargo serves more than 794 California government clients, made up ofcounties, cities, schools and various special districts throughou the state. Wells Fargois one of the leading community banks in Merced County, and a member of the LosBanos community.

The Professional Services Agreement has been included with the staff report for yourreview, it has been reviewed and approved by the City Attorney.

Fiscal Impact:The cost associated with banking services have been included in the proposal provideby Wells Fargo. The cost is comparable to the current fees paid by the City.Additionally, Wells Fargo is willing to guarantee the proposed pricing for a period of fiveyears.

Reviewed by:

Gary 2dJ:~m City Manager

Attachments:ResolutionProfessional Service Agreement for Banking Services

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LOS BANOSAPPROVING AND AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTEA PROFESSIONAL SERVICES AGREEMENT FOR BANKING SERVICES

WHEREAS, the City solicited Request for Proposals for banking services, in accordancewith the provisions of the Los Banos Municipal Code, for five years beginning in April 21, 2016with a City option to extend the term of the agreement for up to five additional years; and

WHEREAS, the City received a proposal from Wells Fargo Bank and has reviewed theprevious experience and evaluated the expertise of the bank, and desires to retain Wells Fargo torender banking services; and

WHEREAS, Wells Fargo will perform the work outlined in the Scope of Servicesincluded as a part of the Professional Services Agreement; and

WHEREAS, the Professional Services Agreement has been reviewed and approved bythe City Attorney.

NOW THEREFORE BE IT RESOLVED, that the City Council of the City of Los Banosdoes hereby approve the above mentioned Agreement and authorizes the Interim City Managerto execute said Agreement, in the form substantially presented herewith, upon approval of theCity Attorney.

The foregoing resolution was introduced at a regular meeting of the City Council of theCity of Los Banos held on the 20th day of April 2016 by Council Member who moved itsadoption, which motion was duly seconded by Council Member and the Resolutionadopted by the following vote:

AYES:

NOES:

ABSENT:

ATTEST:


APPROVED:

Michael Villalta, Mayor

SERVICES AGREEMENT FORBANKING SERVICES[Wells Fargo Bank, N.A.]

THIS AGREEMENT is made and entered into this day of April 21, 2016, by andbetween the City of Los Banos, a municipal Corporation (herein referred to as "City") andWells Fargo Bank, N.A., (herein referred to as "Bank").

RECITALS

A. WHEREAS, City proposes to have Bank perform the deposit and treasurymanagement services ("Services") described herein below;

B. WHEREAS, Bank represents that it has that degree of specialized expertisecontemplated to provide the Services and holds all applicable licenses to practice andperform the Services herein contemplated and meets the qualifications as set forth inthe City's Request for Proposals, dated March II, 2016, (the "RFP") except asspecifically noted herein, or in Bank's Response to City's RFP;

C. WHEREAS, City has solicited and received a proposal from Bank, has reviewedthe previous experience and evaluated the expertise of Bank, and desires to retainBank to render the Services under the terms and conditions set forth in this Agreement;

D. WHEREAS, City and Bank desire to contract for the Services described belowand desire to set forth their rights, duties and liabilities in the services to beperformed; and

E. WHEREAS, to the best of the knowledge of the undersigned, no official oremployee of City has a financial interest, within the provisions of CaliforniaGovernment Code, Sections 1090-1092, in the subject matter of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants andconditions contained herein, the parties hereby agree as follows:

I. Term. The term of this Agreement shall commence upon execution of thisAgreement and shall terminate on March 31, 2021 (the "Initial Period"), unless extended, orterminated earlier as set forth herein. The anniversary date of this Agreement shall be on the lastBusiness Day of March each year (the "Anniversary Date").

1.1. The term of this Agreement may be extended for five (5) additional oneyear terms ("Option Periods"), beyond the Initial Period on the same terms and conditions as setforth herein, upon the mutual written agreement of the parties. Within thirty (30) days of theexpiration the Initial Period, the parties may mutually agree in writing to extend the term for anadditional one (I) year period (the "First Option Period"). After the First Option Period, everyyear for an additional four (4) years, the parties may mutually agree in writing to extend the term

of the Agreement within thirty (30) days of the Anniversary Date.

1.2. City in its sole discretion, may terminate the Agreement or any portion of theServices agreed to be performed at any time and for any reason whatsoever by giving thirty (30)calendar days written notice of such termination to Ban1e The Bank may terminate theAgreement or any portion of the Services agreed to be performed at any time and for any reasonwhatsoever by giving six (6) months written notice of such termination to City, except to theextent Bank determines in its sole reasonable discretion that there has been a material adversechange in its regulatory or compliance obligations with regard to City, or if otherwise requiredby applicable law, rule or regulation. In the event of such termination, Bank shall be entitled tocompensation for all Services rendered and work performed for City to the date of suchtermination. Either party may terminate the Agreement at any time wit h fi ft e e n (I 5)day s w r itt e n notice upon a material breach of Agreement, and the failure of the breachingparty to cure the material breach.

1.3 The City may, at its sole option, terminate the Agreement at the end of any Cityfiscal year (i.e. each July Ist through each June 30th), for reason of non-appropriation of funds.In such event, the City will give Bank at least thirty (30) days' notice that such functionwill not be funded for the next fiscal period.

2. Scope of Services. Bank shall provide the S e r vic e s described in theCity's RFP, attached hereto as Exhibit A and incorporated herein by reference, Bank'sResponse to the City'S RFP attached as Exhibit B, and in accordance with Bank's standardaccount documentation (the "Service Documentation) attached hereto as Exhibit C andincorporated herein by reference. The Service Documentation sets for the terms and conditionsby which the Bank provides the Services to the City. In the event of any conflict between theterms of this Agreement and those of the Service Documentation, the provisions of thisAgreement shall prevail. City may elect to delete certain Services at its sole discretion.

2.1 Notwithstanding the Services described above, the City may request and Bankmay agree to perform other Services as set forth in Exhibit B. The scope of such Servicesand compensation shall be agreed to in writing, signed by both parties and shall become a part ofthis Agreement.

3. Time of Performance. Time is of the essence in the performance ofServices under this Agreement and the Services shall be performed in accordance with the timerequirements set forth in Exhibit B. In the absence of a specific time requirements, the Servicesshall be performed in a diligent and timely manner. The failure by Bank to perform theServices in accordance with the time requirements or in a diligent and timely manner may resultin termination of this Agreement by City.

3.1 Implementation of the transition of the City's banking Services to Bank shallbe completed on or before June 30, 2016.

3.2 Notwithstanding the foregoing, Bank shall not be responsible for delays due tocauses beyond Bank's reasonable control. However, in the case of any such delay in the Services

to be provided for the Project, each party hereby agrees to provide notice to the other party sothat all delays can be addressed.

4. Compensation. City shall pay Bank for the banking Services in accordancewith the attached Exhibit B incorporated herein by reference for the Initial Period. If the partiesmutually agreed to exercise any Option Period in accordance with section 1.1 above, the Cityand Bank shall mutually agree upon the fees for Services for such Option Period.

4.1 Bank shall provide City a monthly Account Analysis Statement prepared andmailed on the 11 thday of each month setting forth all service activity charges for the Services.The City's account(s) shall be charged by automatic withdrawal 11th business day of thefollowing month.

4.2 Compensation for any authorized Other Services shall be billed III

accordance with the service fees, costs, or billing rates as set forth in Exhibit B or asotherwise agreed in writing by the parties and on the terms set forth in this Article 4.

5. Contract Administration. The City Manager shall have the authority to act forCity under this Agreement. The City Finance Director or his/her authorized representative shallrepresent City in all matters pertaining to the Services to be rendered pursuant to thisAgreement. Bank shall designate a representative for purposes of this Agreement who shall havethe authority to act for Bank under this Agreement.

6. [PURPOSELY LEFT BLANK]


8. Insurance. Without limiting Bank's indemnification of City, and prior tocommencement of work, Bank shall obtain, provide and maintain at its own expense during theterm of this Agreement, a policy or policies of liability insurance of the type and amountsdescribed below.

A. Certificates ofInsurance. Bank shall provide certificates of insurance withoriginal endorsements to City as evidence of the insurance coverage required herein. Insurancecertificates must be approved by the City Attorney prior to commencement of performance orissuance of any permit. Current certification of insurance shall be kept on file with City at alltimes during the term ofthis Agreement.

B. Signature. A person authorized by the insurer to bind coverage on itsbehalf shall sign certification of all required policies.

C. Acceptable Insurers. All insurance policies shall be issued by an insurancecompany currently authorized by the Insurance Commissioner or permitted to transact businessof insurance in the State of California, with an assigned policyholders' Rating of A- (or higher)and Financial Size Category Class VII (or larger) in accordance with the latest edition ofBest's Key Rating Guide, unless otherwise approved by the City Attorney.

D. Coverage Requirements.

i. Workers' Compensation Coverage. Bank shall maintain Workers'Compensation Insurance and Employer's Liability Insurance for his or her employees inaccordance with the laws of the State of California. In addition, Bank shall require eachsubcontractor to similarly maintain Workers' Compensation Insurance and Employer'sLiability Insurance in accordance with the laws of the State of California for all of thesubcontractor's employees. Any notice of cancellation or non-renewal of all Workers'Compensation policies must be received by City at least thirty (30) calendar days (10 calendardays written notice of non-payment of premium) prior to such change. The insurer shall agreeto waive all rights of subrogation against City, its officers, agents, employees and volunteersfor losses arising from work performed by Bank for City.

ii. General Liability Coverage. Bank shall maintain commercial generalliability insurance in an amount not less than one million dollars ($1,000,000) per occurrence forbodily injury, personal injury, and property damage, including without limitation, contractualliability per ISO form CG 00 0I 04 13. If commercial general liability insurance or other formwith a general aggregate limit is used, either the general aggregate limit shall apply separatelyto the work to be performed under this Agreement, or the general aggregate limit shall be atleast twice the required occurrence limit.

iii. Automobile Liability Coverage. Bank shall maintain automobileinsurance covering bodily injury and property damage for all activities of the Bank arisingout of or in connection with work to be performed under this Agreement, including coverage forany owned, hired, non-owned or rented vehicles, in an amount not less than one million dollars($1,000,000) combined single limit for each occurrence.

IV. Professional Errors and Omissions Insurance. Bank shall maintainprofessional errors and omissions insurance, which covers the services to be performed III

connection with this Agreement in the minimum amount of one million dollars ($1,000,000).

E. Endorsements. Each general liability and automobile liability insurancepolicy shall be endorsed with the following specific language:

i. The City, its elected or appointed officers, officials, employees, agentsand volunteers are to be covered as additional insureds with respect to liability arising out ofwork performed by or on behalfof the Bank.

ii. This policy shall be considered primary insurance as respects to City, itselected or appointed officers, officials, employees, agents and volunteers as respects to allclaims, losses, or liability arising directly or indirectly from the Bank's operations or servicesprovided to City. Any insurance maintained by City, including any self-insured retention Citymay have, shall be considered excess insurance only and not contributory with the insuranceprovided hereunder.

111. This insurance shall act for each insured and additional insured as thougha separate policy had been written for each, except with respect to the limits of liability of

the insuring company.

iv. The insurer waives all rights of subrogation against City, its elected orappointed officers, officials, employees, agents and volunteers.

v. Any failure to comply with reporting provisions of the policies shallnot affect coverage provided to City, its elected or appointed officers, officials, employees,agents or volunteers.

vi. The insurance provided by this policy shall not be suspended, voided,canceled, or reduced in coverage or in limits that results in noncompliance with the insurancerequirements outlined herein, by either party except after thirty (30) calendar days (10 calendardays written notice of non-payment of premium) written notice has been received by Cityfrom the Banle

9. Nondiscrimination. In the performing of this Agreement, Bank shall notdiscriminate against any subcontractor, employee or applicant for employment because of race,religious creed, color, national origin, ancestry, physical disability, mental disability, medicalcondition, marital status, sex, age, or sexual orientation race, religion, color, national origin,handicap, ancestry, sex or age.

10. Independent Contractor. It is understood that City retains Bank on anindependent contractor basis and Bank is not an agent or employee of City. The manner andmeans ofconducting the work are under the control of Bank, except to the extent they are limitedby statute, rule or regulation and the expressed terms of this Agreement. Nothing in thisAgreement shall be deemed to constitute approval for Bank or any of Bank's employees oragents, to be the agents or employees of City. Bank shall have the responsibility for and controlover the means of performing the work, provided that Bank is in compliance with the terms ofthis Agreement. Anything in this Agreement that may appear to give City the right to directBank as to the details of the performance or to exercise a measure of control over Bank shallmean only that Bank shall follow the desires of City with respect to the results of the Services.

10.1 The Bank shall at all times remain an independent Contractor with respect to theServices to be performed under this Agreement and shall be responsible to the extentapplicable to Bank for the payment of Federal and State Employer Withholding Taxes,Unemployment Insurance Taxes, FICA Taxes, Retirement, Life and/or Medical Insurance, andWorker's Compensation Insurance for the employees of the Bank or any other personperforming Services under this Agreement. Bank and its employees are not entitled to therights or benefits afforded to City's employees, including disability or unemploymentinsurance, workers' compensation, medical insurance, sick leave, or any other employmentbenefit.

II. Confidentiality. All City information disclosed to Bank during the course ofperformance of Services under this Agreement shall be treated as confidential and shall notbe disclosed to any other persons or parties except as (i) necessary for Bank to provide theServices; (ii) as authorized by City; (iii) except to the extent information which is public recordand subject to disclosure pursuant to the Public Records Act; and (iv), or as required by Bank to

be disclosed pursuant to any rule, regulation or law binding on Banle All documents, includingdrafts, notes and communications that result from the Services in this Agreement, shall be keptconfidential as noted above unless City authorizes in writing the release of information,excepting that information which falls into the categories noted above or is public record andsubject to disclosure pursuant to the Public Records Act, or otherwise required by law.

12. Access to Records. In accordance with the California Government Code, Bankshall maintain all books, records, documents, accounting ledgers, and similar materials relatingto work performed for City under this Agreement on file for at least seven (7) years followingthe date of the transaction. Any duly authorized representative(s) of City shall have access tosuch records for the purpose of inspection, audit and copying up 0 n rea son a b Ie p rio rnot ice at reasonable times, during Bank's usual and customary business hours. Bank shallprovide proper facilities to City's representative(s) for access and inspection. Bank shall beentitled to reasonable compensation for time and expenses related to such access and inspectionactivities, which shall be considered to be an additional Service to the City, subject to theprovisions of Section 4 hereinabove. Notwithstanding the above, any such access to records willbe in accordance with Bank's internal privacy and corporate retention policies.

13. Assignment. This is a Service Agreement, and the duties set forth herein shallnot be delegated or assigned to any person or entity without the prior written consent of City.Bank may engage a subcontractor(s) as permitted by law and may employ other personnel toperform Services contemplated by this Agreement at Bank's sole cost and expense.

14. Compliance with LawS. Rules. Regulations. Bank shall perform theServices required by this Agreement in compliance with all applicable Federal and Californiaemployment laws including, but not limited to, those laws applicable to Bank related tominimum hours and wages; occupational health and safety; fair employment and employmentpractices; workers' compensation insurance and safety in employment; and all other Federal,State and local laws and ordinances applicable to the Services required under this Agreement.

15. Integration; Amendment. This Agreement represents the entire understandingof City and Bank as to those matters contained herein. No prior oral or written understandingshall be of any force or effect with respect to those matters covered in it. This Agreement maynot be modified or altered except by amendment in writing sign by both parties.

16. Severability. If any part of this Agreement is found to be in conflict withapplicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with saidlaws, but the remainder of the Agreement shall continue to be in full force and effect.

17. WaiverNaliditv. Bank agrees that waiver by City of anyone or more of theconditions of performance under this Agreement shall not be construed as waiver of any othercondition of performance under this Agreement. The acceptance by the City of the performanceof any work or services by Contractor shall not be deemed to be a waiver of any term orcondition of this Agreement.

18. Jurisdiction. City and Bank agree that the law governing this Agreement shallbe that of the State of California and applicable Federal rules, laws and regulations. Any suitbrought by either party against the other arising out of the performance of this Agreement shallbe filed and maintained in the County of Merced or the closest Federal Court to the extentFederal Court is the appropriate jurisdiction

19. Notice. Any notices required to be given pursuant to this Agreement shall bedeemed effective when received , addressed to the parties as follows except for any depositaccount statement and any notice contained therein which shall be deemed effective one (l)Business Day after the statement date. Nothing hereinabove shall prevent either City or Bankfrom personally delivering any such notices to the other.

To City:City of Los Banos520 J StreetLos Banos, CA 93635Attn: Finance Director

To Bank:Dennis Loo1510 Arden Way3rd Floor, Suite 300Sacramento, CA95815-4025

IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII

IN WI1NESS WHEREOF, the parties hereto have executed this Agreement on the datesset forth below.

WELLS FARGO BANK, N.A.

Date: , 2016by:Title:


Date: , 2016by: Gary Brizzee,Title: Acting City Manager

ATTEST:CITY CLERK



William A. Vaughn,City Attorney

EXHIBIT A

[City's RFPj

tosBanos

REQUEST FOR PROPOSALS

Banking Services

Proposal Mailing DateFebruary 16, 2016

Proposal Submittal DeadlineMarch 11,2016

Contact Person:Sonya WilliamsFinance Director

City of Los Banos520 J Street

Los Banos, CA 93635(209) 827-7000

[email protected]

City ofLos BanosRFP for Professional Banking Services

REQUEST FOR PROPOSALS

Banking Services

NOTICE IS HEREBY GIVEN that the City of Los Banos ("City") is issuing this Request for Proposal("RFP") for Banking Services.

Proposers are solely responsible for ensuring proposals are received by the City on or before the submittaldeadline. Proposals must be received no later than 5:00 p.m., on March 11, 2016, at the following address:

City of Los BanosAttn: Lucille L. Mallonee, City Clerk


An original copy must be signed by a representative authorized to bind the company. Proposals submitted byfacsimile or email are not acceptable and will not be considered. The original signed proposal and three (3)duplicates are to be submitted in sealed packages with the name of the Proposer and RFP title clearlymarked on the outside of the package.

Failure to comply with the requirements set forth in this RFP may result in disqualification. Proposals and/ormodifications received subsequent to the hour and date specified above will not be considered. Submittedproposals may be withdrawn at any time prior to the submission time specified in this RFP, providednotification is received in writing before the submittal deadline. Proposals cannot be changed or withdrawnafter the submittal deadline. No handwritten notations or corrections will be allowed. The responding Proposeris solely responsible for all costs related to the preparation of the proposal.

The City reserves the right to reject all proposals and to waive any minor informalities or irregularitiescontained in any proposal. Acceptance of any proposal submitted pursuant to this RFP shall not constitute anyimplied intent to enter into a contract.

The contract award, if any, will be made to the bank who, in the City's sole discretion, is best able to performthe required services in a manner most beneficial to the City.

Please submit all inquiries to [email protected].

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r. INTRODUCTION 5

A. General Infonnation 5

B. RFP Tentative TimeIine 6

C. Background Infonnation 6

D. Current Banking Structure 6

E. Tenn of Contract 6

II. NATURE OF SERVICES REQUIRED 7

A. General Requirement : 7

B. Deposit Services 8

C. Disbursement Services 8

D. Electronic Transfer of Funds 9

E. Reporting 9

F. Merchant Services 9

G. Bank Balances 10

H. Other 10

III. PROPOSAL REQUIREMENTS 10

A. Submission of Proposal 10

B. Proposal. II

1. Title Page II

2. Table of Contents I I

3. Transmittal Letter I I

4. Detailed Proposal 11

5. Personnel 11

6. References 12

7. Collateralization of Deposits 12

8. Deposit Processing 12

9. Returned Item Processing 12

10. Positive Pay 12

I I. Stop Payments 13

12. Wires and ACH Processing 13

13. Merchant Card Services 13

14. Implementation Plan and Costs 13

15. Statements, Reconciliations, and Reporting 13

16. Earnings Credit Rates 14

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17. Account Analysis Statement... 14

18. Overdrafts 14

19. Pricing and Account Analysis 14

C. Sealed Total Cost Proposal 14

IV. EVALUATION PROCEDURES 15

A. Evaluation Committee 15

B. Review of Proposal 15

C. Evaluation Criteria 15

V. PROPOSAL REQUIREMENT 16

A. Contract and General Requirements 16

B. Reservations 16

C. Public Records 16

D. Right to Cancel and Amend 17

E. Proposer's Questions 17

F. Additional Information 17

G. Conflict of Interest. 17

H. Release of Public Information 17

I. Non-Assignment. 17

J. Collusion 17

K. De,barment. 18

L. Equal Employment Opportunity Compliance 18

M. Right to Audit. 18

VI. ATTACHMENT A - Cost Proposal Form 19

VII. ATTACHMENT B - Professional Service Agreement Template 21

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I. INTRODUCTION

A. <kneral InformationThe City of Los Banos is requesting proposals from qualified banks (Proposer) interested in providingcomprehensive banking services and related financial services. Currently, the City's general bankingand point of sale merchant services are provided by Bank of America. The City's primary objective isto evaluate the current market environment for banking services, and establish a new contract with afinancially secure bank that best meets the needs of the City and offers the highest quality of service atthe lowest overall cost. The City wishes to create and continue efficiencies, make improvements wherepossible, and take advantage ofnew technologies.

The City encourages Proposers to submit the most competitive proposal possible, offering the highestquality service and enhancements to improve our current management of cash flow at a competitiveprice. While much of the information provided in this RFP is based upon current services, it is theCity's desire to maximize the use of automated and electronic technology services to improve ourbanking, cash management, and customer services capabilities without sacrificing internal controlsespecially in the areas of account reconciliation, direct deposit, positive pay, ACH and other electronictransactions. Of equal consideration is a responsive service-oriented relationship with the selectedProposer.

There is no expressed or implied obligation for the City of Los Banos to reimburse responding banks forany expenses incurred in preparing proposals in response to this request. Materials submitted byrespondents are subject to public inspection under the California Public Records Act (Government CodeSec. 6250 et seq.), unless exempt.

To be considered, the original signed proposal and three (3) duplicates of the proposal are to besubmitted in sealed packages with the name of the Proposer and RFP title clearly marked on the outsideof the package. Proposals must be submitted to Lucille L. Mallonee, City Clerk, 520 J Street, LosBanos, CA 93635, by 5:00 p.m. on March 11, 2016. Proposals submitted by facsimile or email arenot acceptable and will not be considered. The City reserves the right to reject any or all proposalssubmitted.

During the evaluation process, the City of Los Banos reserves the right, where it may serve the City'sbest interest, to request additional information or clarification from proposers, or to allow corrections oferrors or omissions. At the discretion of the City of Los Banos, banks submitting proposals may berequested to make oral presentations as part of the evaluation process.

The City reserves the right to retain all proposals submitted and to use any idea(s) in a proposalregardless of whether that proposal is selected. Submission of a proposal indicates acceptance by thebank of the conditions contained in the request for proposals, unless clearly and specifically noted in theproposal submitted and confirmed in the contract between the City of Los Banos and the bank selected.

It is anticipated the selection of a bank will be completed by March. Following the notification of theselected bank, a recommendation and proposed contract will be prepared for review and approval by theCity Council at its April 6, 2016 meeting. The City reserves the right to reject any or all proposals, to

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waive any non-material irregularities or information in any proposal, and to accept or reject any items orcombination of items.

B. RFP Tentative TimelineThe following schedule details key dates and times related to this RFP. The City reserves the right torevise the schedule.

Tentative Timeline:Issuance of RFPDeadline for submission of questionsEstimated City response to questionsProposal submissionProposal review completedCity Council award ofbidImplementation completion

February 16, 2016February 26,2016March 4,2016March II, 2016, 5:00 p.m.March 22,2016April 6, 2016June 15, 2016

C. Background InformationThe City of Los Banos is a general law city operating under the council-manager form of government.The City is located in the west portion of Merced County, servicing an area of 8.5 square miles with apopulation of 37,145. The City's fiscal year begins on July I and ends on June 30.

The City is organized into departments that provide a full range of municipal services, including police,fire, public works, community and economic development, and administration. The City's 2015-16adopted General Fund budget is $12.4 million, and the total City budget is $40.8 million.

D. Current Banking StructureThe City currently has one primary Operating Account and one account for Neighborhood StabilizationProgram (NSP) Escrow.

Primary Operating Account - Deposit actIVIty includes all cash and credit card deposits, ACHtransactions, wires and LAIF transfers. All disbursements including payroll are processed through thisaccount.

NSP Escrow Account - Used exclusively to hold/pay property taxes and insurance for ten NSPmortgage account holders.

E. Term of ContractThe City intends to award a five (5) year contract with five (5) one-year renewal options, subject toannual review and recommendation of the Finance Director, satisfactory negotiation of terms (includinga price acceptable to both the City and the selected bank), concurrence of the City Council and annualavailability of an appropriation.

City in its sole discretion, may terminate the contract or any portion of the services agreed to beperformed at any time and for any reason whatsoever by giving thirty (30) calendar days written noticeof such termination to Bank. In the event of such termination, Bank shall be entitled to compensation

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for all services rendered and work performed for City to the date of such termination. The City mayterminate the contract at any time without written notice upon a material breach of contract andsubstandard or unsatisfactory performance by the selected Bidder. In the event of termination withcause, the City reserves the right to seek any and all damages from the selected Bidder. In the event ofsuch termination with or without cause, the City reserves the right to invite the next highest rankedbidder to enter into a contract or re-bid the project if it is determined to be in its best interest to do so.

The City may, at its sole option, terminate any contract that may be awarded as a result of this RFP atthe end of any City fiscal year (i.e. each July I through each June 30th

) for reason of non-appropriationof funds. In such event, the City will give Contractor adequate notice that such function will not befunded for the next fiscal period.

By mutual agreement, any contract which may be awarded pursuant to this RFP, may be renewed for theagreed upon renewal option period without further competitive bidding. All terms and conditions wouldremain the same.

The City requires fixed pricing for the first three (3) years of the contract. If the Bank intends to reviseits fee schedule after the initial 3 year period, it must give written notice to the City 90 days in advanceof any fee change. fees may be changed only on the contract armiversary date.

II. NATURE OF SERVICES REQUIRED

A. General RequirementThe City would prefer that the bank have a local branch network in order to meet the organization's cashmanagement needs. If the bank does not have a physical branch in the City of Los Banos please specifyin detail throughout the RFP response how services that might normally be handled in-branch would beaccommodated.

Requirements include:

I. The bank must be a Federal or State of California chartered commercial banking institution.

2. The bank must be a qualified depository for public funds pursuant to the applicable State of California

codes. All balances must be fully collateralized through the pool collateral system required under the

State of California.

3. The bank will provide full account reconcilement, positive pay, electronic fraud protection, electronic

deposits and disbursements, online wire entry, and online stop payment placement.

4. The bank must provide cleared accounts payable/payroll checks file which can be imported into an

excel file.

5. The bank must fulfill orders for currency and coin.

6. The bank must provide online reporting which includes a detailed report ofprior day transactions.

7. The bank must provide key measure of the bank's fmancial strength, including ratings from nationallyrecognized rating service(s) and banking rating service(s). Include one copy of the bank's most recent

audited financial statement and one copy of the bank's rating from a nationally recognized rating

service.

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8. The bank must provide the bank's current level of public funds deposited and related collateral marketvalue.

9. The bank must be a member of the Federal Reserve System and have access to all services.

10. The bank must be a member of the Federal Deposit Insurance Corporation (FDIC).

B. Deposit ServicesThe City collects approximately 4,500 checks per month (54,000 checks per year), and approximately$237,000 in currency and coin per month.

All monies collected within the City are routed through the City's Finance Department. The FinanceDepartment is responsible for processing and preparing the deposits to the bank. All checks areprocessed, on a daily basis, using a Digital Check Teller Scan TS230. Cash, coin and occasional checkdeposits are remitted to the bank via armored transport in secured deposit bags. The armored carrierpicks up the deposits daily (Monday through Friday).

Required services include:

I. The ability to accept remote deposits.2. Process the deposits ofcash, and checks at vault locations, and at the local bank branch ifnecessary.3. Image deposited items.4. Provide online access for deposit reconciliation including images of deposited items, corrections and

returned items.5. Provide online and email notification ofdeposit issues within 24 hours.

C. Disbursement ServicesThe City issues a total of approximately 550 checks per month through the main operating account.Approximately 30 checks per year are processed using the NSP account. Positive pay services and checkreconcilement services are used. Accounts Payable positive pay data is transmitted to the bank weekly.Payroll positive pay is transmitted semi-monthly.

Payroll is processed semi-monthly. Approximately 160 employees receive direct deposit of their pay.However, approximately 20 employees still receive checks.


I. Provide positive pay services with online transmission of check details.2. Provide positive pay exception item review and correction online.3. Provide online stop payment services.4. Provide an electronic file ofpaid/cleared images (front and back), in addition to any alternative

electronic archival stem used by the bank.5. Provide online access to cashed check images.6. Cash payroll checks at no charge to the employee.7. Specify payroll transmission deadlines.8. Specify the method of reversal of automatic direct deposit errors.

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D. Electronic Transfer of FundsThe City processes approximately 60 ACH Credits and 10 ACH Debits each month. A small number ofwire transfers are also received or executed annually. In addition, the City utilizes ACH debit blockingand filtering.


I. Accept and send ACH Transactions2. Accept ACH payments from third parties.3. Provide ACH debit blocking services.4. Provide a secure electronic method with dual authorization for wiring funds.5. The bank must be able to process LAIF transactions.

E. ReportingThe City requires access to daily balances and transactions reporting information. The City requiresaccess to prior day reporting including ledger balance, available balance, and summary and details ofcredits and debits posted. Current day reporting requirements include, but are not limited to, details ofelectronic debits and credits, wire transfer activity, controlled disbursements, and ACH activity.


I. Provide online balance reporting services.2. Allow approximately six employees with different levels of authorization to access the bank's online

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

account).4. Provide monthly activity statements and reports for all accounts by the 10th day of the following

month.5. Provide a detailed monthly account analysis statement for each individual account and a

consolidated statement showing charges for all account services.6. Provide the City with a monthly CD of all cancelled checks or specify the method of check image

availability.

F. Merchant ServicesThe City currently accepts credit card payments, in person for utility services. The City's monthly creditcard receipts are approximately $85,000.


I. Provide three credit card terminals to process at minimum MasterCard and Visa payments in house.2. Provide pricing information for acquiring all necessary equipment.3. Provide pricing information for processing payments.

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G. Bank BalancesDuring the past year, the City maintained an average collected balance of $2.5 million. Balances arecurrently used to offset service fees and bank charges. City shall not be required to maintain a minimumbalance.


1. Detail all types of items and services that can be applied against account analysis.2. Total account will be interest bearing and must be 110% collateralized at all times pursuant to all

applicable sections of the California Government Code.3. Describe any overnight sweep account options offered by the banle

H. OtherDescribe any enhancements, technological or otherwise, that the City should consider to improveoperational or cash management efficiencies.

III. PROPOSAL REQUIREMENTS

A. Submission of ProposalThe following material is required to be received by 5:00 p.m. on March 11, 2016, for a bank to beconsidered. Telephone, electronic, faxed, or late delivered proposals will not be accepted. It is theproposer's responsibility to see that their proposals are sent in sufficient time to be received by thesubmittal deadline. Proposer assumes the burden ofdelivery.

Submittal must include the number of proposals per the directions outlined below. All documentscontained in the submittal must have original signatures and must be signed by a person which isauthorized to bind the proposer.

An original copy must be signed by a representative authorized to bind the company. Proposalssubmitted by facsimile or email are not acceptable and will not be considered. The original signedproposal and three (3) duplicates are to be submitted in sealed packages with the name of theProposer and RFP title clearly marked on the outside of the package. The cost proposal should beincluded with the Proposal in a separate sealed envelope. Proposals must be received at the followingaddress:

City of Los BanosAttn: Lucille L. Mallonee, City Clerk


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B. Proposal

1. Title PageA title page showing the request for proposal's subject, the company's name, address, andtelephone number of the contact person and the date of the proposal.

2. Table of ContentsThe table of contents should reflect the format of the RFP.

3. TransnnttalLetterThe letter should describe the proposer's understanding of the work to be done, the commitmentto perform the work within the time period, a statement as to why the bank believes itself to bebest qualified to perform the services and a statement that the proposal is a firm and irrevocableoffer for a minimum of forty five (45) days. The letter must be signed by the individual(s)authorized to negotiate with the City and sign contracts on the proposer's behalf.

4. Detailed Proposal(a) Provide a general overview and brief history of your organization, including customer

service philosophy, parent and/or subsidiary companies, and the number ofemployees.(b) Provide the address of the primary office and/or branch location that will service the account

and where the City will conduct its banking business.(c) Describe the bank's direct experience in providing similar services for other governmental

agencies, specifically local government agencies located in California. Please include thenumber ofpublic agency the bank has as clients, and the bank's knowledge of and adherenceto the California Government Code.

(d) Provide the bank's current credit ratings by Standard & Poor's Rating Services and Moody'sInvestor Services. If the Proposer is not rated by these rating organizations, provide otherevidence of the institution's financial strength.

(e) Discuss the bank's current capital structure, adequacy, and coverage. If applicable, providethe bank's risk-based capital classification.

(f) Include an electronic copy of the most recent audited annual financial statement and the latestIO-k report with the proposal.

5. Personnel(a) Provide the name, title, address, phone number, fax number and email address ofthe primary

contact person(s) assigned to this account.(b) Describe your bank's policy on changing the primary contact person on an account.(c) Name the individuals who will work with the City on a day-to-day basis. Identif'y what each

person's roles and responsibilities will be and their relevant experience, including the numberof years with the proposer's bank.

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City ofLos BaltosRFP for Professional Banking Services

6. ReferencesPlease provide at least five (5) references that are of similar size and scope of service utilizationas the City's, preferably local government agencies located in California.

7. CoUateralization of Deposits(a) Confirm that the bank is a qualified depository for public funds pursuant to California

Government code Section 53648, and please detail the bank's procedures for collateralizingthe deposits ofpublic funds.(i) What types of securities are used as collateral?(ii) Which department is responsible for tracking deposits and monitoring collateral?(iii)What is the bank's current level (dollar amount) of public funds deposits and related

collateral?(iv)What is the frequency of reporting to the State Treasurer's Office?

8. Deposit Processing(a) For deposits collected and transported by annored car, what bank location do you propose for

the City's annored car to deposit funds for processing?(b) What is the cutoff time for remote deposits/vault deposits to ensure same day credit?(c) How does the bank handle discrepancies in deposits?(d) If the bank corrects a deposit, how will the City be notified?(e) Please describe the bank's change order procedures.(f) Describe the banks ability to process checks via check scanner, including changes to software

or hardware, and identify all additional costs.

9. Returned Item Processing(a) Please describe the bank's returned item handling procedures and notification options.(b) Can returned items be automatically redeposited? If so, how many times?(c) Can the bank provide online access to electronic images (front and back) of returned items to

the city? How soon after the item is returned are the images available?

10. Positive Pay(a) Describe any specified transmission methods required by the bank?(b) What is the deadline for the transmission of check data or issuance information to the bank?(c) How frequently can transmission files be uploaded to the bank for the issuance of additional

checks and/or recently voided items? Is there a limit to the number of files per day?(d) Does the bank offer the ability to manually enter single check disbursements used during the

day?(e) How will the City be notified of exceptions or rejected items? What is the procedure and

timeline for paying or returning exception items?(f) Does the bank provide online check imaging so that the City can review exception items

electronically?

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11. Stop Payments(a) Can stop payments be placed online?(b) How long will the stop payment remain in effect?(c) Can stop payments be automatically renewed? If so, for how long?(d) What is the fee for each stop payment and renewal?

12. Wires and ACH Processing(a) Describe the bank's online transfer capabilities including the ability to create and store

repetitive wire templates and to create future dated wires.(b) What is the cut off time for same day wire transfers?(c) What ACH file transmission options are available?(d) Can two separate ACH files be transferred on the same day?(e) What are the transmission deadlines for ACH files?(f) Can ACH payments be initiated online?(g) Describe the bank's security system in general and how it will guard against unauthorized

ACH debits to the City's account, describe how the transactions would be resolved.

13. Merchant Card ServicesThe City currently accepts credit card payment at the front counter, utilizing three separateterminals for payment ofutility services.

(a) Please provide a detailed description of the entire merchant card process within yourinstitution. Is the program housed through a third party vendor? If so, please explain.

(b) Provide a detailed rate and fee structure with breakdown of all fees, including bank andassociation charges.

(c) What type ofonline reporting services do you provide?(d) Discuss clearing time between deposit and posting to the City's main checking account.(e) Discuss security features, including account number encryption and purging policies.(f) Describe Payment Card Industry (PCI) data security standard compliance and liability.(g) Discuss your chargeback policy.

14. Implementation Plan and CostsThe City requires a smooth and low cost transition to a new bank.

(a) Please describe the bank's plan to implement the proposed services and to ensure a smooth,error free conversion.

(b) Please detail all costs associated with the conversion of all the new services.(c) Indicate the bank's plan for educating and training City employees in the use of your bank's

systems. Will the bank provide on-site training for City personnel for all of the servicesrequired?

15. Statements, Reconciliations, and Reporting(a) How soon after the cutoff date will statements be ready?(b) What type of indexing capabilities are available to locate checks from prior months?

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(c) Are electronic images stored on the bank's online reporting system and for how long? If so,how does the bank charge for these services?

(d) Please describe the bank's online information reporting system and the types of reports thatare available.

(e) Are there any limits on the number of City users that can access the bank's online websiteand levels of authorization?

(f) What current day information is available through the reporting system?(g) Can electronic reports be custom tailored for the end user? Is there an additional charge?(h) How many business days of balance history are stored on the reporting system for previous

day and current day reporting?

16. Earnings Credit Rates(a) Does the City have the option of compensating the bank on either a fee or balance basis? If

so, what is the difference in price?(b) How is your bank's earnings credit determined, adjusted, and applied?(c) Can excess earnings credit be carried over to a subsequent billing period? If so, how many

periods?

17. Account Analysis Statement(a) Please provide a sample analysis statement. How soon after the month end is the analysis

statement mailed or readily available online?(b) Will the bank pass on the FDIC charges to the City? If so, how are these charges computed?

18. Overdrafts(a) Describe the bank's policy on overdraft protection?(b) What are the fees associated with overdrafts?

19. Pricing and Account Analysis(a) Please provide a complete fee schedule for all of the services described in the proposal. Fees

related to all services described in the proposal must be listed. Also, include anyone-time orset up fees, research fees, minimum fees, or all other fees that will be charged. Include anyincentives or price break offered based on volume or other measures.

(b) Is the bank willing to guarantee the proposed fees for the entire term of the contract (5years)? Ifnot, how long are the fees guaranteed?

C. Sealed Total Cost ProposalPlease indicate the total cost and attach any cost breakdown. The proposer is to submit a detailed costproposal for all services and materials. The City of Los Banos will not be responsible for the expensesincurred in preparing and submitting the proposal or the sealed cost proposal. Such costs should not beincluded in the proposal.

The cost proposal should be submitted in the format provided in Attachment A, "COST PROPOSALFORM". The cost proposal shall be submitted in a separate sealed envelope, to be included withthe Technical Proposal package.

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IV. EVALUATION PROCEDURES

A. Evaluation CommitteeProposals will be reviewed by an Evaluation Committee which is expected to include the following:Finance Director, Accountant II, Accountant I and the City Treasurer.

B. Review of ProposalThe Proposals will be evaluated using two sets of criteria. Banks meeting the mandatory criteria willhave their proposals evaluated and scored for both technical qualifications and price. The EvaluationCommittee will use a point formula during the review process to score proposals. Each bank with anunacceptably low technical score will be eliminated from further consideration. After the compositetechnical score for each bank has been established, additional points will be added to the technical scorebased on the price bid.

C. Evaluation CriteriaThe following represent the principal selection criteria which will be considered during the evaluationprocess.

Any award made pursuant to this RFP will be based upon the bank's proposal with appropriateconsideration given to functional, technical, business, cost, and management requirements. Writtenproposals that satisfy all requirements specified in this RFP will be evaluated. The intent is to assess theability of the proposer to provide banking services and its associated requirements, and whose servicesbest meet the needs of the City. The City may request additional information from any of the bankssubmitting proposals. The following criteria will be used in evaluating proposals and in the selection ofa bank:

I. Compliance with the requirement of this RFP and quality of proposal, including completion of allrequired responses in the specified format.

2. Operational requirements such as understanding the needs and requirements of the City, as set forthin this RFP, scope and services offered including degree of automation, and bank and branchlocations.

3. An example of the proposer's ability to deliver the indicated service in accordance with thespecifications set out in this RFP.

4. Bank experience, including the proposer's stability, resources, qualifications, and relevantexperience and/or record of past performance in implementing and delivering such services to localgovemments with like kind operations located within the State of California.

5. Availability of sufficient high quality proposer's personnel with the required skills and experiencefor the specific approach proposed.

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

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

8. Proposer's acceptance of the City's contractual terms and conditions, as applicable.

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9. Overall cost of proposal. Although fees and compensation will be an important factor in theevaluation proposals, the City is not required to choose the lowest bidder.

All Proposals submitted will be reviewed by an evaluation panel consisting of City of Los Banospersonnel. At the completion of the proposal review, the panel will elect to invite the top scoring banksto make a presentation and provide a software demonstration, at no cost to the City. The City mayrequest Best and Final offers. Based on the presentation and the Best and Final offers, if requested, thepanel will select the proposal that best fulfills the City's requirements. The City may negotiate with theselected bank to determine final pricing, and will include but is not limited to all of the terms andconditions of this RFP and the Template Professional Services Agreement. Please note that theTemplate mayor may not include all of the clauses/language of the final contract. If a contract is notfinalized within a reasonable period oftime, the City may open negotiations with the next ranked firm.

There will be no public opening and reading of bids. At any time, the City, at its discretion and withoutexplanation to the prospective banks, can choose to discontinue this RFP without obligation to suchprospective banks.

V. PROPOSAL REQUIREMENT

A. Contract and General Requirements.The selected proposer shall be required to enter into a City-prepared Professional Services Agreementapproved by the City Council. Proposers shall be prepared to accept all the terms and conditions of theattached Template Professional Services Agreement. The successful Proposer's bid and the terms andconditions stated in this RFP will be made part of the Professional Services Agreement between the Cityof Los Banos and the Proposer. The RFP outlines the specifications and requirements, but notnecessarily all of the terms and conditions that will be incorporated into the final agreement between theCity of Los Banos and the successful Proposer. A Template Agreement is attached hereto asAttachment B which is in substantially the form the successful proposer will be expected to sign.

B. Reservations.This RFP does not commit the City to award a contract, to defray any costs incurred in the preparationof a proposal pursuant to this RFP, or to procure or contract for work. No payment of any kind will beprovided to the Proposer responding to this RFP, or parties they represent, for obtaining any of theinformation solicited.

C. Public Records.All proposals submitted in response to this RFP become the property of the City. Information in theproposal, unless specified as trade protected, may be subject to public review. Any informationcontained in the proposal that is proprietary must be clearly designated. Marking the entire proposal asproprietary will be neither accepted nor honored. Proprietary information submitted in response to thisRFP will be handled in accordance with the California Public Records Act.

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D. Right to Cancel and Amend.The City reserves the right to cancel, for any or no reason, in part or in its entirety, this RFP, includingbut not limited to: selection schedule, submittal date, and submittal requirements. Ifthe City cancels orrevises the RFP, all Proposers will be notified in writing.

E. Proposer's Questions.The City will not give verbal answers to inqumes regarding infonnation in this RFP, or verbalinstructions prior to the submission deadline. All questions shall be submitted in writing to SonyaWilliams, Finance Director, at [email protected]. A verbal statement regarding same by anyperson shall be non-binding. The City is not liable for any increased costs resulting from the Proposeraccepting verbal directions. Any explanation desired by a Proposer must be requested of the Cityrepresentative in writing not later than February 26, 2016 at 5:00 p.m. and if explanation is necessary, areply shall be made in the fonn of an addendum, a copy of which shall be posted on the City website atwww.losbanos.org on or before March 4, 2016.

F. Additional Information.The City reserves the right to request additional infonnation and/or clarification from any or allProposers.

G. Conflict of Interest.Proposer covenants that the company, its officers, employees and/or agents presently have no interest,and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in anymanner or degree with the performance of the services requested herein by the City. Proposer furthercovenants that, in the perfonnance of any contract or agreement resulting from this RFP, nosubcontractor or person having such an interest shall be employed. Proposer certifies that to the best ofProposer's knowledge, no one who has or will have any fmancial interest under any contract oragreement resulting from this RFP is an officer or employee of the City.

H. Release of Public Information.Proposers who respond to this RFP who wish to release information to the public regarding selection,contract award or data provided by the City must receive prior written approval from the City beforedisclosing such information to the public.

I. Non-Assignment.If a contract is awarded, the selected Proposer shall neither assign, nor delegate, in part or in whole, anyduties without the prior written consent of the City which shall not be unreasonably withheld.

J. Collusion.Each Proposer certifies that the company, its officers, employees and/or agents are not a party to anycollusive action, fraud, or any action that may be in violation of the Sherman Antitrust Act. TheProposer certifies that the company, its officers, employees and/or agents have not offered or receivedany kickbacks or inducements from any other bidding Proposer, supplier, manufacturer, or subcontractorin connection with the proposal and that the company, its officers, employees and/or agents have notconferred on any public employee having official responsibility for this procurement transaction any

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payment, loan, subscription, advance, deposit of money, services, or anything of more than nominalvalue. Any or all bids shall be rejected if there is any reason to believe collusion exists among thebidding Proposers. More than one bid from an individual, firm, partnership, corporation, or associationunder the same or different names may be rejected. Reasonable grounds for believing that a biddingProposer has interest in more than one proposal for the work being proposed may result in rejection ofall bids in which the bidding Proposer is believed to have interest.

K. Debarment.By submitting a proposal, the Proposer certifies that the company is not currently debarred fromsubmitting proposals and/or bids for contracts issued by any City or political subdivision or agency ofthe State of California, and that it is not an agent of a person or entity that is currently debarred fromsubmitting proposals and/or bids for contracts issued by any City or political subdivision or agency ofthe State of California.

L. Equal Employment Opportunity Compliance.The selected Proposer shall not discriminate against any employee or applicant for employment becauseof race, creed, color, or national origin. The Proposer shall take affirmative action to ensure that allemployees and applicants for employment shall be treated with equality in all aspects of employmentprocesses including, but not limited to, hiring, transfer, promotion, training, compensation andtermination, regardless of their race, creed, color, sex, national origin, age, or physical handicap.

M. Right to Audit.The selected Proposer shall maintain such financial records and other records as may be prescribed bythe City or by applicable federal and state laws, rules, and regulations. The selected Proposer shallretain these records for a period of three years after final payment, or until they are audited by the City,whichever event occurs first. These records shall be made available during the term of the contract orservice agreement and the subsequent three-year period for examination, transcription, and audit by theCity or its designees.

181 P age

. City of los Banos - RFP Professional Banking Services

Attach ment A - Cost Proposai Form

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BALANCE RELATED SERVICEDeposit Insurance - Bank Assessment $ 2,500,000

DEPOSITORY SERVICESAccount Maintenance 1Vault Deposits - Regular Hours 40General Checks Paid Truncated 500Returned Items - Chllrl!,ed Back 20Deposit Account Statements IStop Payment Manual <-12 months 1Imjlge Deposited Items· RDSO 4,500Deposit Correction 2Check Deposit - ICL or RDSO 150

COMMERCIAL DEPOSITS-CASH VAULTVault CUrrency Deposited 1$100 2,550Vault Coin Deposited (rolIlbaJ!) 10Chllll2e Order Bankinl!. Center 10Dep Conditioning Surcharge Vault 5Curr Supp $1OO-Banking Center 20

ACH SERVICESACH Optional Report· Mail 4ACH Monthly Maintenance 1ACH Input File 2ACH Blocks Instructions 5ACH Blocks Maintenance IACH Received Credits 60ACH Received Debits 10ACH Returned Items IACH Consumer On Us Credits 40ACH Consumer OffUs Credits 320

ACCOUNT RECONCILIATIONAccount Recon (Full) - Base Fee IPositive Pay - Base Fee IPos Pay Exc. Per Item Reported 550CD ROM Maintenance ICD ROM Per Image 700CD ROM Disk . IStop Payments 1

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City of los Banos· RFP Professional Banking Services

Attachment A· Cost Proposal Form

Tenninals 3# ofMontbly Transactions 770Dollar Amount ofMonthly Transactions $ 85,000

REMOTE DEPOSIT SERVICESRemote Deposit· Account MaintenaoC€Remote Deposit Check 1mal!e Processine.ROSOL· Item StorageMoo Volume Scanner MaintenaPce

WIRESLAIF Transfers

INFORMATION SERVICESPositive Pay Notification

OTHER MONTIILY FEES (please list)

14,500

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OTHER CHARGESOne Time Charges: (eg. Conversion Fees)

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City of los Banos - RFP Professional Banking ServicesAttachment B- Professional Services Agreement Template

TEMPLATE

PROFESSIONAL SERVICES AGREEMENTFOR BANKING SERVICES

[ Bank]

THIS AGREEMENT is made and entered into this _ day of 2016, byand between the City of Los Banos, a municipal CotpOration (herein referred to as ''City'') and_______ Bank (herein referred to as "Bank").

RECITALS

A. WHEREAS, City proposes to have Bank perform the services described hereinbelow;

B. WHEREAS, Bank represents that it has that degree of specialized expertisecontemplated within California Govenunent Code, Section 37103, and holds allnecessary licenses to practice and perform the services herein contemplated and meets thequalifications as set forth in the City's Request for Proposals dated _,2016;

C. WHEREAS, City has solicited and received a proposal from Bank, has reviewed theprevious experience and evaluated the expertise of Bank, and desires to retain Bank torender professional services under the terms and conditions set forth in this Agreement;

D. WHEREAS, City and Bank desire to contract for specific services described belowand desire to set forth their rights, duties and liabilities in the services to be performed;and

E. WHEREAS, no official or employee of City has a financial interest, within theprovisions of California Government Code, Sections 1090-1092, in the subject matter ofthis Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditionscontained herein, the parties hereby agree as follows:

1. Term. The lerm of this Agreemem shall commence upon execution of thisAgreement and shallierminate on March 31, 2021, unless extended, or terminaled earlier as setforth herein.

1.1. The lerm of this Agreement may be extended for five (5) additional one yearterms, on the same terms and conditions as set forth herein, at the option of the City upon writtennotice 10 Bank from the City on or before December 31 of each term or extended term of thisAgreement and mutual agreement of the parties.

1.2. City in its sole discretion, may terminate the conlract or any portion of Iheservices agreed 10 be performed al any time and for any reason whatsoever by giving thirty (30)

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calendar days written notice of such tennination to Bank. In the event of such tennination, Bankshall be entitled to compensation for all services rendered and work perfonned for City to thedate of such termination. The City may terminate the contract at any time without wrillen noticeupon a material breach of contract and substandard or unsatisfactory performance by the Bank.

1.3 The City may, at its sole option, tenninate the contract at the end of any Cityfiscal year (i.e. each July 1st through each June 30th), for reason of non-appropriation of funds.In such event, the City will give Bank adequate notice that such function will not be funded forthe next fiscal period.

2. Scope of Services. Bank shall provide the banking services described in theCity's Request for Proposal dated _, 2016, attached hereto as Exhibit A andincorporated herein by reference. City may elect to delete certain services within the Scope ofServices at its sole discretion.

2.1 Notwithstanding services described above, the City may request and Bank mayagree to perfonn Other Services as set forth in Bank's Proposal dated , 2016attached bereto as Exhibit B and incorporated herein by reference. The scope of such servicesand compensation shall be agreed to in writing, signed by both parties and shall become a part ofthis Agreement.

3. Time of Performance. Time is of the essence in the performance of servicesunder this Agreement and the services shall be perfonned in accordance with the timerequirements set forth in the Bank's Proposal dated _, 2016 attached hereto asExhibit B and incorporated herein by this reference. In the absence of a specific timerequirements the services shall be perfonned in a diligent and timely manner. The failure byBank to perform the services in accordance with the time requirements or in a diligent and timelymanner may result in termination of this Agreement by City.

3.1 Implementation of the transition of the City's banking services to Bank shall becompleted on or before , 2016.

3.2 Notwithstanding the foregoing, Bank shall not be responsible for delays due tocauses beyond Bank's reasonable control. However, in the case of any such delay in the servicesto be provided for the Project, each party hereby agrees to provide notice to the other party sothat all delays can be addressed.

4. Compensation. City shall pay Bank for the banking services in accordance withthe provisions of this Section and the Bank's Proposal dated ~ 2016 attachedhereto as Exhibit B and incorporated herein by reference. During the first three (3) years of theterm of this Agreement no service fees, costs, or billing rate changes shall be made by Bankwithout prior written approval of the City. Unless otherwise mutually agreed by the parties,during the remaining tenn of the Agreement and any extended term Bank may increase theservice fees, costs, or billing rates upon ninety (90) days prior written notice to City. Servicefees, costs, or billing rate changes may only be changed on the contract anniversary date.

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4.1 Bank shall provide City a monthly Account Analysis Statement prepared andmailed on the day of each month sening forth all service activity charges for theaccount(s). The account(s) shall be charged by automatic withdrawal on the day ofthe following month.

4.2 Compensation for any authorized Other Services shall be billed in accordancewith the service fees, costs, or billing rates as set forth in Exhibit B or as otherwise agreed inwriting by the parties and on the terms set forth in this Article 4.

5. Contract Administration. The City Manager shall have the authority to act forCity under this Agreement. The City Finance Director or hisfher authorized representative shallrepresent City in all matters pertaining to the services to be rendered pursuant to this Agreement.Bank shall designate a representative for purposes of this Agreement who shall have theauthority to act for Bank under this Agreement.


7. Indemnification. To the fullest extent pennitted by law, Bank shall indemnifY,defend and hold harmless City, its City Council, boards and commissions, officers, agents andemployees (collectively, the "Indemnified Parties) from and against any and all claims(including, without limitation, claims for bodily injury, death or damage to property), demands,obligations, damages, actions, causes of action, suits, losses, jUdgments, fines, penalties,liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements andcourt costs) of every kind and nature whatsoever, which may arise from or in any manner relate(directly or indirectly) to any work negligently performed or services provided under thisAgreement (inclUding the negligent and/or willful acts, errors and/or omissions of Bank, itsprincipals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyoneemployed directly or indirectly by any of them or for whose acts they may be liable or any or allof them).

Notwithstanding the foregoing, nothing herein shall be construed to require Bank toindemnify the Indemnified Parties from any Claim arising from the active negligence or willfulmisconduct of the Indemnified Parties. Nothing in this indemnity shall be construed asauthorizing any award of attorney's fees in any action on or to enforce the terms of thisAgreement. This indemnity shall apply to all claims and liability regardless of whether anyinsurance policies are applicable. The policy limits do not act as a limitation upon the amount ofindemnification to be provided by the Bank.

8. Insurance. Without limiting Bank's indemnification of City, and prior tocommencement of work. Bank shall obtain, provide and maintain at its own expense during theterm of this Agreement, a policy or policies of liability insurance of the type and amountsdescribed below and in a form satisfactory to City.

A. Certificates of Insurance. Bank shall provide certificates of insurance withoriginal endorsements 10 City as evidence of the insurance coverage required herein. Insurancecertificates must be approved by the City Attorney prior to commencement of performance or

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issuance of any pennil Current certification of insurance shall be kept on file with City at alltimes during the teIm of this Agreement.

B. Sig1lilture. A person authorized by the insurer to bind coverage on its behalf shallsign certification of all required policies.

C. Acceptable Insurers. All insurance policies shall be issued by an insurancecompany currently authorized by the Insurance Commissioner to transact business of insurancein the State of California, with an assigned policyholders' Rating of A (or higber) and FinancialSize Category Class VII (or larger) in accordance with the latest edition of Best's Key RatingGuide, unless otherwise approved by the City Attorney.

D. Coverage Requirements.

i. Workers' Compensation Coverage. Bank shall maintain Workers' CompensationInsurance and EIDployer's liability Insurance for his or her employees in accoIdance with thelaws of the State of California. In addition, Bank shall require each subcontractor to similarlymaintain Workers' Compensation Insurance and Employer's liability Insurance in accoIdancewith the laws of the State of California for all of the subcontractor's employees. Any notice ofcancellation or non-renewal of all Workers' Compensation policies must be received by City atleast thirty (30) calendar days (10 calendar days written notice of non-payment of premium)prior to such change. The insurer shall agree to waive all rights of subrogation against City, itsofficers, agents, employees and volunteers for losses arising from work performed by Bank forCity.

ii. General Liability Coverage. Bank shall maintain commercial general liabilityinsurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodilyinjury, personal injury, and property damage, including without limitation, contractual liability.If commercial general liability insurance or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be perfOImed under thisAgreement, or the general aggregate limit shall be at least twice the required occurrence limit.

111. Automobile Liability Coverage. Bank shall maintain automobile insurancecovering bodily injury and property damage for all activities of the Bank arising out of or inconnection with work to be performed under this Agreement, including coverage for any owned,hired, non-owned or rented vehicles, in an amount not less than one million dollars ($1,000,000)combined single limit for each occurrence.

iv. Professional Errors and Omissions Insurance. Bank shall maintain professionalerrors and omissions insurance, which covers the services to be perfoImed in connection withthis Agreement in the minimum amount of one million dollars ($1,000,000).

E. Endorsements. Each general liability and automobile liability insurance policyshall be endorsed with the following specific language:

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i. The City, its elected or appointed officers, officials, employees, agents andvolunteers are to be covered as additional insureds with respect to liability arising out of workperformed by or on behalf of the Bank.

ii. This policy shall be considered primary insurance as respects to Cily, its electedor appointed officers, officials, employees, agents and volunteers as respects to all claims, losses,or liability arising directly or indirectly from the Bank's operations or services provided to City.Ariy insurance maintained by City, including any self-insured retention City may have, shall beconsidered excess insurance only and not contributory with the insurance provided hereunder.

Ill. This insurance shall act for each insured and additional insured as though aseparate policy had been written for each, except with respect to the limits of liability of theinsuring company.

iv. The insurer waives all rights of subrogation against City, its elected or appointedofficers, officials, employees, agents and volunteers.

v. Ariy failure to comply with reporting provisions of the policies shall not affectcoverage provided to City, its elected or appointed officers, officials, employees, agents orvolunteers .

vi. The insurance p~ovided by this policy shall not be suspended, voided, canceled, orreduced in coverage or in limits, by either party except after thirty (30) calendar days (10calendar days written notice of non-payment of premium) written notice has been received byCity.

8.1 Nothing in this Section shall be construed as limiting in any way, theindemnification provision contained in this Agreement, or the extent to which Bank may be heldresponsible for payments of damages to persons or property.

9. Nondiscrimination. In the performing of this Agreement, Bank shall notdiscriminate against any subcontractor, employee or applicant for employment because of race,religious creed, color, national origin, ancestry, physical disability, mental disability, medicalcondition, marital status, sex, age, or sexual orientation race, religion, color, national origin,handicap, ancestry, sex or age.

10. Independent Contractor. It is understood thai City retains Bank on anindependent contractor basis and Bank is not an agent or employee of City. The manner andmeans of conducting the work are under the control of Bank, except to the extent they are limitedby statute, rule or regulation and the expressed terms of this Agreement. Nothing in thisAgreement shall be deemed to constitute approval for Bank or any of Bank's employees oragents, to be the agents or employees of City. Bank shall have the responsibility for and controlover the means of performing the work, provided that Bank is in compliance with the terms ofthis Agreement. Anything in this Agreement that may appear to give City the right to directBank as to the details of the performance or to exercise a measure of control over Bank shallmean only that Bank shall follow the desires of City with respect to the results of the services.

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10.1 The Bank shall at all times remain an independent Contractor with respect to theservices to be performed under this Agreement and shall be responsible for the payment ofFederal and State Employer Withholding Taxes, Unemployment Insurance Taxes, flCA Taxes,Retirement, Life andlor Medical Insurance, and Worker's Compensation Insurance for theemployees of the Bank or any other person performing services under this Agreement Bank andits employees are not entitled to the rights or benefits afforded to City's employees, includingdisability or unemployment insurance, workers' compensation, medical insurance, sick leave, orany other employment benefit. Bank agrees to indemnify and hold City harmless from anyclaims, costs, losses, fees, penalties, interest, or damages suffered by City as a result of any claimby any person or entity contrary to the provisions of this Section 10.

II. Ownership of Documents. All documents, information and materials of any andevery type prepared by the Bank pursuant to this Agreement shall be the property of the City.Such documents shall include but not be limited to all findings, reports, documents, informationand data including, but not limited to, electronic media, computer tapes or discs, files, and tapesfurnished or prepared or accumulated by the Bank in performing work under this Agreentent,wbether completed or in process.

12. Confidentiality. All City information disclosed to Bank during the course ofperformance of services under this Agreement shall be treated as confidential and shall not bedisclosed to any other persons or parties except as authorized by City. excepting that informationwhich is pUblic record and subject to disclosure pursuant to the Public Records Act, or otherwiserequired by law. All documents, including drafts, notes and communications that result from theservices in this Agreement, shall be kept confidential unless City authorizes in writing the releaseof information, excepting that information which is public record and subject to disclosurepursuant to the Public Records Act, or otherwise required by law.

13. Access to Records. In accordance with the California Government Code, Bankshall maintain all books, records, docUntents, accounting ledgers, and similar materials relatingto work performed for City under this Agreement on file for at least three (3) years following thedate of final payment to Bank by City. Any duly authorized represemative(s) of City shall haveaccess to such records for the purpose of inspection, audit and copying at reasonable times,during Bank's usual and customary business hours. Bank shall provide proper facilities to City'srepresentative(s) for access and inspection. Bank shall be entitled to reasonable compensationfor time and expenses relate to such access and inspection activities, which shall be considered tobe an additional service to the City, subject 10 the provisions of Section 4 hereinabove.

14. Conflict of InteresL The Bank or its employees may be subject to the provisionsof the California Political Reform Act of 1974 (the "Act"), which (I) requires such persons todisclose any financial interest that may foreseeably be materially affected by the work performedunder this Agreement, and (2) prohibits such persons from making, or participating in making,decisions that will foreseeably financially affect such interest.

If subject to the Act, Bank shall conform to all requirements of the Act. Failure to do soconstitutes a material breach and is grounds for immediate termination of this Agreement by

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TEMPLATE

City. Bank shaH indemnify and hold harmless City for any and aH claims for damages resultingfrom Bank's violation of this Section.

Bank represents that neither Bank, nor any of its employees, agents or subcontractors,have a conflict of interest with respect to the work to be performed under this Agreement, norshall such individuals, during this term of this Agreement, acquire any interest, which wouldconflict in any manner with the performances of services hereunder.

15. Assignment. This is a personal service contract, and the duties set forth hereinshaH not be delegated or assigned to any person or entity without the prior written consent ofCity. Bank may engage a subcontractor(s) as permitted by law and may employ other personnelto perform services contemplated by this Agreement at Bank's sole cost and expense.

16. Compliance with Laws, Rules, Regulations. Bank shall perform the servicesrequired by this Agreement in compliance with all applicable Federal and California employmentlaws including, but not limited to, those laws related to minimum hours and wages; occupationalhealth and safety; fair employment and employment practices; workers' compensation insuranceand safety in employment; and all other Federal, State and local laws and ordinances applicableto the services required under this Agreement. Bank shall indemnify and hold harmless Cityfrom and against all claims, demands, payments, suits, actions, proceedings, and judgments ofevery nature and description including attorneys' fees and costs, presented, brought, or recoveredagainst City for, or on account of any liability under any of the above-mentioned laws, whichmay be incurred by reason of Bank's performance under this Agreement.

17. Integration; Amendment. This Agreement represents the entire understandingof City and Bank as to those matters contained herein. No prior oral or written understandingshall be of any force or effect with respect to those matters covered in it. This Agreement maynot be modified or altered except by amendment in writing sign by both parties.

18. Severability, If any part of this Agreement is found to be in conflict withapplicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with saidlaws, but the remainder of the Agreement shall continue to be in full force and effect.

19. WaiverNalidity. Bank agrees that waiver by City of anyone or more of theconditions of performance under this Agreement shall not be construed as waiver of any othercondition of performance under this Agreement. The acceptance by the City of the Performanceof any work or services by Contractor shall not be deemed to be a waiver of any term orcondition of this Agreement.

20. Jurisdiction. City and Bank agree that the law governing this Agreement shall bethat of the State of California. Any suit brought by either party against the other arising out ofthe performance of this Agreement shaH be filed and maintained in the County of Merced.

21. Notice. Any notices required to be given pursuant to this Agreement shall bedeemed to have been given by their deposit, postage prepaid, in the United States Postal Service,addressed to the parties as follows. Nothing hereinabove shall prevent either City or Bank from

7

lEMPLAlE

personally delivering any such notices 10 the other.

To City:City of Los Banos520] StreetLos Banos, CA 93635Attn: Finance Direclor

To Baok:

IN WITNESS WHEREOF. the panies hereto have execuled this Agreement on the dates setforth below.

________ BANK

Date:, .,2016

Date: .2016

ATfEST:CITY CLERK

Lucille L. Mallonee. City Clerk


William A. VaughnCity Atlorney

8

hy:Title:


by: Michael VillaltaTitle: Mayor

EXHIBIT B[Bank's Response to City's RFPI

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~>\i~ LOS BanosVil~· :11 dIe Crossroads ojCaJiIornia

City of Los BanosResponse to Request for ProfessionalBanking Services

March 11, 2016

Submitted by:

Dennis Loo

Relationship Manager

530-574-5750

[email protected]

Nadir Malik

Treasury Management Sales Consultant

916-678-3671

[email protected]

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Table of contents

Transmittal letter 1

4. Detailed proposal -4

2. Personnel 9

6. References 11

7. Collateralization of deposits 13

8. Deposit processing 14

9. Returned item processing 20

10. PosItIve pay 23

11. Stop payments 25

12. Wires and ACH processing 26

13. Merchant card services 31

14. Implementation plan and costs 36

15. Statements, reconciliations, and reporting 39

16. Earnings credit rates 46

17. Account analysis statement.. -47

18. Overdrafts 48

19. Pricing and account analysis 49

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Appendix

Proposed pricing (under separate cover) Tab A

Merchant services pricing (under separate cover) Tab B

Sample account analysis statement.. Tab C

Additional treasury management recommendations Tab D

Merchant services exceptions list Tab E

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Transmittal letter

March 11, 2016

Attention: Sonya WilliamsFinance DirectorCity of Los Banos520 J StreetLos Banos, CA 93635

Dear Sonya:

Wells Fargo is honored to be considered for the new financial services provider for theCity of Los Banos ("the City"). Based on our experience working with many of the citiesand local government entities in California, we understand that the following items areamong the highest priorities of public agencies:

• Protecting the public funds with which you are entrusted,• Receiving support from experienced professionals who understand your financial

needs,• Experiencing the convenience and service of a community bank,• Taking advantage ofleading edge technologies that makes your job easier,• Implementing the banking solutions that meet your needs.

Wells Fargo Bank can meet all the requirements of the Request for Proposal ("RFP") andwill fulfill these needs with some of the best services in the industry.

Protecting public fundsThe public funds of the City will be secure with Wells Fargo Bank. Wells Fargo is one ofthe highest rated banks in the U.S. and the largest capitalized bank in the world.Additionally, Wells Fargo will collateralize 110% ofthe City's deposits on a daily basis, infull compliance with California State Code. You can rest assured that your funds are safewith Wells Fargo.

Government banking experienceThe Wells Fargo Government Banking group will provide the highest level of customerservice possible with experienced local government bankers who understand the lawsand regulations governing public funds. Your access to a dedicated governmentrelationship manager with knowledge of the public sector assures that you'll only need tomake one call to speak to someone who can help you. Our experience in working withcities, schools, special districts, and agencies in California allows us to share bestpractices and local information to support your City.

As experienced government banking professionals, we are dedicated exclusively toserving the unique banking needs of the public sector. We draw on the bank's vastresources to deliver competitive banking products and we are committed to serving our

Wells Fargo Bank, N.A.

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government entities, their employees, and the communities in which they live, through acomplete range of products and personalized service.

We are proud to serve more than 794 California government clients, made up ofcounties, cities, colleges, schools, and various special districts throughout the state. Thecurrent level ofpublic funds deposits is $2,142,381,104.27 and related collateral is$2,631,022,726.77- Wells Fargo is very familiar with and in full compliance with allrequirements of the California Government Code for public funds. Our Public FundsCollateral unit is dedicated to ensuring that public funds deposits are collateralized asrequired by conforming to all applicable state and federal statutory requirements. Ourteam monitors the collected balances each day and pledges collateral to protect balancesabove FDIC coverage.

Some of our advantages of our Government Banking Group include:

• Largest and strongest bank holding company headquartered in California• Full suite of services to the public sector including municipal investment specialists,

Corporate Trust, Custody and Public Finance• Statewide coverage of all communities• Regulatory compliance with state codes and collateral requirements• Direct access to IAIF• Municipal credit support and expertise in fund accounting

Community bankingWells Fargo believes we are only as strong as the communities we serve. Last year,Wells Fargo helped homeowners in the City of Los Banos with 135 home mortgagestotaling $23.2 million. Of that, 33 mortgage loans were in Low Moderate Incomecommunities, providing $6.6 million in credit and 16 mortgage loans were made to LowModerate Income borrowers, providing $1.8 million in credit. Wells Fargo supportedbusinesses in Los Banos with 62 small business loans totaling $2.6 million in credit. Ofthat, 29 loans to low income communities, providing $1.9 million in credit.

Banking recommendationsIn response to your RFP, we have prepared the attached proposal for banking andfinancial services for the City and can provide all of the requested banking services.Additionally, Wells Fargo will include a complimentary Business Process Review toprovide a deeper understanding of your financial processes, and which will allowWells Fargo to customize our recommendations based on the current processes andrequirements of the City. Based on what we learned from your RFP, we recommendexploring services such as a lockbox and E-BoX® to help process the large number ofpayments the City receives.

Wells Fargo Bank, N.A. 2

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ConclusionAs one of the leading community banks in Merced County and a proud member of theLos Banos community, Wells Fargo can provide exceptional local service, dedicatedgovernment banking expertise, and customized public fund solutions, all backed by thesecurity of one of the strongest banks in the world. On behalf of the entire Wells FargoGovernment Banking Team, we look forward to building a successful relationship withthe City of Los Banos.

Sincerely,

w~j~~t_G=PDennis Loo, Sr. Business Relationship Manager - Government BankingNadir Malik, Treasury Management ConsultantKimberly Centivich-Chatman, Los Banos Store Manager


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4. Detailed proposal(a) Provide a general overview and briefhistory ofyour organization,

including customer service philosophy, parent and/or subsidiarycompanies, and the number of employees.

Overview and historyOur commitment to outstanding service goes back to 1852, when Hem)'Wells and William G. Fargo founded Wells Fargo & Company. Theyopened their first banking and express office in the gold rush port of SanFrancisco.

By 1910, the Wells Fargo network of customer service expanded to morethan 6,000 communities, large and small. Wells Fargo agents offeredfinancial services such as money orders, traveler's checks, and transfer offunds by telegraph. In 1918, Wells Fargo was an important part of thebusiness community in locations across the country and around the globe.

In the decades to come, new banking concepts not only changed wherepeople banked, but also how. As in the stagecoach days, Wells Fargopioneered banking convenience to customers: our drive-up tellers,banking by phone, credit cards, ATMs, and online banking servicesoffered innovations for modern customers.

By 1998, Wells Fargo Bank had expanded from a single location in SanFrancisco to its historic territory throughout the West, and then extendedacross the Midwest and into the East.

Our merger with Wachovia has increased our presence in the East.Wachovia was formed by the 2001 merger of First Union Corporation andthe former Wachovia Corporation. In connection with that merger, FirstUnion changed its name to Wachovia Corporation.

Through Wachovia, the Wells Fargo legacy now traces back to 1781 andthe Bank of North America, the first bank chartered in the United States.Wachovia brings to Wells Fargo the Bank of North America's first branch,opened in 1782, which is now the longest continuously operated branch inAmerica.

Today, Wells Fargo is one of the oldest and largest national banks.Celebrating our 161st year of operation, we are recognized as one of themost highly capitalized and well-managed banks in the industry. WellsFargo Bank, N.A. is a federally chartered banking institution and amember of the Federal Reserve System. We are a national leader infinancial services, meeting our clients' financial services needs when,where, and how they want to be served. Our trademark, the stagecoach, isthe symbol of our role in the development of the Western United Statesand stands for our pride in "coming through" for our clients, a hallmark ofour company since 1852.


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Company organizationOn December 31,2008, Wells Fargo & Company (NYSE:WFC), the parentcompany of Wells Fargo Bank, N.A., completed its merger with WachoviaCorporation.

On March 20, 2010, we combined our three bank charters into one:Wachovia Bank, N.A. and Wachovia Bank of Delaware, N.A. merged intoWells Fargo Bank, N.A.

Our parent, Wells Fargo & Company is a nationwide, diversified financialservices company with $1.8 trillion in assets. We provide banking,insurance, investments, mortgage, and consumer and commercial financeservices through more than 8,700 locations, more than 12,800 ATMs,online (wellsfargo.com), and through mobile devices.

We're headquartered in San Francisco, but we're decentralized so everylocal Wells Fargo office is a headquarters for satisfying all our customers'financial needs and helping them succeed financially. We do businesswith more than 70 million customers and one in three U.S. households.We have approximately 265,000 team members in 36 countries acrossour more than 90 businesses.

Our visionWe want to satisfy all our customers' financial needs and help themsucceed financially.

Note-worthy accomplishments• Ranked fourth in assets among U.S. banks (2015)• Ranked second most valuable bank by market capitalization (2015)• Ranked in top two corporate cash giving campaigns by The Chronicle of

Philanthropy (2014, 2015)• Named "Most Respected Bank" by Barron's magazine (2014)• Named "Most Admired" among world's largest banks by Fortune

magazine (2014)• Named "Best U.S. Bank" by The Banker magazine (2014)

At the end of third quarter 2014, Wells Fargo ranked fourth in assetsamong U.S. banks and was the world's most valuable bank by marketcapitalization. In 2013, Euromoney named Wells Fargo "Best Bank" in itsGlobal Awards for Excellence, the first time a U.S.-based bank has wonthe top award. The Chronicle ofPhilanthropy ranked Wells Fargocorporate giving in the top two among all U.S. companies each of the pasttwo years.

Specialized government assistanceYour relationship manager and treasury management sales consultant arepart of the Government Banking group in Wells Fargo CommunityBanking, a team of seasoned professionals dedicated exclusively toserving the unique banking needs of the public sector.

We are committed to serving our government entities - and theiremployees and the communities in which they live - through a completerange of products and personalized service.



The City's overall relationship will primarily be handled by yourrelationship manager and your treasury management sales consultant.

(b) Provide the address ofthe primary office and/or branch locationthat will service the account and where the City will conduct itsbanking business.

(c) Describe the bank's direct experience in providing similar-services for other governmental agencies, specifically localgovernment agencies located in California. Please include thenumber of public agency the bank has as clients, and the bank'sknowledge ofand adherence to the California Government Code.

The Government Banking division at Wells Fargo Bank is a team ofseasoned professionals dedicated exclusively to serving the uniquebanking needs of the public sector. We draw on the bank's vast resourcesto deliver competitive banking products and we are committed to servingour government entities, their employees, and the communities in whichthey live, through a complete range of products and personalized service.We are proud to have more than 794 valued clients, made up ofcounties,cities, and various special districts throughout California. The currentlevel of public funds deposits is $2,142,381,104.27 and related collateral is$2,631,022,726.77. Our Public Funds Collateral unit is dedicated toensuring that public funds deposits are collateralized as reqnired,byconforming to all applicable state and federal statutory requirements.

Some of our advantages include:

• Largest and strongest bank holding company headquartered inCalifornia

• Full suite of services to the public sector including municipalinvestment specialists, Corporate Trust, Custody and Public Finance

• Statewide coverage of all communities• Regulatory compliance with state codes and collateral requirements• Access to LAIF• Municipal credit support and expertise in fund accounting

Wells Fargo is very familiar with and in full compliance with allrequirements of the California Government Code for public funds.

Our Public Funds Collateral unit is dedicated to ensuring that publicfunds deposits are collateralized as required by conforming to allapplicable state and federal statutory requirements. Our team monitors

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Banking store

Los Banos

1""·-Los Banos, Ca 93635

Deposit deadline(local time)

StoreMon-Sat: 6:00 p.m.Sat-Sun & holidays:next business day

ATMMon-Fri: 9:00 p.m.

6

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R-1 (middle)A-1F1+

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F1+ I P-1 A-1+ R-1 (high)

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AA+ Aa1 AA- AA (high)

AA Aa2 AA- --J AA (high) .....jI A+ IAa3 ~+. AA ____J

Preferred Stock

Senior Unsecured

Short-term IssuerRating

---j-----+---A2 A+ IAA

l-S-U-b-O-rd-i-n-at-e-d-----l-A-+----+-A-3----+-A--~) JBBB A I

Bank Deposits

*The information prOVided is found on our Investor Relations site(wellsfargo.comlinvest relations/debt) and is provided for informational purposes only. We do notguarantee the accuracy or completeness of information on or available through this site, and we arenot responsible for inaccuracies or omissions in that information or for actions taken in reliance onthat information. Please read Legal Disclaimers (wellsfargo.comlinvest relations/legal/) before usingor relying on information on or available through this site. Potential investors in our securitiesshould seek professional advice before they invest.

Senior Unsecured

Subordinated

• Total Risk-Based Capital Ratio: 15.53%(Must be greater than 10%)

• Tier 1 Risk-Based Capital Ratio: 12.45%

long-term Issuer Rating


(e) Discuss the bank's current capital structure, adequacy, and coverage.Ifapplicable, provide the bank's risk-based capital classification.

Wells Fargo is "Well Capitalized" under the definitions provided by theFederal Deposit Insurance Corporation (FDIC) with the below capitalratios.

Long-term Issuer Rating

Short-term IssuerRating

wells Fargo Bank, N.A.

the collected balances each day and pledges collateral to protect balancesabove FDIC coverage.

Your government relationship manager will provide audit and transactionconfirmations for the City's auditors as needed.

(d) Provide the bank's current credit ratings by Standard & Poor's RatingServices and Moody's Investor Services. Ifthe Proposer is not ratedby these rating organizations, provide other evidence oftheinstitution's financial strength.

Wells Fargo subscribes to Fitch, Moody's, Standard & Poor's, and DBRSratings agencies.

We have one of the highest debt ratings of any financial services company,as shown in the following table.*

r Wells Fargo 8< Company

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(Must be greater than 6%)• Tier 1 Leverage Capital Ratio: 9.45%

(Must be greater than 5%)

In addition, in 2015, Wells Fargo ranked fourth in assets among U.S.banks and was the world's second most valuable bank by marketcapitalization. In 2014, Barron's magazine named us "Most RespectedBank"; Fortune magazine named us "Most Admired" among the world'slargest banks; and The Banker magazine named us "Best U.S. Bank".

(d) Include an electronic copy ofthe most recent audited annual financialstatement and the latest look report with the proposal.

You can locate Wells Fargo & Company's most recent annual reportthrough the following site: wellsfargo.com/invest relations/annual.

You can locate Wells Fargo Bank, N.A.'s last four quarterly call reportsthrough the following site:ht1;ps: /lcdr.ffiec.gov/public/ManageFacsimiles.aspx by using theWells Fargo Bank, National Association FDIC Certificate No. 3511.

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PersonnelProvide the name, title, address, phone number, fax number andemail address ofthe primary contact person(s) assigned to thisaccount.

Wells Fargo is the relationship bank that will work with you in aconsultative way to provide creative solutions and ensure high quality andservice levels. The City will have an entire team dedicated to assisting andconsulting with you on all aspects of your Wells Fargo bankingrelationship. This team is committed to providing consultative, analytical,and qualitative services to the government and institutional client sectoryour needs are our first priority.

Your Relationship Manager, Dennis Loo, and Treasury Management SalesConsultant, Nadir Malik, are part of the Government Banking group, ateam of seasoned professionals dedicated exclusively to serving theunique banking needs of the public sector.

We are committed to serving our government entities - and theiremployees and the communities in which they live - through a completerange ofproducts and personalized service.

The following are briefbiographies ofyour relationship team.

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Dennis looSenior Regional IndustrySpecialistGovernment Banking

[email protected] 574-5750

1510 Arden Way, Suite 300Sacramento, CA 95815

Nadir MalikTreasury ManagementSales Consultant

[email protected]

1510 Arden Way, Suite 202, Sacramento, CA 95815

Wells Fargo Bank, N.A

As your Relationship Manager, Dennis is responsible for theday-to-day management of a portfolio of public entityclients in Northern and Central California. He specializes inplacing value on high touch, dedicated service to his clients.

Dennis has been with Wells Fargo for more than 10 years.

He graduated from St. Mary'S College with a B.S. inCommunication and received his M.B.A. from the Universityof Phoenix. I

_____________J------------------ --

Nadir has the primary responsibility for prOViding treasury Imanagement expertise. He consults with you on issues Ipertaining to treasury management products and services. I,Nadir has been with Wells Fargo for more than 14 years and Ihas spent all of his time with the bank working withbusinesses. Nadir has spent the last six years focusing ontreasury management services for the middle market in the Igreater Sacramento area, specializing in Nonprofit andMunicipal Banking operations I

_____________________. . .__J

9

---_._-----_.-._---.

(b) Describe your bank's policy on changing the primary contact person onan account.

Lyssa is your representative for day-to·day customerservice and acts as a liaison between you and variousoperations centers to resolve issues and request informationquickly.She began her banking career in 2006, and is a tremendous !resource for all bank operations needs.Lyssa is a graduate of National University and is an activevolunteer in several San Diego County organizations anddog rescues.

10

The City will work with a dedicated relationship team, Dennis 100, yourrelationship manager will lead the team. We have listed briefbios in responseto (a) above.

Wells Fargo Bank policy is that all public agency clients be managed by ourSpecialty Markets group of government bankers. If there is a change tosomeone on your dedicated relationship team, be assured that our policy is toprovide experienced and knowledgeable bankers to support all aspects ofyour banking needs.

(c) Name the individuals who will work with the City on a day-to-day basis.Identify what each person's roles and responsibilities will be and theirrelevant experience, including the number ofyears with the proposer'sbank.


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6. References

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Please provide at least five (5) references that are ofsimilar size andscope ofservice utilization as the City's, preferably local governmentagencies located in California.

-~ - - ~-

~ References,

- - - _. - ~ --The Town of Truckee has been acustomer for more than six years usingthe following services:

Commercial Electronic Office®(CEO®) Basic Banking

• Desktop Deposit@ with SmartDecision®

• WellsOne@ commercial cardWire transfer

• ACH Payments" WelisTAX@

Merchant card processing

I·-------r The City of Benicia is a new Wells Far~~Bank customer this year and uses thefollowing services:

• Wire servicesCash vaultPositive pay

Future enhancements include:

• Lockbox• E-Box@

250 East L StreetBenicia, CA 94510

707-446·[email protected]

Karin SchnaiderFinance DirectorCity of Benicia

[email protected]

101 Truckee Airport RoadTruckee, CA 96161

Chrissy EarnhardtAdministrative Services ManagerCity of Truckee

I

IJenny Hanzlik --·-·-----ll The City of Fo~ Bragg has be';;;'-'-- -IFinance Technician I customer for more than seven years andCity of Fort Bragg uses the following Wells Fargo services: .

707.961-2825 I"CEO Basic Banking [email protected] \" Desktop Deposit

• Wire transfer416 North Franklin Street • ACH PaymentsFort Bragg, CA 95437 " E-Box

• Lockbox• Institutional Investing Online• Print services

I .. I" P:sitive.~ 1

lJeri Tejeda ----rn;e City of Manteca is a new customer II A~counting Manager l uses the following Wells Fargo services: !I CIty of Manteca i CEO Basic Banking II 209-456-8770 I Positive pay .1 [email protected] Wire transfer

i ._I.__.A_~H_~_ervic.e_s __._l1001 West Center Street ~ _ _

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~- - - - - - --'References

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Manteca, CA 95337

Dalacie BlankenshipAccounting ManagerCity of Jackson

[email protected]

33 BroadwayJackson, CA 95642


I E-Box I,

• Cash vault I

The City of Jackson has been a custome~l!for more than eight years and uses thefollowing Wells Fargo services:

• CEO Basic BankingWire transferACH servicesWellsTAX

• Merchant card processing___-'- 1

12

7. Collateralization of deposits(a) Confirm that the bank is a qualified depository for public funds

pursuant to California Government code Section 53648, and pleasedetail the bank's procedures for collateralizingthe deposits ofpublicfunds.

(i) What types of securities are used as collateral?

(ii) Which department is responsible for tracking deposits andmonrroringcollateral?

(iii) What is the bank's current level (dollar amount) ofpublic fundsdeposits and related collateral?

(iv) What is the frequency of reporting to the State Treasurer's Office?

Our Public Funds Collateral unit is dedicated to ensuring that public fundsdeposits are collateralized as required by conforming to all applicable stateand federal statutory requirements. Our team monitors the collected balanceseach day and pledges collateral to protect balances above FDIC coverage.

Wells Fargo collateralizes uninsured balances by pledging securities from ourinvestment portfolio. This portfolio consists of investment grade securities inaccordance with the California Government Code. The market value of thesesecurities is updated daily by an established third-party service that providesvaluation services to many market participants. Our public fund customersare collateralized within a pool for all California government clients. Wereport the monthly deposit totals for each public funds agency to theCalifornia State Treasurer's Office.

The current level of public funds deposits is $2,142,381,104.27 and relatedcollateral is $2,631,022,726.77.

Wells Fargo will use U.S. Agency mortgage backed securities to collateralizethe City's deposits.

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(Wells Fargo Bank, N.A. 13

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8. Deposit processing(a) For deposits collected and transported by armored car, what bank

location do you propose for the City's armored car to deposit fundsfor processing?

We provide an extensive cash vault network, with more than 122 cash vaultsstrategically located across 46 states throughout the country. All of these vaultlocations operate on a common service platform, providing a consistentcustomer experience across the entire network. We recommend the Cityutilize our San Francisco location.

(b) What is the cutoff time for remote deposits/vault deposits to ensuresame day credit?

Our cutoff times vary based on where you make your deposit.

Night depository, banking store, and ATMOur deposit deadlines for same-day ledger credit vary by location and, at eachlocation, the deadlines for night depository, banking store, andAlM depositsmay vary.

You receive same-day credit for cash deposits, and next-day credit for checkdeposits made prior to the deadline. You receive credit the next business dayfor deposits you make after the deadline, on weekends, and on Federalholidays.

Deadlines are the same regardless of when we verify your deposit; and, withthe exception of cash deposits made at banking stores, they are also the samefor deposits that contain cash, checks, or both cash and checks. Cash depositsyou make at banking stores receive same-day credit regardless ofyour deposittime.

To assist you in determining the banking store that can best support yourdepositing needs, the following proximity study shows the deposit deadlinesfor the banking store closest to you.

14

6:00 p.m.

0.06 miles

7:30 p.m.7:30 p.m.

- B~nking store I Deposi~ deadline I Distance. 1(local tlme) I .

Your location

Cash vault site (served by)

CaliforniaSan Francisco

Remote depositThe deposit deadline is 7:00 p.m. PT.

City of Los Banos Los Banos StoreI520 J Street 416 J Street Mon-Thu: 4:00 p.m.

l_LO_S_B_a_no_s_,_CA_93_6_3_5....L_L_OS_B_a_n_OS_'_C_A_9_36_3_5--l_:_:_:M_6:_O_o_p_.m_..:.-_...L_. \Mon-Fr;: 9:00 p.m. -------..-J


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-----------California

I San Francisco

(c)

Cash vaultDifferent deadlines apply for split deposits (cash and checks on separatedeposit slips), mixed deposits (cash and checks on the same deposit slip), andcash only deposits. The following table lists deadlines by deposit type andlocation, in local time.

Ifyou require a later deadline than those listed in the table, please speak toyour treasury management sales consultant to discuss your specific needs.

Cash vault deposit deadlines..--- --,

How does the bank handle discrepancies in deposits?

Wells Fargo does not identify and adjust all discrepancies.

We reserve the right to write off check adjustments and cash adjustmentsbased on dollar thresholds that we set internally. As a matter of policy, wedon't disclose these thresholds to customers.

When we do adjust a deposit amount, we make a separate debit or creditentry to your account, and provide an adjustment notice and relevant backupdocuments.

Ifyou use our subaccounting service, your adjustment notice will include yourlocation number and location name (if applicable).

Ifthe bank corrects a deposit, how will the City be notified?

ReportingWe provide deposit adjustment notices to let you know about discrepancies.Our procedures vary based on where we process your deposits. You can alsoreview adjustments on your bank statements, online reports*, and filetransmissions.

•Additional fees apply for reports.

Cash vaultYou receive an adjustment notice by mail, email, or fax. Notices include thedeposit date, declared amount, verified currency total by denomination, andlocation number (if applicable). You can choose to receive a phone callnotification for all adjustments of more than $100.

(e) Please describe the bank's change order procedures.

You can place change orders by calling the banking store 24 hours in advance.Based on the settlement method you choose for your change order, pick uprestrictions may apply. Ifyou use a third party courier to pick up your order,bank preapproval is required prior to initiating a relationship with the localbanking store.

(d)

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Additional restrictions relative to the size and frequency of change ordersvary depending on the store's location. We will work with you duringimplementation to review any additional restrictions as well as identify thebest option for you to request and receive your change order.

We debit your account the day we fill your orders and include your locationnumbers (if applicable) on your electronic reports and statements.

TelephoneIn a single phone call, you can place multiple orders for one or more locationsup to your daily limit. You'll enter your location 10 and password, and ourautomated system guides you through the ordering process; you'll receive aconfirmation number when you've finished.

Ifyou need to inquire about an order or to change or cancel an order thathasn't yet been filled, you'll use the confirmation number to get started.

Among the features that help keep your account safe is the option to establisha maximum order limit per location.

OnlineYou can place orders for up to 10 locations at a time. Sign on with yourcompany ID, user ID, and password; enter the amount of currency and coinyou need; and verify and submit your order. A confirmation number shows onthe next screen.

You'll enter the confirmation number to view, edit, or delete an order. Editsand deletes are accepted until 10:00 p.m. local time* the night before yourarmored courier picks the order up.

Use our batch process to place up to 1,000 cash orders at one time. You'lldownload and fill out our spreadsheet template, and then upload the file toour cash vault. Once verified by our system, a file transfer confirmationmessage and number are sent to you immediately. Within 30 minutes, thestatus ofyour order shows on the Cash Vault Announcements page. '

*Large orders may require advance notice to process.

TransmissionYou send us one or more files that include your order specifications and theassociated file information. After processing, we send confirmation files to theWells Fargo transmission server, where you can pick them up or we can sendthem to you automatically.

For the security of your cash orders, we provide you with information uniqueto the City: a transmit key and a transmitting customer ID (one each percustomer), and a receiving customer ID (one per location). You should keepthis information confidential and only distribute it to persons authorized toplace change orders.



Ifyou are enrolled in our Event Messaging service, we will send authorizedusers a deposit confirmation notice by email, text, or fax.

Features

Image accessAs you scan checks, we capture their images and store them on Wells Fargoservers.

17

Vj~w depos;t Jet':lilll.u:lretumed-iH:rn imagc~

4:00 p.m.

Revi~ nnd subrr.!t dcpos:t

10:00 a.m.10:30 a.m.L-.-':':~':'-'-...L-__':---..l

Sc::anchcehReceive checKs

CaliforniaSan Francisco


Standing orderYou can receive change orders on a set delivexy schedule. This eliminates theneed to manually place your order. During implementation, you'll provide uswith your order details.

DeadlinesThe following table lists the cutoffs and associated armored pickups (in localtime) for change orders; it's organized by site and by method used.

(1) Describe the banks ability to process checks via check scanner,including changes to software or hardware, and identify alladditional costs.

You can save both time and money by using our remote deposit service todeposit checks into your Wells Fargo account electronically, and eliminate theneed for your employees to physically take deposits to the bank. An extendeddeposit deadline of 7:00 p.m. PT for same-day ledger credit means fasternotice of returned items.

You'll no longer need to maintain accounts at local banks that have physicalbranches near your locations. You can consolidate banking relationships, savemoney on account maintenance fees, and reduce the time spent reconcilingmultiple bank accounts.

How it worksYou scan checks for deposit by using a check scanner and a computer withinternet access. Next, confirm the check dollar amounts and verify the depositbalances. Then, submit the deposit to Wells Fargo; you'll receive animmediate confirmation.

The following diagram shows the remote deposit process flow.

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Check images are immediately available online through our remote depositservice for go days; these same images are also available online through ourStops-Images-Search service for seven years.

Custom fieldsUsing mnltiple discretionary data fields, you can enter customizedinformation about the checks you receive; this lets you search for checksusing your own criteria and makes it easy to upload data into your accountsreceivable system. Our quick data feature simplifies the capture process byautomatically recalling some of your previously entered receivables data.

ReportingYou can generate the following reports through our remote deposit service:

Deposit reportContaius general information (including deposit amount, number of checksincluded, and submission date) for deposits completed within the past godays. This report is available in HTML, PDF, CSV, and Excel formats.*

Deposit Report with Item DetailsContains general deposit information and item details for each depositcompleted within the past go days. This report is available in HTML, PDF,CSV, and Excel formats.* The HTML format includes links to display itemimages.

'CSVand Excel fonnats contain keyed discretionary data.

Express Report vl'ith All Item ImagesDisplays a "quick" version of the Deposit Report with Item Details. Thisreport is available in PDF format and contains detail information and imagesfor each item deposited (up to 1,000 items), and maintains a go-day history.You can select the number of images (up to eight per page) that you wouldlike to see.

We offer a deposit detail transmission that can include discretionary data thatthe City manually entered in addition to check detail. This allows you toreceive an electronic file for posting your receivables.

ACH check conversionYou can lower processing costs by coupling our remote deposit service withour check conversion service. After we receive your deposit, our systemautomatically converts eligible checks to ACH debits. Please note that certainnotification rules and regulations apply.

User accessThe City's designated system administrators establish users, grant themaccess, and set their check limits.

Administrators can customize each user's access. For example, a user canhave scan-only access for one account and balance-only access for anotheraccount. This flexibility lets you implement dual controls so that one personscans and another person submits a deposit.


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Batch depositsYou can create multiple batches within one deposit. This simplifies balancingwhen you have checks for multiple entities in the same deposit.

Mobile depositYou can capture check images and deposit funds to your Wells Fargo accountwith the camera of an iPhone or iPad" or an Android>. Mobile users, such ason-the-road personnel, can accept customer checks and deposit3 themimmediately.

lRequires an iPhone or iPad, running iOS version 6.1 or above.2Requires an Android OS 4.0 or higher when downloaded from Google Play.30ne check per deposit.

UpdatesBecause our service is entirely internet-based, it does not require theinstallation of any software (other than a scanner driver). Any updates wemake are immediately available to you when you access the system.

Quality controlBefore submitting a deposit, the City will perform a review of the scanneditems. You'll view the items and make any corrections (such as rescan images,enter missing data, and verify item amounts) needed to balance the deposit.

After successfully completing the review process, you submit the deposit toWells Fargo. Our Electronic Deposit Center inspects and analyzes the imagequality of all items, looking for illegible items, image issues such as streakingor interference within key areas, and image contrast.

While image quality exceptions are rare (accounting for less than 1% of allitems we process), we do have a process for handling them. If there is an itemthat we cannot clear, we follow an adjustment process and notify youaccordingly.


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9. Returned item processing(a) Please describe the bank's returned item handling procedures and

notification options.

Our standard processing instructions are:

• Mail all returned items (originals or image replacement documents) andstandard notices by U.S. mail to the statement address on our system

• Post all returned items to the depository account in one lump sum per day• Debit the depository account for chargebacks• Automatically redeposit non-Wells Fargo items ofless than $300 that are

returned for nonsufficient funds (NSF) or uncollected funds (UCF); wecannot redeposit items returned for any other reason

Non-standard optionsExamples of special instructions' the City can set up are:

• Post separate debits for each returned item to the depository account• Automatically redeposit all items (regardless ofamount) returned for NSF

orUCF• Redeposit all Wells Fargo items less than a predetermined dollar amount• Mail physical items or additional copies of the debit advice to an alternate

address• Chargeback items to an account other than the original depository account• Key additional data (such as maker name, phone number, and address) on

the advice

•Additional fees apply for some special instructions.

(b) Can returned items be automatically redeposited? Ifso, how manytimes?

Yes. We can automatically redeposit items returned for nonsufficient funds(NSF) or uncollected funds (UCF) one time. We cannot redeposit itemsreturned for any other reason. Our redeposit service is optional by location.

Copies of redeposited itemsWe can provide the depositing location or central office images of redepositedreturned items online or by transmission the next business day after wereceive the item.

If the City does not use our image services, you can call TreasuryManagement Client Services and request a mailed or emailed copy of theredeposited item.

Re-presented check serviceWe offer a re-presented check service (RCK) that provides an automatedprocess for electronically re-presenting checks returned for NSF or UCF. OurElectronic Returns service converts an eligible returned check to an ACH


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debit. This not only increases the collection rate but also allows you to collectthe funds more quickly.

Eligible checksPer NACHA operating rules, to be eligible for check conversion, the checkmust:

• Contain a pre-printed serial number• Not contain an auxiliary on-us field in the MICR line• Be in an amount of $2,500 or less• Be completed and signed by the customer

Notice requirementsPer NACHA operating rules, you must provide standard notification to yourcustomers at registers or on mailed invoices.

Number of presentmentsYou can re-present items twice instead of the standard one time associatedwith a paper check. A second re-presentment gives you an additional chanceto collect on returned checks, and helps increase your collection rates.

Alternative re-presentment options are available. Options include:

• One re-presentment instead of two• Timed re-presentments such as a specific day of the week or month

Return of entriesWe process eligible returned entries according to your re-presentmentinstructions. We debit your account for final returns and offer reporting of thereturned items through our standard returned item reporting options.

In compliance with NACHA rnles, we retain images of checks that areconverted into electronic return entries for seven years from the settlementdate.

Online imagesAs shown in the following image, you can access images of returned items thenext business day after we receive the items. Images are available for up to180 days.


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(c) Can the bank provide online access to electronic images (front andback) of returned items to the city? How soon after the item isreturned are the images available?

Yes. Images of returned items are available online the next business day afterbeing returned and are available for up to 180 days. Ifyou enroll in ourReturned Item Decisioning service, you can view images of returned items thesame day Wells Fargo receives them.

Your system administrator can assign user authorizations to restrict access byaccount number. Therefore, to restrict access by location would require thateach location have a separate account or subaccount (ifyou use oursubaccounting service).

Authorized users can receive an email notification when we process returneditems or when items are available for decisioning. The email prompts a userto sign on to the system and then view or decision returned items.

Below is a screen shot of our returned items image viewer.

Returned items image viewer

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10. Positive pay

(a) Describe any specified transmission methods required by the bank?

We offer two options for providing your issue files to us:

• Transmit check issue information to us through one of our secure filetransfer protocols

• Upload check issue information using our online fraud managementsolution

(b) What is the deadline for the transmission ofcheck data or issuanceinformation to the bank?

Ifwe receive your check issue file prior to 8:00 p.m. PT, we'll update yourcheck issue information in our system that day. This helps ensure that wehave the most recent check issue information to compare with checkspresented for payment.

To avoid exceptions, you should not distribute checks prior to the issue date.Ifyou send a future-dated issue record, that information will not be availablefor positive pay until the morning of the issue date.

(c) How frequently can transmission files be uploaded to the bank for theissuance ofadditional checks and/or recently voided items? Is there alimit to the number offiles per day?

We accept issue files 24 hours a day, 7 days a week. Ifwe receive your fileprior to 8:00 p.m. PT, we process it and update your issue information beforewe update the system with checks presented for payment that night. Weupdate your check register information more than 50 times a day, seven daysa week. We capture your positive pay issue files every 15 minutes, from 6:00a.m. to 8:00 p.m. PT.

You can transmit multiple issue files to us on the same day.

(d) Does the bank offer the ability to manually enter single checkdisbursements used during the day?

The City can send manual check issues and deletes using our online fraudmanagement solution. You can update your check issue records 24 hours aday, 7 days a week.

(e) How will the City be notified of exceptions or rejected items? What isthe procedure and timeline for paying or returning exception items?

Our prior day positive pay service compares checks posted to your account forpayment to the check issue information you provide us. We review all positivepay exceptions and we reverse checks that we can correct, such as encodingerrors, and repost them on the following business day. This feature saves youtime and money because we research and resolve the majority ofyourexception items for you.

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You'll receive next-day exception reporting with check images by 2:00 p.m.PT.

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Post Date02I2312OXX

Edit Item Pay .. Return" No Action

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Create a check issue recordWe do not automatically add exceptions to your check issue file. However,you are presented with the option to easily add exceptions to your issue file,with the click of a button, after approving them.

(f) Does the bank provide online check imaging so that the City canreview exception items electronically?

Yes. Please see response to (g) above.

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11. Stop payments(a) Can stop payments be placed online?

Yes. You have two ways to submit stop payment orders: online through ourStops-Images-Search service or by including it on your ARP issue filetransmission.

With both methods, you can send stop payment requests 24 hours a day, 7days a week. We'll process them in real time without manual intervention.You can make a request as late as 6:00 p.m. PT and still receive same-dayposting.

Before the system accepts a stop payment order, it automatically verifies theprevious 180 days of paid check history to determine if the check has alreadybeen paid. Stop payments remain in effect for six months.

(b) How long will the stop payment remain in effect?

During the implementation process, you can elect to use our Stop Renewalservice, which lets you extend a stop payment for up to six years (in 12-monthincrements), predetermine a dollar threshold for automatic stop paymentrenewal, and limit the number of times a stop payment is automaticallyrenewed. You can also individually renew a stop payment on an as-neededbasis online.

You can place stop payments on a maximum of 20 checks at one time. Forbulk stop payment instructions greater than 20, our Treasury ManagementClient Services team will assist you in having them put in place.

(c) Can stop payments be automatically renewed? If so, for how long?

Yes. Please see response (b) above.

(d) What is the fee for each stop payment and renewal?

Fees are included in the pricing proposal in Appendix A of this response.


12. Wires and ACH processing

(c) What ACH file transmission options are available?

You can c1lOose from a variety of methods for transmitting your ACH files. Wedescribe each option below.

Internet protocolsOur internet protocol transmission methods offer you secure and efficientways to exchange data.

CEO portal application folder accessYou can send your transmission through our CEO portal, where you canaccess all ofyour online applications.

(a) Describe the bank's online transfer capabilities including the abilityto create and store repetitive wire templates and to create futuredated wires.

Yes. You can create a repetitive wire transfer template when inputting a freeform wire through our online wire transfer service.

(b) What is the cut offtime for same day wire transfers?

The following table includes the opening times and cutoff times - by transfertype - for same-day execution of initiated wires. The same times apply for allof our wire transfer initiation methods, including the internet, mobile service,file transmission, and telephone service.

Securjty and en~rYPtion ~ Added feat~res ,- ~ -

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• Easily manage user access tofiles with our online usermanagement tool

• Issue and renew dig'ltalcertificates

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• Multi-factor authentication

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• 128·bit S5L encryption

Protocol

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Federal tax payments

Fedwire Inter-district

Book transfer/internal

Fedwlre intra-district

International SWIFT

Drawdown request

Wire type

Wells Fargo direct transmission URL accessWith our automated transmissions protocol options, you can:


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• Schedule sessions to connect automatically to send or receive files• Automatically receive outbound files from Wells Fargo as they become

available

Optional value-added servicesAs part of our internet protocol transmission methods, you can choose to useseveral services at no additional charge.

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lncrease the security and Choose to receive notifications (andconfidentiality of your data with PGP which staff receive them) to helpencryption* monitor when:Name your files to match your A file was not receivedinternal systems for quick An unexpected file was receivedidentification and reference A zero-byte file was received

IReduce risks with automatic scans of A file is available for downloadall inbound and outbound files forI viruses and malware An available file is nearing purge

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Connect:Direct (NDM) secure proxyIfyou have a large transmission volume and need to connect directly to ourmainframe environment from your environment, you may want to use thismethod.

SWIFf FileActIfyou have chosen to use SWIFT as your transmission option, we support theSWIFT FileAct Real-Time service.

SWIFT uses high levels of advanced encryption and authenticationtechnology.

Please contact your SWIFT representative for additional information aboutjoining SWIFT or visit swift.com/corporates.

(d) Can two separate ACH files be transferred on the same day?

Yes. There are no Wells Fargo system limitations on the timing between filesubmissions; however, we do recommend that you wait for confirmation ofyour file transmission before sending another file.

(e) What are the transmission deadlines for ACH files?

The following table includes cutoff times for day cycle, night cycle, and sameday book transfers.

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(f) Can ACH payments be initiated online?

Yes. Ifyou want to originate domestic ACH transactions without having tocreate your own NACHA-formatted files - and gain the flexibility to make taxand other payments online - this service is the best option for you. Once youbuild a template based on the payment type, it is quick and easy to createACH transactions and send them to Wells Fargo for processing.

You can choose the types ofACH transactions you want to initiate from thefollowing payment types:

• Payroll and consumer debits and credits (PPD)• Vendor payments (CCD)• Federal and state tax payments (CCD+)• Cash concentration and disbursements (CCD)• Internet- or telephone-initiated consumer debits (WEB and TEL)• Re-presented check entries (RCK)• Corporate Trade Exchange (credit only CfX)• Child support payments (CCD+)• Destroyed check entries (XCK)

(g) Describe the bank's security system in general and how it will guardagainst unauthorized ACH debits to the City's account, describe howthe transactions would be resolved.

The ACH system is one of the most efficient and cost-effective ways totransfer funds, but it's critical that appropriate measures are in place toprotect you against unauthorized transactions. You can choose from threeoptions to protect your checking and savings accounts.

Review transactions and decide if you want them returnedWith our review option, you can preauthorize ACH transactions to post toyour account. We then notify you of any that are not preauthorized; youreview those and notify us whether you want them paid or returned. Whenyou tell us to return one, we create a reversing adjustment and return it asunauthorized.

You can request that we report:

• All ACH transactions posted to your account• All ACH transactions that exceed a predetermined dollar amount

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• ACH credit transactions only, or ACH debit transactions only• ACH credit transactions or ACH debit transactions that exceed a

predetermined dollar amount• ACH credit transactions or ACH debit transactions outside a specified date

range• ACH credit transactions or ACH debit transactions that exceed a specified

maximum number of occurrences

Ifyou do not make a payor return decision on an item by the specifieddeadline, the item is automatically paid or returned based on the defaultaction you select during implementation.

Stop unauthorized transactions automaticallyWith our stop option, we automatically return transactions that you have notpreauthorized and process all that you have preauthorized.

You can request that we:

• Stop and return all ACH transactions• Stop and return all ACH transactions that exceed a predetermined dollar

amount• Stop and return all ACH credit transactions only, or ACH debit transactions

only• Stop and return ACH credit transactions or ACH debit transactions outside

a predetermined dollar range• Stop and return all ACH credit transactions or ACH debit transactions

outside a specified date range• Stop and return all ACH credit transactions or ACH debit transactions that

exceed a specified maximum number ofoccurrences

Monitor converted check entriesOur Echeck option helps you monitor converted check entries for businesssized checks that have an auxiliary on-us field in the MICR line. This serviceincludes Echeck Post and Echeck Stop options for accounts receivable check(ARC) and back office conversion (BOC), and point-of-purchase (POP)transactions.

EcheckPostIfyou use this option in conjunction with our positive pay service, you havethe opportunity to see unmatched items that will post to your account, so youcan decide to pay them or return them using our online Image Positive Payservice.

Ifyou use this option with our Perfect Presentment® service, the ACHconverted check will not be matched against your check issue records.

Echeck StopIfyou choose this option, we will automatically stop all ineligible itemsinadvertently converted before they post to your account.


13. Merchant card services

(b) Provide a detailed rate and fee structure with breakdown ofall fees,including bank and association charges.

We have included our merchant services proposal in Appendix B of thisresponse.

(c) What type of online reporting services do you provide?

Getting the information you need when you need it, is important to manybusinesses like yours. That's why you can access your payments-related dataquickly and easily with our online merchant reporting tool, BusinessTrack®.From any internet-based PC, you can access and analyze transaction detail for

Further, Wells Fargo Merchant Services has Value Added Reseller (VAR)relationships with more than 200 vendors providing a broad variety ofprocessing products and services to meet almost any ofyour paymentprocessing needs.

We provide processing for credit and debit cards, PIN-based debit, checkverification, gift cards, and other payment services for any sized business.Today, we serve approximately 180,000 customers located in every state inthe U.S. and we process more than $248 billion in credit and debit card salesvolume.

More than 1,100 team members across the United States service ourmerchant customers in roles including, but not limited to, sales, operations,and relationship management. Each team member is dedicated tounderstanding the merchant environment and to meeting the needs of everymerchant and customer.

The City currently accepts credit card payment at the front counter,utilizing three separate terminals for payment ofutility services.

(a) Please provide a detailed description ofthe entire merchant card processwithin your institution. Is the program housed through a third partyvendor? Ifso, please explain.

Wells Fargo has been processing card transactions since 1976. In 1993 WellsFargo and First Data Merchant Services (FDMS) joined to create Wells FargoMerchant Services, LLC (Wells Fargo Merchant Services) as a merchantacquirer, offering completely integrated processing. We are not a directprocessor or an ISO.

Our authorization system supports point-of-sale, online, and mobilepayments as well as a wide range of communication interfaces, includingMPLS, VPN, satellite, dial-up, internet, and wireless. We own and manage theend-to-end transaction delivery network, supporting more than 2.8 billioncredit and debit transactions each year. With us, you authorize and settle yourtransactions using a comprehensive authorization system that provides a fast,reliable, and fully redundant solution for all of your electronic paymenttransactions.

31Wells Fargo Bank, N.A.

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all card types, conduct sales audits, manage processing fees, reconcile yourchecking account, investigate chargebacks, protect against losses, viewhistorical information for analysis, and manage cash flow.

Reports availablePlease refer to the following chart for some of the most popular standardreports.

How it worksRather than waiting for a report, you conduct the analysis that suits you,exactly when you need it. The City can select from more than 100 availablereports or create your own by choosing which fields to include, from acomprehensive database that includes the processing of gift cards, checks,and all credit, debit, and Electronic Benefits Transfer (EBT) cardtransactions. You decide what information you need to manage yourbusiness.

You can receive reports directly to a fax machine or an email box in variousfile formats (PDF, DOC, XLS, and CSV) and can schedule them to arrive daily,weekly, monthly, quarterly, or annually.

Features• Standardized, web-based reports that give you access virtually any time to

payment processing information• Dashboard view for a snapshot of essential processing information,

including recently posted transactions, funded transactions, and fees• Detailed reports for drilling down into specific locations, transaction types,

adjustments, and more• Summary information for up to 25 months• Query builder to construct reports based on selected fields, across selected

merchant locations

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Report name

Sales Audit

Checking Account Reconciliation

Chargeback Investigation

Media Retrieval Tracking

Interchange Rate Analysis

Historical Trend Analysis

Cardholder/Customer Inquiries

Fraud Investigation

- - - - - ---

Description

Reconcile the amount submitted with theamount processed

Reconcile the amount processed with theamount funded to the deposit account

Investigate chargebacks and identify rootcauses to help reduce the frequency andcost of future cha rgebacks

Reporting and tracking to help you stay incompliance

Identify transactions with higherprocessing costs

Measure financial and operationalperformance

Research suspicious cardholder activity

Research suspicious cardholder activity

32

33

9:00 p.m.

6:00 p.m.

6:00 p.m.

9:00 p.m.

11:00 p.m. Iact Ie

Latest transmission time(P T)

FOI Global__.. .....L . ••

PayPal PayFlow Pro on Nashville

CardNet

• Reporting that can be emailed or faxed wherever you need• Credit, debit, and gift card activity summaries for any selected time period• Dispute reporting to help you manage chargeback and retrieval expenses

Help your organization• Access payment processing information 24 hours a day, 365 days a year• Reduce calls to customer service departments• Drill down into funding events and reconcile total sales• Create reports and schedule their distribution

You can visit www.BusinessTrack.comforanonlinetour.

11:00 p.m.~-----------l-------------------:

9:00 p.m.

PayPal PayFlow Pro on CardNet~~-----------l._._.._.._--.-._.

PayPal PayFlow Link Gateway onCardNet~::':":':";':;:'--------+----_._----------i

Nashville

The latest time for settlement of closed batches for dial-up solutions isn:00p.m. PT.

Wells Fargo Merchant Services will transmit settlement files to:

American Express 8:00 a.m.1---------------1.------------,

Discover Network* 2:00 a.m. I.._.________ and 3:00 a.m..:....

""Diners and lee settlement files are processed through Discover Network.

PayPal PayFlow Link Gateway on INashville~-----------+--._------_._----

Authorize.net Gateway on I' 3:00 p.m.Nashviller-.:.:==~-=----------l--------.------{


(d) Discuss clearing time between deposit and posting to the City's mainchecking account.

You can transmit settlement files at any time. To receive next business dayfunding to your Wells Fargo account, you must transmit settlement files bythe established cutoff times.

In the following table, we list the latest time that you can transmit Visa® andMasterCard® sales transactions in order to meet the settlement times.

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When you process transactions with Wells Fargo Merchant Services, allinformation between your systems and our data center server is encryptedusing Secure Socket Layer 3.

Wells Fargo Merchant Services maintains the following security features:

• Comprehensive firewall and packet-monitoring at all connection points• Intrusion detection system monitoring at all connection points• Intrusion detection software installed on internal servers• Extensive physical security around all our servers• Hardened servers per stringent standards (unused ports closed, no unused

modules or features installed)• Compliance with the Payment Networks' Payment Card Industry standards

(PCI, CISP, SDP)

Wells Fargo Merchant Services has never experienced a data or securitybreach.

(t) Describe Payment Card Industry (PCI) data security standardcompliance and liability.

Wells Fargo Merchant Services is PCI DSS compliant as a merchant acquirer.A Qualified Security Assessor (QSA) has validated all subcontractors andthird-party card processing partners, as Payment Card Industry Data SecurityStandards (PCI DSS) compliant. You can confirm a specific provider's PCIDSS validation on the Visa® list available at www.visa.com/cisp.

As a consultative partner, we provide you with information and resources tohelp ensure that you meet all requirements for Payment Card Industry DataSecurity Standards (PCI DSS). The way you process transactions and theequipment you use plays a large role in managing the scope ofyour PCI DSScompliance efforts.

By implementing a data encryption solution, like TransArmor®, you maysimplify your PCI compliance by removing sensitive card data from yoursystem and you can encrypt your transaction processing information. Whenthe information is sent back to you, a token (substitute) number replaces yourcustomer's account number.

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With this solution, card data is not stored at your business; therefore, there'sless data in your records. Removing sensitive card data from your merchantsystems removes it from the Payment Card Industry (PCI) scope. This meansyour time and cost of PCI compliance may be significantly reduced, so youcan spend less time worrying about security compliance and more timerunning your business.

There is a $25.00 non-compliance fee assessed only for MIDs that are not PCIcompliant. Assuming that all SAQs are submitted with a passing status, thereis no cost associated with maintaining PCI compliance or complianceconsultation.


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(g) Discuss your chargeback policy.

Once you receive a chargeback advice request, you have 20 calendar days tofax a clear and legible copy of the sales record. Ifyou've already issued acredit, you must respond to the chargeback notice by sending a copy of thecredit record, including the date and the amount that the cardholder accountwas credited. To dispute a chargeback, you must provide a clear copy of thesales order showing:

• Date of original sale or credit• Cardholder's account number and name• Description of goods and services• Total amount of the sale• Total amount of the chargeback• Date of authorization and approval code• Dated cover letter detailing the reasons for requesting a review of the

chargeback• Supporting documentation such as an Address Verification Service CAVS)

code, delivery confirmation, or any correspondence with the cardholder

Ifthe documentation is received within reversal time frames and the disputewarrants a reversal of the chargeback to the card issuer, we will return theitem to the card issuer, and your account will be credited.

You can work with your merchant services relationship manager for help withmanaging chargebacks. You will receive guidance and support in managingand collecting the correct paperwork needed for chargeback reversals anddispute resolutions.


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14. Implementation plan and costsThe City requires a smooth and low cost transition to a new bank.

(a) Please describe the bank's plan to implement the proposed services andto ensure a smooth, error free conversion.

We approach implementations as a partnership, and our experienced teamworks closely with the City through every step ofyour transition to WellsFargo. Your assigned implementation consultant works with internal bankpartners and your staff to define and document requirements and determineour approach.

Our implementation team members will meet with the City; together, we'lldiscuss and document presumptions, issues, and questions both parties have,and follow up with further meetings. We'll determine timelines for specificproducts and the responsibilities involved in meeting deadlines.

Depending on service needs, the City builds transmission files, creates testchecks, and completes related tasks. Wells Fargo then builds your services onthe product platforms. Will we assign a dedicated transmission specialist tohelp you in the testing of input and output file formats.

Once testing is complete, your agreement is required to move anytransmission services into the production environment.

Well Fargo stays engaged with you throughout your implementation andongoing through our relationship.

Welcome packageYou'll receive a welcome package that provides logon instructions, logon IDs,and user and reference gnides to assist with individual product setup.

TestingTogether, we'll monitor your first transmissions, first transmission filepostings, and other new transactions to quickly identify any issues and assistyou in taking corrective actions.

TrainingYour staff can attend ouline training sessions that explain how to use yournew banking services.

Customer serviceWe ensure that our client service officers understand your account structureand services - from your perspective.

Treasury Management Client Services representatives are available Mondaythrough Friday from4:00 a.m. to 7:00 p.m. PT and Saturday from 6:00 a.m.to 4:00 p.m. PT.

Ifyou'd like, you can leave a voice mail and we'll return your call within twohours or right away the next morning. You also have the option to leave avoice mail 24 hours a day, 7 days a week or to send an email.


(b) Please detail all costs associated with the conversion ofall the newservices.

Pricing is included in Appendix A of this response.

(c) Indicate the bank'splan for educating and training City employeesin the use ofyourbank's systems. Will the bank provide on-sitetraining for City personnel for all of the services reqnired?

Because the services we offer are so easy to use, on-site training is not needed.Most of our services offer features that are available through our CEOinternet portal; there is no charge for training on these features.

Training on the CEO portal is available to the City during all phases ofyourimplementation, including during your decision-making process, and ongoingthroughout your relationship with Wells Fargo.

The portal includes access to product demos (a screen shot is shown below),and your staff can access tutorials and sign up for webinars taught by trainedproduct experts. User gnides and answers to frequently asked questions arealso easily found on the site.


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We supply on-demand, pre-recorded modules online. This approach offersflexibility, so your staff can train when it is most convenient for them.Tutorials are especially useful for training new hires or for individuals

Online securihrEO portal l,,,relcumf; Tow~View all site HelpTreaslw I,JanagemSD! 8H~ice Rescriptions

Frequently Asked Questions about the CEcf£ portal

Sjon cn- using IDs and oassvVQrds;isf"m an::! brovo'<:§! requirementsUser access authorization and enrollment

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learning a new job. These audio and visual recordings are available 24 hours aday, 7 days a week.

Webinars are instructor-led; your staff dial in to a conference call and followan interactive online presentation. Attendees can ask questions of theinstructor, find solutions to their specific issues, and chat with other users.

During the setup ofyour services, your implementation consultant will putyou in touch with our technical experts whenever you need them.

While we provide our training tools online, after your implementation iscomplete, Treasury Management Client Services will always be available tohelp your staffwith questions about your new banking services. OurTechnical Support Group is available to assist with technical issues that ClientServices may not be able to resolve.


15. Statements, reconciliations, and reporting

(b) What type of indexing capabilities are available to locate checks fromprior months?

During image processing, we capture and index eight fields. You can useinformation from these fields to search for items through our online portal.

The following example shows the search criteria you will use to locate a checkimage.

SUrch for teems

* Required field W For more IDfomlation

5eatth For:'" IPosted Items .... 1 i..{ MillalOefillUltW

Accounts: .,. I II Filled .cl!m oAc:c:olUIbSe~

0 Account Number _nt..... .........-0 XX6109 ALPHA LOAD 109 XXXXXOO19

0 XXXXXX6860 BETAMARlBMl XXXXX0248

0 XXXXXXXXX0242 GAMMA UNOEAGC XXXXX0248

posmg Date or Date Range: * 1111D5f20XX II1iilil " lo.ro8l2oxx II1iilil W (Up to seven yun; in the past)

Type (BAl) COde: I !lole<t- ..... 1 ffl

Ched: I Customer Rat Number: I I [i]

Amount Of Amount Range: I I '" I I [i]

Item 5eq\IenCe Number: I I [ij

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Our online portal doesn't allow for user defined indices.

39

Business days after 1 Business days after

ble onlinecutoff: ! cutoffmailed ; availa,

DDA statements 3 days 1 day

Full reconciliation statement andreports

Month-end cutoff 6 days 4 daysNon-month-end cutoff 4 days 4 days

Partial reconciliation statement

JldayMonth-end cutoff 2 daysNon-month-end cutoff 1 day 1 day


(a) How soon after the cutoff date will statements be ready?

The following table lists the mailing dates and online availability ofstatements and reconciliation reports.

[Service option

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(c) Are electronic images stored on the bank's online reporting system andfor how long? Ifso, how does the bank charge for these services?

We maintain an archive of images for at least seven years.

(d) Please describe the bank's online information reporting system andthe types of reports that are available.

Online reportingOur Treasury Information Reporting service delivers online, customizableinformation reporting for all your account activity. With a single sign-on, youcan view, print, or download your balances and transactions - and viewcheck images on select reports - for review in minutes.

You can choose from a number of standard reports that provide current andprevious day information, including comprehensive balance, summary, andtransaction detail, as well as reports on specific transaction types.

Reports can be downloaded as needed into your accounting, treasuryworkstation, or spreadsheet applications. Download and viewing options varyby report, but can include BAI V2, CSV, Excel, HTML, and PDF.

Current dayOur current day (intraday) reporting includes the following transaction types:incoming and outgoing domestic and international wire transfer, ACH debitsand credits, controlled disbursement summary and detail, lockbox depositswith availability, lockbox detail, and cash letter deposits with availability.

Our standard storage provides access to seven calendar days ofhistory. Wealso offer optional extended storage of30, 60, or 90 calendar days.

We update current day information mnltiple times throughout the day. Wereport transactions that post, and we update current ledger and availablebalances, on a real-time basis; the exact times depend on the specifictransaction.

Previous dayOur previous day reporting includes all transaction types that post to youraccounts. Our standard storage provides access to seven calendar days ofhistory. We also offer optional extended storage of30,60,90, or 120 calendardays.

We update previous day information reporting by 3:30 a.m. PT each bankingday.

MobileIfyou need to view reports while you are on the go and away from your desk,we offer a mobile service as an extension of our single sign-on portal. Wedesigned our mobile reports specifically for viewing on the small screens ofmobile devices. We extract key information from the reports, includingintraday and previous day summary and detail account information, andpresent it to you for easy viewing.

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AlertsEvent messaging is an optional service that complements our onlineinformation reporting service. You can receive critical information alerts byemail, fax, or text message about:

• ACH received and return activity• Controlled disbursement totals• Incoming and outgoing wires• Intraday balances• Positive pay exception activity• Returned items• Unauthorized incoming ACH transactionsBased on your direction, we can notify you immediately, once every hour,once every two hours, once a day, or twice a day.

(e) Are there any limits on the number ofCity users that can access thebank's online website and levels ofauthorization?

No. There is no limit on number of users.

AdministrationYou can easily add, disable, and delete users and perform otheradministrative functions online. You can structure authorization controls tomeet the City's needs and risk management requirements.

Your designated administrator can:

• Set up and maintain user access to the portal• Create user groups, and restrict user access to services for better control• Set up multiple users with similar access levels at the same time• Reset passwords• Delete or disable former employees or employees who are on leave or

vacation

({) What current day information is available through the reportingsystem?

The City can access current day information reporting through our onlinereporting and Direct BAI file transfer services.

Online reportingYou need current information about your accounts in order to help you maketimely business decisions. Wells Fargo updates current day (intraday)information multiple times throughout the day. We report transactions thatpost, and we update current ledger and available balances, on a real-timebasis; the exact times depend on the specific transaction.

Wells Fargo regularly monitors the status of our online reporting service. Onthe home page of our portal is a legend that shows the current status of ourreporting system.


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If there is a service interruption, we update the system as soon as possible typically within 15 minutes - and post updates to describe the problem andprovide expected system availability.

For your accounts with other banks, the Multibank Status report detailswhich ofyour accounts has available previous day information for a givenday, and the reporting time. For some foreign bank accounts, we don't alwaysreceive notification on days when there was no new activity on the account. Inthose instances, we update and roll forward the previous day balances.

We report the following transaction types through our intraday reporting:incoming and outgoing domestic and international wire transfers, ACH debitsand credits, controlled disbursement summary and detail, lockbox depositswith availability, lockbox detail, and cash letter deposits with availability.

The Intraday Composite report is one of our most commonly used current dayreports. It provides balance, summary, and detailed transaction information,updated on a real-time basis.


WeIls Fargo Bank, N.A.

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We offer several additional intraday reports to the City.

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Ilntraday Position

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(g) Can electronic reports be custom tailored for the end user? Is therean additional charge?

Yes. The City has the option of customizing reports for one-time use andcustomizing and saving report templates for reuse.

You can use the customization options of our online reporting service so thatonly the data you need appears on the selected report. Specific customizationoptions vary within each report as indicated in the following table. Optionsinclude:


-Description

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I balances and total debits and credits. II

Wire Transfer Detail Lists comprehensive current day memo~

posted detail for all outgoing and incomingwires, grouped by type: book transfers,domestic wires, and international wires.

ACH Origination Provides summary information by ACHcustomer !D for ACH files you submit forprocessing, details on transactions we acceptor reject, CNotes (file confirmations), pre-edit rejects, and end-of-day rejects. --

ACH Receive Details all ACH transactions we receive thatwill post to your account at the end of thecurrent day.

ACH Return/NOC Details information by ACH customer ID forall ACH returns.

EDI Payment Detail Provides ACH and ED! payment data and ED!remittance information in a comprehensiveformat.

Controlled Disbursement Shows a summary of the current day'sSummary presentment totals and adjustment activity.

Controlled Disbursement Detail Provides controlled disbursement transactiondetail and location subtotals for each accountyou select.

Lockbox Availability lists summary-level information for lockboxdeposits, including float, on an intradaybasis.

Lockbox Detail Provides remitter information aboutpayments you receive within a lockboxdeposit.

Intraday Return Item Detail Offers detailed information on checks thatare going to be charged back to a customer'saccount for reasons such as non-sufficientfunds or stopped payment.

Cash Letter Details funds availability information on pre-

Iencoded check deposits.

Deposit Detail Lists all electronically made deposits.

E-Box Allows you to review and post payments thatoriginate through an online bill pay service.

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- - - .Option Description

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1Report format Select to view the report in HTML or PDF ordownload the report in BAI V2, CSV, or Excel. Notall format options are available for all reports. I_. ._-'

Data columns Reorder columns of data on reports that offer thisfeature when you view and download reports inCSV and Excel formats. ----_._-

IAccounts Select which accounts you want to view.

Currency Filter your report by the three-digit currency code Ion reports that offer this feature.

Relative date or date range Specify a date or range of dates for previous dayand intraday reports. ----. ,

Time range filter View transactions on your intraday reports that Iposted since the last time you retrieved thereport.

-Balances, Summaries, and Choose all three or any combination of the threeTransactions when customizing your Previous Day Composite

and Intraday Composite reports. __JWhen you save templates for future use, they appear on the My Reports pagefor immediate access every time you sign on. You can create, name, and saveup to 100 customized report templates. You can modify the templates at anytime. Ifyou do not use a template for a year, Treasury Information Reportingautomatically deletes it from the My Reports page.

(h) How many business days ofbalance history are stored on thereporting system for previous day and current day reporting?

We offer standard storage of seven calendar days for current day information.For an additional fee, we can provide storage timeframes of 30, 60, or 90calendar days.


16. Earnings credit rates(a) Does the City have the option ofcompensating the bank on either a fee or

balance basis? If so, what is the difference in price?

Yes. We accept compensation in fees, balances, or a combination of the two.The same price schedule applies, regardless of compensation method.

(b) How is your bank's earnings credit determined, adjnsted, and applied?

We use the following formula to calculate the earning allowance:

(Investable balance (also called average positive daily collected balance)) x (calendar days inthe month) x (ECR) + actual number of days in the year

(C) Can excess earnings credit be carried over to a subsequent billingperiod? If so, how many periods?

We don't carry forward your excess balances beyond your monthly settlementperiod.

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17. Account analysis statement(a) Please provide a sample analysis statement. How soon after the

month end is the analysis statement mailed or readily availableonline?

Your analysis statement is available electronically on the sixth business day ofthe month following the close of the biIling period.

We mail paper analysis statements six to eight business days after the close ofthe billing period.

We have included a sample statement in Appendix C of this response.

(b) Will the bank pass on the FDIC charges to the City? Ifso, how are thesecharges computed?

No. There is no fee for FDIC insurance. However, we do charge a recoupmentfee to recover a portion of an assessment from the Financing Corporation(FICO). Wells Fargo is subject to this assessment (related to the savings andloan bailout) through 2017. The monthly rate may change on a quarterlybasis.

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The charge is the monthly rate per $1,000 ofyour positive average ledgerbalance for the month. Your account analysis statement will detail this fee asan individual charge.


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18. Overdrafts(a) Describe the bank's policy on overdraft protection?

We charge for both overdrafts and for the use ofuncollected funds.

We calculate the rate for uncollected funds based on our prime borrowingrate. The formula for this fee is:

(average daily negative collected balance x overdraft rate x days in period) + (360)

We can offset these fees (overdraft and uncollected funds) by the earningscredit allowance. Your relationship manager will set overdraft fees on a peritem basis. We do not charge for daylight overdrafts.

(b) What are the fees associated with overdrafts?

The fee is $35.00.

Wells Fargo Bank, N-A. 48

19. Pricing and account analysis(a) Please provide a complete fee schedule for all ofthe services

described in the proposal. Fees related to all services described in theproposal must be listed. Also, include anyone-time or set up fees,research fees, minimum fees, or all other fees that will be charged.Include any incentives or price break offered based on volume orother measures.

We have included a fee schedule in Appendix A of this response.

(b) Is the bank willing to guarantee the proposed fees for the entire term ofthe contract (5 years)? Ifnot, how long are the fees guaranteed?

Contract prices will be guaranteed for the five-year term of the contact.

~erchantservices

The fees for services are based upon assumptions associated with theanticipated annual volume and average transaction size for all services as setforth in our Program Guide and your method of doing business. If the actualvolume or average transaction size are not as expected or ifyou significantlyalter your method of doing business, we may adjust your fees for serviceswithout prior notice. Additionally, the fees for services set forth in ourProgram Guide may be adjusted to reflect increases or new fees imposed byCard Organizations, including without limitation, interchange, assessmentsand other Card Organization fees, or to pass through increases or new feescharged to us by third parties related to the services. All such adjustmentsshall be your responsibility to pay and shall become effective upon the dateany such change or addition is implemented by the applicable CardOrganization or third party as specified in our notice to you.

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Wells Fargo Bank, NA Member FDIC 49

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Pricing

Pricing is included under separate cover.

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Merchant services pricing

Pricing is included under separate cover.

Contact us

Sample Client Analysis Statement

Together we'll go far

92(1,197.50

92,019.75828, 177.75

3,826."17,550.00

continued

II

$

Otficer; Henry WellsPhone No: 123-455-7890

WELLS FARGO BANK, NA123 MAIN 51ANYTOWN, USA 98765

···010.00%

........ 05.44%;.

JlI1uary, 20XX

ABC COmpany987 Main StreetCity, USA 12345-6789

Analysis SummaryAverage Podive Collected BalanceR8$etVeRe~temert .Investable Balance Avaihble b" ServicesEerrings .AUO'M!'lCl!l ' .ClATent Morth MalYled Cherges

Client Analysis StatementRelationship Summary

Treasury Management

Account analysis

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Balance Summary

Account MJmber Accourt N8"rle000.,234567 ABC Conpany

'Indicates bilhg !Iccourt

Av.,.goCoIJ:ctea920,100

AverageDaly NelFtwe

ColectecJSelViceCho,,.

13,550,00

Trend Analysis

Average /.Edger Average Pr:xsitNe fnvestable 8a/9Me Earning:;Alo,," B8Iafl(;e Collected BtlJ<nce Avaiatle fa SeMce6 Oed~Rete

AUG 20XX 920,196 920,196 82a.r78 5.44%OCT 2O}(X 920,100 9211,198 828,1'78 5.44%A_... 920,198 920,198 828,178

Eami~3 Fee-Baf>eeJ AIl9.o/Zed MontflJjAlo,," Afbwarre ""-- Cho'"", PostbnAUG20XX 3,826 0 " 3,761OCT 2O)(X 3,826 6,000 7.550 (3,7.(4)

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ABC123BOC234COE345

01 0000 Zero BllIance Master AClXIurt Mllr'lt01 0000 .accountMairtenonoe

01 0000 DDA S1a!emert

2m"" AsFOUr! Sf!n:Ises

Unt Price511.0000015.000002{I.DOOOO

TotalAn~ Charues

'Total Fee Based Charges

Total Savice Charges

T .. 5ervIce SUbjed to 5aJes Tax

Voftme

1-005DO.1XI300.00

SeNke""",,..50.00

7,5DO.oO T6,000.00 "T

"......7............

13,550.00

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Balance Adjustments

ACfustrrert No. Of Cll&ngeinAverageAccOO'lt NurrtJer Tramaction Date Correction oste Amount Dws OJ~ted Bafarre QeM$tiOn

ABC 000-1234567 01IXXIXX O1IX)(J)(X 15,000.00 8 3,870.97

ACCOunt Totill 3,87OS7GllIld Total 3,810.97

Nett: Cuslometmll$ eX8I1linc tl'is $UIlemert ond report to BlInk any dOim tlr ~di1 or reUnd v.ithirl 60 tiers Iller BIIflk Inllkesthe stlllemert lI~lIIbIe.lfBank does not receive nc:4lce of error or cbcrepllnty 't'Iiltinthistime hme,lemsOl"I the stlllemert \fIIU be deemedlo be~d

For more information on the Client Analysis Statement, contact your Wells Fargo treasury management representative.

wellsfargo.comjcom© 2014 Wells Fargo Bank, NA.All rights reserved. Member FDIC.TM·1l85 (08/14)

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Additional recommendations

WholetaiI lockboxYou can direct payments accompanied by an OCR-scannable coupon, andpayments received with non-scannable remittance documents (such as check andinvoice or check only payments) to a single lockbox at Wells Fargo for processing.

When you use our wholetaillockbox service, we'll process your payments bycombining the technological advantages of high speed retaillockbox processingwith the flexibility and data collection capabilities oflow-volume wholesalelockbox processing.

By using a lockbox to process your payments, you can accelerate funds collectionand reduce in-house processing expenses. In addition, you can meet early depositdeadlines and benefit from improved cash forecasting, including intradayavailability.

All of our sites convert paper checks to electronic transactions, which can speedcollection of returned items and can lower fraud risk and improve transactionsafety (such as exposure associated with transporting checks to a local bankingstore).

How it worksWe capture data by reading the OCR scanline of scannable coupons (you savemoney by reducing the number of manual keystrokes required to create your datatransmission file). At the same time, we provide manual data entry for paymentswith non-scannable remittance documents (you receive an integrated datatransmission file).

Our networkWells Fargo is one of the largest and most established providers oflockboxservices in the nation. We've been processing lockbox payments since 1948 andwe've offered wholetaillockbox services since 2005.

You can choose from 18 sites strategically located across the United States. Thisbroad coverage means your payments can arrive at our lockbox site - and we canbegin processing them - a day or two sooner than ifyou use a moregeographically distant site.

The following table shows the lockbox sites in our network.

I Atlanta Denver Philadelphia~-~-"-------~~-~--"'-~~"--'-<~-~-'.'-~~~--'"-"~-~-I"--~-_~ __'_"'Y"_~'_~~'_' ~'_~I

L! Baltimore j Des Moines, Iowa I Phoenix 1-~"~-~~"'---"~'--~'-"-~--'---4--~~'-------~-----"."~.__._.~_._~L~~ .. ~_., .. ~__.",_~_~. __~~~J

I Boston f Los Angeles I Portland, Ore. !r--·~-------,-""*----···--·-~~l··~-·--·"'""'···-~~·,-~~,·---··-_l-~:--·~-,--~·--~~·····---..~·.,1I Charlotte, N.C. I Minneapolis I Salt Lake City II ._'~.~.._~<~L._' ...,~_~"~~ __~I"'"~.,..........~~~--- ..~~---~~ __~_l ~~~_"~'~'~ __~_~'~_~~"<.__~;

i Chicago ! Orlando, Fla. I San FranciSCO IIL~~.~__.~._..__~. .,__!~.~. ,~'"~ . .__, .~ *.,~ .l.__~_.~ ._. ~_..._.~*_ ..__~."'.__.

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Site informationBased on the information you provided, we recommend you use our Los Angeleslockbox site.

StatisticsThe following table provides our average monthly wholetaillockbox volumesduring a recent twelve-month period.

r~'~···~_V.~.~_.~~.~..,--~~-~J Lockbox location

Ir·~nchor';e-,--·- 36

0521 . 3 I

Alaska '!"~tlanta . -----.-4;;;~0;-1·------493,7~o·:~;;r--·----;;-1 ..••---~~

BalUmore ---~-·-10;:~~~r··-·-174,55-;:007r------;;r---- _·_--;0.1.. -f·--····--·----r----·---.J-···------,·--·_·---~

Boston 12,110 I 1,856,2541 5 i 5 1

---.------~-"' -~--'---··~--·T-------·-·~~~-~~--·_,·---~~··--'--"-t---··---~~-~~··----i

Charlotte, N.C. 288,640 I 79,145,068 I 103 i 50 i-------_.__._._.._---_.._._.._-_...._--j._._-_..._.........I

" I~~iCago __._._~76+-_-.~~,9:6,156 L_._._.... ..!~ ._.._..._1'::"1

I' ::~~:r----·_L·-···:~::;~~~----·~:::;:::::H---·---~;+-.- .. --~-.i~~j~~~~i-;~:~~~]f==1I

New York I 403,216 i 827,998,294 I 50 I 35J-----·--·--r···--···----·.-.----.--···_··_····-··_··········r·······-·--·---

Orlando, Fla. . 293,707 I 118,516,015 I 104 i 63 I1·-----·-·--···-·---·--·--···········-····---····---·-········--·-·---1-·-·-·····----·,

Philadelphia I 360,367 I 635,711,869 1 120 'I 62 I[ M_ ---'''r~'~''--'--'--~~~I'~--._ ...~~_.,--. ----r-·..--~··_-·-·-··-·_-~·--·--_··-·--~--~---- ..--1

I

Phoenix i 199,546 I 126,341,247 ! 57 I 25 I

r·~'....·.."-_·.."..-....·_..-......---,·..·..-..·....·-..-....·r-....- ....-"'-'l

Portland, Ore. 26,341 I 13,837,131 I 12 I 12 ,........_-_.._.:--1 , -.- -- - -- , -.._,..Salt Lake City I 93,609 II 41,601,674 'I 33 i 25 1

-~--"-_.-.,--,._--"--~,~_._"-~-----,.- ~--"..,_ .."._--~~-_.~~~-<-,"'-_.~_ .._._..,_._...~",,-".,--""'--'~-~~'-~-",I San Francisco I 270,254 .. 274,309,608 f 38 I 33 !

I'..·----..-- -, ·--· ·..--·..·..···f - --.-~ _ ..1····..··..······..· ··, · __ · ·· ·11

Seattle I 173,607 I 114,044,030 I 27 I 16.._--~--~_._ •._--"~-~ -.__..,>-_.~--_ _~._.- _.._ .._--~~~---_._-,-_._~~~--"~"'~.~~ -.._,-,.._ _~---"---~._~-;

Deposit deadlinesWe establish deposit deadlines, in large part, to meet local clearinghousedeadlines. The table below lists our deadline(s) by site. At sites with more thanone deadline, the City can choose the time that best meet8 your internal balancereporting or transmission requirements.

We include payments we receive after your established deadline (including anypayments we process during the weekend or on a holiday), in the followingbusiness day's work.

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! Weekdays Saturday Sunday,

f~"" ~'-~".,"."~.,,.,"-,.,.-..•~~"<'.~-.>,.,.-,",'--,

1 Lockbox site

I _ ~.~ _.._.•__.__.- --I Atlanta 8:00 a.m., 11:00 a.m., 1:00 p.m., 3:00 p.m., 5:00 p.m. Ii··.------·-.-·I..--..~..--....---..-··..--··..·-···--~-· ....--·------"_.....,,,...-....---\I Baltimore 8:00 a.m., 11:00 a.m., 1:00 p.m., 3:00 p.m., 5:00 p.m. IIS;;;~~""'--- -'T~;C;-O"~-.~·':-8: 30 "~~~~;~·;o;-~~~~;"~-;oo-·~·;~···--·"'····---lI-·---·_-_.._-_..····_..__······..~-~_··_· _ -, _ -,.....~~a.r~~~_~.:_C._. _l.~~.~~a.:~.::.:-=:~~.".:n1~:.~~~~:":':~_=:~~.~~ m::--=-:~o.~:.n1: 1

I Chicago I 6:30 a.m., 8:00 a.m., 11:30 a.m., 2:30 p.m., 5:00 p.m. II·..--·"--~ ..··_..·_·_"-_·..····"..·_-_.._···_·.._--,,····~_·-"'''-,

Dallas I 7:00 a.m., 11:30 a.m., 4:00 p.m. Monday If....-- I~~~c:.~~~~.:}1.2~~~.::_4~~r:£:.':":...::~es':':~:::!;:;.~~._ _~

('_De.~~:_._._-;;;T..'.=~.:n1:~.:_~:~_a_:n1::.~O~.:.O ..~.r1l~:..:~~~.P. .. m::~:~!'~~ _..jI..~MOlne~~owa .T~~:~!.:n1::.:.'.~~.':.:-rT1: -- --".•-~_.. -_._.JL~~s Angel~S .::50."~:.10:?~_a.:.rT1.::.7~00~~__.._ .... .... _ ~~nneapolls .-1.~:~,:,n1,:,:.~.'" m::~:::."~n1::~~..~' m.::..~:_:~!. m'...__ '!I New York I 8:0~:::.n1_~:_11:00__a·ITl:' 2:00 p.m::?__:~~!.:-ITl~~~.O_!:::r':.. .._ I

"

Orlando, Fla. /;00 a.m., 11:00 a.m., 1:00 p.m., 3:00 p.m., 5:00 p.m. lI·;hi;;;d-;'~W;;-·--1-~·:O;:...;;,.:·~~~O~:;;;::-;:~;·;;;;::-3 ..:O'D;;,:;:;5;·O;;;;;:···..·..1.."[---_.__.._-_........_--_..__.._-_._..""

II Phoenix 8:00 a.m., 8:00 p.m. !.------ ----- - -- - ------- -----_..-'''1, Portland, Ore. I 9:30 a.m., 11:30 a.m., 4:00 p.m. I

~• ..__... .._ ......_ ......_ ..._ .•._ ...... ........._...........J

Salt Lake CIty I 9:00 a.m., 11:00 a.m., 2:00 p.m., 5:00 p.m. I---.-·---r----..·..--..·......-.....·......···....--..·..·-..·..--·....-I

t..~::;:n~~~~---I-:: ~~.:~~::~::~.a.:.ITl~:!-:OO.~:r1l.~...._,..... ... - ...- .... -..iL __ __ _ _ •• ...J*AII times are local.

Post office pickup scheduleThe following table lists the post office pickup schedule (in local time) for yourrecommended site.

Holiday schedules vary by location. During the implementation phase of thisproject, we'll provide you with the holiday schedule for the location or locationsyou select.

1.. --·-..........·""..·....·....·....· ....

I Post office location

1..·......··..·_....·...." ..·...._·........

Anchorage, Alaska AM !AM I AMMain Post Office 8:00 I No pickup No pickup I

I

..~tianta - .......----l·~:PiC~~~-..--_....-~ ~~~~..-·-·- .. · ....I:~!';~~~_.---·-..1

Main Post Office. 3:00,6:30,9:30 ! 3:00,6:30,9:30 i 3:00,6:30,9:30 :1 PM I PM , PM :

I I 2:00,5:30,7:30, I 2:00,5:30,7:30, I2:00,5:30,7:30, iI 11.30 i 11.30 , 11.30 ,,---" .,,-----· ·"T---".. .. ,,- - --,. - - -.. .. -- .

r Baltimore , AM I AM I AM i

IBaltimore Post Off,ce ! 1:00,4:00,9:30 i 5:30 I 5:45 '

i PM \ PM i PM i,, ..~~_._.~__ ~_~_.l_ ... >._... _~~~~~.<f." ....... o •• _ .~~~_ ....... " __ ~l.~.= ~~ ._, __ 0'__ '

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IWeekdays Saturday Sunday

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i Post office locationI

I--'---~-"---'-"'-'-"l 7:30 112:30 I 7:30 1

I~"~~~~~:~ffi~:'-l-H::::~:-l~ :~:~--11~:::---:___•__.·~__ ~.,·__~>o_~_~,,_~_~~.h~.,_ .._.__...··..~~_~~ ..~-;"".,-_.-.,~~-~-----,·-~-""~- .. f-..~--~-_._-~-~,,--,,-~--~.~,

Charlotte, N.C. . AM IAM ! AM ICharlotte ProcessIOg 1:30,3:30,5:30, i 1:30,3:30,5:30, i 1:30,3:30,5:30, ,and Distribution 8:00 i 9:00 II 9:00 II

Center PM PM , PM3:30,5:30,7:30, 13:30,9:30,11:30 I 3:30,5:30,7:30, ,9:30, 11:30! ! 9:30,11 :30 I

Chicago ---'--"7M'-"~'--"'-r~;:;-'---'-"'-"--TAM"'-'~-~'--'1

Main Post Office· 1:00,2:00,3:00,! 4:00,7:00,8:00, I 7:00,9:00,11:00 ICardiss Collins 4:00,7:00, 10:00 I 11:00 i

PM ' PM ' PM1:00,5:00,6:00, 11:00,4:00 II' 1:00,4:00,7:00,7:00,10:00,11:00 i 10:00

I"~:~~;~:t Office--T!~:~~~:~~5:3~-'l!~'~'-'-"-"'-11' 'i~:";~~"-"-"l

" •••'11:30,5:30 ! 2:30,11:30 2:30 I

I-D~er-----J.:::~~~-""-'-"-f-;~"---"-'-"--+i~""""'-"--'--~'I GMF Finance Station 1:00,3:00,5:00, I 1:00,3:00,5:00, ! 1:00,3:00,5:00, 1

7:00 ! 7:00 17:00 IPM 1 PM PM I

-_..__.._--,-_._-j_..No_~~:~~!?._ _._1.t:J~.p~,,~~p___._ L~~.':':~~~ ._JDes Moines, Iowa AM . . 'I AM . ' IAM. IMaIO Postal FaCility 5.00,7.00,7.15, " 5,00,10.00 I 6,00,9.00 I

8:00,8:15,9:00, . I9: 15, 10: 15 IPM PM PM5:00 I No pickup I No pickup ,I- -----j ..._-.......__...'!-_._-....._ ...._._-,~._....__..._.._ .....-,

'I Los Angeles AM i AM I AM IMain Postal Facility 12:00,2:00,4:00, ',; 12:40,2:00,4:00, ,1 :30,3:30, 5:45, ,

6,00,8.00, 11.00 ,6.00,8.00, 11.00 ,8,45,9,45 I, J PM 1 PM I PM '1I No pickup 1 No pickup No pickup

r~i.n;a~~i~~essin~·~~~-::~~:::·~~~~ ..· ..I :~o--'''-'''-----r ~~o-- ....·....·-..····1

Iand Distribution 9: 00 ! f ':Center I PM i PM I PM i

r-;;~eapolis _"'_"_~I'~~O"' "_'~+::~,I·,,~~~·· ..·· ..·.__·TI_::~i~U~__ ._<. __ jMinneapolis Post 12:30,2:30,4:30, \ 12:30,5:00 No pickup IIOffice I 6:00,9:30! I I

l. . ll_~~o~_~~:~~__<....._J.:~Pickup_._.._.•JJ~~o::~O::~~~ .. _l! '. i, New York , AM i AM I AM

l~:ark.post O~~~._J51:._.. < __ •• • __H~;~~~;~ J~~~;.:;~ .. __._......

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Post office location ! WeekdaysI

Sunday

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IChurch Street Station 6:30, 11:30 I No pickup I No pickup i

PM i PM i PM

r~i~:yp~;~s Post -~l·;;::::~:-·--""-'~~Ii~~:::~~: ..·-~-~,- ..jl'-;~~~::-'-"----1I Office PM PM PM II 12:00 I No pickup i No pickup I~_..--.---l-..-'---'---.,..- ..'-'.. --y--..-...- ..---'--....- ..'~·J.--.----.--- ..... ,.,

New York . AM I AM IAM !Stamford Post Office " 11:00 INo pickup I No pickup I

PM PM I PM I

g~,~nnd~Op:~i~~lce;~~I,::~:~:~-::·-II';;~·kuP--·_··- ..--il-~~~~u~"-----IPM PM PM I3:30 3:30 I 3:30 j..,-------_._.-.-'.- , , , _+---, _-_.._ _----_.._._._-" ~

Philadelphia AM I AM ! AM ILindbergh Facility 1:30,3:30,5:00, I 3:30,7:30 i 3:30,5:30,7:30 !

10:30 i I IPM I PM i PM ii~:;g, 3:30, 7:30, I~~3~O4:30,9:30, I~~~~o4:30,9:30, II....--..-------,-,-·..-,-~· ..·-·r..---..--..--'..T---'--..·-·-·--,

I Philadelphia AM '1 AM I' AM I

LOth Street Facility 9:30 No pickup INo pickup i

PM I PM PM I3:30 I No pickup i 2:00 i

.. ---- --.,-.-..--,-..,---,-.--..- , --~.--,-_ -_·· ..·-..-1. Phoenix AM I AM i AM I

Main Postal Facility 5:00, 7:30, 9:00, 'I No pickup II 5:00,7:30,9:00, I10:30 PM 10:30 IPM ' No pickup PMNo pickup I i No pickup i

-------~~~----~-~..~---------~~-~._--~--_ ...--..~.~."------ ..T ..--..-'-~-~'-_··~-~~~O>-!Portland I AM ! AM AM i

kain Mail Facility 15:00' 6:45, 8:00 I No pickup 7:00 IPM I PM PM i

I No pickup I No pickup No pickup !I Salt Lake City AM·..-·..·---·....·...-r-;;;·..·--.... ·....· ..T:;;M........-..----·--!

IMain Post Office 2:30,6:30,8:00 '1' 4:00,6:30 I No pickup I'

PM PM ! PM

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Image optionsWhen you use our image service, you'll have less paper to store and access to theinformation you need to research and apply payments. You can view images of all

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lockbox documents, including checks, remittance documents, correspondence,and envelopes. Internet, transmission, and DVD delivery options are available.

Use the internetOur online image service helps you resolve exceptions, identify problem accounts,and satisfy customer service needs.

Images are available within 10 minutes' ofyour deposit deadline. As a standard,we archive images for seven years; however, we do offer shorter retention periods(90 days, one year, or two years) to customers who don't have a business need toaccess images for seven years.

You can search for transactions using various criteria (including keyed data) byentering either a single value or a range of values. Additionally, you can assign apayor name to a unique account number and routing transit numbercombination; this lets you search for payments from a particular payor.

lIn Boston, images are available within two hours ofyour deposit deadline.

Download an image transmission fileWe post a daily transmission file that contains images ofyour lockbox checks andany corresponding documents on a secure Wells Fargo website; from there, youcan download it and then archive the images internally. You can choose thefrequency ofwhen you receive your file.

IntradayA separate image file for each batch of work we process is available within twohours ofyour deposit cutoff in either a zip or a PDP file. To view images from azip file, you can use either our viewing software, or your internal archive and abrowser.

Next dayA consolidated zip file containing all ofyour images from the previous day isavailable by 4:00 a.m. PT the following business day. You can use your internalarchive and a browser to view images.

?Requires Adobe Acrobat Reader software.

Receive a DVDDVDs store a large amount of data indefinitely. We'll send them to you on aregular (monthly, semi-monthly, or weekly) basis.

ReportsLockbox reports help you track and manage your cash flow more effectively. Youcan view availability and detail reports online.

When you're not near your computer, you can use your smartphone to access theavailability report and view deposit totals for each of your accounts. A samplescreen is shown below.

04/031201305:04 PM ET Refresh

I::I2m!l>RePorts> Lockbox AvailabiDty

Fr~o-~-------i"

Mobile" "

o _ _ _

Optional features

Accounts receivable transmissionTo help eliminate errors associated with manual entry, you can receive anelectronic transmission ofyour remittance detail, and then use it to update youraccounts receivable system, treasury workstation, or ERP platform automatically.Your file can include data from other sources such as wire and ACH.

We generate transmissions to your specifications for frequency and format,including standard BAI and EDI layouts. We offer customization for nonstandard formats for an additional fee.

Multiple deposit processingUsing a single lockbox, you can collect payments efficiently and cost-effectivelyby using multiple deposit accounts. We sort your payments by location, line ofbusiness, or other criteria that you select, and prepare separate deposits for eachofyour accounts.

Credit card processingIf your customers provide credit card information, we'll process their paymentsby keying the information into our credit card processing application. 3 They canuse any card with the Visa®, MasterCard®, American Express, or Discover logo.

During implementation, you'll provide processing instructions for handlingsituations such as partial payments, missing signatures, and post-dated or staledated checks. Any payment missing a credit card number, expiration date, oramount is declined automatically. We do not support foreign currency orrecurring payments.

3Credit card processing is not available in Boston.

,N/A:

'IDeposits TO~I

N/A

835 206 99 liSP

XXXXXXX203Lorem Company LTO

XXXXXXX164ACME Trading Inc.

XXXXXXX544Ipsum Trading Inc.

Account

XXXXXXX156ABC Company

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I Balance as of 04/03/2013

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Exception processingUsing our online decision tool4, you can submit additional processinginformation for payments that would normally be returned. We present images ofeach payment to you and give you two options:

• Accept it and enter any additional processing information (such as invoice datarequired to balance a transaction or entering missing required keyed data)

• Reject it and have us mail it to you

4Not available at all sites.

Virtual lockboxYou can scan payments, OCR coupons, and supporting documentation forpayments that arrive at your location rather than in your lockbox.

Using an approved scanner, you can scan and submit transactions that havechecks, invoices, coupons, and correspondence (up to 8 '/2" x 11"), and we'llprocess them using the same lockbox procedures currently in place for items wereceive in the mail, including data entry, deposit windows, and specialinstructions.

You'll receive same-day ledger credit for payments we receive prior to yoursubmission deadline that is established during the implementation process. Weprocess transactions we receive after your deadline (including any items weprocess during the weekend or on a holiday) in the following business day's work.

You can scan payments with OCR coupons and submit them for processing;however, we cannot capture the data from the scanline automatically. Instead,we'll manually key defined data from the coupon or any correspondence youscan.

E-Bill ExpressE-Bill Express offers:

Efficient handling of receivablesE-Bill Express offers online presentment ofyour bills, invoices, or statements ineither HTML or PDP formats, providing ease-of-use and convenience for yourcustomers. It streamlines posting and reconciliation by delivering a detailedremittance file that includes all payment transactions and uploads directly toyour ERP or financial system.

An easy-to-install, turnkey solutionAs a web-based solution, there is no expensive hardware or software investmentrequired, and no web page development from your IT resources. Your customerscan complete their entire bill-pay transaction 24 hours a day, through an easy-touse, secure website that bears your corporate brand.

Configurations that suit your business needsChoose the options such as payment channels, payment types, presentmentoptions, telephone payments, and enrolled or one-time payments.

Your customers can choose to pay with credit or debit card, or ACH through thesecure website or telephone customer service channel, or you can offer IntegratedVoice Response (IVR) as a payment channel. E-Bill Express also offers email

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notification to view and pay new bills, and it sends email payment confirmation.Enrolled users can also view their online payment history.

Receivables ManagerWith our consolidated receivables service, you can post payments automaticallyto your ERP platform when you receive an electronic receivables file from us.This consolidated file helps accelerate posting while reducing the number oferrors caused by manual data entry.

Your file can contain receivables data from any combination of the payment typeslisted in the following table.

Payment types

.

ACH Image cash letter

Wires ElectroniC billing service --Online bill payments Patient payments

Lockbox Multicurrency account (MCA) wire* I-iRemote deposit International letters of credit

- _=:1l Wells Fargo Payment Gateway

*In pilot.

How it worksWe translate your receivables data and deliver it to you in a format compatiblewith your ERP platform or accounts receivable system. Our system is compatiblewith most proprietary accounting and ERP solutions, including Oracle and SAP.We can also accommodate many custom and proprietary file formats.

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I. ll<1c<i\>Obk-< M.n>g>r Or _1>.,bank paymenl hub reeei\"Kdata Dlu from paper aM~('('btml~ twe'tvabJil'$ $01J~

.2.. ReceiwbleB Manager createsom! ,,,,,,~e. ru. In t<qU"",<-iforma' and at noqum~ time-.Oat. k I-ta.nda1'd1zed .aerou:paymonll)'pe.

3- Fik- h; ttan$mllUd I¢)'QUI"

tRP oraCC'OVnting $)'IWm.

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and integrated into automatc!odpostin!J PfO«-~_

D..""'p~we-nil- fargo tll!'ctronle~ait~

Flexible file options

DeliveryOur transmission platform offers a variety of communication protocols including:

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HTIPSFTP over SSL (FTP/S)Secure FTPoverSSH (S-FTP)FTPwithPGPAS2

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FormatsWe deliver files in standard formats (Wells Fargo flat file, ANSI X12 820, ANSIX12 823, ANSI X12 835, BAl, and modified NACHA) and custom formats. Usinga standard format can minimize your implementation cost and time, and you canchoose a different format for each payment type. Ifyou cannot work with one ofour standard formats, we can develop a custom format for you.

We also offer two flat file formats - the universal and simplified formats. Theuniversal format contains comprehensive ED! detail for ACH payments youreceive. The simplified format contains data available in STP 820, which is asimplified ED! format also for ACH payments you receive.

We implemented the ISO 20022 XML format in early 2015. This is a newindustry file format, and we are actively participating in the initiative tostandardize it. When you receive your information in this format, it streamlines

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the City's integration and reconciliation process because you are receiving thesame information from all banks that use the ISO 20022 XML format.

File availabilityWe process your files Monday through Friday (excluding holidays). Because somepayment types have multiple processing runs and available release times, you canchoose to receive more than one file each day.

Choose one or more of the following release times for each file format yourequest. Your file will be available within one hour of the time or times you select.

Release times (PT)

-

4:00 a.m. 9:00 a.m. 1:00 p.m. 5:30 p.m.

5:00 a.m. 10:00 a.m. 2:00 p.m. 9:00 p.m.

6:00 a.m. 11:00 a.m. 3:00 p.m.

~7:00 a.m. ~oa.m. 4:00 p.m. I8:00 a.m. 12:00 p.m. I 4:30p.m. I

Future enhancements

Consolidated receivables through our online portalOur consolidated receivables service will soon allow you to automate more ofyour accounts receivable processing, and manage exceptions through our onlineportal. Features include:

• Advice matching - the systematic matching of the City's received paymentsand remittance data

• ACH repair - the ability to repair ACH remittance data• Wire repair - the ability to repair wire remittance data• Decisioning -the City can perform a return or repair to one or more

selected payment transactions

We are accepting pilot customers and will begin pilot for this new service in thesecond quarter of 2016.

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Wells Fargo Merchant Services modifications andresponse conditions for City of Los Banos

Wells Fargo Merchant Services has reviewed the City of Los Banos' Request forProposal (RFP) and all related documents and respectfully objects to some of thecontent and terms and conditions contained within the RFP.

We have noted the following modifications and comments to the City of LosBanos' Terms and Conditions:

Page and section Modifications and commentsnumber '

-Pg.-6; E. TermofContract-- In the event o{such termination, B~ank-shall beentjtled~-·"-·--_··

: compensation for all services rendered and work performed for City\ to the date of such termination. The City may terminate the contractat any time without written notice upon a material breach of contractand substandard or unsatisfactory performance by the selectedBidder. In the event of termination with cause, the City reserves theright to seek any and all damages from the selected Bidder. In theevent of such termination with or without cause, the City reserves

: the right to invite the next highest ranked bidder to enter into acontract or re-bid the project if it is determined to be in its best

: interest to do so.

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i Pg. 16Public Records

i. Wells Fargo Merchant Services pricing is confidential.

i ContractP. 24, 1.2.

v. Proposal requirement

A. Contract and General, Requirements., p.16

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Our policy is to begin with our form agreement(s) (Wells Fargo, Merchant Services Program GUide) and negotiate mutually agreeableterms between the pa rties.

We are providing a link to a copy of our Program Guide_(http://www.wellsfargo.com/down loads/pdf/biz/mercha nt/orogram

_______ . ~ .__ ._._ll,uide.pdf)_.~ ._ ... ~_. ~ ...

: As stated in the Wells Fargo Merchant Services Program Guide, feesmay apply for early termination.

Contract-'--- ._- -------.- ·'-fhe 'fees-for se-rvlces-a-re'-based'u-p'on·assum-pti·ons' assodate-Ci'witj,--'-

: P. 25,4 Compensation , the anticipated annual volume and average transaction size for all: services as set forth in our Program Guide and your method of doingI business. If the actual volume or average transaction size are not asexpected or if you significantly alter your method of doing business,we may adjust your fees for services without prior notice.Additionally/ the fees for services set forth in our Program Guide may ibe adjusted to reflect increases or new fees imposed by CardOrganizations, including without limitation, interchange/ assessments:and other Card Organization fees, or to pass through increases or 'new fees charged to us by third parties related to the services. Allsuch adjustments shall be your responsibility to pay and shallbecome effective upon the date any such change or addition isimplemented by the applicable Card Organization or third party asspecified in our notice to you.

Page and section ' Modifications and commentsnumber '

r'Contract- 0. ' __ '-'-6ur-insu-rerswWnc£glve30'-days' no"6ceoTcan-ceHation-to-anye-j,tity\ P. 26, 8. Insurance. E. vi. other than Wells Fargo Merchant Services, but Wells Fargo Merchant

, Services, through our insurance broker, will give such notice to the, client should it ever be necessary.

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I ContractP. 26, 7 Indemnification

; Contract! P. 29, 11. Ownership ofi Documents

; ContractP. 29, 13. Access toRecords

i Contract, P. 30,21 Notice

i Wells Fargo Merchant ServIces cannot agree to this condition asstated in the RFP. As described in the terms of our Program Guide,Wells Fargo Merchant Services does not indemnify nor will we beheld for indemnification.

We understand the importance of the indemnification language, andupon award of business, wiJI discuss and negotiate the language ofthis section accordingly.

'-~erchantstatements-are the property Of the·C~We would~'--·, happy to discuss this term further with the City.

Wells Fargo Merchant Services agrees to cooperate with the City to, reasonably provide information to the City concerning practices andprocedures used in performing the Services~ general controls andsecurity practices and procedures; supporting information andcalculations regarding fees and Merchant reports; and complianceWith the terms of this Agreement.

They will not be provided with physical access to Supplier's facilities,. unless the Parties agree otherwise with respect to any specific auditrequest.

Wells Fargo Merchant Services cannot agree to items A and C asstated in the RFP. We are amenable to discuss this further and cometo mutually agreeable terms as we progress in the RFP process.

I Communications between Wells Fargo Merchant Services and ourcustomers are generally conducted by phone, email, and noncertified mail. We are open to discussing your needs further as you

: move forward in your search process.

LOS Banos

City of Los BanosResponse to Request for ProfessionalBanking Services- Cost Proposal

March 11, 2016

Submitted by:

Dennis Loo

Relationship Manager

530-574-5750

[email protected]

Nadir Malik

Treasury Management Sales Consultant

916-678-3671

[email protected]

Table of contents

Treasury management pricing A

Merchant services pricing B

City of Los BanosWells Fargo Treasury Management Proposal

Pricing as of March 2016

Monthly ActivityService Description price Volume Charges

BALANCE & COMPENSATION INFORMATIONRECOUPMENT MONTHLY 0.12750 2,500 318.75· ,/Subtotal 318.75

GENERAL ACCOUNT SERVICESACCOUNT MAINTENANCE-GHEXSTOR 20.00000 1 20.00 ,;DEBITS POSTED 0.20000 13 2.60/DDA STATEMENT - PAPER 5.00000 1 5.00/Subtotal 27.60

DEPOSITORY SERVICESCV CASH ONLY OR CHECK ONLY DEPOSIT 0.75000 40 30.00/PER CHANG ORDER FEE IN BRANCH/STORE 5.25000 10 52.50/CASH ORDERED IN BRANCH/STORE 0.00130 2.000 2.60'/CEO RETURN ITEM RETRIEVAL-IMAGE 4.00000 0 000RETURNITEM-CHARGEBACK 12.00000 20 240.00/CEO RETURN DECISIONING PER ITEM 4.00000 0 0.00CASH VAULT CURRENCY/COIN DEPOSITED 0.00130 255.000 331.50 v'

CASH VAULT DEPOSIT ADJUSTMENT 7.50000 1 7.50/CASH VAULT MONTHLY BASE 35.00000 1 35.00/VAULT DEPOSITED COIN - ROLLED 0.12000 10 1.20/ELECTRONIC DEPOSIT - CHECK NON WFB 0.12000 4.500 540.00 "ELECTRONIC DEPOSIT - DEP ADJUSTMENT 17.00000 0 0.00/Subtotal 1,240.30

PAPER DISBURSEMENT SERVICESCEO IMAGE VIEW < 90 DAYS - ITEM 2.50000 0 0.00POSITIVE PAY ONLY -ITEM 0.08000 550 44.00/POSITIVE PAY ONLY MONTHLY BASE 35.00000 1 35.00'/STOP PAYMENT - ONLINE 15.00000 0 0.00'/DDA CHECKS PAID -0.20000 500 100.00"'-CEO SEARCH 1.05000 0 0.00Subtotal 179.00

PAPER DISBURSEMENT RECON SERVICESCEO REGISTER INPUT - ITEM - 0.20000 500 100.00---'ARP AGED ISSUE RECORDS ON FILE-ITEM 0.01000 1 0.01POSITIVE PAY EXCEPTIONS -ITEM 6.00000 0 0.00Subtotal 100.01

Customer Proposal Report

Monthly ActivityService Description Price Volume Charges

GENERALACHSER~CES

ELECTRONIC CREDITS POSTED 0.20000 81 1620jACH MONTHLY BASE 125.00000 1 125.00ACH TWO DAY ITEM 0.15500 360 55.80"'-ACH RECEIVED ITEM 0.20000 70 14.00/

ACH RETURN ITEM-ELECTRONIC 6.50000 1 6.50'"ACH TRANSMISSION SPECIAL 25.00000 2 50.00/ACH CEO FRAUD FILTER REVIEW MO BASE 25.00000 1 25.00-'ACH CEO FRAUD FILTER REVIEW - ITEM 10.00000 0 0.00/Subtotal 292.50

WIRE & OTHER FUNDS TRANSFER SERVICEWIRE OUT DOMESTIC - CEO 13.00000 13.00'Subtotal 13.00

INFORMATION SERVICES40.00/CEO EVENT MESSAGING SERVICE - EMAIL 0.50000 80

Subtotal 40.00

Total Monthly Activity Charges 2,211.16Summary Position

Total Monthly ActiVity Charges $ 2,211.16Available Balance $ 2,500,000.00Earnings Credit Rate 0.35%Earnings Allowance $ 743.15Balance Required to Offset Services $ 7,438,464.52

!Estlmated Net Position (Shortfall) $ (1,468.01 II

Setup ChargesWFED IMPLEMENTATION - STANDARD 1,500.00000 1 1,500.00'/ACH TRANSMISSION - SET UP 50.00000 1 50.00"ACH FRAUD FILTER - SET UP 15.00000 1 15.00-'WIRE ACCOUNT ADD- CEO 0.00000 1 0.00Total Setup Charges 1,565.00

Balances and ECR may also be applied against Balance Based Setup Charges.

The above pricing estimate is based on certain assumptions drawn from projected volume, scope ofservices andlor other information you have provided. The pricing is subject to change if the actualvolume and/or scope of services differ from the assumptions upon which the pricing estimate was based .

• Wells Fargo Bank, N.A. will allocate a fee to recover the cost of deposit insurance premiums.The Recoupment Fee is assessed on the Average ledger Balance in your interest bearingand non~interest bearing accounts.

Customer Proposal Report

IIWells Fargo Merchant Services

Processing Proposal For:CITY OF LOS BANOS

February 29, 2016

Presented by STEFANIE JARMAN

WFMS Business Sales Consultant

Phone: (209)272-5134

Email: [email protected]

This document is intended only for the use ofthe individual or entity to which it is addressed and may contain information that isprivileged, confidential and exempt from disclosure under applicable law. lfthe reader of this document is not the intendedrecipient or the employee or agent responsible for delivering the message to the intended recipient, you are hereby notified thatany dissemination, distribution or copying of this communication is strictly prohibited. Uyau have received this document inerror, please notify us immediately at 800-694-8423

Together we'll go far

~.,_~.~~~.~~.~

Wells Fargo Merchant Services, L. L.C. (" WFMS " ) - Pricing Terms for CITY OF LOS BANOS

Proposal Date: 02/29/20 I6Sales Consultant: STEFANIE JARMAN

Credit Card Volume $2,250,000 Communications Method FRAME/INTERNET

Average Transaction Size $105 Internet Gateway Payeezy Card Present and MOTO

Number of Locations 1 Pricing Option Interchange + FeesAnticipated Interchange (ll) Levels Utility 024 048/053/324/972

MCC Code 4900 MCC Code Description UTILITIES-ELECTRIC,GAS,WATERAmerican Express Industry Type Services & Professional Services

Credit Card Processing Fees (I)Interchange Plus the following fees:

0.2560% On Gross Visa®, MasterCard®, Discover® Network Card andAmerican Express® Sales

PIN Debit Processing Fees

NOT APPLICABLE

Applicable Fee ScbeduJes(lO):Payment Netv..'orks Qualification Matrix https://w"...w.wellsfargo.comlbizlinterchangeplus

Payment Networks Pass~Through Fees https:/lwellsfargo.comlbiz/merchantpassthroughfeesWells Fargo Fixed Acquirer Network Fee for Visa® Accepting Merchants https://weUsfargo.com/visanetworkfee

Fee schedules are updated periodically. To obtain the current applicable fee schedules, please refer to the URLs above for more information. Additional schedules apply ifyour Pricing Option is Fixed (Non.Qual Fees). If you do not have internet access, please contact your Merchant Card Representative and request that a copy of the applicablefee schedules be mailed or faxed to you

As noted in your Merchant Agreement, Payment Networks change their rates/fees from time to time They are likely to revise rates/fees on 4/16/2016, To learn more aboutimpacts to fee schedules resulting from Payment Network changes, please visit the URLs above or request an updated scheduk.

Other Processing FeesSet-Up Fee $99.00 one time fee ner locationMonthly Minimum Processing Fee(9) \0.00 Der monthChargeback Fee (2) $25.00 per chargebackMonthly Service Fee (per location) $31.00 per monthClover™ Services Fee (per Device ID) (14) N/A

V"i"" A~"ri~~i"-F"" $0.75 per attemptAnnual Fee $95.00 ner locationAuthorizationlEDC Fee - Visa (Credit and Non-PIN Debit) (3\ $0.000 per attemptAuthorizationlEDC Fee - MasterCard® (Credit and Non-PIN Debit)(3) $0.000 ocr attemDtAuthorization/EDC Fee - Discover® (Credit and Non-PIN Debit)(3) $0.000 per attempt

AuthorizationlEDC Fee American Exnress 'Credit and Prenaid) 13\ $0,000 per attemptInterchange Clearing Fee (12) 0.50% on gross sales volumeApplies to Visa, MasterCard, Discover Network Card (Credit and Non-PINDebit) and Am erican Express (Credit and Prenaid)

APPl707 File #: 1687701 Page 1 of3

Annual Compliance Support Fee (5) $0.00 per location

PCl Compliance Service Program Fee (8) $0.00 per month, per location

Non-validation PCI Compliance Fee (8) $25.00 per month, per location

Equipment Installation Fee $0.00 une taneteeElectronic Address Verification Service Fee $0.050 Der attemptVoice (Manual) Address Verification Fee $2.000 per attemptCard Imprinter Option # of imorinters N/A

Rush Shipping $ 0.00rorei.n Handlin. Fee (on VisaJMasterCard foreign card transactions) 0.20% on foreign card sales

Non Bank Card Authorization (6) $0.220 per attempt

Applies only to American Express EDC and Discover EDC

Non Bank Card Capture ree $0.030 per attemptApplies only to American Express EDC and Discover EDC

Statement Billing ree (Paper Statement) (7) $10.00 per monthTenminal Reprogramming Fee (Tenminal) # ofTenminals: 0 $0.00 One time fee

Tenminal Reprogramming ree (Integrated Tenminal) # ofTenminals: 0 $0.00 One time fee

Security Swap ree for PIN Debit # of PIN Pads: 0 $0.00 One time fee

Processing Solutions

Type Quantity Financing Metbod Total wlo TAX

Magtek USB Wedge Reader- 2 CUSTOMER OWNED $0.0021040109

Global Gateway e4 Card I PURCHASE $0.00Present and MOTO

(I) Clients may eleet to participate in the Discover Network Card program or the Discover EDe program, but not both. Under tJIC "Discover NetworkCard program," Clients receive all Discover-related authorization, processing and settlement services from WFMS. Under the "Discover EDeprogram," Clients enter into a direct agreement with Discover, and WFMS provides only authorization and capture services related to Discover NetworkCards. Clients may also elect to participate in the American Express program or the American Express EDC program, but not both. Under the"American Express program;' Clients receive all American Express-related authorization, processing and settlement services from WFMS. Under the"American Express EDC program," Clients enter into a direct agreement with American Express, and WFMS provides only authorization and captureservices related to American Express Cards. In all cases, any services provided by WFMS for Discover and American Express transactions are subject10 the tenns ofClient's Agreement with WFMS.

(2) Client acknowledges and understands that an authorization only indicates the availability of the Cardholder's credit at the time the authorization isrequested. It does not warrant that the person presenting the card is the rightful Cardholder, nor is it an unconditional promise or guarantee that youwill not be subject to a chargeback or debit.

(3) Authorization/EDC Fee applies to all Visa, MasterCard, Discover Network Card and American Express approvals (pre-authorizations,authorizations and authorization reversals), denials. batch inquiries, batch entry transactions and includes any transaction fees and capture fees. Thisfee does not appI)' to Discover EDe and American Express Ene.

(5) The Annual Compliance Fee will be assessed and deducted from Client's Settlement Account at each anniversary date after the effective date.

(6) Non Bank Card Authorization Fee applies to all approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiriesand batch entry transactions.

(7) The monthly Statement Billing Fee can be \vaived if Client elects to access the monthly statement online in~ead ofreceiving a paper copy by mail.After Business Track access has been activated, please contact Customer Service at 1-800-451-581710 request that paper statements no longer bemailed. If Business Track access is tenninated by Client or as a result of inactivity, paper statements will be reinstated with the applicable monthlyStatement Billing Fee. Enroll anytime at businesstrack.com.

APPI707 File#.1687701 Page2of3

(8) The monthly pC! Compliance Service Program Fee and Non-validation PCI Compliance Fee are prot ofthe mandatory PCI Compliance ServiceProgram. These fees apply to Level 4 Clients who utilize a gateway or value added reseller (VAR). The program includes access to TrustKeeper, aTrustwave PCI Compliance solution to help Client comply \....ith the Payment Card Industry Data Security Standards (PCI DSS) requirements. Clientsare required to register and complete a PCI DSS certification process by visiting https://pci.trusnvave.comlwellsfargo. If Client does not comply or failsthe PCI DSS certification process, Client will be charged a monthly Non·validation PCI Compliance Fee until the account becomes compliant.

(9) If the total discount fee for Visa, MasterCard, Discover Network Card and American Express transactions in a given month is less than the MonthlyMinimum Processing Fee, then in addition to the total discount fee Client will be charged an amount equal to the Monthly MinirnlUl1 Processing Feeminus the total discount fee.

(10) Dues, assessments and any applicable pass·through fees are disclosed in the schedules referenced under the "Applicable Fee Schedules" sectionand the related footnote.

(II) American Express charges Program Pricing fees and not Interchange, and these fees are subject to change.

(J 2) The Interchange Clearing Fee (lCF) will be charged on transactions that may be considered higher risk and/or are processed at a higher expenselevel. These types of transactions can be identified on Client's Payment Networks Qualification Matrix by looking at the "ICF applies" column. If theinterchange program level has been identified by a "YES" in this column, then the ICF will apply to that type of transaction.

(14) IfChent purchases or leases the Clover Mobile and/or the Clover Mini device(s) and does not have a Clover Station on the same merchant accountnumber, then the Clover Services Fee does not apply and wiJI not be charged. If Client purchases or leases the Clover Mobile and/or the Clover Minidevice(s) with the Clover Station(s) or already has the Clover Station(s) on the same merchant account number, then the Clover Services Fee will applyonly to the Clover Station(s).

If Client does not follow proper authorization procedures, a $50 chargeback handling fee will be assessed on MasterCard transactions.

American Express may charge Client an excessive disputes fee in the amount of$5 for each Disputed Charge ifClient is in American Express'Immediate Chargeback Program or SI5 for each Disputed Charge ifCHent is not in the Innnediate Chargeback Program.

Client is responsible for any charges assessed by outside third parties that are not disclosed on the proposal. To the extent that this pricing proposalincludes pricing for third party products and services, WFMS disclaims legal liability and responsibility for said products and services. Client'sagreement with the third party provider shaH govern Client's relationship with the third party provider. In the event that WFMS is billed for the thirdparty's services, Client will reimburse WFMS for such services.

Client acknowledges and understands that WFMS shall have no responsibility or liability for any third party hardware or software procured and used b)Client. To the extent Client has any issues, concerns or liability related to such hardware or software, Client must deal directly with the third partyprovider from whom Client procured the hardware or software. In no event will WFMS be responsible for any indirect, incidental or consequentialdamages that Client may incur as a result of using any third party hardware or software.

WFMS proposal and associated pricing is based on the infonnation provided. Any difference to our stated understanding may affect the proposedpricing. Without a signed agreement, this proposal expires 60 days from the proposal date stated above.

See Section 41 .3 of the Program Guide for early termination fees.

Rounding. In the event the amount being billed to Client for any line item on this pricing proposal includes a total ending in less than a full cent,WFMS will either round such amount up or down to the nearest cent.

Fees for supplies, shipping, handling md applicable sales tax may apply and are subject to change without notice. Additional infonnation is availableupon request

APP\707 File#: \687701 Page 3 of3

Exhibit C[Bank's Service Documentation]

Commercial AccountAgreement

•

Table of Contents

I. Terms Applicable to AD Commen:iaI Deposit Accounts 6

Introduction

Defined Terms

Affiliate 6

Authorized Signer _ 6

Business Day , ,." , , " " , ".. 7Collected Balance , " 7

Commercial Deposit Account " 7

Deposit Float _ _ , : 7

Deposited Item , , , " 7

Investable Balance _ , 7

Item ,,, ,, ,.., 7

Ledger Balance , " ,' .., , , , 8

Overdraft 8

Paper Item , , 8

Service " 8

Arbitration Agreement

Agreement to Arl>itrnte , _ " 8

Governing Rules , , , " 8

No Waiver ofSelf·Help or Provisional Remedies 9

Arl>itrntor Qualificatioos and Powers _ , 9

Discovery , , ,.." , , , 10

Class Actioos and Coosolidatioos 10

Payment ofArl>itrntion Costs and Roes 10

Miscellaneous , ,11

Statements and Other Account-Related Information

Mailing Statements and Other Account..RelatedInformation to Company , , II

Company's Obligation to Review Statements and Other Account-Related

Information and to Notify Bank ofErrors II

Returned, Unclaimed Statements or OtherAccount..Related Information , , " " 12

Address Changes for Statements for Company's Account and Other

Account..Related Information _ , 12

Notices and Other Mail ,.., , ,.., , , ,.., 13

2

Contacting Company Regarding Servicing and/or COllections 13

Electronic Communications 13

Fraud Prevention

Protection Against Unauthorized Items 14

Lost or Stolen Paper Items; Unauthorized Items .14

Preventing Misuse ofCompany"s Account 15

Claim of Unauthorized Transactions; Bank's Rights and Liability

Investigation by Bank; Company"s Agreement to Cooperate 16

Standard ofCare 16

Limitation ofLiability; Indemnification 16

Adverse Claims 17

Legal Process 17

"Freezing" Company's Account 17

Force Majeure 17

Company's Insurance Coverage 18

Substitute Cheeks

Deposits to Company'. Aeeount

General 18

Collection Items 19

Endorsements 19

Material Appearing on the Back ontems; Cheek Legends 19

Breach ofWarranties 19

When Deposits are Credited to Company's Account 20

Company's Use ofFunds 20

Deposits at Affiliates 20

Deposits ofNon..D.S. Items 20

Acts and Omissions ofOther Financial Institutions 21

Deposited Items Returned 21

Direct Deposits Returned by Bank ..22

Reconstructing Lost or Destroyed Deposited Items ..22

Withdrawals from Company's Account

Determining Company's Account's Balance;Debiting Company's Account 22

Order ofPosting; Categories ofItems 23

Relation between poatingorders & overdraflslretumed item 24

Paper Items Presented Over·the..Counter for Payment by a

Non-CUStomer.. .24

3

Large Cash Withdrawals .25

Withdrawals at Affiliates .25

Items Resulting From Company's Disclosure ofCompany'sAccount Number .25

Missing Signatures; Alterations; Forgeries .25

Dates and Special Instructions on Paper Items 26

Facsimile or Mechanieal Signatures 26

Consumer ACH Debit Entries 26

Stop Payment Orders; Notiees of Post-Dating

General _ 26

Content ofStop Payment Order 27

Effective Period ofStop Payment Order; Renewal; Revocation .27

Liability to Holder in Due Course 27

Paper Items Paid Over Valid Stop Payment Orders .27

Overdrafts; Seeurity Interest; Bank's Right to Setoff

Overdrafts and Insufficient Thnds .28

Security Interest; Bank's Right to Setoff .28

Bank Fees and Expenses

General _ 29

Payment ofBank Fees and Expenses; Finance Charges 29

Earnings Allowance 30

Recoupment Fee ' 30

Bank's Use ofFunds 30

Cheeking Subaccounts

Miscellaneous

Acceptable rorm ofPaper Items; Document and Image Quality 31

Closing Company's Account .31

Contract Language 32

Credit Reports .32

Dormant and Unclaimed Accounts 33

Entire Agreement; Headings; No Third Party Beneficiary 33

Laws Governing this Agreement 33

Minimum Balance Requirements; Other Restrictions 34

Modification ofAgreement; Aocount Conversion 34

Monitoring and Recording Communications 35

No Fiduciary Relationship 35

Reliance on Bank's Records .. 35

4

Reordering Checks ..35

Resnicted Transactions 35

Transferring an Interest in Company's Account 35

n. Additional Terms Applicable to All Commercial Interest-Bearing,Savings and Time Accounts 36

Interest-Beariug Accounts

Variable/Fixed-Rate Accounts ,.""""""""""",.,,,,,,.,,,,,,,,., ,.,.,.,,....36

Method Used to Calculate Earned Interest , , ,.,., , " ..36

Interest Accrual ,,,.,, ,,,,,,.. ,, ,,,,, ,,.,., ,., ,..",.., ,.", ,,,.,, ,,, "",." ,." .36

Compounding and Crediting ,." , , , ,.,,,,, ,., ,,,,,.. ,., ,."", ,.,.".., ",.., ,,,,,, ..,.36

Target Balance Accounts "., ",., ,.""., ,."., "" , ,.,." ,,,,., ,, ,,,,,, "..36

Interest Adjustments ,..", ,.""" ""., , ", "., "",,, ,,,.., , , ,.,,, ". 37

Tax Identification Number Certification ,.." , ",., "" "." "" , ,.." 37

Commercial Savings Accounts

Bank's Right to Require Notice "" ",., ", , ,.",., ", " .38

Regulation D savings account transaction limit and other limitedactivity., , , " " "" , ,., "., , " .. ,." ". ,,38

Commercial Time Accounts

Genoml ,., , ".,., ,., ".., "" ", ,.." .39

Certificated Time Accounts ..".., , ,..,,, ,,.., ",." , ,., .39

Maturity Date ,."., ,.,,,,,, ,,.,,, ,.., , ,,,., ,.."..,., "., "", , ,.., ,.,,,,,,., , , ,,,.,,,,39

Time Requirements ,..,., ,.. ,,,., ,.. ,,., ,.,,,,,, , ",,,.,,,, , ,,,,.,, , ,.,,, ,."",.." .39

Payment ofInterest .." ,..,,,, ,,.., ,,,,,, ,,, ,.",.. ,,, ,.. ,,.., ,,,,,,.., , , ,.."." ".,., ,.39

Additional Deposits , "" " , ,.,.." ,., ,.", ,.,,,, ,.,,,., ,,,,,, ,.,,., "" .., 40

Withdrawal ofInterest Prior to Maturity ,.."", ",.., ,."", , "" ,.,.".' ,." , ""..40Renewal Policies ,.,., , , ,.", , " ".., ,.., 40

Early Withdrawal Fee , ",.,.". ,.. "., .. "" " ,., ", " " , .40

m, Funds Transfers 41

General ".,., ,.,., ", ",.., ,.. ,.,., ", "" , " ,.., ,." """ ,."., ,."""..41

Notice ofReceipt ofFunds ,,,.. ,., ,,, ,, ,,.,, , ,.., ,., "" ,.,.",.. 41

Reliance on Identification Numbers ..".,.,.. ,., "", , , ".., " ,., , , 41

Duty to Report Unauthorized and Erroneous Fund Transfers ,."" """ ,.,.""." 41

Erroneous Payment Orders " ,.,., , "" , , 42

Automated Clearing House (ACH) Transactions ",.., ,.,.., ", ,."., """ 42

IV. Selected Services 42

Stagecoach Deposit~ - ATM Deposit Only Card Service "., , ,.,.,..,.. 42

Stagecoach Deposit ~ - Post VerifY Service , "." ,."" ".,.., , ""., 43

5

I. Terms Applicable to AIl Commercial Deposit Accounts

IntroductionIn this Commercial Account Agreement ("Agreement"), "Company" refersto the owner or accountholder ofa Wells Fargo bank commercial depositaccount ("Account"). "Bank" refers to the Wells Fargo bank at whichCompany's Account is maintained. This Agreement includes the followingdisclosures applicable to Bank's commercial deposit accounts and relatedservices (each, a "Service"), that Bank has separately provided to Company:(i) the schedule ofBank's fees and other account-related infonnation (the"fee and information schedule"), (ii) the collection schedule, (iii) the fundsavailability policy, (iv) the privacy policy, (v) the rate sheets for interestbearing accounts, each as modified by Bank from time to time, and (vi) anyadditional disclosures regarding Company's Account that Bank mayprovide to Company. Company is responsible for ensuring that eachAuthorized Signer is familiar with this Agreement. Unless Company hasinstructed Bank in writing to the contrary, Bank may considercommunications about Company's Account from an Authorized Signer onCompany's Account as communications from Company. Company agreesto notify Bank inunediately in writing ifany Authorized Signer'S authorityhas been terminated. This Agreement replaces all prior agreements withBank regarding Company's Account other than agreements regardingsecurity interests in, or services utilizing the Account. By signing Bank'ssignature card for Company's Account or by using Company's Account or aService, Company will be deemed to have agreed to this Agreement.Company should retain a copy ofthis Agreement (and any infonnation thatBank provides Company regarding changes to this Agreement) for as longas Company maintains its Account with Bank.

Dermed TermsIn this Agreement, certain words have a special meaning and are thereforedefined. Certain terms and their definitions are found in this Section, andothers are found in the text ofthis Agreement.

Affiliate.

An "Affiliate" is a bank that is, directly or indirectly, a wholly or substantiallyowned subsidiary ofWells Fargo & Company.

Authorized Signer.

An "Authorized Signer" is a person who has Company's actual or apparentauthority to transact business on Company's Account(s), whether or notsuch person has signed the signature card or other documentation for

6

Company's Account(s), Bank may continue to recognize an AuthorizedSigner's authority until Bank has received and had a reasonable time to actupon Company's written modification oTl'evocation ofit.

Business Day.

A "Business Day" is every day except Saturdays, Sundays and federal holidays,

Collected Balance.

The "Collected Balance" is the Ledger Balance in Company's Account lessDeposit Float.

Commercial Deposit Account.

A "Commercial Deposit Account" is any deposit account, other than one ofBank's business deposit accounts, that is not held or maintained primarilyfor personal, family or household purposes. Examples ofcommercial depositaccounts include an account owned by an individual acting as a soleproprietor, a partnership, a limited partnership, a limited liabilitypartnership, a limited liability company, a corporation, a joint venture, anon-profit corporation, an employee benefit plan or a governmental unitincluding an Indian tribal entity.

Deposit Float.

"Deposit Float" is the total dollar amount ofItems deposited in Company'sAccount for which, based on the collection schedule used by Bank or theapplicable Affiliate for this type ofaccount, Company's Account has not yetbeen credited for purposes ofcalculating the Collected Balance.

Deposited Item.

A "Deposited Item" is an Item (including a non-U.S. Item) that Bank cashesor collects for Company or accepts for deposit to Company's Account.

Investable Balance.

The "Investable Balance" is the Collected Balance in Company's Accountless (i) the portion ofsuch Collected Balance that Bank is required by law tohold in reserve at a Federal Reserve Bank and (ii) other adjustments.

Item.

An "Item" is an order, instruction, or authorization to withdraw or payfunds from Company's Account. Examples include checks andelectronic transactions including Automated Clearing House (ACH)and wire transfers.

7

Ledger Balance.

The "Ledger Balance" is the balance in Company's Account after all debitsand credits for the Business Day are posted.

Overdraft.

An "Overdraft" is any event that results in a negative balance in Company'sAccount.

Paper Item.

A "Paper Item" is an Item that is in paper form.

Service.

A "Service" is any service Bank provides to Company including withoutlimitation any Treasury Management Service.

Arbitration Agreement

Agreement to Arbitrate.

Except as stated in "No Waiver ofSelf-Help or Provisional Remedies" below,Company and Bank agree, at Company's or Bank's request, to submit tobinding arbitration all claims, disputes and controversies between or amongCompany and Bank (and their respective employees, officers, directors,attorneys and other agents), whether in tort, contract or otherwise arisingout ofor relating in any way to Company's Account(s) and/or Service(s) andtheir negotiation, execution, administration, modification, substitution,fonnation, inducement. enforcement. default or termination (each, a "Dispute").

Governing Rules.

Any arbitration proceeding will (i) proceed in a location selected by theAmerican Arbitration Association ("AAA") in the state whose laws governCompany's Account; (ii) be governed by the Federal Arbitration Act (Title 9

8

ofthe United States Code), notwithstanding any conflicting choice oflawprovision in any ofthe documents between Company and Bank; and (iii) beconducted by the AM, or such other administrator as Company and Bankshall mutually agree upon, in accordance with the AM's commercialdispute resolution procedures, unless the claim or counterclaim is at least$1,000,000.00 exclusive ofclaimed interest, arbitration fees and costs inwhich case the arbitration shall be conducted in accordance with the AAA:soptional procedures for large, complex commercial disputes (thecommercial dispute resolution procedures or the optional procedures forlarge, complex commercial disputes to be referred to, as applicable, as the"Rules"). Ifthere is any inconsistency between the terms hereof and anysuch Rules, the terms and procedures set forth herein shall control. Anyparty who fails or refuses to submit to arbitration following a lawful demandby any other party shall bear all costs and expenses incurred by such otherparty in compelling arbitration ofany Dispute. Nothing contained hereinshall be deemed to be a waiver by Bank ofthe protections afforded to itunder 12 U.S.c. Section 91 or any similar applicable state law.

No Waiver of Self-Help or Provisional Remedies.

This arbitration requirement does not limit the right ofeither party to (i)exercise self-help remedies including setoff or (ii) obtain provisional orancillary remedies such as injunctive relief or attachment, before, during orafter the pendency ofany arbitration proceeding. This exclusion does notconstitute a waiver ofthe right or obligation ofeither party to submit anyDispute to arbitration or refereoce hereunder, including those arising fromthe exercise ofthe actions detailed in (i) and (ii) ofthis subsection.

Arbitrator Qualifications and Powers.

Any Dispute in which the amount in controversy is $5,000,000.00 or lesswill be decided by a single arbitrator selected according to the Rules, andwho shall not render an award ofgreater than $5,000,000.00. Any Disputein which the amount in controversy exceeds $5,000,000.00 shall bedecided by m'\iority vote ofa panel ofthree arbitrators; provided however,that all three arbitrators must actively participate in all hearings anddeliberations. Each arbitrator will be a neutral attorney licensed in the statewhose laws govern Company's Account and who has a minimum often (10)years experience in the substantive law applicable to the subject matter ofthe Dispute to be arbitrated. The arbitrator{s) will determine whether or notan issue is arbitratable and will give effect to the statutes oflimitation indetermining any claim. In any arbitration proceeding the arbitrator{s) willdecide (by documents only or with a hearing at the discretion ofthearbitrator(s» any pre-hearing motions which are similar to motions todismiss for failure to state a claim or motions for summary adjudication.

9

The arbitrator(s) shall resolve all Disputes in accordance with thesubstantive law ofthe state whose laws govern Company's Account andmay grant any remedy or relief tbat a court ofsuch state could order orgrant within the scope hereof and such ancillary relief as is necessary tomake effective any award. The arbitrator(s) shall also bave the power toaward recovery ofall costs and fees, to impose sanctions and to take suchother action as deemed necessary to the same extent a judge couldpursuant to the Federal Rules ofCivil Procedure, the state rules ofcivilprocedure for the state whose laws govern Company's Account or otherapplicable law. Judgment upon the award rendered by the arbitrator(s)may be entered in any court baving jurisdiction. The institution andmaintenance ofan action for judicial relief or pursuit ofa provisional orancillary remedy shall not constitute a waiver ofthe right ofany party,including the plaintiff; to submit the controversy or claim to arbitration ifany other party contests suchaction for judicial relief:

Discovery.

In any arbitration proceeding, discovery will be permitted in accordancewith the Rules. All discovery shall be expressly limited to matters directlyrelevant to the Dispute being arbitrated and must be completed no laterthan twenty (20) days before the hearing date and within 180 days ofthefiling ofthe Dispute with the AAA. Any requests for an extension ofthediscovery periods, or any discovery Disputes, will be subject to fmaldetermination by the arbitrator(s) upon a showing that the request fordiscovery is essential for the party's presentation and that no alternativemeans for obtaining information is available.

Class Actions and Consolidations.

Company and Bank agree that the resolution ofany Dispute arisingpursuant to the terms ofthis Agreement shall be resolved by a separatearbitration proceeding and shall not be consolidated with other Disputes ortreated as a class. Neither Company nor Bank shall be entitled to join orconsolidate Disputes by or against others in any arbitration, or to include inany arbitration any Dispute as a representative or member ofa class, or toact in any arbitration in the interest ofthe general public or in a privateattorney general capacity.

Payment of Arbitration Costs and Fees.

The arbitrator(s) shall award all costs and expenses ofthe arbitrationproceeding.

10

Miscellaneous.

To the maximum extent practicable, the AAA, the arbitrator(s), Companyand Bank shall take all action required to conclude any arbitrationproceeding within 180 days ofthe filing ofthe Dispute with the AAA. Thearbitrator(s), Company or Bank may not disclose the existence, content orresults thereo~ except for disclosures ofinformation by Company or Bankrequired in the ordinary course ofbusiness, by applicable law orregulation, or to the extent necessary to exercise any judicial review rightsset forth herein. Ifmore than one agreement for arbitration by or betweenCompany and Bank potentially applies to a Dispute, the arbitrationagreement most directly related to Company's Account or the subjectmatter ofthe Dispute shall control. This arbitration agreement shallsurvive the closing ofCompany's Account or termination ofany Service orthe relationship between Company and Bank.

Statements and Other Account-Related InformationMailing Statements and Other Account-Related Information to Company.

Except as expressly provided otherwise in this Agreement, Bank will mail(or otherwise make available to Company) statements for Company'sAccount and notices and other information regarding Company's Accountor any Service (collectively, "Account-Related Information") to the postal orelectronic address reflected in Bank's records for Company's Account. Anystatement or Account-Related Information will be deemed to have been sentto Company on the frrst Business Day following the date on it. A statementor other Account-Related Information that is held for Company to pick upwill be deemed to be delivered to Company at the time that Bank makes itavailable for pick up.

Company's Obligation to Review Statements and Other AccountRelated Information and to Notify Bank ofErrors.

Company agrees to promptly and carefully examine each statement forCompany's Account and any other Account-Related Information and anypaid Items that are returned with (or described in) the statement and anyother Account-Related Information and to promptly notifY Bank o~ andreimburse Bank for, any erroneous credit to Company's Account. Withinthirty (30) days after Bank mails or otherwise makes the statement or otherAccount-Related Information available to Company, Company will notifyBank ofany claim for credit or refuod due, for example, to an erroneous orunauthorized debit, a missing signature, an unauthorized signature, or analteration (each, an "unauthorized transaction"). Within six (6) months afterBank mails or otherwise makes the statement or other Account-RelatedInformation available to Company, Company will notifY Bank ofany claim

II

for credit or refund resulting from a forged, unauthorized, or missingendorsement. Such notification is to be made by (i) calling the telephonenumber listed on the statement for Company's Account or in the otherAccount-Related Information for such purpose and (ii) submitting a writtenreport to Bank as soon as possible, but, in any event, within the timeframesspecified above. IfCompany fails to notify Bank within the timeframesspecified above, the balance shown on the statement for Company's Accountor other Account-Related Information will be conclusivelypresumed to be correct, and Company will be deemed to have released Bankfrom all liability for the Items charged to Company's Account and for allother transactions covered by the statement or other Account-RelatedInformation. In addition, ifCompany fails to notify Bank ofan unauthorizedtransaction on Company's Account within thirty (30) days after Bank mailsor otherwise makes the statement for Company's Account or other AccountRelated Information describing the unauthorized transaction available toCompany, Bank will not be liable to Company for any unauthorizedtransactions on Company's Account by the same person that could havebeen prevented ifCompany had complied with Company's Obligationsunder this subsection. IfCompany notifies Bank ofany claim for credit orrefund later than required by this subsection, Bank may assert, at Company'srequest and on Company's behaU; any claim against a third party that Bankdetermines in Bank's sole discretion is permitted under the laws governingthis Agreement or applicable rule.

Returned, Unclaimed Statements or Other Account-Related Information.

Unless otherwise prohibited by the laws governing this Agreement, (i) iftwoor more statements for Company's Account are returned, Bank maydiscontinue sending statements for Company's Account and other AccountRelated Information to Company until Company provides a valid address toBank; (ii) Bank may destroy statements for Company's Account and otherAccount-Related Information that are sent to Company and returned toBank as undeliverable; and (iii) ifBank holds the statement for Company'sAccount or other Account-Related Information for Company to pick up andthe statement remains unclaimed for sixty (60) days, Bank may send thestatement to the address reflected in Bank's records for Company's Accountor destroy it.

Address Changes for Statements for Company's Account and OtherAccount-Related Information.

Company may instruct Bank to change the address to which Bank mails (orthe means by which Bank otherwise makes available) statements forCompany's Account and other Account-Related Information at any time.Bank may act on any such instruction purportedly made on Company's

12

behalf within a reasonable time after Bank receives such instruction. UnlessCompany instructs Bank otherwise, Bank may in its sole discretion changethe address only for the Account(s) Company. specifies or for all or some ofCompany's other Accounts with Bank. Bank may change Company's addressofrecord ifBank receives an address change notice from the U.S. PostalService or ifBank receives infonnation from a third party in the business ofproviding correct address information that the address in Bank's records nolonger corresponds to Company's address.

Notices and Other Mail.

Any notice Company sends Bank will not be effective until Bank actuallyreceives it and has a reasonable opportunity to act on it. Ifthere is more thanone Authorized Signer on Company's Account, Bank may send statementsand other Account-Related Infonnation to anyone ofthem (unlessCompany has otherwise instructed Bank in writing). Company assumes therisk ofloss in the mail. Any notice Bank sends Company will be effectivewhen mailed or otherwise made available to Company.

Contacting Company Regarding Servicing and/or Collections.

In order for Bank to service the Account or to collect any amounts Companyowes to Bank, Bank may from time to time make calls and/or send textmessages to Company at any telephone number(s) associated withCompany's Account, including wireless telephone numbers that could resultin charges to Company. The manner in which these calls or text messagesare made to Company may include without limitation prerecordedlartificialvoice messages and/or an automatic telephone dialing system. In addition,in order for Bank to service the Account or to collect any amounts Companyowes to Bank, Bank may send e-mails to Company at any e-mail addressCompany provides to Bank.

Electronic Communications.

IfCompany provides Bank with an electronic address to which Bank maysend electronic communications, Company agrees that Bank may send toCompany by electronic communication any information that the lawsgoverning this Agreement require be sent to Company in writing, providedsuch electronic communication does not violate the laws governing thisAgreement. "Electronic communication" means a message transmittedelectronically in a format that allows visual text or images to be displayed onequipment such as a persoual computer monitor.

13

Fraud Prevention

Protection Against Unauthorized Items.

Company acknowledges that there is a growing risk oflosses resulting fromunauthorized Items. Bank offers Services that provide effective means forcontrolling the risk from unauthorized Items. These Services include:

• Positive Pay, Positive Pay with Payee Validation, or Reverse Positive Pay(each offered by Bank in conjunction with Bank's Account ReconciliationPlan Service);

• ACH Fraud Filter; and

• Payment Authorization Service.

In addition, Bank may recommend Company use certain fraud preventionpractices to reduce Company's exposure to online fraud. Each ofthesepractices is an industry "best practice".

An example ofa best practice is dual custody, which requires a payment oruser modification initiated by one user to be approved by a second user on adifferent computer or mobile device before it takes effect.

Company will be treated as having assumed the risk ofany loss that couldhave been prevented by its use ofany fraud prevention Service or bestpractice Bank has recommended to Company, ifCompany:

• Declines to enroll in the fraud prevention Service(s);

• Enrolls in the fraud prevention Service but fails to use it in accordance withthe Service Documentation applicable to it; or

• Fails to adopt and follow a best practice.

Lost or Stolen Paper Items; Unauthorized Items.

Ifany ofCompany's unissued Paper Items has been lost or stolen, or ifCompany learns that unauthorized Items are being issued on Company'sAccount, Company agrees to notify Bank at once. To the extent thatCompany's failure to so notify Bank hampers Bank's ability

to prevent loss, Bank will be relieved ofany liability for such Items. Uponreceipt ofany such notice, Bank may at its sole discretion and without anyliability to Company take one or more ofthe following actions: (i) closeCompany's Account and open a new account for Company; (ii) dishonor anyPaper Item Company or an Authorized Signer has indicated may have beenlost or stolen (unless Company or an Authorized Signer subsequently hasinstructed Bank to honor such an Item); or (iii) pay any Paper Itempresented for payment on Company's Account, provided Company has

14

instructed Bank to pay such Paper Item and given Bank the number ofthatPaper Item. IfBank opens a new account for Company and Company hasauthorized a third party to automatically make regular deposits to orwithdrawals from Company's Account (such as wire or ACH transfers), Bankshall have no liability to Company ifCompany does not receive any regularlyscheduled deposit or ifa regularly scheduled payment is not made forCompany due to Company's failure to notifY that third party in a timelyfashion ofthe number ofCompany's new Account.

Preventing Misuse of Company's Account.

Company agrees to take reasonable steps to ensure the integrity ofCompany's internal procedures with respect to Company's Account andItems drawn on Company's Account or deposited to it. To help preventembezzlement and protect Company's business assets, Bankrecommends Company:

o Assign responsibilities for Company's Account to multiple individuals.Those who reconcile statements for Company's Account should bedifferent from those who issue Items drawn on Company's Account.

o Reconcile statements for Company's Account as received and notifY Bankimmediately ofany problem.

• Contact Bank immediately ifCompany does not receive the statement forCompany's Account when Company would nonnally expect to.

o Watch for Paper Items cashed out ofsequence or made out to cash. Theseare classic red flags for embezzlement.

o Secure Company's supply ofPaper Items at all times. Stolen Paper Itemsare a common method ofembezzlement.

o Periodically reassign accounting duties such as reconciling Company'sAccount or making a deposit.

o Review transaction activity on Company's Account for unexpectedfluctuations. For example, compare the percentage ofcash deposits to totaldeposit size. Most businesses will maintain a constant average. A largefluctuation might indicate embezzlement.

• Destroy any Paper Item that Company does not intend to use.

• Use tamper-resistant Paper Items at all times.

• NotifY Bank immediately when an Authorized Siguer's authority ends so thathis/her name can be removed from all signature cards and Online Bankingaccess, and any Cards that Bank has issued to him/her can be cancelled.

15

• Do not sign blank Paper Items.

• Obtain insurance coverage for these risks.

Claim ofUnauthorized Transactions; Bank's Rights and Liability

Investigation by Bank; Company's Agreement to Cooperate.

Bank shall investigate any transaction Company has reported to Bank asunauthorized (a "Claim ofUnauthorized Transaction"). Company agrees to(i) submit Company's Claim ofUnauthorized Transaction in writing to Bankby completing or obtaining a declaration under penalty ofperjurydescribing Company's Claim ofUnauthorized Transaction (in an affidavitform approved by Bank, ifso requested); (ii) file a police report; (iii)complete and retom to Bank any documents requested ofCompany; and(iv) in all respects cooperate fully at Company's expense with Bank in Bank'sinvestigation ofCompany's Claim ofUnauthorized Transaction.

Standard ofCare.

Bank will meet its standard ofcare for Company's Account by exercisingordinary care in the transaction at issue. When Bank takes an Item forprocessing by automated means, "ordinary care" does not require Bank toexamine the Item. In all other cases, "ordinary care" requires only that Bankfollow standards that do not vary unreasonably from the general standardsfollowed by similarly situated banks. Bank's policies and procedures aregeneral internal guidelines for Bank's use and do not establish a higherstandard ofcare for Bank than is otherwise established by the lawsgoverning this Agreement. A mere clerical error or an honest mistake willnot be considered a failure ofBank to perform any ofits obligations. IfBankwaives any ofits rights as to Company or Company's Account on one ormore occasions, it will not be considered a waiver ofBank's rights on anyother occasion.

Limitation ofLiability; Indemnification.

Whether in connection with Company's Account or a Service, in no eventwill either party to this Agreement or its respective directors, officers,employees, or agents be liable to the other party for any special,consequential, indirect or punitive damages, whether any claim is basedon contract or tort or whether the likelihood ofsuch damages was knownto either party. The foregoing limitation ofliability will not apply whereexpressly prohibited by the laws governing this Agreement. Bank will nothave any liability to Company ifthere are insufficient available funds inCompany's Account to pay Company's Items due to actions taken by (i)Bank in accordance with this Agreement or (ii) any third party. Except to theextent that Bank fails to exercise ordinary care or breaches this Agreement,

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Company agrees to indemnifY and hold Bank and its directors, officers,employees and agents hannless from all claims, demands, losses, liabilities,judgments and expenses (including their attorneys' fees and legal expenses)arising out ofor in any way connected with Bank's performance under thisAgreement. Company agrees this indemnification will survive the closing ofCompany's Account and the termination ofany Service.

Adverse Claims.

Ifany person or entity makes a claim against funds in Company's Account,or ifBank believes that a conflict exists between or among the AuthorizedSigners on Company's Account or that there is a dispute over matters suchas the ownership ofCompany's Account or the authority to withdraw fundsfrom Company's Account, Bank may, without any liability to Company, takeone or more ofthe following actions: (i) continue to rely on Bank's records todetermine the ownership ofor the identity ofthe Authorized Signer(s) forCompany's Account; (ii) honor the claim upon receipt ofevidencesatisfactory to Bank to justifY such claim; (iii) freeze all or a part ofthe fundsin Company's Account until the dispute is resolved to Bank's satisfaction;(iv) close Company's Account and send a check for the available balance inCompany's Account payable to Company or to Company and each claimant;or (v) pay the funds into an appropriate court.

Legal Process.

Bank may accept and act on any legal process it believes is valid, whetherserved in person, by mail or by electronic notification, at any location ofBank."Legal process" includes a levy, garnishment or attachment, tax levy orwithholding order, injunction, restraining order, subpoena, search warrant,government agency request for information, forfeiture, seizure or other legalprocess relating to Company's Account. Any such legal process is subject toBank's security interest and right ofsetoff. Bank will not notifY Company ofa grand jury subpoena affecting Company or Company's Account.

"Freezing" Company's Account.

As part ofBank's loss prevention program, when Bank suspects thatirregular, unauthorized, or unlawful activities may be occurring inconnection with Company's Account, Bank may ''freeze'' (or place a hold on)the balance in Company's Account (and in other Account(s) Companymaintains with Bank) pending an investigation ofsuch suspected activities.IfBank freezes Company's Account, Bank will give any notice required bythe laws governing this Agreement.

Force Majeure.

Neither party to this Agreement shall be deemed to be in default ofany of

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its obligations Wlder this Agreement ifits performance is delayed, hinderedorbecomes impossible because ofany act ofGod or ofany public enemy,hostilities, war (declared or undeclared), guerilla or terrorist activities, act ofsabotage, blockade, earthquake, flood, landslide, avalanche, tremor, groundmovement, hurricane, stann, explosion, fire, labor disturbance, riot,insurrection, strike, sickness, accident, civil commotion, epidemic, act ofgovernment or its agencies or officers, power interruption or transmissionfailure or any cause beyond the control ofeither party.

Company's Insurance Coverage.

Many businesses cany special insurance for employee fraud/embezzlement. IfCompany does, Bank reserves the right to require Company to file a claim withits insurance company before making any claim against Bank. In such event,Bank will consider Company's claim only after Bank has reviewed Company'sinsurance company's decision, and Bank's liability to Company, ifany, will bereduced by the amoWlt Company's insurance company pays Company.

Substitute ChecksA federal law, known as the "Check Clearing for the 21st Centory Act" or"Check 21," took effect on October 28,2004. This law provides for aninstrument called a "substitute check." A substitute check contains anaccurate copy ofthe front and back ofthe original draft and bears the legend:"This is a legal copy ofyour check. You can use it the same way you would usethe original check." As noted in the legend, a substitute check is the same asthe original draft for all purposes, including proving that Company made apayment. Any Paper Item Company issues or deposits that is returoed toCompany may be returned in the form ofa substitute check. Even ifCompanyhas cancelled Items returned with the statements for Company's ACCOWlt,Bank may in its sole discretion withhold substitute checks therefrom.Company agrees Company will not transfer a substitute check to Bank, bydeposit or otherwise, ifBank would be the first financial institution to take thesubstitute check, unless Bank has expressly agreed in writing to take it.

Deposits to Company's Account

General.

Unless otherwise agreed in writing, Bank may, without inquiry, accept adeposit to Company's ACCOWlt at any time, from any person or entity, madein any manner including without limitation a deposit based on an image ofan Item. Bank may also refuse to accept all or any part ofany deposit. Bankmay use time and place ofreceipt, method ofdelivery, and status ofset up todetermine when Company's deposit is received. Bank may require thatCompany deposit an Item made payable to Company to Company'sACCOWlt, instead ofpermitting Company to cash the Item. Bank is not

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responsible for a deposit Wltil a Bank employee has received and verified it.The receipt received at the time ofdeposit is not evidence a deposit hasbeen verified. Bank may reverse or otherwise adjust any credit Bank believesit has erroneously made to Company's ACCOWlt at any time without priornotice to Company.

Collection Items.

Bank may, in its sole discretion and with notice to Company, handle a PaperItem as a collection Item, instead ofas a deposit. This means Bank sends theItem to the issuer's bank for payment and credits Company's ACCOWlt forthe Item when Bank receives payment for the Item. Ifthe Item is returnedWlpaid, Bank will return the Item to Company.

Endorsements.

TIlls subsection applies ifan endorsement is necessary for the transfer ornegotiation ofan Item. Company authorizes Bank to supply Company'sendorsement on any Item Bank takes for collection, payment or deposit toCompany's ACCOWlt. Company also authorizes Bank to collect anyunendorsed Item that is made payable to Company without first supplyingCompany's endorsement, provided the Item was deposited to Company'sACCOWlt. Bank may refuse to pay any Item or accept any Item fur deposit orcollection unless Bank is able to verify to its satisfaction that a1loftbenecessary endorsements are present on the Item. For example, Bank mayrequire that all endorsers be present at the time that an Item is presented toBank for payment or accepted for deposit or collection.

Material Appearing on tbe Back ofPaper Items; Legends on Paper Items.

Company is responsible for losses incurred by any person that cashes oraccepts Company's Paper Items for deposit, if: (i) the loss is due to a delay inthe return ofthe Item; and (ii) the delay is caused by material appearing onthe back ofthe Item when it was issued or transferred by Company. Thismaterial may include, but is not limited to, carbon bands, blacked out areas,and printed or written text or numbers. Company is responsible for alllosses, claims, damages or expenses that result from a restrictive legend ornotation on Company's Paper Items.

Breach ofWarranties.

IfCompany breaches any warranty Company makes Wlder the lawsgoverning this Agreement or rule with respect to any Item, Company shallnot be released or otherwise discharged from any liability for such breach solong as Bank notifies Company ofthe breach within 120 days after Banklearns ofthe breach. IfBank fails to notify Company within this 120-day

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period, Company shall be released from liability and discharged only to theextent Bank's failure to notifY Company within such time period caused aloss to Company.

When Deposits are Credited to Company's Account

All over-the-counter deposits or AlM deposits to Company's Account whichare received before Bank's established cut-off time on any Business Day willbe credited (and will be considered deposited) to Company's Account as ofthe close ofbusiness that day, and will be reflected in that day's LedgerBalance for Company's Account. All other deposits will be processed inaccordance with the written agreements governing such deposits or, ifthereis no written agreement, banking practice. All deposits received after Bank'sestablished cut-off time on a Business Day or at any time on a day which isnot a Business Day will be credited (and will be considered deposited) toCompany's Account at the end ofthe next Business Day. Deposits placed inone ofBank's "night depositories" before the established deadline on anyBusiness Day will be credited to Company's Account at the close ofbusinesson that same day. All other deposits placed in the "night depository" will becredited to Company's Account at the end ofthe next Business Day.

Company's Use of Funds.

Company's use oftimds deposited to Company's Account will be governed byBank's separately disclosed collection schedule and, ifCompany's Account isa checking account, timds availability policy. Bank's collection scheduledescnbes when deposits ofItems that satisfY certain criteria will beconsidered collected A fee may be charged in connection with any use ofuncollected timds permitted by Bank. The then-current rate will appear on thestatement for Company's Account. Bank's timds availability policy describeswhen timds deposited to Company's checking Account will be available to beused for all purposes. Bank may change its collection schedule and fundsavailability policy from time to time without prior notice to Company.

Deposits at Afliliates.

Company may make deposits to Company's Account(s) at an Affiliate,provided the Affiliate agrees. IfCompany makes a deposit to Company'sAccount at an Affiliate, that Affiliate's collection schedule and fundsavailability policy will determine when the timds deposited to Company'sAccount will be considered collected and available.

Deposits of Non-U.S. Items.

Bank may refuse to accept for deposit or collection an Item that is payable incurrency other than U.S. dollars or an Item that is not drawn on a fmancial

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institution chartered in the United States (each, a "non·US.ltem"). IfBankaccepts a non-US. Item for deposit to Company's Account or collection,Company accepts all risk associated with foreign currency fluctuation(exchange rate risk) and any late return ofthe non-US. Item. Companyagrees Bank may use Bank's current buying and selling rate, as applicable,when processing a non-US. Item and may recover from Company's Accountany loss Bank incurs as a result ofprocessing such an Item for Company.Bank reserves the right to place longer holds on non-US. Items than thetimeframes specified in Bank's funds availability policy for Deposited Items.

Acts and Omissions of Other Financial Institutions.

Bank is not liable for the insolvency, neglect, misconduct, mistake, or defaultofanother bank or person, or for the loss or destruction ofa Deposited Itemor ofa notice ofnonpayment relating thereto. Ifa Deposited Item is lost ormisrouted during the collection process: (i) Bank shall have noresponsibility to Company for the actions or inactions ofany collectingbank; (ii) Bank may charge Company's Account for the amount oftheDeposited Item (and reverse any interest that may have accrued toCompany's Account in connection with the Deposited Item); and (iii)Company agrees to cooperate with Bank in recreating the Deposited Item.

Deposited Items Retnrned.

Bank has the right to charge back to or otherwise debit any ofCompany'sAccount(s) for any Deposited Item that is returned (and to reverse or recoverany associated interest that may have accrued), even ifCompany has madewithdrawals against it. This right ofcharge back or debit is not affected bythe expiration ofany applicable midnight deadline, provided Bank does nothave actual koowledge that such deadline has expired or, having suchkoowledge, (i) Bank concludes that the Deposited Item has been returned inaccordance with the laws governing this Agreement or a rule (including aclearing house rule); or (ii) Bank has received a breach ofwarranty claim inconnection with the Deposited Item.

Bank has the right to pursue collection ofsuch Deposited Item, even to theextent ofallowing the payor bank to hold the Deposited Item beyond themidnight deadline in an attempt to recover payment. Bank may redeposit areturned Deposited Item and re-present it for payment by any means(including electronic means), unless Bank has received instructions fromCompany not to redeposit such Deposited Item. Bank will have no liabilityfortaking or failing to take any action to recover payment ofa returnedDeposited Item.

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Ifone ofCompany's Deposited Items is returned with a claim that there is abreach ofwarranty (for example, that it bears a forged endorsement or isaltered in any way), Bank may debit Company's ACCOWlt for the amoWlt ofthe Item (plus any associated fees) and pay the amoWlt to the person orentity making the claim. Bank is Wlder no duty to question the truth ofthefacts that are being asserted, to assess the timeliness ofthe claim, or toassert any defense. Bank need not give Company any prior notification of itsactions with respect to the claim. Company agrees to immediately repay anyOverdraft caused by the return ofa Deposited Item.

Direct Deposits Returned by Bank.

I~ in connection with a direct deposit plan funds are deposited toCompany's ACCOWlt and later returned to the originator, Bank may deductthe amoWlt from that or any other Account Company maintains at Bank,without prior notice and at any time, except as prohibited by the lawsgoverning this Agreement. Bank may also use any other legal remedy torecover the amount.

Reconstructing Lost or Destroyed Deposited Items.

Ifa Deposited Item is lost or destroyed during processing or collection(either at Bank or at another point in the payments system), Companyagrees to cooperate fully with Bank to reconstruct the Deposited Item bypromptly: (i) providing Bank with a copy ofthe front and back oftheDeposited Item from Company's or the issuer's records; (ii) asking the issuerto place a stop payment on it (at Bank's expense) and issue a replacementItem to Company (ifthe Deposited Item has not been paid); or (iii)reviewing Company's records and other information and conducting anyadditional research as may be reasonable to determine the issuer's identity(ifCompany does not know the identity ofthe issuer ofthe Deposited Item).IfCompany fails to cooperate with Bank, Bank may, at any time and withoutadvance notice to Company, reverse or otherwise adjust any credit made toCompany's AccoWlt for a lost or destroyed Deposited Item.

Withdrawals from Company's Account

Determining Company's Account's Balance; Debiting Company's Account.

In determining the balance in Company's AccoWlt that is available to payItems, Bank may reduce the available balance by the amoWlt ofany holdthat Bank has placed on Company's AccoWlt Wlder this Agreement.Additionally, Bank may place a hold on Company's AccoWlt ifBank receivesan electronic notice that an Item will be presented for payment or collectionagainst Company's Account (a "Notice ofPresentment"). The hold mayremain in effect from the time the Notice ofPresentment is received until

22

the Item is presented or notice is received that the Item will not bepresented, whichever first occurs. Bank may conclusively rely on theinformation it receives in an electronic presentment or notification whendetennining the available balance in Company's Account, and Bank will nothave any liability for refusing to honor any ofCompany's Items because ofinsufficient funds, even ifthe electronic presentment or notificationincorrectly describes the Item, including its amount. Bank may debitCompany's Account on the day an Item is presented by any means,including without limitation electronically, or at an earlier time based onnotification received by Bank that an Item drawn on Company's Accountwill be presented for payment or collection. A detennination ofthe balancein Company's Account for purposes ofmaking a decision to dishonor anItem for insufficiency or unavailability offunds may be made at any timebetween the presentment ofthe Item (or earlier upon receipt ofany NoticeofPresentment) and the time ofreturn ofthe Item. No more than one suchdetennination need be made.

Order of Posting; Categories ofltems

Bank posts transactions during its nightly processing each Business Day.Generally, Bank first posts deposits or incoming transfers received before thedeposit cutoff time that day. Bank 1hen posts wi1hdrawals (such as AlM, debitcard or check transactions) that have been received for payment fromCompany's AccOlmt. Bank pay.s some categories (or types) oftransactions, suchas debit card transactions, before other types oftransactions, such as checks.

The order in which Bank posts Items to Company's Account will dependupon a number offactors. For example, in connection with the process ofposting Items, Bank has 1he right to (i) establish different categories ofItems, (ii) establish a posting order for each category ofltem(s), and (iii)establish different posting orders for Items within each category. Except to1he extent limited by federal regulatory and judicial au1horities, Bank hasthe right to change any ofthe factors described in (i), (ii) and (iii) above atany time without notice to Company.

Establishing categories ofItems. Bank groups Items into categories itestablishes. For example, Bank may group debit card transactions into onecategory, and group checks into another category. Bank may include morethan one type ofItem in a single category.

Establishing a posting order for each category ofItems. Bank pay.s somecategories (or types) oftransactions, such as debit card transactions, beforeother types oftransactions, such as checks.

Establishing a posting order ofItems wi1hin a single category. If there aremultiple transactions wi1hin a category, the order in which the transactionsare posted will vary depending on the type oftransaction.

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For example, Bank will pay the most common types oftransactions in thefollowing order:

• A1M, debit card, account transfers, teller cashed checks and teller cashwithdrawals - transactions will be sorted by the date the transaction wasconducted. For a debit card transaction, ifa merchant does not seekpre-authorization from the Bank at the time ofthe transaction, Bank willuse the date the transaction is received for payment from Company'saccount. If there are multiple transactions on a date, those transactions willbe sorted by time (where that infonnation is available to Bank's postingsystems); the remaining transactions on that date will be sorted and paidfrom lowest to highest dollar amount.

• Checks and automatic payments (also known as ACH).

Ifthere are multiple transactions, the transactions will be sorted and paidfrom highest to lowest dollar amount.

Relation between posting order and overdraftslreturned items

On any given Business Day, ifBank receives more than one Item forpayment and determines there are sufficient funds to pay one or more butnot all ofthe Items, then the number ofItems paid and the overdraft andreturned Item fees assessed could be affected by the order that Bankchooses to post those Items. For example, ifBank posts Items in the order ofhighest to lowest dollar amount, the total number ofoverdraft and returnedItem fees Company is charged could be larger than ifBank were to post theItems in a different order.

Paper Items Presented Over-the-Counter for Payment by aNon-Customer.

Ifa Paper Item drawn against Company's Account is presented over·thecounter for payment by a person who does not have a deposit account atBank, Bank may charge a fee to the person presenting the Paper Item as acondition for payment ofthe Paper Item. Company should contact itsbanker ifCompany has questions or ifCompany is required for any reasonto have a place where Company's Paper Items can be cashed without a fee.The amount ofthe fee is disclosed in the fee and infonnation schedule. Bank

24

may require identification acceptable to Bank and not prohibited by the lawsgoverning this Agreement, including a fingeq:>rint ofthe person presentingthe Paper Item. Bank may dishonor the Paper Item ifthe person refuses to paythis fee or provide the identification Bank requests.

Large Cash Withdrawals.

IfCompany wants to cash a check (or make a cash withdrawal fromCompany's Account) for a very large amount, Bank may require five (5)Business Days' advance notice so that it can order the cash from its vault.Bank may, but is not obligated to, require that Company provide adequatesecurity when Company picks up the cash and may also require Companyto pick up the cash at Bank's central vault or other location.

Withdrawals at Affiliates.

Company may make withdrawals from Company's Account at an Affiliate,provided the Affiliate agrees. Ifan Affiliate cashes an Item for Company,Bank may place a hold on Company's Account(s) for a corresponding amountoffunds. Ifthe Item is later returned to the Affiliate for any reason, Bank maydebit one or more ofCompany's Accounts for the amount ofthe Item.

Items Resulting From Company's Disclosnre of Company'sAccount Number.

IfCompany voluntarily discloses Company's Account number to anotherperson orally, electronically, in writing or by some other means, and Bankdetermines that the context ofsuch disclosure implies Company'sauthorization to debit Company's Account, Bank may treat such disclosureas Company's authorization to that person to issue Items drawn onCompany's Account.

Missing Signatures; Alterations; Forgeries.

Bank will have no responsibility for reviewing the number or combination ofsignatures on an Item drawn on Company's Account. This means that ifCompany has indicated that more than one signature is required inconnection with an Item drawn on Company's Account,

Bank will have no liability to Company ifa transaction is conducted on orthrough Company's Account contrary to the signature requirementsCompany has specified, provided at least one ofthe required signaturesappears on the Item. Bank will have no liability to Company for failing todetect a forgery ofthe signature ofan Authorized Signer or an alteration ofone ofCompany's Items, ifthe forgery or alteration is such that a reasonableperson could not reasonably be expected to detect it.

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Dates and Special Instructions on Paper Items.

Bank may, without inquiry or liability, pay one ofCompany's Paper Itemseven though: (i) special instructions written on the Paper Item indicate thatBank should refuse payment (e.g., "Void after thirty (30) days," "Paid-In-Full,"or "Void over $100"); (ii) the Paper Item is staledated (e.g, it bears a datethat is more than six (6) montha in the past), even ifBank has knowledge ofthe date on the Paper Item; (iii) the Paper Item is post-dated (e.g, it bears adate in the future), unless an Authorized Signer has given Bank a notice ofpost-dating; or (iv) the Paper Item is not dated. In addition, Bank may pay inu.s. dollars the amount that has been MICR-encoded on Company's PaperItem, even though Company has purportedly drawn the Paper Item in aforeign currency.

Facsimile or Mechanical Signatures.

IfCompany has elected to use a facsimile, other mechanical signature(including a stamp) to sign or endorse Paper Items or a Company logo orother marl< in lieu ofa signature, Bank may rely on that signature (or anysignature that purports to be the facsimile, other mechanical signature ofanAuthorized Signer) or the Company logo or other mark as Company'sauthorized signature without regard to when or by whom or by what meansor in what ink color such signature, Company logo or other mark may havebeen made or affixed to a Paper Item deposited to, drawn on or otherwisedebited to Company's Account.

Consumer ACH Debit Entries.

Under the ACH Operating Rules, certain types ofACH entries may only bepresented on a consumer account. These entries (each, a ''Consumer ACHDebit Entry") include without limitation Point ofPurchase ("POP"), accountreceivable ("ARC"), destroyed check ("XCK") and returned check ("RCK")entries. Bank shall have no obligation to pay, and no liability for paying, anyConswner ACH Debit Entry on Company's Account.

Stop Payment Orders; Notices oCPost-Dating

General.

"Stop payment order" refers to both an order to Bank not to pay a PaperItem and to a notice ofpost-dating. To be effective, a stop payment ordermust be received in a time and manner that gives Bank a reasonableopportunity to act on it before paying. accepting, certifYing, cashing orotherwise becoming obligated to pay Company's Paper Item as provided inthe Unifonn Commercial Code. Each stop payment order is subject toBank's verification that the Paper Item descnbed in the order has not been

26

paid. This verification may occur subsequent to the time Bank accepts thestop payment order.

Content of Stop Payment Order.

Bank requires the exact (i) name ofthe payee, (ii) number ofCompany'sAccount on which Paper Item is drawn, (iii) Paper Item amount and (iv) thePaper Item number or a range ofPaper Item numbers. Bank may, at its solediscretion, use only a portion ofthe required infonnation in order to identifYa Paper Item. Failure to provide correct and complete infonnation may makeit impossible for Bank to stop payment ofa Paper Item. Company agrees toindemnifY and hold Bank harmless from and against any loss incurred byBank as a result ofBank's paying a Paper Item ifany ofthe informationrelied upon in the stop payment order is incorrect or incomplete (or as aresult of Bank's not paying a Paper Item for which a valid stop paymentorder is in effect).

Effective Period of Stop Payment Order; Renewal; Revocation.

Bank need not honor a written stop payment order for more than six (6)months. For accounts that do not have Bank's STOP AUTO-RENEWALService, Company must renew a stop payment order ifCompany does notwant the stop payment order to expire after six (6) months. Each renewal istreated as a new stop payment order. For accounts with Bank's STOPAUTO-RENEWAL Service, a stop payment order is subject to annualrenewals for up to six (6) twelve-month periods, unless Company hasotherwise notified Bank in writing. Bank may pay a Paper Item after a stoppayment order has expired, even though the Paper Item is more than six (6)months old. An instruction to revoke a stop payment order must be receivedin a time and manner that gives Bank a reasonable opportuni1y to act on it.

Liabili1y to Holder in Due Course.

Notwithstanding Bank's timely retom ofany Paper Item due to a valid stoppayment order, Company may still be liable under the laws governing thisAgreement for the amount ofthat Item.

Paper Items Paid Over Valid Stop Payment Orders.

IfBank pays a Paper Item over a valid stop payment order, Bank may requireCompany to provide Bank with an affidavit describing in detail Company'sdispute with the payee. IfBank credits Company's Account after paying apost-dated Paper Item over a valid and timely notice ofpost-dating, Bankmay charge Company's Account for the amount ofthe Paper Item as ofthedate ofthe Paper Item.

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Overdrafts; Security Interest; Bank's Right to Setoff

Overdrafts and Insnfficient Funds.

Bank may, at its option, payor refuse to pay any Item ifit would create anOverdraft on Company's Account, without regard to whether Bank mayhave previously established a pattern ofhonoring or dishonoring such anItem. Bank may take either ofthe following actions ifBank receives an Itemdrawn on Company's Account and there are insufficient available funds inCompany's Account to cover the Item, without prior notice to Company:

• Pay the Item and create an Overdraft on Company's Account.

• Return the Item ifthe Item would create an Overdraft onCompany's Account.

Company agrees to pay Bank's fee that may vary depending on the actionBank takes. Any Overdraft on Company's Account is immediately due andpayable, unless Bank agrees otherwise in writing. Company agrees toreimburse Bank for the attorneys' fees and other costs and expenses Bankincurs in recovering the Overdraft (including Overdraft and associatedfees). On a Business Day when Bank determines that there are sufficientfunds in Company's Account to pay one or more but not all ofthe Itemspresented for payment on Company's Account, the order in which Bankposts such Items may affect the number ofItems paid and the Overdraftand returned Item fees assessed. When Bank posts Items in the order ofhighest to lowest dollar amount, the Overdraft and returned Item fees maybe more than these fees would be ifBank were to post the Items in the orderoflowest to highest dollar amount.

Security Interest; Bank's Right to Setoff

To secure Company's perfonnance ofthis Agreement, Company grantsBank a lien on and security interest in Company's Account and Company'saccounts with any Affiliate. In addition, Company acknowledges Bank maysetoff against any Account(s) (including matured and unmatured timeAccount(s)) for any obligation Company owes Bank at any time and for anyreason as allowed by the laws governing this Agreement. These obligationsinclude both secured and unsecured debts and debts Company owesindividually or together with another person. Bank may consider thisAgreement as Company's consent to Bank's asserting its security interest orexercising its right ofsetoff should the laws governing this Agreementrequire Company's consent. IfCompany's Account is an unmatured timeaccount, Bank may deduct any early withdrawal fee that may be due as aresult of Bank having exercised its right ofsetoff. IfCompany has a Sweep

28

Account, Company also authorizes Bank to redeem Company's shares in theDesignated Money Market Fund and apply the proceeds to any obligationCompany owes Bank. The rigbts descnbed in this subsection are in additionto and apart from any other rigbts, including any rigbts granted under anysecurity interest that Company may bave granted to Bank.

Bank Fees and Expenses

General.

Company agrees to pay Bank in accordance with the fee and informationschedule, Company also agrees to pay an amount equal to any applicabletaxes, however designated, exclusive oftaxes based on the net income ofBank.

Payment ofBank Fees and Expenses; Finance Charges.

Bank may either directly debit Company's Account or invoice Company forBank fees and expenses and taxes incurred in connection with Company'sAccount and any Service. Ifan Earnings Allowance accrues on Company'sAccount, Bank will periodically apply Company's accrued EarningsAllowance to Bank fees and expenses (unless Bank otherwise indicates inwriting). Bank may debit Company's Account (or any other AccountCompany maintains at Bank) or invoice Company for any amount by whichthe fees and expenses exceed the accrued Earnings Allowance onCompany's Account. Bank may also debit Company's Account (and anyother account Company maintains at Bank) for attomeys' fees and any otherfees and expenses Bank incurs in exercising its rigbts under this Agreementincluding Bank's rights in connection with Overdrafts, Adverse Claims,Legal Process and "Freezing" Company's Account. Ifthere are insufficientfunds in Company's Account to cover the debit, Bank may overdrawCompany's Account. Company agrees to promptly pay any invoicedamount. Bank may assess finance charges on any invoiced amounts that arenot paid within forty-five (45) dsys ofthe date ofinvoice, Finance chargesare assessed at a rate of1.5% per month (18% per annwn) or the highestamount permitted by the laws governing this Agreement, whichever is less.Cbarges for accrued and nopaid interest and previously assessed financecharges will not be included when calculating finance charges. Paymentsand other reductions ofamounts owed will be applied first to that portion ofoutstanding fees attributabIe to charges for accrued and unpaid interest andpreviously assessed finance cbarges, then to other fees and expenses.Debiting ofservice fees occurs on the day ofeach calendar month Bankseparately discloses to Company, or ifthe disclosed day is not a BusinessDay, on the next succeeding Business Day,

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Earnings Allowance.

Each month, the average monthly Investable Balance in a commercialdemand deposit account may earn an "Earnings Allowance" which,depending on the arrangement with Bank, may be applied against thatmonth's fees for the account. An Earnings Allowance in excess ofthe totalmonthly fees cannot be credited to the accooot as interest and may not becarried forward to the following month. Earnings Allowances are calculatedon a 3651366-day year basis using an "Earnings Allowance Rate," which is avariable rate established by Bank (and which may be as low as zero percent).Bank reserves the right to change this rate at any time without notice toCompany. Ifthe accooot is an interest-bearing accooot, the account is noteligible to earn an Earnings Allowance.

Recoupment Fee.

The FDIC charges each insured bank a fee to cover its share ofthe cost ofproviding deposit insurance to depositors. The FDIC does not charge abank's depositors for deposit insurance or require banks to pass the cost ofdeposit insurance on to their depositors. The FDIC does, however, permit abank to recoup the cost ofdeposit insurance from its depositors, so long asthe fee the bank charges its depositors does not reveal information thatcould be used to determine the bank's confidential supervisory ratings ormislead depositors by implying the FDIC is charging the fee. Bank assessesthis Recoupment Fee to partially recover insurance premiums it pays to theFDIC for deposit insurance. The amouot ofthe Recoupment Fee appears onthe periodic statement or client analysis statement for Company's accountand is based on the monthly average ledger balance Company maintains inits accooot. The Recoupment Fee is subject to chaoge by Bank at any timewithout notice. For questions about the Recoupment Fee, Company maycontact its relationship manager at Bank.

Bank's Use of FUnds.

Bank may benefit from having the use offunds in customers' non-interestbearing accounts. Bank may use these fimds to reduce its borrowing fromother sources such as the Fed Fonds market or invest them in short-terminvestments such as its Federal Reserve Accooot. This benefit may bereferred to as "spread". It is not possible to quantify the benefit to Bank thatmay be attributable to a particular customer's fimds because funds from allcustomers' non-interest bearing accounts are aggregated both for purposesofreducing Bank's borrowing costs and for investment and because Bank'suse offimds may vary depending on a number of factors including interestrates, Federal Foods rates, credit risks and Bank's anticipated fimding needs.Bank's use offimds as descnbed in this paragraph has no effect or impact onCompany's use ofand access to fimds in Company's account.

30

Checking SubaccountsFor each checking account, Bank may establish on Company's behalf amaster account and two subaccounts. All information that is made availableto Company about Company's Account will be at the master account level.The subaccounts are comprised ofa savings account and a transactionaccount. On the first day ofeach month, Bank will allocate funds betweenthe two subaccounts as it deems appropriate. Items received by Bank thatare drawn against Company's master account will be presented for paymentagainst the transaction subaccount. Funds will be transferred from thesavings subaccount to cover Items presented against the transactionsubaccount as may be needed. On the sixth (6th) transfer from the savingssubaccount during a statement period all ofthe funds on deposit in thesavings subaccount will be transferred to the transaction subaccount. IfCompany's Account earns interest, the use ofsubaccounts will not affect theinterest Company earns.

Miscellaneous

Acceptable Form of Paper Items; Document and Image Quality.

Company agrees to comply with Bank's specifications for Paper Items,including without limitation paper stock, dimensions, and other generallyapplicable industry standards for Paper Items and to include on Company'sPaper Items Bank's name and address as directed by Bank. Certain features(such as security features) ofan originally issued Item or a Deposited Itemmay impair the image quality ofa substitute check, purported substitutecheck or electronic Item created by Bank or any third party. Bank will not beliable for any claims, demands, judgments or expenses paid, suffered orincurred by Company, and Company will indemnifY Bank from and holdBank hannless against any claims, demands, judgments or expenses paid,suffered or incurred by Bank, arising directly or indirectly as a result ofor inconnection with (i) the untimely return ofany Paper Item Company hasissued as a result o( and any presentment-related problem resulting from,the failure ofthe Paper Item to conform in any respect to Bank's Paper Itemspecifications, including without limitation, failure to include Bank's fullname and address on the Paper Item, and (ii) any claim based on the imagequality ofa substitute check, purported substitute check or electronic Item,whether created by Bank or any third party.

Closing Company's Account

Company may close Company's Account at any time. Bank may, in its solediscretion, close Company's Account at any time. IfBank closes Company'sAccount, Bank may send the Collected Balance on deposit in Company's

31

Account by ordinary mail to Company's most recent address shown onBank's account records. Whether Company or Bank closes Company'sAccount, Company agrees to maintain on deposit in Company's Accountsufficient funds (determined in Bank's sole discretion) to cover outstandingItems to be paid from Company's Account, charge-backs including withoutlimitation returned Deposited Items and Bank's fees and expenses. ThisAgreement shall continue to govern Company's Account until Bank makesa final disbursement from it. In addition, Bank will not be liable for any lossor damage that may result from dishonoring any ofCompany's Items thatare presented or otherwise received after Company's Account is closed. IfCompany's Account is an interest bearing account, the Account will ceaseearning interest from the date Company requests it be closed. Ifthe Accountbalance does not reach zero within three (3) months from the date ofCompany's request, Bank may close the Account and send Company thebalance as described above or return the Account to active status.

Contract Language.

English is the controlling language ofthe relationship between Companyand Bank. Bank may translate its agreements, fonus, disclosures andadvertisements into another language for Company's convenience.However, ifthere is a discrepancy between Bank's English languagematerials and the materials in another language, the English languageversion is controlling, unless (i) Bank otherwise agrees with Company inwriting; or (ii) the laws governing this Agreement specifically provide for adifferent result.

Credit Reports.

Company authorizes Bank to make any inquiries that Bank considersappropriate to determine ifBank should open and maintain an Account forCompany. This may include ordering a credit (or other) report (e.g., infonnationfrom any motor vehicle department or other state agency) on Company.

32

Dormant and Unclaimed Accounts.

Company's Account is doonant i~ for one year for a checking account orthree years for a Commercial savings or time account, there is no customerinitiated activity (except where the laws governing this Agreement requireotherwise). IfCompany's Account is doonant, Bank may hold all statementson Company's Account, but Bank's nonnal maintenance and other fees willcontinue to be assessed except where prohibited and A1M and Point-of-Sale("POS") access may be blocked. IfCompany's Account remains doonantand is unclaimed by Company for the period required under the lawsgoverning this Agreement, Bank is required by those laws to "escheat" thefunds; that is, to deliver the funds in Company's Account to the state whoselaws govern Company's Account. Bank may charge a fee to Company'sAccount for mailing an escheat notice. When the funds in Company'sAccount are delivered to the state, Company's Account is closed, and nointerest accrues. To recover funds delivered to the state, Company must filea claim with the state.

Entire Agreement; Headings; No Third Party Beneficiary.

This Agreement constitutes the entire agreement between Company andBank regarding the subjects addressed in it and supersedes prior oral orwritten representations, conditions, warranties, understandings, proposalsor agreements regarding Company's Account. Headings do not constitute apart ofthis Agreement. No person or entity will be deemed to be a thirdparty beneficiary under this Agreement.

Laws Governing this Agreement.

The laws governing this Agreement include the laws and regulations oftheUnited States and, to the extent applicable, the laws ofthe state in which theBank office that maintains Company's Account is located (unless Bank hasnotified Company in writing that the laws ofanother state shall governCompany's Account), without regard to conflicts oflaws principles. IfCompany's Account was not opened in person at a Bank office (for example,ifCompany opened its Account by phone, through the mail or over theInternet), this Agreement will be governed by the laws ofthe state in which

33

Bank's main office is located, unless Bank notifies Company that its Accounthas been assigned to a particular Bank office, in which event the laws ofthestate in which that office is located will govern this Agreement. Anylawsuits, claims or other proceedings relating in any way to Company'sAccount, any Service or this Agreement, including without limitation, theenforcement ofthe Arbitration Agreement in this Agreement and the entryofjudgment on any arbitration award shall be venued exclusively in thecourts ofthe state whose Jaws govern this Agreement, without regard toconflict oflaws principles. Each provision ofthis Agreement stands alone.Any provision ofthis Agreement which is inconsistent with the lawsgoverning this Agreement, either in its entirety or with respect to aparticular type oftransaction or Item, will be deemed modified and appliedin a manner consistent with the laws governing this Agreement. Anyprovision ofthis Agreement which a court ofcompetent jurisdictiondetennines to be unenforceable or invalid, either in its entirety or withrespect to a particular type oftransaction or Item, will not affect theenforceability or validity ofthe remaining provisions ofthis Agreement.

Notwithstanding the preceding paragraph, any funds transfer that is a"remittance transfer" as defined in Regulation E, Subpart B, as amendedfrom time to time, will be governed by the laws ofthe state ofNew Yorl<:,including New York's version ofArticle 4A ofthe Uniform CommercialCode, without regard to its conflict oflaws principles.

Minimum Balance Requirements; Other Restrictions.

Bank may impose minimum balance requirements or other applicablelimitations, or restrictions on Company's Account, provided suchrequirements, limitations or restrictions are disclosed to Company.

Modification of Agreement; Account Conversion.

Bank may in its sole discretion from time to time change this Agreement byadding new provisions or by modifYing or deleting existing provisions. Eachsuch addition, modification or deletion is referred to in this Agreement as a"modification." When applicshle law requires Bank to notifY Company ofamodification, Bank may do so by posting notice ofthe modification in Bankor at Bank's home page (www.wellsfargo.com).byincluding a message on orwith the statement for Company's Account, or by any other means that Bankconsiders appropriate, unless the laws governing this Agreement requiresnotice by a specific means. In addition, Bank may agree in writing to waive aprovision ofthis Agreement including without limitation a fee (a ''waiver'').Bank may, upon prior written notice to Company, revoke any waiver.Company's continued use ofCompany's Account or a related Servicefollowing the effective date ofany modification or revocation ofany waiver

34

will show Company's consent to that modification or revocation ofwaiver,Bank may convert Company's Account to another type ofaccount at any time,provided Bank gives Company any advance notice that may be required,

Monitoring and Recording Communications.

Bank may without liability monitor, record and retain telephoneconversations, electronic messages, electronic records and other datatransmissions between Company and Bank at any time without furthernotice to Company, unless further notice is otherwise required by the lawsgoverning this Agreement.

No Fiduciary Relationship.

Bank's relationship with Company concerning Company's Account is that ofdebtor and creditor; no fiduciary, quasi-fiduciary or special relationshipexists between Company and Bank,

Reliance on Bank Records.

Bank may rely solely on its records to determine the form ofownership ofand the Authorized Signers on Company's Account.

Reordering Cbecks.

Company can reorder cbecks by mailing the reorder form enclosed inCompany's current order ofchecks or by calling Bank at the telephonenumber shown on the statement for Company's Account. IfCompany or athird party prints its checks, Bank shall have no liability to Company ifBankis unable to process such checks by automated means,

Restricted transactions.

Company acknowledges and agrees that ''restricted transactions," as definedin the Unlawful Internet Gambling Enforcement Act of2006 andRegnlation GO issued thereunder, are prohibited from being processedthrough Company's Account or any relationship between Company andBank, In the event Bank identifies a suspected restricted transaction, Bankmay block or otherwise prevent, or prohibit such transaction and, further,Bank may close the Account or end the relationship,

Transferring an Interest in Company's Account

Company's Account may not be pledged, assigned or in any other mannertransferred, whether in whole or in part, without Bank's written agreement.

35

II. Additional Terms Applicable to All Commercial Interest-Bearing,Savings and Time Accounts

Interest-Bearing Accounts

VariablelFixed-Rate Accounts.

Company's interest-bearing Account may be either a variable-rate or fixed.rate account. Unless Bank has specified otherwise in writing, Company'sAccount will be a variable-rate account. That means Bank may in its solediscretion change the interest rate on Company's Account at any time, IfCompany's Account is a fixed-rate account and it is not a time account,Company will be paid the specified interest rate for at least thirty (30) days,

Method Used to Calculate Earned Interest.

Bank may use either the average daily balance or daily balance method tocalculate interest. The average daily balance method applies a periodic rateto the average daily collected balance for the period. The average dailybalance is calculated by adding principal for each day and dividing by thenumber ofdays in the period. The daily balance method applies a dailyperiodic rate to principal each day, Unless Bank has specified otherwise inwriting, it will use the daily balance method to calculate interest. IfCompany's Account is a tiered·rate account, Bank may pay the same interestrate on more than one tier,

Interest Accrual.

IfCompany deposits a non-cash Item, such as a check, interest begins toaccrue no later than the Business Day Bank receives credit for the deposit ofthat Item. This may not be the same day that Company deposits the noncash Item to Company's Account.

Compounding and Crediting.

Interest will compound on a daily basis. For checking and savings accounts,interest will be credited on a monthly basis. For time accounts, Bank willnotify Company separately as to the frequency with which interest will becredited to Company's Account.

Target Balance Accounts.

IfCompany maintains multiple accounts at Bank, Company may, with Bank'sconsent, designate in writing one such account as its "Principal Account" andone or more additional accounts as "Target Balance Accounts." For eachTarget Balance Account, Company will separately specify to Bankin writing the Ledger Balance or Collected Balance which Company wishes

36

to maintain in such account (the "Target Balance"). At the end ofeachBusiness Day, Bank will detennine the applicable balance on deposit in eachTarget Balance Account. Ifthe applicable balance in a Target BalanceAccount exceeds its Target Balance, Bank will transfer from the TargetBalance Account to the Principal Account such funds as are necessary tobring the applicable balance to the Target Balance. Ifthe applicable balanceis less than the Target Balance, Bank will transfer from the Principal Accountto the Target Balance Account such funds as are necessary to bring theapplicable balance to the Target Balance. Bank may, but will not be requiredto, transfer funds ifthe transfer would create an Overdraft or exceed theCollected Balance then on deposit in the Principal Account.

Interest Adjnstments.

An interest adjustment may be reflected on the statement for Company'sAccount for the month after it occurs rather than the month in which it occurs.

Tax Identification Number Certification.

Treasury regulations require Bank to obtain a Tax Identification Number("TIN') certification for each account. To avoid backup withholding tax onaccounts that earn interest or dividends, Company must submit InternalRevenue Service ("IRS") Form W-9 or the appropriate Form W-8 andsupporting information and/or documentation to Bank. U.S. citizens or otherU.S. persons, including resident alien individuals, must provide a Form W-9.IfCompany is a non-resident alien as defined by the IRS, Company mustprovide the appropriate Form W-8. Additional documentation may berequired ifCompany is a foreign partnership, foreign government, or isclaiming an exemption based on Effectively Connected Income. Until Bankhas received the completed and signed Fonn(s) W-9 or W-8, or any otherrequired forms, Bank will pay interest and comply with the backupwithholding requirements ofthe IRS. I( at any time, Bank receivesinformation that someone other than Company is using the same TIN thatCompany certified as its TIN on Form W-9, and Bank is uot able todetennine to its own satisfaction that the TIN has been assigned toCompany, Bank may at its option and without notice (i) stop paying intereston Company's Account, (ii) continue paying interest but comply with thebackup withholding requirements ofthe IRS and/or, (iii) take any otheraction which Bank believes is reasonable in the circumstances. IfCompanyis an individnal who owns its Account as a sole proprietor, upon thatindividual's death, Bank must be provided with the individual's estate's orsuccessor's TIN or Bank may either refuse to pay interest earned onCompany's Account since the date ofthe individual's death or withhold aportion ofthe interest that has been earned on Company's Account sincethe date ofthe individual's death.

37

Commercial Savings Accounts

Bank's Right to Require Notice.Bank has the right to require seven (7) days' written notice before Companywithdraws money from Company's Negotiable Order of Withdrawal (NOW)or savings Account.

Regulation D savings account transaction and other limited activity

Regulation D and Bank limit certain types ofwithdrawals and transfers from aFederal savings or money market account to a combined total of six (6) permonthly statement period (exceptions to the statement period may apply):

Limited by Regulation D:-Transfers by phone using Bank's automated banking service orspeaking with a banker on the phone

• Transfers or payments through online, mobile, and text banking(including biJI pay)

• Transfers to a checking account for overdraft protection coveragePreauthorized transfers and withdrawals (including recurring and onetime)

• Payments to third parties such as checks, drafts, or similartransactions (counted when they are posted to the account and notwhen they are written)Debit or ATM card purchases that post to the savings or moneymarket account

Limited by Bank:• Transfers and payments to Wells Fargo credit cards, lines of credit,

and loans• Wires whether made in person, on the telephone, or online

Not limited:Except wire transfers as described above, there is no limit on withdrawals ortransfers made in person at an ATM or a Wells Fargo banking location or onany types of deposits.

An excess activity fee is assessed for transactions exceeding the limits statedabove. If the limit is exceeded on more than an occasional basis, Bank may berequired to close or convert the savings or money market account to achecking account, which would discontinue any overdraft protection it mightbe providing to another account, or close the account. If the withdrawal and

38

transfer limit is reached, Bank may decline transfers and withdrawals for theremainder of the monthly statement period (exceptions to the statement periodmay apply) to help Company avoid a fee and account conversion or closure.

The Excess Activity Fee for Savings and Money Market Accounts is $10 perexcess transaction.

Commercial Time Accounts

General.

Commercial Time ("time") Accounts include deposits which are payable,either on a specified date or at the expiration ofa specified time, no less thanseven (7) calendar days after the date ofdeposit. Bank may refer to a timeaccount as a "certificate ofdeposit" or a "CD," even though the time accountis not represented by a certificate.

Certificated Time Acwnnts.

IfCompany receives a certificate evidencing Company's time Account,Bank may require Company to present the certificate and any amendmentsto receive payment or transfer ownership.

Maturity Date.

Company's time Account will mature at the end ofthe term stated onCompany's receipt, disclosure or certificate, as applicable.

Time Requirements.

Company agrees to keep Company's funds on deposit until the maturitydate. Company may make withdrawals from Company's time Account onthe maturity date or within the grace period after that date. Bank will notagree in advance to allow withdrawal before maturity.

Payment of Interest.

IfCompany has elected a payment ofinterest other than a credit toCompany's time Account, Bank may in its sole discretion terminate it infavor ofcrediting Company's time Account. Ordinarily, such discretion willbe exercised when an interest payment mailed to Company's Accountaddress has been returned undelivered or when an Account to whichCompany's interest payments were automatically credited has been closed,or ifthe interest payment amount is less than any minimum amountdisclosed in the fee and information schedule.

39

Additional Deposits.

Other than during the grace period, Company may not make additionaldeposits to Company's time Account, unless Bank otherwise agreesin writing.

Withdrawal ofInterest Prior to Matnrity.

A withdrawal ofinterest prior to maturity will reduce earnings.

Renewal Policies.IfCompany's time Account is automatically renewable, at maturity it willrenew (i) for a like term; and (ii) at Bank's interest rate in effect on thematurity date for a new time deposit ofthe same term and amount, unlessBank has notified Company that it will not renew Company's Account.Company may withdraw Company's funds anytime during the grace periodwithout a fee. IfCompany does, Bank will not pay interest for that period onthe funds withdrawn. IfCompany's time Account is not automaticallyrenewable and Company does not withdraw the funds on the maturity date,the funds will no longer earn interest after the maturity date and will beplaced in a non-interest-bearing checking Account.

Early withdrawal fee. If Company withdraws funds from its time Accountbefore the maturity date, an early withdrawalfee will be assessed:

For terms less than three months (or less than 90 days), the fee is onemonth's interestFor terms three months (or 90 days) through 12 months (or 365 days),the fee is three months' interestFor terms over 12 months through 24 months, the fee is six months'interest

• For terms over 24 months, the fee is 12 months' interestMinimum fee is $100

The early withdrawal fee is based on the principal amount withdrawn, at theinterest rate on Company's time account at the time of withdrawal. Forpurposes of determining the amount of the early withdrawal fee, one month'sinterest is equal to one year's interest, at the interest rate in effect at the timeof withdrawal, divided by 12. The amount of the early withdrawal fee isdeducted from earned interest. If the fee is greater than the earned interest, thedifference is deducted from the principal. In no event will the early

40

withdrawal fee for a withdrawal during the first six days after the date ofdeposit be less than seven days' simple interest.\

m. Funds Transfers

General.

Funds transfers to or from Company's Account will be governed by the rulesofany fimds transfer system through which the transfers are made, asamended from time to time, including, without limitation, the NationalAutomated Clearing House Association and any regional association (each,an "ACH") and Clearing House Interbank Payments System (''CHIPS''). Thefollowing terms are in addition to, and not in place o~ any other agreementsbetween Company and Bank regarding fimds transfers.

Notice ofReceipt ofFunds.

Unless Bank has otherwise agreed in writing, it will notifY Company offimds electronically debited or credited to Company's Account throughthe statement for Company's Account covering the period in which thetransaction occurred. Bank is under no obligation to provide Company withany additional notice or receipt.

Reliance on Identification Numbers.

Ifa transfer instruction descnbes the person to receive paymentinconsistently by name and account number, payment may be made on thebasis ofthe account number even ifthe account number identifies a persondifferent from the named person. Ifa transfer instruction descnbes aparticipating financial institution inconsistently by name and identificationnumber the identification number may be relied upon as the properidentification ofthe financial institution.

Duty to Report Unauthorized and Erroneous Fuod Transfers.

Company agrees to exercise ordinary care to determine whether a fundtransfer to or from Company's Account was either erroneous or notauthorized and will notifY Bank ofthe facts within a reasonable time notexceeding fourteen (14) days after Bank sends or makes available toCompany the statement for Company's Account on which the transferappears or Company otherwise has notice ofthe transfer, whichever isearlier. Company will be precluded from asserting that Bank is not entitledto retain payment unless Company objects to payment within the fourteen(14) day period.

41

Erroneous Payment Orders.

Bank has no obligation to detect errors in payment orders (for example, anerroneous instruction to pay a beneficiary not intended by Company or topay an amount greater than the amount intended by Company, or anerroneous transmission ofa duplicate payment order previously sent byCompany). Should Bank detect an error on one or more occasions, it shall notbe construed as obligating Bank to detect errors in any future payment order.

Automated Clearing House (ACH) Transactions.

The folIowing terms apply to payments to or from Company's Account thatare transmitted through an ACH:

• Company's rights as to payments to or from Company's Account will begoverned by the laws that govern Company's Account.

• Credit given by a receiving bank to its customer for a payment fromCompany's Account is provisional until fina1 settlement has been made oruntil payment is considered received under the laws that governCompany's Account.

• Iffina1 settlement or payment is not made or received, the receiving bankwill be entitled to a refund from its customer and Company, as theoriginator ofthe payment will not be considered to have paid Company'scustomer.

• Ifa payment is made to Company's Account and Bank does not receivefinal settlement or payment is not received under the laws governing thisAgreement, Company will not be considered to have received payment,and Bank will be entitled to reimbursement from Company for thatpayment.

• Company hereby authorizes any Originating Depositary FinancialInstitution (ODFI) to initiate, pursuant to ACH Operating Rules, ACHdebit entries to Company's Account for electronic presentment or representment oflterns written or authorized by Company.

IV. Selected Services

Stagecoach Deposit"' - ATM Deposit Only Card Service.

Company may elect to utilize Bank's Stagecoach Deposit"'-A1MDepositOnly Card Service by completing and returning to Bank the setup form forthe Service. This Service allows Company to make deposits to Company'sAccount using a Stagecoach Deposit"' - A1M Deposit Only card ("Deposit

42

Card") and a designated Wens Fargo® AIM ("AIM"). Company will makesuch deposits according to the instructions Bank provides and will gainaccess to the AIM using the Deposit Card and a Personal IdentificationNumber ("PIN"), the risk ofmisuse ofboth ofwhich Company assumes. Bankwill provisionally credit each deposit to Company's Account based on theamount Company keys into the AIM. Company's AIM deposits are subjectto the standard cut-offtime established for the AIM into which the depositwas made and Bank's funds availability policy applicable to Company'sAccount. Ifthe donar amount ofCompany's deposit as determined by Bankdiffers from Company's total (as shown on Company's AIM receipt), Bankwill send Company a statement showing the amount ofthis difference.Company agrees Bank's count ofthe dollar amount ofCompany's depositwill be conclusive and binding on Company. Company will have funresponsibility for each deposit and its contents until the deposit has beencompletely and physically accepted into the AIM. IfCompany claims anyportion ofa deposit was lost or stolen while in Bank's custody, Companyackoowledges Company has the burden ofproving its claim. IfCompanyorders supplies for the AIM Deposit Service through the AIM, Companyauthorizes Bank to initiate debits to Company's Account and credits to theaccounts ofthird party vendors to cover the cost ofsuch supplies provided toCompany. Such transfers may be processed through an automated clearinghouse or any other means chosen by Bank and will be subject to the rules ofthe fimds transfer system used by Bank. Company's authorization will remainin full force and effect until Bank has received written notification fromCompany of its termination in such time and manner as to afford Bank andany third-party vendor a reasonable opportunity to act on it.

Stag«oach Deposit® - Post Verify Service.

IfCompany elects to utilize Bank's Stagecoach Deposit"' - Post VerifYService, Company win prepare, package and deliver Stagecoach deposits toBank in accordance with Bank's instructions. Bank will provisionally creditCompany's Account for the currency shown on the deposit ticket enclosedin Company's Stagecoach deposit bag as follows: (i) same day credit fordeposits delivered to an office ofBank j)efore that office's cut-offtime on anyBusiness Day or for deposits placed in night depository ofBank before 6 :00a.m. on any Business Day; or (ii) next Business Day credit for depositsdelivered to an office ofBank on any Business Day on or after Bank's office'scut-offtime or on any non-Business Day. All Stagecoach deposits are subjectto Bank's acceptance and verification. Bank will verifY the currency inCompany's Stagecoach deposit bag either at a later time in Bank's office or

43

when Company's Stagecoach deposit bag is delivered to Bank's cash vault.Checks will be verified when they are delivered to Bank's check processingcenter. Bank reserves the right to adjust (debit or credit) Company's AccountifBank determines that the amount shown on Company's deposit ticket isincorrect. Because the frequency ofannored courier transportation fromBank's offices to Bank's vaults varies from office to office, the time it takes toverify Company's Stagecoach deposit may vary, depending on the office towhich Company's Stagecoach deposit bag is delivered. In most cases,adjustments will be made and notification will be sent within three (3)Business Days. Adjustments will be effective when they are processed.

II© 2014 Wells Fargo Bank, N.A.Wells Fargo Bank Northwest N.A.All rights resen'ed. Members FDIC

44

COM 1416 (Rev10/14)

•Treasury Management Product Enrollment

Customer Information

CustomerName _~.-'0_-'-''- CEOCompanylD

Street Address

City __________ State Zip

CountryCodeCountryName ::::U:..:n:.:;ite:::d:::S:::ta"'t;:e:::s'-- (~applicable)

PrimaryContact _____________ Phone

Email Address _____________ Fax

Acceptance ofServices

EacIl personsigning in thesignatureblockat theend of thisform certifies that:

the customer identified in the signature block ("Customer" or "Company") has received and agrees to be bound by the SeI\IiceDocumentation for the Tnaasury Management Services (each, a "Service") in which Customer is enrolling as of the date of this form. "SeNiceDocumentation" isdefined inWellsFargoBank, NA's("Bank")MasterAgreement forTreasuryManagement Services.

Customer has granted the person(s)signing the signature block the authority on Customer's behall to (i) enter into this and other agreementswith Bank for Serviceson or after the Effective Date of this form and (ii) amend, terminate or otherwise act on behalf of Customer with respectto thisformand theServices.

Customer's use of anyService, including each ServiceCustomer enrolls in after the Effective Date of this form, confirms Customer's receipt ofand agreement to be bound bytheServiceDocumentation relating to thatService.

"Customer' mayalso be referred to as"Company" in theService Documentation.

___________________ llN(s)

Customerl:ntity

Narne(s)

©2015WeIIsFargoBank, NA.A11 rights reserved.TMPtodLdEnrollmentTM-15OO(1W5I&'2Q15)

Page 1of2

CustomerApproval- (AuthorizedSignatureRequired}

Each person who signs this form on Customer's behaW isauthorized to do so by resolution, agreement or other legallysufficientaction of the governing body ofCustomer, ijCustomer is not an individual, or isanAuthorized Signer on Cuslomer'saccounl.

Printed Nameof Authorized Signer

Signature

Phone

Date

Printed NameofReiationship Manager/Authorized Approver Phone

elationsnp Manager/Authorized ApproverSignature· Date·Bysigning thisdocumentyouareapprovingandacknowferJging thisindividual isauthorizadtomakathesechangesonbehalfof thisrompany.

©2015WellsFargoBank, NA, All rights reserved.1MProdu:lEnrollment"TM-15OO(F1>v51612015)

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IIMaster Agreement for Treasury Management Services

The Service Documentation described below contains the terms under which Wells FargoBank, N.A. and the banks, branches or subsidiaries listed in Appendix X (each, "Bank")provide treasury management services ("Services"). The Bank customer to which theServices will be provided ("Customer") is identified in the Treasury Management ProductEnrollment form or other product enrollment formes) with acceptance of serviceslanguage acceptable to Bank (e.g., Mandate Letter) (collectively, the "Acceptance").

Bank and Customer agree:

1. Service Documentation. The Service Documentation contains the termsgoverning each Service and includes:

1.1. The Service Description;

1.2. The Acceptance;

1.3. This Master Agreement for Treasury Management Services ("Agreement");

1.4. The account agreement governing the account(s) (each, an "Account")Customer uses in connection with the Service; and

1.5. User Guides, which include Terms of Use, software, software licenses, priceschedules, specifications, instructions, and notices.

The documents and individual provisions of the Service Documentation are intendedto complement one another, and the Service Documentation as a whole.

This Agreement and Service Descriptions are posted at Bank's CommercialElectronic Office® (CEO®) portal. If there is a conflict among the documentscomprising the Service Documentation, they will govern in the order listedabove. Customer's use of a Service confirms Customer's receipt of and agreementto be bound by the applicable Service Documentation. If an enhancement to aService or other change requires a change to a Service Description, Bank will postan updated Service Description on the CEO portal. When required by ApplicableLaw (as defined below), Bank will notify Customer of the update. If Customercontinues to use the Service after the update takes effect, Customer will be deemedto have agreed to the update.

As used in this Agreement, the term "Applicable Law" means all applicable laws(including common or customary laws), statutes, constitutions, policies, decrees,judgments, treaties, regulations, directives, by-laws, rulings, orders or operatingcirculars governing the activities of Bank and/or any transaction effected under thisAgreement, including, but not limited to, all applicable funds transfer system and

Master Agreement TM-1450Revised 05-01-2015

Page 1 of 8

clearing and settlement house rules governing the transactions effected under thisAgreement.

2. Services. Bank and Customer will agree upon the Service(s) to be provided. EachService in the applicable jurisdiction is subject to the approval by the applicablebranch or subsidiary of Bank. Customer may not begin using a Service until Bankhas received all required and properly executed forms and Customer hassuccessfully completed any testing or training requirements. To assist in Bank'sestablishment or maintenance of its limits or other processing arrangements, or toassist in Bank's compliance with Applicable Law, Customer will prOVide Bank with allsuch financial and/or other information Bank reasonably requests.

3. Changes to Services. Bank may change (or add to) the terms and fees in theService Documentation at any time. When required by Applicable Law, Bank willnotify Customer of the change. If Customer continues to use a Service after thechange becomes effective, it will be bound by the change.

4. Term and Termination. Unless earlier terminated in accordance with the ServiceDocumentation, this Agreement and each Service will continue in effect untilterminated by either party upon 30 days' prior written notice to the other party.Bank may suspend or terminate any Service: (a) following notice to Customer of abreach of any provision of the Service Documentation or any other agreement withBank, and Customer's failure to cure the breach (if capable of cure) within 15 daysof the date of such notice; or (b) without prior notice to Customer if (I) Bankreasonably suspects that an Account associated with a Service has beencompromised or otherwise subject to irregular, unauthorized, fraudulent or illegalactivity, (ii) Customer is subject to, voluntarily or involuntarily, or any action orstep is commenced or any resolution is passed that may result in Customer beingsubject to any bankruptcy, insolvency, winding up, liqUidation, judicialmanagement, receivership, administrative management, reorganization or othersimilar proceeding in any jurisdiction, (iii) Bank determines in its sole discretionthat its continued provision of a Service may place Bank at risk of financial loss orresult in an unacceptable credit exposure, (iv) Customer terminates, liquidates, ordissolves its business or disposes of a substantial portion of its assets, (v) Customerfails to timely pay its debts, (Vi) Customer initiates any composition with itscreditors, (Vii) any guaranty of Customer's obligations to Bank is terminated,revoked, or its validity contested by the guarantor, (Viii) Bank determines in its solediscretion that a material adverse change has occurred in Customer's ability toperform its obligations under the Service Documentation, or in the ability of aguarantor of Customer's obligations to Bank to perform its obligations under theapplicable guaranty agreement, or (ix) the Account necessary to prOVide a Serviceis closed. The termination of a Service will not affect Customer's or Bank's rightswith respect to transactions occurring before termination. Bank will not be liable toCustomer for any losses or damages Customer may incur as a result of anytermination of any Service.

5. Service Fees. Customer will pay Bank the fees described in the ServiceDocumentation and any taxes applicable to each Service however designatedexclusive of taxes based on Bank's net income. Bank may debit the Account(s) forany fees not covered by earnings credits and any taxes that are due, or it may sendan invoice to Customer for such amounts, which Customer shall promptly pay.

Master Agreement TM~1450 Page 2 of 8Revised 05"()1-2015

Bank's charges and fees shall be set forth as expressed in Bank's applicable feeschedule for Services used in connection with the Account.

6. Confidential Information. Unless otherwise provided in the ServiceDocumentation, all User Guides and Terms of Use constitute Bank's or its vendor'sconfidential information ("Confidential Information"), and Customer will not acquireany ownership interest in or rights to Confidential Information as a result ofCustomer's use of any Service. Customer will (a) maintain the confidentiality of theConfidential Information; (b) not disclose (or permit its employees or agents todisclose), copy, transfer, sublicense or otherwise make any of it available to anyperson or entity, other than Customer's employees who have a need to use theConfidential Information in connection with the applicable Service; and (c) notdecompile, reverse engineer, disassemble, modify, or create derivative works ofany Confidential Information. Customer will notify Bank immediately if it knows orsuspects that there has been any unauthorized disclosure, possession, use orknowledge (each, an "Unauthorized Use") of any Confidential Information. IfCustomer (or its employees or agents) is responsible for the Unauthorized Use,Customer will, at its expense, promptly take all actions, including without limitationinitiating court proceedings to recover possession and prevent further UnauthorizedUse of the Confidential Information and obtain redress for any injury caused toBank as a result of such Unauthorized Use.

7. Currency. When Customer requests or instructions require that Bank convert theamount of a payment order from the currency in which the Account is denominated("Account Currency") to another currency ("Foreign Currency"), Bank will do sousing its applicable rate of exchange in effect at the time on the day Bank executesthe payment order. If a financial institution designated to receive the funds doesnot pay the beneficiary specified in the payment order, and the funds are returnedto Bank, Bank will not be liable to Customer for a sum in excess of the amount ofthe payment order after Bank has converted it from the Foreign Currency to theAccount Currency using the applicable rate of exchange in effect at the time on theday Bank confirms the cancellation of the payment order. Bank bears no liability ifthe rate it uses for a particular transaction, i.e., the "applicable rate," differs fromrates offered or reported by Bank or by third parties, or based upon different timesof day, amounts, locations or involving different systems, agents or procedures.Currency exchange rates fluctuate over time, based upon market conditions,liquidity and risk. Customer acknowledges and accepts the risks of suchfluctuations between the time Customer requests a payment order and the time thepayment order is either completed or is unwound due to a cancellation, anamendment, a rejection or a return.

8. Liability and Indemnification.

8.1. Bank is under no obligation to honor, in whole or in part, any payment orderor other instruction that: (a) exceeds the available balance in the Account,unless otherwise prOVided in the Service Documentation; (b) is not inaccordance with the Service Documentation or Bank's applicable policies,procedures or practices as made available to Customer; (c) Bank has reasonto believe may not have been duly authorized, should not be honored for itsor Customer's protection, or involves funds subject to a hold, dispute,

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restriction or legal process; or (d) would possibly result in Bank'scontravention of any Applicable Law.

8.2. All uses of Services through Customer's ID codes, passwords, token cards,PINs, or passcodes (each, a "Code") will be deemed to be authorized by andbinding on Customer, except as prOVided for in the Service Documentation.Customer's failure to protect Codes may allow an unauthorized party to: (a)use the Services; (b) access Customer's electronic communications andfinancial data; and (c) send or receive information and communications toBank. Customer assumes the entire risk of unauthorized use of Codes andunencrypted electronic transmissions.

8.3. Neither Bank nor any software vendor makes any express or impliedrepresentations or warranties with respect to the Services or any softwareused in connection with the Services including without limitation anywarranty as to the merchantability or fitness for a particular purpose, otherthan those expressly set forth in the Service Documentation.

8.4. Customer will promptly furnish written proof of loss to Bank and notify Bankif it becomes aware of any third party claim related to a Service. Customerwill cooperate fully (and at its own expense) with Bank in recovering a loss.If Customer is reimbursed by or on behalf of Bank, Bank or its designee willbe subrogated to all rights of Customer.

8.5. Except as otherwise provided in the account agreement governing theAccount, any claim, action or proceeding against Bank for losses or damagesarising from a Service, must be brought within one year from the date of theact or omission.

8.6. Bank will have no liability for failure to perform or delay in performing aService if the failure or delay is due to circumstances beyond Bank'sreasonable control. If Bank determines that any funds transfer orcommunications network, Internet service prOVider, or other system(s) it hasselected to prOVide a Service is unavailable, inaccessible or otherwiseunsuitable for use by Bank or Customer, Bank may, upon notice toCustomer, suspend or discontinue the affected Service.

8.7. Except in the case of Bank's negligence or intentional misconduct, Customerwill indemnify and hold Bank, its directors, officers, employees and agentsharmless from all losses or damages that arise out of: (a) the performance ofa Service in accordance with the Service Documentation including withoutlimitation any warranty Bank is required to make to a third party inconnection with a Service; (b) an act or omission of any agent, courier orauthorized representative of Customer; and (c) if the Service includes alicense or sublicense of any software to Customer, the use or distribution ofthe software by Customer or any person gaining access to the softwarethrough Customer that is inconsistent with the license or sublicense.

8.8. Bank will only be liable to Customer for actual damages incurred as a directresult of Bank's failure to exercise reasonable care in providing the Services.Reasonable care requires only that Bank follow standards that do not vary

Master Agreement TM·1450 Page 4 of 8Revised 05··01-2015

unreasonably from the general standards followed by similarly situatedbanks. Bank's policies and procedures are general internal gUidelines forBank's use and do not establish a higher standard of care for Bank thanotherwise established under Applicable Law. A mere clerical error or anhonest mistake will not be considered a failure of Bank to perform any of itsobligations. Bank's liability to Customer will be limited to an amount not toexceed 10 times Bank fees incurred during the calendar month immediatelypreceding the calendar month in which such loss or damages were incurred(or, if no Bank fees were incurred in such month, Bank fees incurred in themonth in which the losses or damages were incurred).

8.9. Except as expressly provided otherwise in the Service Documentation,neither party to this Agreement nor its respective directors, officers,employees or agents will be liable to the other party for: (a) any special,consequential, incidental (including without limitation court costs andattorneys' fees), indirect, or punitive losses or damages; or (b) businessinterruption, loss of profits, loss of business, loss of revenue, loss of goodwill,loss of opportunity, loss or injury to reputation or loss of anticipated savings,whether any claim is based on contract or tort, or whether the likelihood ofsuch losses or damages was known to the other party and regardless of theform of the claim or action.

8.10. Where Customer sends payments on behalf of its third party customers,Customer agrees it is solely liable to its customers for any and all losses suchcustomers may suffer. Bank hereby excludes all and any liability of whatevernature (including those losses enumerated in subsection 8.9 of thisAgreement) arising out of Customer's relationship with its customer.

9. Governing Law. The Service Documentation shall be governed by: (a) U.S. federallaw and (b) the law of (I) the U.S. state in which the office of Bank that maintainsthe Account is located or, if there is no such state or no account associated withsuch Service, (ii) the State of New York, without reference to its principles ofconflicts of laws ("Governing Law").

10. Arbitration Agreement. Upon demand of either party, any controversy or claimarising out of or relating to this Account Agreement, or the breach thereof, must besubmitted to arbitration administered by the American Arbitration Association("AAA") under its Commercial Arbitration Rules, and must be heard before threearbitrators if the amount in controversy is US $5,000,000 or more or its equivalentin any other currency, and before one arbitrator for amounts in controversy of lessthan US $5,000,000 or its eqUivalent in any other currency. Arbitration will proceedin a location selected by AAA in the state of the applicable Governing Law, and ifthere is no such state, the place of arbitration must be New York, NY. The languageof the arbitration must be English. Judgment on the award rendered by thearbitrator(s) may be entered in any court haVing jurisdiction thereof. Thisarbitration requirement does not limit the right of either party to: (a) exercise selfhelp remedies including setoff or (b) obtain provisional or ancillary remedies suchas injunctive relief or attachment, before, during or after the pendency of anyarbitration proceeding. This exclusion does not constitute a waiver of the right orobligation of either party to submit any dispute to arbitration hereunder, including

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those arising from the exercise of the actions detailed in (a) and (b) of thissubsection.

11. Jurisdiction. For any proceedings regarding this Agreement (not subject toarbitration in Section 10), Customer hereby irrevocably submits to the jurisdictionof the courts of the Borough of Manhattan, New York City, in the State of New Yorkor the federal courts located therein over any action or proceeding arising out of orrelating to this Agreement and irrevocably agrees that all claims in respect of suchaction or proceeding may be heard or determined in such courts.

12. Miscellaneous.

12.1 Severability. Any portion of the Service Documentation which is inconsistentwith Applicable Law or Governing Law will be deemed modified and applied ina manner consistent therewith, and Bank will incur no liability to Customer asa result of the inconsistency or modification and application to any disputeregarding the Service Documentation. If any portion or provision of theService Documentation is deemed unenforceable, it will not affect thelegality, enforceability or validity of the remaining Service Documentation northe legality, enforceability or validity of such portion or provision under thelaw of any other jurisdiction.

12.2 Entire Agreement. The Service Documentation (and any documentsreferred to therein) constitutes and represents the entire agreementbetween Bank and Customer regarding the Services we provide for allAccounts opened at Bank and supersedes and extinguishes all prioragreements, understandings, representations, warranties and arrangementsof any nature (including requests for proposals and other sales material),whether oral or written, between Customer and Bank relating to any suchService (including any other Master Agreement for Treasury ManagementServices, but excluding the current Commercial Account Agreement or GlobalCommercial Account Agreement, as applicable).

12.3 No Waiver. Neither the failure nor any delay by Bank in exercising any right,remedy, power or privilege shall be deemed to be a waiver of such right,remedy, power or privilege. No course of dealing or waiver of any right onone occasion will constitute a modification of the Service Documentation orbe a waiver of that right on a subsequent occasion.

12.4 No Third Party Beneficiaries. Except as otherwise provided in the ServiceDocumentation, no person or entity other than Customer and Bank will bedeemed to be a third party beneficiary under the Service Documentation.

12.5 Financial Condition. Customer will provide Bank promptly upon Bank'srequest any existing financial statements or other information pertaining toCustomer's financial condition or any previously unprepared financialstatements which Bank may require Customer to prepare and/or to beaudited or reviewed by independent certified public accountants acceptableto Bank.

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12.6 Customer's Representations and Warranties. Customer represents andwarrants that: (a) it will not use any Service in a manner that could result ina contravention of Applicable Law by Customer or Bank; and (b) if Customeremploys an agent in connection with its use of any Service, Customerrepresents and warrants to Bank that: (i) Customer's governing body hasduly authorized the agent and (ii) Customer will exercise appropriate controlsto ensure each agent so authorized does not exceed the authority so grantedto it.

12.7 Customer Communications. Any communication to Bank regardingCustomer's use of a Service from Customer's agent will be deemed to be acommunication from Customer, and Customer authorizes Bank tocommunicate with Customer's agent regarding any such communication orService.

12.8 Notice. Either party may provide notice to the other party by mail, personaldelivery, or electronic transmission. Customer will notify Bank promptly inwriting of any change in its name, Address, legal status, electronic contactinformation (including an e-mail address or otherwise), or any other changesrelevant to the conduct of the Account or affecting Customer's businessrelationship with Bank. The term "Address" as used herein refers to a mailingor electronic address. Customer will use the Address where Customer'srelationship manager or other manager is located and will address any noticeto the attention of such manager.

Bank will be entitled to rely on any notice from Customer that it believes ingood faith was authorized by an authorized representative of Customer and,except as expressly stated in another agreement between Customer andBank, will have no obligation to verify the signature (including an electronicsignature). Each party will have a reasonable time after receipt of any noticeto act on it

12.9 Survival. Sections 1, 4, 5, 6, 7, 8, 9, 10, 11, and 12 will survive terminationof this Agreement.

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1.

2.

APPENDIX XApplicable Branches or Subsidiaries of Bank

Wells Fargo Bank, N.A. - London Branch

Wells Fargo Bank, N.A. - Cayman Islands Branch

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Commercial Account Signature Card

I Account Title(s)

•Account #1 ColD Account#~ CoID

(Internal Use Only) (Internal Use Only)

Account Type: o Checking (Non-interest) Aeeount Type: D Checking (Non-interest)o Checking with Interest D Checking with Interesto Money Market Account o Money Market Accounto Other: o Other:

Title Line 1 Title Line 1(Customer's full legal name matching Customer's fonnation documents (Customer's full legal name matching Customer's formation documents-40 characters maX.) - 40 characters m~.)Optional Account Title Lines (40 characters max per line.) Optional Account Title Lines (40 characters max per line.)

Title Line 2 Title Line 2

Title Line 3 Title Line 3

Title Line 4 Title Line 4(Enter DBA Name in last available title line, ifapplicable.) (Enter DBA Name in last available title line, ifapplicable.)

II. Regulation GG Certification

Customer or any entity for which account(s) will be maintained (f/b/o) engaged in business of intemet gambling? 0 Yes 0 No

III. Autltorized Signers

#1Signature Printed Name




PositionfI'itle

Position/Title

Position/fitle

Position/Title

IV. Customer Acknowledgement & Agreement

On behalf of the Customer, Ihereby certify, by my signature below, that each of the individuals designated in Section III above as an "AuthorizedSigner" is authorized, acting alone, to (a) sign checks drawn on and make cash withdrawals from the Account(s), (b) request stop payment ordersfor checks drawn on the Account(s), and (c) initiate funds transfers by ACH, wire or other means from the Account(s) in accordance with theCustomer's contractual arrangements with Wells Fargo regarding these services. Wells Fargo may obtain credit reports or other informationabout the Customer. Wells Fargo may disclose information about each account to its affiliates, to credit reporting agencies, and to other personsor agencies that, in Wells Fargo's judgment, have a legitimate purpose for obtaining the information.

I acknowledge that the Customer has received Wells Fargo Bank's Commercial Account Agreement and agree that its terms and conditions,as amended from time to time, will govern the Account(s).

Printed Name

Authorized Signature

Commercial Account Signature Card(Rev 02/15)

Position / Title

Date

Page lof2

V. Substitute Form W-9

o W·8 provided for Foreign Entity (Substitute W-9 Does Not Apply)

Customer's full legal name matching Customer's fonnation documents

Business Name/Disregarded Entity Name (if different from above)

Check appropriate box for federal tax classification; check only one ofthe following seven boxes:

o Individual/Sole Proprietor or 0 CCorporation 0 S Corporation 0 Partnership 0 Trust Estatesingle-member llC

o Limited Liability Company Enter the tax classification (C",C Corporation, 5:::5 Corporation, P=Partnership) _

Note. For a single·member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of thesingle-member owner.

DOther _

Address (number, street, and apartment or suite number)

ZIP CodeStateCity

Part I. Taxpayer Identification Number (TIN)Enter your TIN on the appropriate line below. The TIN provided must match the Customer's full legal name on line:l of Section Vto avoid backupwithholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see theForm W-g Part Iinstructions at www.irs.govforadditionalinformation.Forotherentities.itis your employer identification number (EIN).

Social Security Number (SSN) Employer Identification Number

Part II. CertificationUnder penalties of perjury, Icertify that:

1. The number shown on this form is my correct taxpayer identification number (or Iam waiting for a number to be issued to me), and2. Iam not subject to backup withholding because: (a) Iam exempt from backup withholding, or (b) Ihave not been notified by the Internal

Revenue Service (IRS) that Iam subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS hasnotified me that Iam no longer subject to backup withholding, and

o You must check this box if you have been notified by the IRS that you are currently subject to backup withholding because you have failedto report all interest and dividends on your tax return.

3. I am a U.s. citizen or other U.S. person, and (See the Form W·9 Part II instructions at www.irs.govforadditional information.)4. The FATCA code entered on this form (if any) indicating that the payee is exempt from FATCA reporting is correct. (Does not apply to u.s.

based accounts.)

Printed Name Position / Title

Authorized Signature Date

BllI)k Use OnlyBanker Name Banker Telephone Banker MAC

AU RAU Officer #

Submitter Name ISubmitter Phone #

© 2015 Wells Fargo Bank, N.A., All fights reserved.

Commercial Account Signature Card

(Rev 02/15)

Page 2of2

FUNDS AVAILABILITY POLICYWholesale Banking

Effective October 1, 2014

IIThe policy of Wells Fargo Bank, National Association ("Bank" or "Wells Fargo"), is to make fundsfrom Company's check deposits to Company's account (in this policy, each an "account") available toCompany on the first business day after the day Bank receives the deposits, subject to the following.

Funds from the following deposits are available on the first business day after the day of Company'sdeposits (i) if Company makes the deposit through an employee or agent in person to one of Bank'semployees and (ii) if it uses a special deposit slip available from Bank upon request:

• State and local government checks that are payable to Company.• Cashier's, certified, and teller's checks that are payable to Company where Bank is not the issuer

or drawee.

While Bank generally makes funds from Company's check deposits available to Company on the firstbusiness day after the day Bank receives the deposits, Bank's policy grants availability in accordancewith an availability schedule or schedules provided or made available by Bank to Companycontemporaneously with this policy or from time to time thereafter, subject, among other things, to thelocation of the deposit transaction or the manner in which the deposit is made.

Our funds availability policy relating to other types of deposits is described below. If we delay theavailability of a deposit, the length of the delay varies depending on the type of deposit as explainedbelow.

Once they are available, Company may withdraw the funds in cash and Bank will use the funds to paychecks that Company has written and fees and expenses that Company has incurred in connection withthe account.

Determining the day of receiptFor determining the availability of Company's deposits, every day is a business day, except Saturdays,Sundays, and federal holidays. If Company makes a deposit before Bank's established cutoff time on abusiness day that Bank is open, Bank will consider that day to be the day of Company's deposit. Fordeposits granted same calendar day availability as described below, the calendar day Company makesthe deposit will be considered the day of deposit. For all other deposits, if Company makes a depositafter the cutoff time or on a day Bank is not open, Bank will consider the deposit was made on the nextbusiness day Bank is open. Cutoff times may vary by location and are posted in each store. The earliestcutoff time for a store is 2:00 p.m. local time. Cutoff time for checks deposited at a Wells Fargo ATM is9:00 p.m. local time (8:00 p.m. in Alaska).

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

Same calendar day availabilityThe following deposits will be available on the calendar day Bank receives the deposit:

• The first $200 of a day's check deposits made through a Wells Fargo ATM.• Cash deposited through a Wells Fargo ATM.

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Same business day availabilityThe following deposits will be available on the business day Bank receives the deposit:

• Incoming wire transfers.• Electronic direct deposits.• Cash deposited at a teller window.• Checks drawn on Bank.

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

Longer delays may applyIn some cases, Bank will not make all the funds that Company deposits by check available to Companyon the first business day after the day of Company's deposits. Depending on the type of checkCompany deposits, funds may not be available until the second or third' business day after the day ofdeposit. The first $200 of Company's deposit, however, may be available on the first business day.

Except as otherwise explained in this paragraph, if Bank is not going to make all funds from Company'sdeposit available on the business day of deposit or the first business day, Bank will notifY you at thetime Company makes its deposit. Bank will also tell Company when the funds will be available. IfCompany's deposit is not made directly to a Bank employee, or if Bank decides to take this action afterCompany's employee or agent has left the premises, Bank will mail the notice by the first business dayafter Bank receives the deposit.

In addition, funds Company deposits by check may be delayed for a longer period under the followingcircumstances:

• Bank believes a check Company deposits will not be paid.• Company deposits checks totaling more than $5,000 on anyone day.• Company redeposits a check that has been returned unpaid.• Company has overdrawn its account repeatedly in the last six months.• There is an emergency, such as failure ofcomputer or communications equipment.

Bank will notify Company if it delays Company's ability to withdraw funds for any of these reasons,and Bank will tell Company when the funds will be available. The funds will generally be available nolater than the seventh or eighth* business day after the day of your deposit.

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

Holds on other funds (other accounts)

• Bank may delay availability of funds by one additional business day for certain checks deposiled al a Bank localion inAlaska. This right applies only ifthe check is drawn on or payable al or Ihrough a paying bank not localed in Alaska.

TM-2548 Funds Availability PolicyRevised 08-21-2014

Page 20'3

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

Delays on other fundsFunds from any deposit (cash or checks) into accounts domiciled in Iowa and Nebraska made at eligiblenon-Wells Fargo ATMs in those same states will not be available until the third business day after theday of Company's deposit. This rule does not apply at ATMs that Bank owns or operates. All ATMsthat Bank owns or operates are identified on Bank's machines as "Wells Fargo."

© 2014 Wells Fargo Bank, N.A. All rights reserved.

TM-2548 Funds Availability PolicyRevised 08-21~2014

Page 30(3

COMMERCIAL DEPOSITORY SERVICE DESCRIPTION II1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank,

NA ("Bank") Commercial Depository service ("Service") and includes:

(a) this Service Description;

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

(c) the Master Agreement for Treasury Management Services ("Master Agreement");

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

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

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

2. Description of Service. With the Service, Company may (a) order currency and coin(collectively, "cash") from Bank's cash vault and Bank will make such cash available to anarmored car service acting as Company's agent ("Agent") at Bank's cash vault, and (b) delivercurrency, coin, checks and other negotiable instruments to Bank's cash vault or night depositorylocations for processing.

3. Cash Orders from Bank's Cash Vault.

3.1. Cash Requests. Company may request in writing, telephonically by operator-assistedcall or by touch tone/automated response, or electronically via transmission, facsimile, orBank's Commercia/ Electronic Office® (CEO®) portal (each a "Cash Request") that Bankmake available to Company's Agent at Bank's cash vault, in an amount designated inthe Cash Request, shipments of cash (each a "Cash Shipment") in bags or othercontainers ("Cash Bags''). Bank is authorized to act upon any Cash Request Bankreceives in accordance with this Service Description, and which Bank believes in goodfaith to have been made by an authorized representative of Company. Bank has noobligation whatsoever to verify, and will not be liable for its failure to verify or investigate,any Cash Request.

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3.2. Making Cash Available to Company's Agent. Bank is authorized to make CashShipments available to any person whom Bank in good faith believes to be Company'sAgent. Bank will have no further responsibility, and Company assumes all risk of loss forcash made available to any such person. Bank will make Cash Shipments availableonly at the locations, on days, and during the hours published by Bank from time to time.Bank reserves the right to suspend the Service at any time without notice.

3,3. Company's Authorized Representatives. Company will promptly certify to Bank theidentity of: (a) the person with whom Bank is authorized to communicate regardingauthorization codes or other security procedures; (b) Company's Agent authorized toaccept delivery of cash; and (c) where applicable, the persons who are authorized usersof the Service. Company will give prior written notice to Bank of any change in theperson(s) or Agent so authorized by Company. Bank will be fully protected in relying oneach such notification and on the obligation of Company to promptly notify Bank of anychange in the person(s) or Agent so authorized by Company.

3.4. Security Procedures. For requests made in writing or by facsimile, operator-assistedtelephone call or transmission, a Customer 10 assigned by Bank is required. For CEOrequests, a User 10 assigned by Bank is required. For touch-tone/automatic responsetelephone requests, an Access Code is required which can be assigned either by Bankor by Company. Operator limits may also be required. It is Company's responsibility toput into place internal procedures that will minimize the risk of an unauthorized persongaining access to the Customer 10, User ID(s) and Access Code(s). Such internalprocedures include without limitation requiring users to maintain such number(s) andcode(s) in strict confidence. Company will notify Bank immediately in the event a breachof security is suspected.

3.5. Debit of Account. On the Business Day that Bank makes available any Cash Shipmentto Company's Agent, Bank is authorized to debit Company's designated Account for theaggregate amount of the shipment. Company will maintain collected balances in thedesignated Account sufficient at all time to cover fully any debit. Bank has no obligationto release a requested Cash Shipment or any portion thereof to Company's Agentunless there are sufficient collected funds in the Account to fully cover the amount of theShipment at the time the Shipment is to be made available to Company's Agent. IfCompany fails to specify an Account to Bank, Bank may debit any account whichCompany maintains with Bank for the amount of a requested Cash Shipment.

3.6. Packing Slip; Differences in Shipment Amount. Each Cash Shipment will beaccompanied by a packing slip. The packing slip will disclose the aggregate amount ofthe Cash Shipment, the overall number of containers included in the Cash Shipment,and the number of containers delivered to Company's Agent for transmittal to Company.With respect to any Cash Shipment made available to Company's Agent, Company willnotify Bank immediately in writing of any difference between the amount specified on thepacking slip for that Shipment and the amount, as counted by Company, of theShipment. In the event that the difference cannot be resolved, Bank's count of theamount of the disputed Shipment will be conclusive and binding on Company.

4. Delivery and Processing of Deposit Shipments at Bank's Cash Vault. The follOWingprocedures will govern Company's delivery of currency, coin, checks, and other negotiableinstruments to Bank's cash vault locations (each a "Deposit Shipment"), and Bank's processingof such Deposit Shipments:

TM~1416 Commercial Depository SeNice DescriptionRevised 04·3()..2014

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4.1. Use of Agent to Deliver Shipments. Company will deliver Deposit Shipments indeposit bags or other containers ("Deposit Bags") to one of Bank's cash vaults via anarmored car service or, in Alaska only, the U.S. Postal service acting as Company'sagent ("Agent"). Company is responsible for making all arrangements with its Agent fordelivery of Deposit Shipments, and Company assumes all risk of loss while a DepositShipment is in the possession of its Agent. Bank may accept Deposit Shipments fromany person Bank believes in good faith to be Company's Agent. The delivery of aDeposit Bag to Bank or Bank's receipt for it on a manifest will not be deemed proof ofBank's receipt of the contents listed on the deposit slip contained in the Deposit Bag orCompany's records. Bank will have no responsibility for any Deposit Bag or its contentsdelivered to one of Bank's cash vaults until the Deposit Bag is accepted by Bank inaccordance with its procedures and the contents of the Deposit Bag are counted byBank.

4.2. Delivery Procedures. In delivering a Deposit Shipment to Bank's cash vault, Companyagrees to comply (and to cause its Agent to comply) with the following procedures:

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

• Properly endorse all checks and other negotiable instruments included in aDeposit Shipment;

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

• Specify the number of Deposit Bags belonging to Company which are included inthe overall shipment delivered to Bank, as well as the contents of each DepositBag, on a delivery manifest, a copy of which Company's Agent will provide toBank at the time of delivery;

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

• Retain a copy of the receipt or other document covering each Deposit Bagdelivered by Company to its Agent for at least one year from the date of deliveryto Company's Agent.

Company agrees that Deposit Bags will be used only for the deposit of currency, coin,checks, other negotiable instruments (collectively "items"), and will not be used in anyunauthorized manner or for any unlawful purpose. As to any property other than itemsincluded in a Deposit Bag, Bank will not be deemed a bailee and will have no liability forany loss of or damage to such property which may occur.

4.3. Cut-off Time; Deposit to Account. If a Deposit Shipment is received at one of Bank'scash vaults on a Business Day before Bank's published "cut-off time" for that cash vault,the aggregate amount of the deposits in such Shipment will be credited on that BusinessDay to the Account with Bank specified on the deposit slip for that Shipment. If aDeposit Shipment is received at a cash vault on a Business Day after Bank's "cut-offtime," the aggregate amount of the deposits in that Shipment will be credited to theAccount on the next succeeding Business Day. Bank will not deposit any items receivedin any Deposit Shipment unless the account number of the Account into which thedeposit is to be made is specified on the deposit slip for that Shipment.


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4.4. Processing of Deposit Shipments. Company authorizes Bank to open each DepositBag, count the contents, credit the amount of items to the Depository Account indicatedon the deposit slip contained in the Deposit Bag and process, all in accordance withBank's customary procedures. All deposits are subject to verification, and Bank's countof the items will be conclusively deemed to be correct and complete for all purposes. Norelationship of debtor and creditor will arise between Bank and Company until the counthas been completed and the deposit credited to the Account. Company acknowledgesthat it has had an opportunity to have Bank's applicable count and verificationprocedures explained to its representative and agrees that the same will be deemedcommercially reasonable. Company understands that no photocopying or microfilmingof items will be performed at any cash vault location.

4.5. Adjustment Procedures. If the aggregate amount of the items in any DepositShipment, as counted by Bank, is less than that reported on the deposit slip coveringthat Shipment, Bank will debit the Account specified on the deposit slip by suchdifference and report the difference to Company. If that Account has an insufficientcollected and available balance to cover the debit, Bank will debit any of Company'sother accounts with Bank for the difference, and Company agrees to promptly reimburseBank for the difference (or any portion thereof) for which there are insufficient availablebalances in Company's accounts with Bank. If the aggregate amount of the items in anyDeposit Shipment, as counted by Bank, is more than that reported on the deposit slipcovering the Shipment, Bank will credit the Account specified on the deposit slip for thedifference and notify Company of the difference.

5. Delivery and Processing of Deposit Shipments at Bank's Night Depository Locations.The folloWing procedures will govern Company's delivery of currency, coin, checks, and othernegotiable instruments (each a "Night Deposit") to Bank's night depository locations (each a"Night Deposit"), and Bank's processing of Night Deposits.

5.1. Night Depository Locations; Issuance of Keys. Company may make Night Depositsto its deposit account(s) with Bank by placing the items to be deposited into disposablebags furnished by Bank (each a "Night Bag") and then placing the Night Bags in thenight depository receptacle ("Night Depository") at one of Bank's branches/stores (eacha "Store") listed on Bank's Night Depository Set-up Form. Each office of Company listedon the Night Depository Set-up Form will receive one key to the Night Depository at adesignated Store. Company will designate in writing to Bank the individuals to receivethe key for each of its offices; Bank may require such individuals to sign a receipt for thekeys they receive.

5.2. Contents of Night Bags; Deposit of Night Bags. Company agrees that Night Bagswill be used only for the deposit of currency, coin, checks or negotiable instrumentsproperly endorsed by Company (collectively "items"), and will not be used in anyunauthorized manner or for any unlawful purpose. As to any property other than itemsincluded in a Night Bag, Bank will not be deemed a bailee and will have no liability forany loss of or damage to such property which may occur. Each Night Bag must containone or more deposit slips listing all the items contained in that Bag and their total dollaramount, and identifying the deposit Account of Company to which the dollar amount ofthe deposit is to be credited. After each Night Bag is placed in a Night Depository, theNight Depository must be securely locked. At the time each Night Bag is placed in aNight Depository the Bag must be securely closed and placed completely in the NightDepository.

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5.3. Processing of Night Deposits. Bank may open each Night Bag and remove itscontents without Company or any of its representatives being present. The contents ofeach Night Bag will be processed in accordance with Bank's standard procedures, and ifplaced in a Night Depository before Bank's established "cut-off time" on any BusinessDay, those items acceptable for deposit will be deposited into the Account as of theclose of business on that same Business Day. The cut-off time for deposits madethrough the night depository may be different from that for deposits made at the tellerline. Night Deposits placed in a Night Depository after Bank's established "cut-off time"will be credited to the Account on the next succeeding Business Day. Companyunderstands and agrees that the contents of a Night Bag will not be credited to theAccount, nor will the relationship between Company and Bank be that of a debtor to acreditor with respect to any item in a Bag, until Bank has accepted the item for depositinto the Account after counting all the items in the Bag and calculating the total dollaramount of all such items.

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

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

6. Special Instructions. Company may submit to Bank in writing any special instructions it mayhave in connection with cash orders or deposits of items at Bank's cash vault or night depositorylocations. Bank may at its option accept or reject the instructions and so notify Company. Evenif accepted, Bank may stop complying with the instructions upon prior notice to Company if, inBank's opinion, continued compliance would increase Bank's costs or risks, interfere with itsestablished or revised procedures, or diminish the efficiency of Bank's operations. Any lossattributable to increased risk resulting from a special procedure will be borne solely byCompany.

7. Further Assurances. Company agrees to do any and all such further acts Bank may considerreasonably necessary or desirable to implement and carry out the intent of this ServiceDescription, including, without limitation, providing information Bank requests regarding anyDeposit Shipment, including, without, limitation, information necessary to file a CurrencyTransaction Report under the regulations implementing the Currency and Foreign TransactionsReporting Act of 1970, as amended from time to time, and to determine the source of any cashor items in a Deposit Shipment.


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8. Representations and Warranties regarding Deposit Shipments. To be eligible to makeDeposit Shipments at a cash vault or Night Depository, Company hereby represents andwarrants to Bank at the time of the delivery of each Deposit Shipment that:

8.1 Deposits for Own Account. Company makes Deposit Shipments for its sole accountand does not directly or indirectly make any Deposit Shipments on behalf of any otherparty; unless such party has been previously disclosed to Bank and approved in writingby Bank, in its sole discretion.

8.2 No Deposits from Outside the United States. Company does not make DepositShipments from a source or sources known, or which upon reasonable inquiry would beknown, to Company to be outside the United States.

8.3. No Business as a Foreign Exchange House. Company does not conduct anybusiness, whether in whole or any part, as a foreign exchange house including, withoutlimitation, as a Casa de Cambio.

9. Termination of Services. Bank may immediately terminate any or all of the Services describedherein in the event of Company's breach of any representation or warranty in Section 8.Otherwise, Bank may terminate this Service upon sixty (60) days prior notice to Company.

10. Survival. Sections 3.6, 4.4., 4.5., 5.4., 5.5., 7 and 10 will survive termination of the Service.

© 2014 Wells Fargo Bank, NA All rights reserved.

TM·1416 Commercial Depository Service DescriptionRevised 04·30-2014

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RETURNED ITEM DECISIONINGSERVICE DESCRIPTION II

1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank,N.A. ("Bank") Returned Item Decisioning service ("Service") and includes:




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

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

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

2. The Service. Using the Commercial Electronic Office® (CEO®) portal, Bank will notifyCompany of returned items to it account(s) during the period specified by Bank on eachBanking Day. Returned items will be listed by the default disposition (redeposit orchargeback) selected by Company. Company will review items and accept or changeeach item's disposition prior to the daily deadline specified by Bank. Returned items notaccepted or changed by this deadline will be processed according to their defaultdisposition.

3. Requirement for Service. Company shall have met requirements for receiving servicesoffered through the CEO® portal, including the execution of any necessarydocumentation.

© 2014 Wells Fargo Bank, N.A. All rights reserved.TM·1806 Returned Item Decisioning Service DescriptionRevised 04w3(}"2014

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E·BOX® SERVICE DESCRIPTION II1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank.

N.A. ("Bank') E-Box® service ("Service") and includes:





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


2. Description of Service. Bank (a) receives electronic information ("Remittance Information")about payments Company's customers make to Company through online bill payment servicesand other payment channels described in Bank's Reference Guide for the Service (each, a"PaymenF); (b) processes Payments for credit to Company's account at Bank ("Account"); and(c) provides information reporting on Payments to Company through Bank's separateReceivables Manager Service ("Remittance File"). The specific processing services Bank willprovide to Company are detailed in the Statement of Work to which Company and Bank agreeseparately ("SOW'). Each Business Day, Bank credits Company's Account for FundedPayments (see section 3) via a consolidated Automated Clearing House ("ACH") credit entry("File"). Bank originates each File in accordance with the National Automated Clearing HouseAssociation Operating Rules and any applicable local ACH rules (collectively, the "ACH RUles').In order to enroll in the Service, Company will also enroll in Bank's Receivables ManagerService.

3. Funded Payments. A "Funded Payment" is a payment for which Bank receives RemittanceInformation and the funds relating to the Payment. Bank will process Payments for which Bankhas received Remittance Information but not funding (each, an "Unfunded Payment") inaccordance with the SOW.


TM -2383 E -Box Service DescriptionRevised 04·3().2014

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WHOLESALE LOCKBOX SERVICE DESCRIPTION II1. Introduction. This Service Description is part of the applicable documentation ("Service

Documentation") governing the Wells Fargo Bank, NA ("Bank") Wholesale Lockbox service("Service"). For treasury management relationships governed by Bank's Master Agreementfor Treasury Management Services, the Service Documentation includes the Acceptance ofServices, and "Company" is the company identified in the Acceptance of Services. Fortreasury management relationships governed by Bank's Deposit Agreement and Disclosuresfor Commercial Accounts, the Service Documentation includes the related DepositoryAuthorization & Agreement Certificate and/or Signature Card, as applicable (each an"Authorization Certificate"), and "Company" is the company identified in the AuthorizationCertificate. As used in this Service Description, the term "Master Agreement" refers to eitherBank's Master Agreement for Treasury Management Services or Bank's Deposit Agreementand Disclosures for Commercial Accounts, as applicable.

2. Scope of Service. The Service covers the processing of (i) checks and other instrumentssubmitted in payment of obligations to Company ("Remittances" or "Checks") and (ii) writtenauthorizations to charge payments due Company to the payors' credit cards ("ChargeAuthorizations"). However, processing of Charge Authorizations is not available at allprocessing sites. To the extent Company is not using the Service to process ChargeAuthorizations, the references to Charge Authorizations throughout this Service Descriptionwill not apply to Company.

3. Commencement of Service. The Service will start on the date separately agreed to by Bankand Company if the following events have occurred before such date:

3.1. The United States Postal Service has assigned the Lockbox (as defined in Section 4below) to Company with the number and at the address specified by Bank toCompany;

3.2. The Account (as defined in Section 6 below) has been opened and is in good standing;

3.3. Company has designated to Bank in writing the processing options selected byCompany for the Service; and

3.4. Company has provided to Bank such other information and documents as Bankrequests to enable Bank to commence and operate the Service for Company and toenable Bank to comply with its other obligations under this Service Description.

4. Lockbox. Company will direct its customers to mail Remittances and (if applicable) ChargeAuthorizations to the post office box identified in Company's Lockbox Service Set-up Form, orotherwise identified in writing to Company by Bank (the "Lockbox"). Bank (including anysubcontractor of Bank) will have exclusive access to the Lockbox. Bank will give appropriateinstructions concerning the Lockbox to the United States Post Office where the Lockbox islocated.

5. Processing Lockbox Mail. Each Business Day (a day on which Bank is open to conduct itsregular banking business, other than a Saturday, Sunday or public holiday), Bank or itssubcontractor will pick up at, and transport from, the Lockbox to the processing site or sitesdesignated by Bank (each a "Processing Site") the Remittances and Charge Authorizations

TM-1527 Who/esafe Lockbox Service DescriptionRevised 10-17·11

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addressed to the Lockbox. Except as otherwise specifically provided in this ServiceDescription, Bank or its subcontractor will open the Remittances and Charge Authorizationsand process them in accordance with the lockbox processing procedures set forth in thisSection 5 (the "Processing Procedures"). Company agrees to instruct its customers and otherobligors not to send cash to the Lockbox.

5.1. Disposition of Remittances, Charge Authorizations, and Remittance Materials.On each day Bank offers the Service, Bank will collect from the Lockbox the envelopesand other contents of the Lockbox. Bank will open the envelopes and determinewhether they contain any Charge Authorizations, Remittances, remittance statements,invoices, correspondence, cash, papers, documents, or other items. Unless otherwiserequested by Company and agreed to by Bank, if cash is sent with any remittancematerials the cash will be removed from the envelope containing the remittancematerials and a credit advice of the amount of the cash will be placed in such envelopewith the remainder of the envelope's contents. Except as otherwise specificallyprovided in these Processing Procedures or elsewhere in this Service Description, oras specifically requested by Company and agreed to by Bank, Bank will not reconcilethe Remittances, Charge Authorizations, cash or other items in the envelopes toinvoices, to remittance statements, or to any other documents or papers in theenvelopes or elsewhere. Bank will process any Remittances, Charge Authorizationsand any cash in the envelopes as provided in these Processing Procedures.

5.2. Document Identification, Imaging, and Data Capture. Bank or its subcontractor will,if requested (i) print an audit trail idenfication number on each of the checks itprocesses, (ii) image all Remittances, Charge Authorizations, remittance stubs andcorrespondence included among the remittance materials.

5.3. Checks Not to Be Deposited. Unless otherwise requested by Company and agreedto by Bank, Bank will not deposit Checks falling into any of the following fourcategories, or Checks which Company has specifically instructed Bank in writing not todeposit.

5.3.1. Unacceptable Payees. Checks on which the name or designation of thepayee is not the name or designation specified by Company to Bank foracceptable payees or a reasonable variation (in Bank's opinion) of such nameor designation.

5.3.2. Postdated and Staledated Checks. Checks which are postdated three ormore days after the date they are collected from the Lockbox, postdatedChecks that in Bank's opinion would not be paid on presentation, and Checksdated six (6) months or more prior to the date they are collected from theLockbox.

5.3.3. Indeterminable Amount. Checks on which the correct amount of the Checkcannot be detemnined from the Check and the documents accompanying theCheck, or Checks on which the numerical and written amounts are not thesame and the envelope containing the Check did not contain an invoice or aRemittance statement (or, if such were included, the amount of the invoice orRemittance statement did not match either the numerical or written amount onthe Check).

5.3.4. Alterations. Checks with alterations; provided, however, that Bank will onlyuse reasonable efforts to catch such alterations and prevent deposits. As aresult, Bank will have no liability whatsoever, despite anything to the contrary in

TM-1527 Wholesale Lockbox SeNice DescriptionRevised 10-17~11

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the Lockbox Agreement, for its deposit of any Check containing an alteration,unless the deposit results directly from the willful misconduct of Bank's officersor employees.

5.4. Checks to Be Deposited. Unless Company specifies otherwise in writing to Bank,Checks which do not fall into one of the four categories listed in Section 5.3 above willbe deposited in the Account as provided in Section 5.7 below, and Checks falling intoeither of the following two categories will be deposited in the Account after beingprocessed as provided below, unless they also fall into one of the four categories listedin Section 5.3 above, in which case they will not be deposited.

5.4.1. Discrepancies in Amount. Checks on which the numerical and writtenamounts are not the same, in which case the amount deposited will be thatamount which corresponds to the amount on the invoice or Remittancestatement enclosed in the envelope with the check. If the numerical and writtenamounts on any Check are the same, but do not correspond to the amount onthe invoice or Remittance statement enclosed in the envelope with the Check,the Check amount will be deposited.

5.4.2. Missing Date. Checks which are not dated, in which case the Check will bedeposited after being dated by Bank as of the date it is collected from theLockbox.

5.5 Foreign Checks. If Company so desires, Bank will deposit and process certainChecks drawn on a foreign bank or payable in a currency other than United StatesDollars, so long as the both the country in which the foreign bank is located and thecurrency in which the Check is payable currently appear on that certain list, announcedby Bank from time to time, of foreign bank locations and currencies for which Bank iswilling to process Checks. Foreign Checks not meeting these criteria will not bedeposited.

5.6. Restrictive Notations. Bank will not inspect checks to determine whether they bearrestrictive notations, such as "Paid in Full". Bank will have no liability whatsoever,despite anything to the contrary in this Service Description, for depositing or otherwisehandling any check bearing a restrictive notation in accordance with these ProcessingProcedures, regardless of whether Bank has knowledge of such restrictive notation.

5.7. Deposits of Checks and Cash. During each Business Day, Bank will make depositsof the acceptable Checks and cash received in the Lockbox by crediting the Accountfor the amount of such Checks and cash. Checks and cash received and processedon any day which is not a Business Day will be deposited to the Account on the nextsucceeding Business Day. Except as otherwise specifically provided in this ServiceDescription, the normal and customary laws, rules, practices and procedures forhandling deposits to checking accounts will apply to these Processing Procedures andthe Service.

5.8. Changes in Names or Designations of Payees. Company may at any time upon ten(10) calendar days advance notice to Bank request that a name or designation onCompany's list of payees sent to Bank be deleted or added, and Bank will add ordelete the name or designation if the request is acceptable to Bank.

5.9. Eligibility Requirements for Processing Charge Authorizations. In order to beeligible for processing by Bank, a Charge Authorization received in the Lockbox mustcontain the name of the account debtor, the account debtor's credit card number, the

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expiration date, the three digit security code, and the amount of the paymentauthorized, all of which must be written or imprinted on the authorization form in areasonably legible manner. If anyone of these items of information is missing from aCharge Authorization, or is, in the sole judgement of Bank or its subcontractor, notsufficiently legible for processing purposes, the Charge Authorization will not beprocessed, and will be forwarded to Company as set forth below.

5.10. Processing Charge Authorizations for Approval. Bank will proceed to process forapproval each Charge Authorization received in the Lockbox which contains theinformation required in Section 5.9 above and is otherwise eligible for processing.Bank will seek approval from the issuer of the applicable credit card for the paymenttransaction set forth on the Charge Authorization. Bank will submit for settlement eachCharge Authorization approved in this manner.

5.11. Settlement Report for Charge Authorizations. Following processing of ChargeAuthorizations for approval, Bank will segregate those Charge Authorizations which areapproved from those Charge Authorizations which are declined. Bank will generate asettlement report for all approved Charge Authorizations and will make it available toCompany in the manner mutually agreed upon during implementation of the Service.

5.12. Imaging. Bank or its subcontractor will electronically image checks, ChargeAuthorizations, remittance statements and correspondence received in the Lockbox.Company acknowledges and agrees that the images are not works made for hire andare the properlY of Bank and not of Company.

5.13. Truncation of Remittance Materials. Company understands that any originalremittance statements, invoices, coupons, correspondence and other remittancematerials that are imaged by Bank pursuant to this Service Description will bedestroyed by Bank five (5) calendar days after they are imaged. Therefore, Companymust notify Bank of any issues which require inspection of original remittance materialsprior to expiration of such five (5) day period.

5.14. Transmission of Information from Processed Remittances and ChargeAuthorizations. Each Business Day that Bank offers the Service, Bank willelectronically transmit to Company, in accordance with the transmission method andfile format agreed upon between Bank and Company, information from processedRemittances and Charge Authorizations, including credit card transaction data, andeach settlement report applicable to approved Charge Authorizations.

5.15. Mailing Undeposited Checks and Unimaged Remittance Materials to Company.Unless otherwise specified by Company in writing to Bank, Bank will mail to Company,in accordance with the terms of this Service Description, (i) any remittance statements,invoices, correspondence, papers, and other documents enclosed in each envelopesent to the Lockbox which are not imaged in accordance with this Service Description,and (ii) any Checks enclosed in such an envelope which are not deposited inaccordance with these Processing Procedures.

5.16. Nil Report. On any Business Day when Bank collects no cash or Checks from theLockbox, Bank will send Company a statement to that effect if Company so requests.

6. Account. Company will maintain a deposit account with Bank, which Company will designatein the Lockbox Service Set-up Form or otherwise in writing, to which Bank or its subcontractorwill (i) deposit Remittances received through the Lockbox, and (ii) credit amounts attributableto settlement of Charge Authorizations received through the Lockbox, throughout the term of

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the Service (the "Account"). Company understands that this Service Description covers thelockbox service to be provided by Bank and, except as specifically provided in this ServiceDescription, does not cover the handling of the Account or the processing of checks drawn onthe Account. Except as otherwise specifically prOVided in this Service Description, theAccount will be handled and checks drawn on the Account will be processed by Bank as Bankwould perform such responsibilities with respect to any other demand deposit account at Bank.As a result, the Account will be subject to, and Bank's operation of the Account will be inaccordance with, the terms and provisions of Bank's deposit account agreement governing theAccount (the "Account Agreement"), a copy of which Company acknowledges having received.

7. Deposits and Confirmations. Company authorizes Bank to endorse Remittances receivedat the Lockbox, and to deposit them into the Account as prOVided in the ProcessingProcedures. If any payee of a Remittance received in the Lockbox is a legal entity other thanCompany, Company represents and warrants to Bank that Company has the properauthorization from the payee to have the Remittance endorsed for deposit, and deposited, intothe Account, and Company agrees to indemnify Bank against any losses, liabilities, damages,claims, demands, obligations, actions, suits, judgments, penalties, costs or expenses,including, but not limited to, attorneys' fees (collectively, "Losses and Liabilities") suffered orincurred by Bank as a result of, or in connection with, Company's failure to have properauthorization. Company also authorizes Bank to process and settle Charge Authorizationsreceived at the Lockbox, and to cause the amounts received on account of settlements of suchCharge Authorizations to be credited to the Account as provided in the ProcessingProcedures. Bank will prOVide to Company an advice of deposits and other credits made tothe Account. Company agrees to notify Bank's customer service center, whose address andtelephone number is available upon request from Bank, (I) of any error in an advice of depositwithin fourteen (14) calendar days after Company receives such advice of deposit and (ii) ofany error in a bank statement, or of any failure of a bank statement to show a deposit thatshould have been made dUring the period covered by the statement, within thirty (30) calendardays after Company receives such bank statement. The liability of Bank for such errors islimited as provided in Section 17 ofthis Service Description.

8. Access to Lockbox Images. The Service will allow Company to enter a website hosted byBank or its subcontractor (the "Website") for the purpose of accessing archival images ofCharge Authorizations, Remittances and other remittance materials processed through theLockbox, and giving Bank or its subcontractor certain types of instructions with regard to theprocessing of such remittance materials. Company agrees to use the Website only inaccordance with this Service Description and any notices and information posted on theWebsite (collectively, the "Website Use Documentation"). Persons entering the Website forCompany (the "Users") must also accept any "terms of use" for the Website which appear onthe Website when a User initially logs on.

9. Security Procedures.

9.1. Bank or Its subcontractor will provide each User with a multi-factor authenticationcompliant access method (which may consist of a combination of user names,passwords, passphrases, digital certificates and/or tokens) to be used whenever theUser enters the Website.

9.2. It is Company's responsibility to ensure that any user names, passwords, passphrases,digital certificates and tokens provided in connection with use of the Website(collectively, "Security DeVices") are known to, and used only by, persons who havebeen properly authorized by Company to access the Website and use the Servicethrough the Website.

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9.3. FAILURE TO PROTECT SECURITY DEVICES MAY ALLOW AN UNAUTHORIZEDPARTY TO (1) USE THE SERVICE, (2) CORRECT, CHANGE, VERIFY, OR SENDDATA USED WITH THE SERVICE, (3) SEND INFORMATION AND COMMUNICATIONS TO, OR RECEIVE INFORMATION AND COMMUNICATIONS FROM, BANKOR (4) ACCESS COMPANY'S ELECTRONIC COMMUNICATIONS AND FINANCIALDATA. ALL ENTRIES INTO THE WEBSITE, ALL COMMUNICATIONS SENT, ANDALL USES OF THE SERVICES, THROUGH COMPANY'S SECURITY DEVICES WILLBE DEEMED TO BE ENTRIES, USES, AND COMMUNICATIONS AUTHORIZED BYCOMPANY AND SHALL BE BINDING UPON COMPANY. COMPANY ASSUMESTHE ENTIRE RISK FOR THE FRAUDULENT OR UNAUTHORIZED USE OF ALLSECURITY DEVICES. Company acknowledges the importance of developing internalprocedures to limit such risk, which procedures will include, at a minimum, (a) notifyingBank immediately when any new person becomes a User or when any existing Userstops being a User, (b) disabling access to the Website immediately for each User whostops being a User, and (c) not keeping, in any form or in any place, lists of SecurityDevices.

9.4. Company agrees to notify Bank immediately when Company becomes aware of anyloss or theft of, or any unauthorized use of, any Security Device. Company alsoagrees to notify Bank immediately when Company becomes aware of anyunauthorized entry into the Website.

10. Use of Certain Software to Access the Website. In using the Website, Company will besending financial and other data as well as electronic messages directly to Bank or Bank'ssubcontractor through the Internet. Company acknowledges that when the Internet, or otherelectronic communications facilities, are used to transmit or receive data and messages, thedata and the messages may be accessed by unauthorized third parties. To reduce thelikelihood of such third party access, Company agrees to transmit and receive data andmessages through the Website using only software, including, but not limited to, browsersoftware, or other access devices that support the Secure Socket Layer (SSL) protocol orother protocols reqUired by, or acceptable to, Bank, and to follow the log·<m proceduresestablished by Bank or its subcontractor that support such protocols.

11. Restricting or Terminating Access to the Website. In addition to, and not in substitutionfor, any provision in this Service Description or the other Service Documentation, Companyunderstands and agrees neither Bank nor its subcontractor will in any way be obligated topermn Users access to the Service through the Website if (a) such use or access isinconsistent with any term or condition applicable to the Service or the Website or to theinformation to be accessed, (b) such use or access is not permitted by applicable state orfederal law or regulation, (c) Bank has reasonable cause to believe that such use or accessmay not be authorized by Company or any third person whose authorization Bank believes isnecessary for such use or access, or (d) Bank has reasonable cause to deny such use oraccess for Company's protection or the protection of Bank or Bank's subcontractor. If theService cannot be used through the Website, Bank will make reasonable efforts for theService to be used by other means. Nenher Bank nor its subcontractor shall have any liabilityto Company for any losses or damages Company may suffer or incur as a result of any suchtermination.

12. Intra-Day Image Access. Company understands that any images which it accesses on anintra-day basis may not be final, and are SUbject to further value-added keying. Therefore,Company expressly assumes all risk associated with Company's use of such intra-dayimages.

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13. Decisioning Module. If Bank's decisioning module is available to Company, and Companyelects to use it in connection with the Service, Company will be able to send instructionsthrough the Website to Bank or its subcontractor as to how to process certain Remittances orCharge Authorizations which Bank classifies as either "processable suspend" or"unprocessable" (collectively, the "Unprocessable Items"). Company will have several optionsfor instructions, as agreed upon in advance by Bank and Company. Such options may includeone or more of the following: (i) apply the Unprocessable Item to a specific customer account,(ii) apply the Unprocessable Item to Company's suspense account, (iii) reject theUnprocessable Item and have it placed in Company's reject package, or (iv) direct Bank toissue a letter of pre-arranged content to the remitter of the Unprocessable Item. Eachmessage related to the processing of an Unprocessable Item (a "Decisioning Instruction")must be received by Bank or its subcontractor by the cutoff time for deposit or processing ofsuch item which Bank and Company have mutually agreed upon during implementation of theService. If no Decisioning Instruction is received by the specified deadline, the UnprocessableItem will be handled in accordance with the Processing Procedures or any other standinginstructions applicable such items. Bank will have no liability or responsibility whatsoever forany keying errors, Company system issues, or misapplied payments resulting from Company'sDecisioning Instructions.

14. Customer Service. Any questions or problems that Company has with respect to the Serviceshould be addressed to Bank's customer service center at the telephone number and addressseparately disclosed to Company.

15. Claims, Legal Progress and Notices. If Bank receives any claim, notice, legal process orcourt order relating to the Charge Authorizations, the Remittances, the Lockbox or theAccount, Bank will comply with it if Bank determines in its sole discretion that the legalprocess, legal notice or court order is legally binding on it.

16. Indemnification. Company agrees to indemnify Bank and its officers, directors, employees,agents and subcontractors (collectively, "Indemnified Parties") and hold each of theIndemnified Parties harmless from and against any and all losses, liabilities, claims, damages,demands, obligations, actions, suits, judgments, penalties, costs or expenses, including, butnot limited to, attorneys' fees (collectively, "Losses and Liabilities") which anyone or more ofthe Indemnified Parties suffers or incurs in relation to (i) the processing of ChargeAuthorizations, (ii) any keying errors, Company system issues, or misapplied paymentsresulting from Company's Decisioning Instructions, or (iii) any action taken by Bank or itssubcontractor in response to a Decisioning Instruction, except to the extent that any suchLosses and Liabilities are directly caused by Bank's gross negligence or willful misconduct.

17. Limitation of Liability. Company understands and agrees that, absent manifest evidence offraud, Bank is entitled to assume that each Charge Authorization received at the Lockbox islegitimate and duly authorized by the account debtor purporting on its face to give the ChargeAuthorization, and Bank will have no liability for processing such Authorization in accordancewith the Processing Procedures. In addition to the other limitations on Bank's liabilitycontained in the Master Agreement, if Company incurs a material loss which results directlyfrom Bank's or its subcontractor's negligence or breach in performing the Service and (i) ifsuch negligence or breach is a failure to deposit any check which should have been depositedor to process any Charge Authorization which should have been processed, pursuant hthisService Description, the liability of Bank and its subcontractor shall be limited to direct moneydamages in an amount not to exceed interest on the amount of the check or the amount of thepayment authorized under the Charge Authorization at a rate equal to the cost of funds (at areserve adjusted daily interest rate which Bank will determine in good faith) for the time periodsuch amount is not in the Account, which lime period for the purpose of calculating the interestwill not extend beyond the end of the thirty (30) calendar day notice period referred to in

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Section 7 of this Service Description, and (ii) if such negligence or breach results from anyother action or failure to act by Bank or its subcontractor, the liability of Bank and itssubcontractor shall, unless otherwise provided by any law which cannot be varied by contract,be limited to direct money damages in an amount not to exceed the lesser of (A) three (3)times all the Service Fees charged or incurred in relation to the Service during the calendarmonth immediately preceding the calendar month in which the loss occurred (or, if no suchfees were charged or incurred in the preceding month, such fees charged or incurred in themonth in which the loss occurred), or (B) Two Hundred Thousand Dollars ($200,000.00).

18. Termination. Upon termination of the Service, Bank will (I) close the Lockbox, and (Ii) disposeof the mail addressed to the Lockbox in the manner instructed by Company for a period ofthree (3) months after the termination date, unless arranged otherwise between Company andBank, with Service Fees with respect to such disposition based on Bank's estimate beingprepaid directly to Bank at the time of such termination in immediately available funds or byanother payment method acceptable to Bank in its sole discretion.

19. Assignment. Notwithstanding anything to the contrary in the Agreement, the rights andobligations of Bank with respect to the Service shall be assignable to any successor in interestwithout restriction.

20. Instructions. Bank is authorized to act on any instructions received by Bank if (i) suchinstructions purport to be made in the name of Company, (ii) Bank reasonably believes thatthey are so made, and (iii) they do not conflict with the terms of this Service Description,including, but not limited to, the Processing Procedures, as such terms may be amended fromtime to time, unless the conflicting instructions are supported by a court order.

21. Authorized Persons. Any person identified by Company in the Lockbox Service Set-up Formor any certification, notice or other communication delivered to Bank may receive information,communications and notices regarding the Service, and is authorized to transact all business,make all agreements and sign and deliver all documents in connection with the Service. If theidentity of such a person changes Company will promptly notify Bank in writing. Bank willhave a reasonable time after receipt of a certification, notice or other communication to act onit.

22. Software, Hardware and Backup Requirements. Upon notice from Bank of a failure of anysoftware, hardware or other equipment necessary for Bank to perform in accordance with thisService Description, Company will as soon as reasonably possible deliver to Bank all data inCompany's possession or under its control which Bank reasonably requests in order for Bankto continue to proVide the Service.

23. Survival. Sections 7, 9,11,12,16,17 and 23 of this Service Description will survivetermination of the Service.

24. Terminology. As used in this Service Description and in the Master Agreement as applied tothis Service, "negligence' will mean a material failure to use that degree of care that would beused under the same or similar circumstances by a national banking association havingSUbstantially the same volume and type of lockbox activity and approximately the samenumber, size and diversity of lockbox customers.

© 2010 Wells Fargo Bank, N.A. All rights reserved.TM-1527 Wholesale Lockbox Service DescriptionRevised l1J..17·11

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COMMERCIAL ELECTRONIC OFFICE® ("CEO'I®)SERVICE DESCRIPTION II

1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank,N.A. ("Bank") Commercial Electronic Office® service ("Service") and includes:







2. Description of Service. The CEO® is Bank's electronic banking portal that is accessed via theInternet. Authorized Representatives (see section 3) may use the CEO® to access (a) BankServices in which Company has seperately enrolled (each, an "Accessed Service") and (b)third-party sites Bank may make available through the CEO®. Bank offers different channelsthrough which Company may access the CEO® that may include without limitation personalcomputers and mobile devices. Bank may add or eliminate channels at any time. A BankService or third party site accessible through one channel may not be accessible throughanother channel. The Service Documentation includes the Service Description for eachAccessed Service. In the event of a conflict between the Service Description for the AccessedService and this Service Description, the Service Description for the Accessed Service willcontol.

3. Access to the CEO®. When Company enrolls in the CEO® and as Bank may determine isnecessary after enrollment, Bank will (in accordance with section 4) provide one or more securemeans of accessing the Services (each, a "Log-On Credential") to the persons who areauthorized to access the CEO® on Company's behalf (each an, "Authorized Representative").Log-On Credentials may include without limitation CompalJt and user IDs, passwords, tokenIDs and other means of prOViding secure access to the CEO Service that Bank adopts after thedate Company begins using the CEO® and may be changed by Bank at any time. Bank willhave no obligation to Company to authenticate separately any communication Bank receives in

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Company's name through the CEO®, whether or not an Authorized Representative actuallyissued the communication. Bank may, at Bank's sole option, contact Company with respect toany communication Bank receives in Company's name, but Bank's election to contact Companywith respect to one or more communication will not obligate Bank to contact Company withrespect to any subsequent communication Bank receives in Company's name.

4. Administration of the CEO®.

4.1. General. Bank offers two options for administering the CEO®; (a) self-administrationand (b) Bank administration.

4.2. Self-Administration. If Company enrolls in Bank's self-administration option, there arethree categories of Authorized Representatives: Company Administrator, Administratoror User. Bank provides Bank's then-current Log-On Credentials only to Company'sinitial Company Administrator(s) who will (a) assign Bank's Log-On Credentials to otherindividuals and (b) designate each such individual as (i) a Company Administrator, whomay perform all functions of Company's initial Company Administrator; (i1) anAdministrator, who may perform all the functions of an Administrator including withoutlimitation designating other Administrator(s) and User(s); or (iii) a User, who may accessthose Services as designated by a Company Administrator or an Administrator andthose in which Bank permits a User to self-enroll. Each Company Administrator andAdministrator has the authority to enroll Company in additional Services. Company willpromptly revoke the Log-On Credentials of any Authorized Representative when thatindividual is no longer an Authorized Representative.

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

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

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

7. Cash Flow Analysis Service. This section contains additional terms applicable to Bank's CashFlow Analysis Service. This Service enables Company to view and use certain data for globalcash positioning and forecasting and journal entry. Bank will automatically populate data from

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Company's deposit account(s) at Bank and other financial institutions Company directs toprovide data to Bank. Company may also manually populate data. Bank will not verify theaccuracy of data from other financial insmutions, customer-populated data or forecastinginformation. Forecasting information is not a guarantee of actual performance. IfCompany uses this Service to convert balances to a currency other than the currency in whichthe Account is denominated, the conversion rate used through the Service may differ from theconversion rate actually used when the funds are converted on a given Business Day.

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

8.1. Company's governing body has dUly authorized each Authorized Representative,regardless of whether Company enrolls in Bank's self-administration option, BankAdministration or whether the individual is designated to act as Company Administrator,Administrator or User; and

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

9. Company's Agreement to Indemnify Bank. Company will indemnify and hold Bank, its parentcompany, and its affiliates and each of their respective directors, officers, employees, andagents harmless from and against all losses, damages, claims, demands, charges, costs, orexpenses (including reasonable fees and disbursements of legal counsel and accountants)awarded against or incurred or suffered by any of them arising directly or indirectly from orrelated to any material breach in a representation, warranty, covenant, or obligation of Companycontained in this Service Description.

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


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ACH ORIGINATION SERVICE DESCRIPTION II1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, NA

("Bank") ACH origination service ("Service") and includes:




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

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

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

2. Description of Services. The Service enables Company to originate automated clearing house("ACH") credit and debit entries in accordance with the National Automated Clearing House AssociationOperating Rules and any applicable local ACH rules (collectively, the "ACH Rules"; see section 3).Company will maintain one or more deposit account(s) at Bank or Bank's affiliate (each, an "Accounf'),that Bank may use to process such Entries. An "Entry" is an ACH debit or credit entry issued inCompany's name, and a "File" is the data file or batch release used to transmit one or more Entries toBank. Section 6 of this Service Description describes (a) the means Bank offers to Company fortransmitting Files to Bank (each, an "Initiation Method") and (b) the means Bank will use to verifyCompany's authorization of a File or a communication amending or canceling an Entry or File (each, a"Security Procedure"). When Bank acts with respect to an Entry as both the originating depositoryfinancial institution ("ODFI") and receiving depository financial institution ("RDFI"), as ODFI and RDFIare defined by the ACH Rules, the Entry is an "on-us Entry."

3. ACH Rules. Company (a) authorizes Bank to originate Entries on behalf of Company to Receivers'accounts; (b) agrees to be bound by the ACH Rules; and (c) agrees not to originate Entries that violatethe laws of the United States. In addition, Company agrees Bank may audit Company's compliancewith the Service Documentation and the ACH Rules.

4. Preparation of Entries and Files; Processing Schedules. Company will prepare each File inaccordance with the ACH Rules and the guidelines Bank separately makes available to Company.Bank will process each File in accordance with Bank's then current processing schedule and anyinstructions regarding the date an Entry is to be settled that Company furnishes with the Entry prOVided(a) Bank receives the File by Bank's applicable cutoff time on a Business Day and (b) the ACH is openfor business. Files will be deemed received by Bank when the transmission of the File to Bank is

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completed and authenticated in compliance with the Security Procedure. If Bank receives a File afterBank's applicable cutoff time or on a day when the ACH is not open for business, the File will be treatedas having been received prior to Bank's applicable cutoff time on the next Business Day on which theACH is open for business. A "Business Day" is every day except Saturday, Sunday and federalholidays.

5. Inconsistency of Name and Number. If an Entry describes a "Receiver" (as defined in the ACHRules), both by name and identifying number, the RDFI may pay the Entry on the basis of theidentifying number, even if the number identifies a person different from the named Receiver. If anEntry describes the RDFI both by name and identifying number, Bank, a gateway operator or anotherfinancial institution handling the Entry may rely on the identifying number to identify the RDFI, even ifthe identifying number refers to an institution other than the named RDFI.

6. Initiation Methods and Security Procedures. This section lists the Iniliation Methods and describesthe Security Procedures Bank offers for ACH origination. Company's elections regarding InitiationMethods and Security Procedures are set forth in the Acceptance.

6.1. Commercial Electronic Office®(CEO,"> Initiation Method.

The CEO® portal is Bank's electronic banking portal that is accessed via the Internet. TheCEO® securily procedures are log-on credentials specified by Bank including a company ID,user ID, password, token, and any other authentication or authorization process Bank requiresfrom time to time. Bank's standard CEO® security procedures also include dual custody forselect, high-risk ACH activities. Wilh dual custody, an authenticated second user approvesthese activities. There is no additional charge for dual custody.

6.2. Direct Origination Initiation Method.

Secure Application File Exchange Transmission ("SAFE-T"). This transmission platformoffers a variety of transmission protocols including hypertext transfer protocol secured (hltps),FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicabilily Statement 2 (AS2).

IBM® Connect:Direct® with Secure Plus+. Secure Plus+ is an add-on to Connect Direct toenhance security by means of Secure Socket Layer ("SSL") or Transport Layer Securily("TLS"). Connect Direct® is a registered trademark of Sterling Commerce, Inc. an IBMCompany.

SWIn® FileAct. SWIFT has established procedures for controlling access to SWIFTmessaging services that may include access codes, message authentication codes, securecard readers, digilal signatures, and Hardware Security Modules. In addition, SWIFTauthenticates certain messages including without limitation Files based on SWIFT messagetype prior to accepting them for routing as SWIFT messages. This authentication may includeconfirming the sender and recipient of the message have exchanged bilateral keys ("BKE"),entered into a relationship management application ("RMA") agreement, or taken other stepsto secure the transmission of SWIFT messages between them as SWIFT requires from time totime.

6.3. Payment Manager® Initiation Method.

Secure Application File Exchange Transmission ("SAFE.T"). This transmission platformoffers a variety of transmission protocols including hypertext transfer protocol secured (hltps),FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2).

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Machine-to-Machine ("M2M"). This transmission method may use an XML messageinterface that is based on the Interactive Financial eXchange (IFX) message standard usingSOAP structured messages or other formats and protocols such as JSON and REST. Data iscommunicated via the Internet using 128-bit encryption and Secure Socket Layers (SSL).

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

Value-Added Network ("VAN"). With this transmission method, a third party serves as anintermediary for transmitting data between Company and Bank. Procedures for transmittingPayment Orders may vary by VAN. Bank follows the procedures of the VAN selected byCompany to authenticate each File transmitted to Bank through the VAN in Company's name.

SWIFr® File Act. SWIFT has established procedures for controlling access to SWIFTmessaging services that may include access codes, message authentication codes, securecard readers, digital signatures, and Hardware Security Modules. In addition, SWIFTauthenticates certain messages including without limitation Files based on SWIFT messagetype prior to accepting them for routing as SWIFT messages. This authentication may includeconfirming the sender and recipient of the message have exchanged bilateral keys ("BKE"),entered into a relationship management application ("RMA") agreement, or taken other stepsto secure the transmission of SWIFT messages between them as SWIFT requires from time totime.

6.4. Security Procedure Elected by Company's Third Party Service Provider.

Company is utilizing a Third Party Service Provider ("TPSP") as defined in the ACH Rules tooriginate Entries and Files on Company's behalf. Bank will authenticate each File transmittedto Bank in Company's name in accordance with the security procedure the Company's TPSPhas elected. Company will notify Bank of any change to Company's TPSP in a manneraffording Bank a reasonable opportunity to act on the information.

6.5. Non-Standard Security Procedure.

If Company has refused to utilize any of the security procedures described above, then theSecurity Procedure Company will use is described on Attachment B to the TreasuryManagement Product Enrollment form.

7. Company's Payment Obligations. As of the applicable settlement date, Company will maintainavailable funds in each Account sufficient to cover the credit Entries originated against it. Company'sobligation to pay Bank for each credit Entry matures when Bank transmits the credit Entry to the ACHor gateway operator or posts an on-us Entry. Bank is authorized to debit the Account for the totalamount of all credit Entries originated from it at any time. If requested by Bank, Company will pay toBank, in immediately available funds, an amount equal to all credit Entries Company originates throughBank before the date Bank delivers the credit Entries to the ACH or gateway operator or posts an on-usEntry. If Company fails to comply with Bank's request, Bank may refuse to send the Entries to the ACHor gateway operator or post an on-us Entry. Bank may take such other actions as it deems necessaryor appropriate to ensure Bank receives payment for Company's credit Entries including withoutlimitation (a) upon notice to Company, placing a hold on funds in any account at Bank or any affiliate ofBank that Company owns in whole or in part sufficient to cover Company's credit Entries and (b) setting

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off against any amount Bank or an affiliate of Bank owes Company. In addition, Bank may charge theAccount or any other Company account at Bank or any affiliate of Bank for any debit, correcting orreversing Entry which is later returned to Bank.

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

9. Rejected Entries. Bank may reject an Entry or File if Company fails to comply with the terms of thisService Description. Bank will attempt to notify Company promptly so Company may cure the defectbut will have no liability to Company for rejecting an Entry or File or any loss resulting from Bank'sfailure to provide notice. If Company requests Bank repair an Entry or File and Bank attempts to do so,Bank will not be liable if it is unable to make the requested repair. Company will pay all charges andexpenses Bank incurs in connection with any repair or attempted repair.

10. Cancellation, Amendment, Reversal. Company has no right to cancel, amend or reverse an Entry orFile after its receipt by Bank. If Company requests Bank cancel, amend or reverse an Entry or File,Bank may, at its sole discretion, attempt to honor such request but will have no liabil~y for its failure todo so. Company will reimburse Bank for any expenses, losses or damages Bank incurs in effecting orattempting to effect Company's request.

11. Returned Entries. Bank will have no obligation to re-transmit a returned Entry or File to the ACH orgateway operator, or to take any further action with respect to a returned on-us Entry, if Bank compliedwith the terms of this Service Description with respect to the original Entry or File. Company willreimburse Bank for any returned deb~ Entries on the same day Company receives notice of suchreturned Entry.

12. Reconstruction of Entries and Files. Company will retain sufficient records to perm~ it to reconstructeach Entry and File it delivers to Bank for a period of five (5) Business Days after the applicablesettlement date and will submit the reconstructed Entry or File to Bank upon request.

13. Audit. Company grants Bank ongoing access to Company's Files and the right to audit periodicallysuch Files and Company's ACH processes and controls so Bank can verify Company's compliance withthis Service Description.

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

15. International Entries.

15.1. General. This section contains additional terms applicable when the financial institution holdingthe account designated to receive an Entry is in a jurisdiction ("Receiving Country") other thanthe United States (each, an "International Entry"). Bank will process each International Entry inaccordance with (a) the laws and payment system rules of the Receiving Country (b) anyagreement governing International Entries between Bank and the gateway operator throughwhich Bank processes the International Entry, the terms of which Bank communicates toCompany prior to Company's use of the Service or from time to time thereafter, and (c) the ACH

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Rules. If there is a conflict among these three clauses, they will govern in the order set forth inthis subsection.

15.2. Credit Entries. With respect to credit Entries Bank agrees to originate in the currency of adesignated foreign government or intergovernmental organization ("Foreign Currency"), Bankwill convert the amount to be transferred from U.S. dollars ("USD") to the Foreign Currency atBank's sell rate for exchange in effect on the Business Day the Entry is transmitted by Bank tothe ACH or gateway operator. If the financial institution designated to receive the funds doesnot pay the Receiver specified in the Entry, or if the Entry is subsequently deterrnined to beerroneous, Bank will not be liable for a sum in excess of the amount of the original Entry after ithas been converted from the Foreign Currency to USD at Bank's buy rate for exchange at thetime the Entry is returned to Bank.

15.3. Debit Entries. With respect to debit Entries Bank agrees to originate in a Foreign Currency,Bank will convert the amount of each Entry from the Foreign Currency to U.S. Dollars at Bank'sbuy rate for exchange in effect on the settlement date of the Entry. If the financial institutiondesignated to receive the Entry subsequently returns it, Bank may charge the applicableAccount (or any other accounts Company owns in whole or in part at Bank or any affiliate ofBank) for the amount equal to the value of the returned Entry, after Bank has converted theForeign Currency to USD at Bank's sell rate for exchange at the time the Entry is returned toBank. Bank will not be liable for a sum in excess of the original amount of the Entry afterconversion.

15.4. Acts or Omissions of Third Parties. Bank will not be liable for any failure or delay by agateway operator, any intermediary financial institution, or the financial institution designated toreceive the Entry in the Receiving Country in processing or failing to process any Entry Banktransmits to the Receiving Country, or for acts or omissions by a third party including withoutlimitation the delay or failure of any third party to process, credit or debit any Entry.

16. Third-Party Sender Activities. This section contains additional terms applicable when Company is aThird-Party Sender, as defined by the ACH Rules.

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

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

16.1.2. ACH entries may not be initiated in violation of the laws or regulations of the UnitedStates including without limitation the regulations issued by the Office of Foreign AssetsControl;

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

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

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

17. Perfect NOe Service. This section contains additional terms applicable to Bank's Perfect NOCService. Bank maintains a database of Notifications of Change (each, a "NOC") that Bank receives anduses this database to update Company's Entries in accordance with the Service options Companyselects from time to time. Bank will notify Company of each NOC Bank receives in connection withCompany's Entries.

18. Smart Decision Service. This section contains additional terms applicable to Bank's Smart DecisionService. Bank will process for credit to the Account specified by Company checks and otherinstruments payable to Company (each, an "Item') that Company delivers to Bank. Company will usethe depository channels through which Bank offers the Service including electronic channels and otherchannels specified by Bank through which Bank accepts Items for processing. When Company useselectronic depository channels, Company transmits an "Electronic File' to Bank that includes electronicimages of Items (each, an "Electronic Image") and other information regarding Items in the ElectronicFile. Each Business Day, Bank processes Company's Electronic File and other Items according to theprocessing criteria Bank has on file for Company, the issuer of an Electronic Image or Item, and Bank(each, respectively, a "Company Preference: an "Issuer Preference," or a "Bank Preference.") Basedon these Preferences, Bank will (a) convert each eligible Electronic Image and Item to an ACH debitEntry on the deposit account on which it was drawn; (b) process remaining Electronic Images inaccordance with Bank's separate Service Documentation governing the electronic depository channelCompany used to deliver the Electronic Image to Bank; or (c) process remaining Items in accordancewith Bank's Commercial Account Agreement. If a Company Preference or an Issuer Preferenceconflicts with a Bank Preference, Bank will follow the Bank Preference.

19. Warranties.

19.1 General. Company acknowledges Bank makes certain warranties under the ACH Rules withrespect to each Entry. Company will reimburse Bank for any loss Bank incurs, including Bank'sreasonable attorneys' fees and legal expenses, as the result of a breach of a warranty made byBank in connection with any Entry Bank originates upon the instructions received fromCompany, except to the extent that the loss resulted from Bank's own gross negligence orintentional misconduct.

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

20. Indemnification. Company acknowledges Bank indemnifies certain persons under the ACH Rules.Company agrees to reimburse Bank for any loss Bank incurs, including its reasonable attorneys' feesand legal expenses, as the result of the enforcement of any such indemnity, except to the extent theloss resulted solely from Bank's own gross negligence or intentional misconduct. In addition, Companywill indemnify Bank from and against all liabilities, losses, damages, claims, obligations, demands,

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charges, costs, or expenses (including reasonable fees and disbursements of legal counsel andaccountants) awarded against or incurred or suffered by Bank arising directly or indirectly from orrelated to any material breach in a representation, warranty, covenant, or obligation of Companycontained in this Service Description.

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

22. Survival. Sections 4, 5, and 7-20 will survive termination of the Services.

© 2014 Wells Fargo Bank, N.A. All rights reserved.TM-1423ACH Origination Services EDOCS-#3784910Revised 10-30-2014

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®WellsTAX SERVICE DESCRIPTION III

1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank,N.A. ("Bank") WelisTAX service ("Service") and includes:







2. Description of Service. With the Service, Company may transfer funds (each, a "Transfer")from its deposit account(s) with Bank (each, an "Account") to pay its federal payroll taxes to theInternal Revenue Service ("IRS") and to pay certain other federal, state or other taxes listedfrom time to time in the WelisTAX User Guide.

3. Means for initiating Transfers. Bank will originate Transfers from Company's Account(s)(each, a "Credit Entry") to third parties' (each a, "Receiver") accounts using the automatedclearing house ("ACH") system. All Transfers will be made in accordance with the terms of thisService Description and, where applicable, the Operating Rules of the National AutomatedClearing House Association ("NACHA Rules").

4. Procedures for Initiating Transfers. Company may initiate Transfers using Bank'sCommercial Electronic Office® ("CEO'o@) service or a touch-tone telephone. In order to initiate aTransfer, Company must use an access code, user name, password, token and/or other secureprotocol (collectively referred to as "Security Credentials").

5. Security Procedures.

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

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5.2. Company assumes the entire responsibility at all times for the supervision, management,control and confidentiality of its Security Credentials and the fraudulent or unauthorizedthereof. Company understands the failure to protect its Security Credentials may allowan unauthorized person or entity to access the Service. Company agrees to developand put in place internal procedures to limit this risk, including, without limitation, (a)changing the password at least once every 90 days, (b) disabling access for eachperson who is no longer authorized by Company to access the Service, and (c)protecting the confidentiality of the Security Credentials. Company also agrees to notifyBank immediately if it knows or suspects that the confidentiality of its SecurityCredentials has been breached.

5.3. Company agrees that all persons or entities employed by Company to prepare, processor transmit Company's Credit Entries to Bank will be deemed Company agents and willbe subject to the same requirements as Company under this Service Description,inclUding, among other things, compliance with the Security Procedures and the NACHARules.

6. Accuracy of Data. Company will provide to Bank the data and information necessary to enableBank to inform the government agency or entity to be paid of the payment of the tax within thetime period reqUired by any rule or regulation governing the payment. Company authorizesBank to rely on the accuracy of such data and information furnished by it.

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

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

9. Acceptance of Transfer Requests.

9.1. The Security Procedures describe the steps to be taken to attempt to preventunauthorized Credit Entries. Company agrees to be bound by any Credit Entryauthorized or transmitted by Company or made in Company's name and accepted byBank in good faith and in compliance with the Security Procedures, even if not properlyauthorized by Company. If Bank takes any actions beyond those described in theSecurity Procedures in an attempt to detect an unauthorized Credit Entry or to detecterrors in the transmission or content of a Credit Entry, Company agrees that no matterhow many times Bank takes these actions (a) they will not become part of the SecurityProcedures; and (b) Bank will not be liable in any situation for failing to take or correctlyperform these actions. Without limiting Bank's general right to reject entries or filesunder the NACHA Rules, Bank may reject any entry or file which does not comply withthe requirements in this Service Description, the NACHA Rules or the SecurityProcedures, or with respect to which payment is not made in accordance with this

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Section 9. A request for a Transfer may be delayed or may not be accepted by Bank ifthe Transfer would exceed the available funds in the Account on the Transfer InitiationDeadline, cause Bank to violate any applicable laws or regulations, or cause Bank toexceed any limitation on its intra-day net funds position established in accordance withFederal Reserve or other regulatory guidelines or violate any other Federal Reserve orother regulatory risk control program. If Bank does not accept a request for a Transferor must delay making a requested Transfer, Bank will attempt to notify Company.

9.2. Company agrees to pay Bank, in immediately available funds, an amount equal to thefull amount of the requested Transfer. Each such payment must be received by Bank onthe date of initiation, which must be on or before the Transfer Initiation Deadline.Company expressly authorizes Bank to debit the Account for the total amount of suchTransfer on the date of initiation.

9.3. If Bank rejects a Credit Entry Company has requested, Bank will endeavor to notifyCompany promptly on or before its scheduled Settlement Date, but Bank will have noliability to Company for any such rejection or for any loss resulting from Bank's failure toprOVide such notice.

9.4. Bank may process Company's Credit Entries either directly or through any mechanism itselects. Company represents and warrants with respect to each Credit Entry that Bankoriginates for Company that on its Effective Entry Date, on the date it is originated, andon the dates Bank debits the Account for the Credit Entry, (a) each Receiver hasauthorized the crediting of its account, and (b) each Credit Entry is in all other respectsproperly authorized. Company agrees to indemnify Bank for any losses, liabilities, costsor expenses Bank suffers or incurs as a result of any breach of these representationsand warranties.

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

9.6. Any instruction attempting to restrict Bank's acceptance of Company's Credit Entries orto reverse or delete any Credit Entry must be made in accordance with this ServiceDescription and Where applicable, the NACHA Rules. At Company's request, Bank willmake reasonable efforts to reverse or delete a Credit Entry, but Bank will have noresponsibility for the failure of any other person or entity to comply with Company'srequest.

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

11. Confirmations. Bank will confirm each Transfer by an entry on Company's account statementthat Company will receive at regular intervals (or on any bank information reporting service thatBank provides Company). Company must immediately inform Bank of any Transfer that isincorrect or not authorized by Company.

12. Debits to Accounts for Transfers. Company hereby authorizes Bank to debit the Account forall Transfers made by Bank from such Account. Company agrees to maintain in each Accountat all times good and sufficient funds to cover all Transfers out of such Account. If sufficientgood funds are not maintained in an Account to cover fUlly a Transfer out of such Account, Bank

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will have no obligation to perform the Service for Company or to make any Transfer out of suchAccount for Company even if Company has instructed Bank to do so.

13. Amendments and Cancellations of Transfer Requests. After Bank has made a Transfer. itcannot be canceled. amended or reversed.

14. Records, Information and Audits. Company agrees to determine promptly the accuracy of allrecords and information regarding the Service or any Transfer delivered by Bank to Companyand to notify Bank immediately of any errors in such records or information. Nothing in thisService Description will relieve Company from (a) any responsibility imposed by law, regulationor contract with regard to the maintenance of records. or (b) any responsibility to perform auditsand account reviews customarily conducted by persons or entities whose businesses are similarto Company's business.

15. Responsibility for Paying Taxes. Any interruption in the Service will not relieve Company ofany obligation to pay any tax to the IRS. or any other government agency or entity owed the tax.and Bank will have no liability to Company for any failure by Company in such circumstances topay any tax.

16. Changes to Information. Except as provided otherwise in this Agreement, the information onany Set-Up Form can only be changed by delivering a new Set-Up Form to Bank. Eachcompleted Set-Up Form must be sent to Bank.

17. Survival. Sections 9.4. and 10 will survive termination of the Service.

© 2014 Wells Fargo Bank, NA All rights reserved.

TM-1520 We/1sTAX Service DescriptionRevised 04-30-2014

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WIRE TRANSFER SERVICE DESCRIPTION II1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank,

NA ("Bank") Wire Transfer service ("Service") and includes:







2. Description of the Service. The Service enables Company to instruct Bank to transfer fundsin accordance with Article 4A of the Uniform Commercial Code as amended from time to time("UCC 4A") and the rules and regulations of any funds transfer system Bank uses to effect thetransfer. In this Service Description, an instruction to Bank (including any communicationcancelling or amending an instruction) in Company's name to transfer funds from Company'saccount at Bank or Bank's affiliate (each, an "Account") is a "Payment Order" (as defined inUCC4A). Section 5 of this Service Description describes (a) the means Bank offers toCompany for transmitting Payment Orders to Bank (each, an "Initiation Method") and (b) themeans Bank will use to verify Company's authorization of a Payment Order or a communicationamending or canceling a Payment Order (each, a "Security Procedure").

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

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4. Inconsistency of Name and Number. If a Payment Order describes the person to receive thefunds that are the subject of the Payment Orders both by name and identifying number, Bankmay execute the Payment Order on the basis of the identifying number, even if the numberidentifies a person different from the named person. If a Payment Order describes a financialinstitution both by name and identification number, the identification number may be relied uponto identify the financial institution, even if the identification number refers to a financial institutionother than the named financial institution.

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

5.1. Commercial Electronic Office'" (CEO"') Initiation Method.The CEO'" portal is Bank's electronic banking portal that is accessed via the Internet. TheCEO'" securny procedures are log-on credentials specified by Bank including a companyID, user ID, password, token, and any other authentication or authorization process Bankrequires from time to time. Bank's standard CEO'" security procedures also include dualcustody for select, high-risk wire transfer activities. Wnh dual custody, an authenticatedsecond user approves these activities. There is no additional charge for dual custody.

5.2. Payment Manager'" Initiation Method.

Secure Application File Exchange Transmission ("SAFE-T"). This transmissionplatform offers a variety of transmission protocols including hypertext transfer protocolsecured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2(AS2).

Machine-to-Machine ("M2M"). This transmission method may use an XML messageinterface that is based on the Interactive Financial eXchange (IFX) message standardusing SOAP structured messages; or it may use other formats and protocols such as JSONand REST. Data is communicated via the Internet using 128-bit encryption and SecureSocket Layers (SSL).

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

Value-Added Network ("VAN"). With this transmission method, a third party serves asan intermediary for transmitting data between Company and Bank. Procedures fortransmitting Payment Orders may vary by VAN. Bank follows the procedures of the VANselected by Company to authenticate each Payment Order transmitted to Bank through theVAN in Company's name.

SWIFT'" File Act. SWIFT has established procedures for controlling access to SWIFTmessaging services (each, an "Access Control") that may include access codes, messageauthentication codes, secure card readers, digital signatures, and Hardware SecurityModules. In addition, SWIFT authenticates certain messages including without limitationPayment Orders based on SWIFT message type prior to accepting them for routing asSWIFT messages. This authentication may include confirming that the sender andrecipient of the message have exchanged bilateral keys ("BKE"), entered into a relationshipmanagement application ("RMA") agreement, or taken other steps to secure the

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transmission of SWIFT messages between them as SWIFT requires from time to time.

5.3. Voice Initiation Method.Bank's voice initiation security procedure consists of confirming (a) the personalidentification number ("PIN") accompanying a Payment Order corresponds with a valid PINassigned to Company for voice-initiated Payment Orders and (b) the voice print providedwhen placing a Payment Order matches the voice print registered for the PIN holder.

5.4. SWIFr'(FIN) Initiation Method.SWIFT has established procedures for controlling access to SWIFT messaging servicesthat may include access codes, message authentication codes, secure card readers, digitalsignatures, and Hardware Security Modules. In addition, SWIFT authenticates certainmessages including without limitation Files based on SWIFT message type prior toaccepting them for routing as SWIFT messages. This authentication may includeconfirming that the sender and recipient of the message have exchanged bilateral keys("BKE"), entered into a relationship management application ("RMA") agreement, or takenother steps to secure the transmission of SWIFT messages between them as SWIFTrequires from time to time.

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

6. Authorization to Pay. Company authorizes Bank to (a) execute any Payment Order Bankverifies in accordance with the Security Procedure and (b) debit the account specified in thePayment Order (and if no account is specified, the Account or any other account of Company atBank or an affiliate) even if a debit results in an overdraft on the execution date (as defined inUCC4A). Company will maintain sufficient available funds in the account specified in thePayment Order at the time of each debit.

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

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

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

10. International Wire Transfers. A Payment Order expressed in U.S. Dollars will be sent in U.S.Dollars. Company may request that prior to executing a Payment Order, Bank convert theamount to be transferred from U.S. Dollars to the currency of a designated foreign governmentor intergovernmental organization ("Foreign Currency") at Bank's sell rate for exchange in effecton the date Bank executes the Payment Order. If the financial institution designated to receivethe funds does not pay the beneficiary specified in a Payment Order payable in ForeignCurrency and the funds are returned to Bank, Bank will not be liable for a sum in excess of thevalue of the funds after they have been converted from Foreign Currency to U.S. Dollars atBank's buy rate for exchange at the time the cancellation of the Payment Order is confirmed byBank. Bank will not be liable for any failure or delay by any financial institution or other thirdparty in the designated foreign country in executing or failing to execute any Payment OrderBank transmits to a foreign country.

11. Drawdown Requests. A "drawdown request" is an instruction from Company to anotherdepository institution to debit (a) an account at that institution and transfer the funds to Bank(each, an "outgoing drawdown requesf') or (b) the Account and transfer the funds to thatinstitution (each, an "incoming drawdown request"). In this Service Description, "PaymentOrder" includes drawdown requests. Bank may execute an incoming drawdown request thatconforms with instructions it receives through Fed Wire, SWIFT, CHIPs or any other fundstransfer system, provided such instructions are not inconsistent with instructions Companyseparately provides in writing. The authority to execute the incoming drawdown request will

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continue until Bank receives express written notice from Company that such authority isrevoked.

12. Limitation of Bank's Liability. If Bank executes Company's Payment Order by sendinginstructions to another financial institution, Bank may send the payment order by anytransmission method and by any route Bank in its sole discretion considers reasonable. Bankwill not be liable for any third party's failure to or delay or error in processing a Payment Order.If the beneficiary bank does not pay the beneficiary specified in the Payment Order, a refund willbe made only after Bank has received confirmation of the effective cancellation of the PaymentOrder and Bank is in free possession of the funds debited or earmarked in connection with thePayment Order. If Bank is notified it did not transfer the full amount stated in a Payment Order,Bank's sole obligation will be to promptly execute a second Payment Order in the amount of thestated deficiency. If Bank executes a Payment Order in excess of the amount stated in thePayment Order, to the extent Company does not receive the benefit of the Payment Order,Bank will only be liable for any loss of the principal amount transferred in excess of the amountstated in the Payment Order. Additionally, Bank will be liable for the amount of interestCompany has lost due to the transfer of the excess amount, computed at the then currentFederal Funds rate. However, Bank's liability for loss of interest will be limited to twenty (20)calendar day's interest. This section sets forth Bank's complete liability for a Payment Orderissued or received under this Service Description.

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


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•STOP5-IMAGE5-SEARCH r'SIS"} SERVICE DESCRIPTION

This Service Description contains provisions which, in addition to the provisionscontained in the Master Agreement for Treasury Management Services betweenBank and Company (the "Agreement"), will govern the Stops-Images--Search{"SIS"} Service (the "Service").

1. The Service. Company may, using a computer or a computer and browseracceptable to Bank, request stop payment orders on checks drawn onCompany's deposit account(s) or Company's account(s) with another financialinstitution maintained in connection with the Controlled Disbursement Service (a"Controlled Disbursement Account") and, where applicable, request photocopiesof checks that have cleared Company's deposit account(s) or ControlledDisbursement Account(s).

2. Stop Payments.

2.1 Requirements. Bank may pay a check against Company's depositaccount(s) whenever it is presented and without regard to its date. If Companydoes not want Bank to pay a check, it must place a stop payment order which isvalid for the period specified when Company opened its deposit account and mustbe received within sufficient time for Bank to act.

2.2 Limitations. A stop payment order will be ineffective with respect to (a) acheck deposited to an account at a Wells Fargo Bank if it cannot be charged backwithout creating an overdraft in that account, and (b) a check that was cashed byany Wells Fargo Bank. Company authorizes Bank to accept telephone stoppayment orders from any person who Bank in good faith believes is acting onCompany's behalf. In Texas, Company must confirm an oral stop payment order inwriting.

3. Survival. The provisions of this Service Description designated as Sections 2 and3 will survive termination of the Service.

TM-1434 Stops-lmages-8earch (SIS) Serv~e Descriplion-Revised4120106 page 1of 1

CHECK CASHING SERVICE DESCRIPTION II1. Introduction.

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







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

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

2.2. Check Cashing Procedures. Company authorizes Bank to cash any Check that it doesnot have actual knowledge bears an unauthorized signature, contains a materialalteration, or is otherwise not properly payable so long as Bank has followed its thencurrent check cashing procedures in connection with the cashing of the Check. Bankreserves the right to require Company to consult with Bank with respect to anyinformation concerning Bank that is printed on Company's check stock. COMPANYUNDERSTANDS THIS SERVICE IS NOT AVAILABLE AT CERTAIN AFFILIATES ORBANK BRANCHES LOCATED IN CERTAIN STATES AS SEPARATELY DISCLOSEDTO COMPANY.

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

4. Termination of Service. In addition to the termination provisions contained in the MasterAgreement. Bank may immediateiy and without prior notice terminate the Service whenever ithas any basis to believe that there will not be sufficient available funds in the Account to pay aCheck when presented. The provisions of this Service Description and the other ServiceDocumentation will continue in effect with respect to all Checks cashed by Bank prior totermination of the Service.

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

5.1. Guarantee of Check Payment. Company unconditionally guarantees payment of allChecks even though at the time any particular Check is presented for payment (a) theendorsement of the named payee is unauthorized; (b) the Check was not drawn, issuedor authorized by Company; (c) the Drawee has received a valid stop payment orderregarding the Check; (d) Company does not have sufficient funds in the Account tocover the Check; (e) the Account has been closed or the Drawee is prohibited frompaying Checks drawn against the Account; or (f) the Drawee has knowledge that theCheck bears an unauthorized signature, contains a material alteration, or is otherwisenot properly payable.

5.2. Obligation of Reimbursement. If a Check is dishonored or if Bank is obligated toreimburse the Drawee or a collecting bank with respect to a Check, upon writtendemand accompanied by evidence of such dishonor or reimbursement, Companyagrees to promptly reimburse Bank for all resulting ioss. Company waives presentmentand other notice of dishonor. In addition, Bank has the right to debit or chargeback anyaccount of Company at Bank for any such loss.

6. Bank's Limitation of Liability and Company's Agreement to Indemnify Bank. Bank willhave no liability inclUding liability for any consequential, special, punitive or indirect ioss ordamage which Company, a payee, the Drawee, a collecting bank or any other person may incuror suffer in connection with a Check. Company will indemnify, defend, and save harmlessBank, and each of its directors, officers, employees, and agents (collectively in this section,"Indemnified Persons") from and against all iiabilities, losses, damages, claims, Obligations,demands, charges, costs, or expenses (inclUding reasonable fees and disbursements of legalcounsel and accountants) (collectively, "Losses and Liabilities") awarded against or incurred orsuffered by Indemnified Persons arising directiy or indirectly from or related to the cashing ofany Check by Bank in accordance with this Service Description and/or the breach of anymaterial obligation of Company hereunder.

7. Survival. Sections 4, 5 and 6 of this Service Description survive termination of the Service.


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IMAGE POSITIVE PAY SERVICE DESCRIPTION II1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank,

NA ("Bank") Image Positive Pay service ("Service") and includes:







2. Description of Service. The Service enables Company to instruct Bank to payor returncounterfeit Checks, Checks otherwise not validly issued and certain altered Checks presentedto Bank for payment on the deposit account(s) at Bank that Company enrolls in the Service(each, an "Account"). Each Business Day, Bank electronically compares the serial number andnumeric amount of each Check presented to Bank for payment before Bank's separatelydisclosed cutoff time on the prior Business Day to Company's Check Issue Data (see section 5).In accordance with section 7, Bank will notify Company of each Check that does not matchCompany's Check Issue Data (each, an "Exception Item") and will payor return each ExceptionItem in accordance with this Service Description. "Check" refers to each check presented forpayment on Company's Account, whether it is counterfeit, not validly issued, altered or validlyissued by Company. A "Business Day" is every day except Saturdays, Sundays, and federalholidays. Except as otherwise provided in this Service Description, enrollment in Bank'sAccount Reconcilement Plan ("ARP") Service is required.

3. Service Options. Company may enroll an Account in one of three options of the Service. TheService options differ based on (a) when Bank electronically compares a Check to Company'sCheck Issue Data (before or after posting the Check to Company's Account); (b) Bank'shandling of errors on Checks; (c) the content of Bank's report to Company of discrepanciesbetween a Check and Company's Check Issue Data ("Exceptions Report"); and (d) the time bywhich Company must notify Bank of Company's payor return decision ("Decision Deadline"), asspecified in the Exceptions Report. Each discrepancy is an "Exception," and each Check with adiscrepancy is an "Exception Item."

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

3.2. Positive Pay and Positive Pay Only. Bank electronically compares a Check toCompany's Check Issue Data after posting the Check to Company's Account. Bankthen reviews each Exception Item, and reverses and reposts each Exception Item witherror(s} that Bank can correct, such as encoding errors, so that the Exception Reportincludes only unresolved Exception Items. Enrollment in Bank's ARP Service is notrequired for Positive Pay Only.

3.3. Basic Positive Pay. Bank electronically compares a Check to Company's Check IssueData after posting the Check to Company's Account and provides Company with anExceptions Report containing all Exception Items including Checks with encoding errors.

4. Payee Validation. In addition to performing the electronic comparison described in section 2,Bank electronically compares the payee's name on each Check exceeding the dollar thresholddetermined by Bank to the payee's name in Company's Check Issue Data. If there is adiscrepancy between the two names that is not within parameters Bank establishes, Bank will(a) include the Check as an Exception Item in Company's Exceptions Report (and thediscrepancy will constitute an Exception), or (b) manually review the Check. Bank will notperform Payee Validation with respect to a Check if (i) Company fails to include the payee'sname on the Check in Company's Check Issue Data; (ii) Bank does not receive Company'sCheck Issue Data for the Check before the cutoff time Bank separately discloses; or (iii)Company requests Bank add the payee's name manually to Check Issue Data Company haspreviously provided to Bank. Bank will reimburse Company for the face amount of any CheckBank pays if the Company incurs a loss as a result of an unauthorized alteration of the payee'sname on the Check, except if the Check with the unauthorized alteration is hand-written or ifBank fails to identify an alteration or other exception in the payee's name because Companyhas (x) truncated the payee's name in Company's Check Issue Data, or (y) elected to usecustomized zone formatting (as detailed in Bank's Customer Guidelines for the Service).

5. Check Issue Data. The "Check Issue Data" for any Check is the Check's complete serialnumber and numeric amount, and if Company has selected Payee Validation, the payee's name(or truncated name). As detailed in Bank's User Guide for the Service, a "truncated name" isthe portion of a payee's name Company includes in its Check Issue Data based on the option ithas elected from the options for truncation Bank offers. Each Business day not later than thecutoff time Bank separately discloses, Company will provide the Check Issue Data for allChecks issued through that Business Day to Bank in the format, through the medium, and at theplace(s) Bank specifies. In performing the Service, Bank will use only the Check Issue DataCompany provides to Bank. Bank will not electronically or manually compare a Check with anissue date after the current Business Day against the Checks presented for payment on theAccount until the issue date contained on Company's future-dated Check register matches thecurrent Business Day's calendar date. Bank will not accept Check Issue Data containing anissue date more than forty-five (45) calendar days in the future.

6. Payment of Matching Checks. If a Check presented to Bank matches the Check Issue DataCompany has provided to Bank (a "Matching Check"), Bank will make final payment on theCheck and charge the Check to Company's Account (SUbject to section 13).

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

7.1. Electronic Comparison. When Bank identifies an Exception Item through its electroniccomparison process, Bank notifies Company of the Exception Item through theExceptions Report Bank makes available to Company via Bank's Commercial ElectronicOffice® (CEO®) portal.

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

7.3. Holdover Exception Items. This subsection applies when Company has enrolled itsControlled Disbursement Account in Bank's Perfect Presentment Positive Pay Service.A "Holdover Exception Item" is an Exception Item Bank identifies after Bank preparesand transmits the Exceptions Report to Company. Bank will use its best efforts but in noevent make more than one attempt to notify Company of each Holdover Exception Itemby telephoning Company at the number Bank has on file for Company.

7.4. Image of Exception Item. Bank will use reasonable efforts to provide an image of anyException Item (including a Holdover Exception Item) to Company, but Bank will have noliability if Bank is unable to do so prior to Company's Decision Deadline.

8. Default Options. A "Default Option" is the action Bank takes w~h respect to each ExceptionListed in the Exceptions Report (see subsection 7.1) if Company does not instruct Bank to payor return it before the Decision Deadline applicable to it (see subsection 9.3). Bank offers twoDefault Options: (a) "Return", under which Bank returns the Exception Item to the bank of firstdeposit marked "refer to maker" even if Company validly issued the Exception Item (and doesnot charge it to Company's Account); or (b) "Pay", under which Bank charges the ExceptionItem to Company's Account (even if it is counterfeit, altered or not validly issued).

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

9.1. Company's Payor Return Decision. Company will make its payor return decisionbased on the information about the serial number and amount of the Exception Item inthe Exceptions Report, and if Company has elected Payee Validation, on any payeeinformation Bank provides to Company.

9.2. Instructions Prior to Decision Deadline. If, prior to Company's Decision Deadline,Company instructs Bank to payor return an Exception Item, Bank will follow Company'sinstructions (subject to section 13). For each Exception Item, Company will use thesame communications channel to instruct Bank that Bank used to notify Company of theException Item. If Bank included the Exception Item on the Exception Report Bankmakes available to Company via the CEO portal, Company will use the CEO portal tocommunicate its instruction regarding the Exception Item to Bank. If Bank attempted tocontact Company by telephone. Company will telephone Bank to communicate itsinstruction.

9.3. No Instructions Prior to Decision Deadline. If Company does not instruct Bank priorto Company's Decision Deadline with respect to an Exception Item described insubsection 7.1, Bank will process the Check in accordance with Company's DefaultOption. If Bank is unable to obtain Company's instructions prior to the DecisionDeadline regarding an Exception Item described in subsection 7.2, Bank will return the

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Exception Item unpaid (regardless of Company's Default Option). If Bank is unable toobtain Company's instructions prior to the Decision Deadline regarding a HoldoverException Item described in subsection 7.3, Bank will process the Holdover ExceptionItem in accordance with Company's Default Option.

10. Teller Line Checks. A Check presented for encashment at Bank's teller line is a "teller lineCheck". A teller line Check that is not included in Company's Check Issue Data on file withBank at the time it is presented for encashment is a 'leller line Exception Item". Bank will takethose steps to review and cash or refuse to cash a teller line Exception Item as Bank in its solediscretion determines are commercially reasonable. Company may instruct Bank to exclude allteller line Checks from this process, in which event each teller line Check will be deemed to be aMatching Check, even if it is not included in Company's Check Issue Data on file wtth Bank atthe time it is presented for encashment.

11. Limitation of Liability and Indemnification. Bank will pay each Check Company hasauthorized Bank to pay in accordance wtth this Service Description (including each MatchingCheck) and each Check Company is deemed to have authorized Bank to pay (including eachCheck Bank pays in accordance wtth Company's Default Option) without performing any Checkverification procedure other than those procedures described in this Service Description. Bankwill have no Iiabiltty for paying a Matching Check or an Exception Item Company is deemed tohave approved if (a) there is an alteration in its serial number or amount; (b) it is counterfeit,bears a forged or unauthorized signature; or (c) it was otherwise not validly issued. Each Checkthat Bank pays in accordance with this Service Description will be deemed to be properlypayable, and each Check that Bank returns in accordance with this Service Description will bedeemed not to be properly payable. Wtthout limiting the indemnification provisions contained inthe other Service Documentation, Company (i) indemnifies and holds Bank harmless from anyand all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses(including reasonable fees and disbursements of legal counsel and accountants) that Bank maysuffer or incur as a result of Bank's payment or return of a Check at Company's instruction orotherwise in accordance with sections 9 or 10 of this Service Description, and (ii) releases andforever discharges Bank from all claims and damages, whether known or unknown, liquidated orunliquidated, contingent, direct or indirect, which Company has, or claims to have against Bankrelating to the payment or return of any Check in accordance wtth this Service Description.

12. Stop Payment; Cancel and Void Instructions; Stale-Dated Checks. Company will not usethe Service as a substitute for Bank's stop payment service. Company will follow Bank'sstandard stop payment procedures if it desires to stop payment on a Check that was validlyissued. Company will use (a) a cancel instruction only to delete an outstanding Check includedin its Check Issue Data and (b) a void instruction only to notify Bank that a Check included inCompany's Check Issue Data has been destroyed and will not be re-issued. If Company electsto use Bank's "stale-dated" feature, Bank will return each Matching Check that is stale-datedunless Company instructs Bank to pay the Check. A Check is "stale-dated" when it is aMatching Check with an issue date exceeding the number of months Company elects as itsstale date.

13. Bank's Right to Return Checks. Nothing in this Service Description will limit Bank's right toreturn any Check that Company has authorized Bank to pay in accordance with this ServiceDescription if Bank determines (a) the Check is not properly payable for any reason (withoutBank's agreeing to, or being required to, make such determination in any circumstance), or (b)there are insufficient collected and available funds in the Account to pay the Check. Asbetween Company and Bank, any determination by Bank not to pay a Check will not constitutewrongful dishonor of such Check.

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14. Survival. Sections 4,5,7,9,10,11 and 13 will survive termination of the Service.


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SMART DECISION@ SERVICE DESCRIPTION II1. Introduction. This Service Description and the other Service Documentation as defined in the

Master Agreement for Treasury Management Services between Wells Fargo Bank, N.A. ("Bank"),and the Company identified in the signature block of the Acceptance of Services ("Company")between Company and Bank govern Bank's Smart Decision Service ("Service").

2. Description of Service. ank will process for credij to each account at Bank that Company enrolls inthe Service ("Account") checks or other instruments payable to Company (each, an "Item") thatCompany delivers to Bank via the depository channels through which Bank offers the Service.These depository channels include (a) electronic channels through which Company transmijselectronic files of electronic images of Items (each, an "Electronic Image") and other information(collectively, the "Electronic File") and (b) other channels through which Bank accepts Items forprocessing. Bank will convert each eligible Electronic Image and each eligible Item to an automatedclearing house ("ACH") deM entry ( each, an "Entry") on the deposit account on which it was drawnor otherwise process the Electronic Image in accordance with the separate Service Documentationgoverning the electronic depository channel Company uses to deliver the Electronic Image to Bankor process the original Item in accordance with Bank's Commercial Account Agreement.

3. Rules Applicable to the Service. Bank will provide the Service to Company in accordance with

3.1. This Service Description;

3.2. the Service Documentation; and

3.3. the National Automated Clearinghouse Association Operating Rules, as supplemented byany applicable operating rules of any automated clearing house of which Bank is a memberand Federal Reserve Board Regulation E ("Regulation E") (together, the "ACH RUles"). IfBank processes an Item as an Entry, Bank is the originating depository financial institution("ODFI"), Company is the "Originator," and the person issuing the Paper Item is the"Receiver," as these terms are defined in the ACH Rules.

In the event of a conflict between this Service Description and the other Service Documentation, thisService Description will control.

4. Conditions to Provision of the Service. As conditions to Bank's provision of the Service,Company will at all times (a) subscribe to Bank's Commercial Electronic Office® ("CEO®") Service,(b) maintain each Account in good standing, and (c) comply wijh the Rules Applicable to the Service.

5. Preferences. A Preference is a criterion Bank uses to determine the means Bank will use toprocess an Item. Each Business Day, Bank will process Company's Electronic File and Items inaccordance with Company Preferences and Preferences from the issuer of an Item (each, an "IssuerPreference") that Bank has on file as of Bank's Cut-Off Time on the prior Business Day. If aCompany Preference or an Issuer Preference conflicts with a Bank Preference with respect to anElectronic Image or an Item, Bank will process the Electronic Image or Item in accordance with theBank Preference.

6. Payment Obligations; Provisional Credit, Settlement; Returned Debit Entries. When Bankprocesses an Electronic Image or an Item as an Entry, Bank will credit Company's Account for theEntry on the applicable settlement date. A credit to Company's Account for an Entry is provisionaluntil Bank receives final settlement for the Entry. If Bank does not receive final settlement for theEntry, Bank may debit Company's Account or any other accounts Company owns in whole or in part

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Page 10(3

at Bank or any affiliate of Bank for the amount of the Entry. When Bank process an ElectronicImage in accordance with the applicable Service Documentation, Bank will credit Company'sAccount for the Electronic Image and process any chargeback related to the Electronic Image inaccordance with that Service Documentation. When Bank processes the original Item in accordancewith Bank's Commercial Account Agreement, Bank will credit Company's Account for the Item andprocess any chargeback related to it in accordance w~h the Account Agreement. Company will payBank for any shortfall remaining after such debit or chargeback immediately upon demand.

7. Bank's Internal Risk Parameters. Bank establishes intemal risk parameters to identify out·of·pattern or suspect transactions and protect Company and Bank from potential losses. Theseparameters may include without limitation lim~s on Company's deb~ and credit settlements on asingle Business Day and/or over multiple consecutive Business Days. Bank reserves the right topend or delete an Entry or file exceeding the applicable parameters as Bank would if Bank hadreason to believe the Entry or file had not been dUly authorized or should not be honored forCompany's or Bank's protection.

8. Third·Party Sender Activities. If Company is a Third-Party Sender, as defined by the ACH Rules,this Section will apply to Company's use of Bank's Services.

8.1. Prior to originating any Entry on behalf of a customer of Company ("Customer"), Companywill (a) notify Bank in writing of any other financial institution Company is using to originatetransactions as a Third-Party Sender and thereafter notify Bank before Company adds anynew financial institution for this purpose; (b) provide Bank with the information Bank requiresto enable it to understand the nature of the business of that Customer including withoutlimitation the name, TIN, business activity and geographic location of that Customer; (c) ifspecifically required by Bank, obtain Bank's written approval to in~iate or continue to initiateEntries for that Customer, which approval Bank may rescind upon written notice toCompany; and (d) enter into a written agreement with that Customer in which that Customeragrees:

8.1.1. to assume the responsibilities of an originator under the ACH Rules and to be boundby the ACH Rules as in effect from time to time;

8.1.2. Entries may not be in~iated in violation of the laws or regulations of the United Statesincluding without limitation the regulations issued by the Office of Foreign AssetsControl;

8.1.3. to grant Bank ongoing access to audit it and any ACH file that it has transmitted toCompany for transmission to Bank; and

8.1.4. Bank may at any time refuse to process an Entry for that customer.

8.2. Company represents and warrants to Bank that Company (a) has conducted due diligencewith respect to each Customer for which Company is originating transactions through Bankand determined that each Customer is engaged in a legitimate business and that the type,size and frequency of transactions that each such Customer is originating is normal andexpected for the Customer's type of business; and (b) will, in accordance with reasonablecommercial standards, mon~or each Customer's business and transactions on an ongoingbasis and notify Bank immediately if Company identifies any unusual activity.

9. Company's Representations and Warranties. Company represents and warrants to Bank that:

9.1. Company will transmit to Bank only Electronic Images that are suitable for processing,including, but not limited to, Electronic Images that are legible and contain machine·readableMICRdata.

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9.2. Company will not deposit to the Account or otherwise negotiate any original Paper Item fromwhich Company has previously created and submitted to Bank an Electronic Image, unlessBank has notified Company that the Electronic Image is not legible or contains MICR datathat is not machine readable.

9.3. Company has received copies of the Rules Applicable to the Service including withoutlimitation the then-current ACH Rules and Reg E and will comply therewith at all times thatBank provides the Service.

10. Company's Agreement to Indemnify Bank. Without limiting the indemnification provisionscontained in the other Service Documentation, Company will indemnify, defend, and save harmlessBank, its parent company, and its affiliates and each of their respective directors, officers,employees, and agents (collectively in this Paragraph 10, "lndemnitees") from and against allliabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (includingreasonable fees and disbursements of legal counsel and accountants) awarded against or incurredor suffered (collectively, "Losses and Liabilities") by Indemnitees arising directly or indirectly from orrelated to the following (except for Losses and Liabilities arising directly or indirectly from or relatedto Bank's own gross negligence or intentional misconduct):

10.1. Any negligent or intentional act or omission by Company in the performance of its obligationsunder this Service Description inclUding without limitation failing to maintain control over andproperly dispose of original Items for which Company has transmitted an Electronic File toBank in which event Losses and Liabilities will include consequential damages;

10.2. Any material breach in a representation, warranty, covenant, or obligation of Companycontained in this Service Description;

10.3. The violation of any applicable law, statute, or regulation in the performance of Company'sobligations under this Service Description; and

10.4. A breach of any warranty Bank makes under the ACH Rules.

10.5. Bank presenting an Electronic Item to the paying bank for payment.

11. Survival. Paragraphs 6, 8 and 10 will survive termination of the Service.

© 2010 Wells Fargo Bank, N.A. All rights reserved

TM·2132 Smart Decision Service DescriptionRevised 0113112010

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LOS BanosMdu; Crossroads ofCalifornia

COMMUNITY AND ECONOMIC DEVELOPMENT DEPARTMENT

Date: April 15, 2016

Re: Notice of Public Hearing

Proposal: Vesting Tentative Tract Map #2015-01 & Final Development Plan #201501 - Southpointe at Regency Park

NOTICE IS HEREBY GIVEN THAT a Public Hearing will be held by the Los BanosPlanning Commission to consider Vesting Tentative Tract Map #2015-01 and FinalDevelopment Plan #2015-01 for Southpointe at Regency Park. The proposed projectconsists of the subdivision of 109 acres into 510 single-family residential lots, sitedesign and conceptual architecture to implement the Planned Development zoning,approximately 2.59 acres of open space, and a 10 acre detention basin. The project islocated east of Place Road, north of the Verona Estates, and west of Ward Road, morespecifically identified as Assessor's Parcel Numbers: 424-120-009 and 073-220-015.

A PUBLIC HEARING on this matter will be held at the next scheduled meeting of thePlanning Commission on Wednesday, April 27, 2016 at 7:00 p.m. in the CouncilChambers of Los Banos City Hall located at 520 "J" Street. Questions regarding theabove-referenced item may be directed to Stacy Souza Elms, Senior Planner at CityHall or at (209) 827-7000, Ext. 133.

All persons are invited to be present at the public hearing. Written and oral testimony isinvited. Notice is hereby further given that if you challenge the above described Projectin court, you may be limited to raising only those issues you or someone else raised atthe public hearing described in this Notice, or in written correspondence delivered to thePlanning Commission at, or prior to, the public hearing.

Additional information may be obtained from Community & Economic DevelopmentDepartment at 520 J Street, Los Banos, California. In compliance with the Americanswith Disabilities Act, if you need special assistance to participate in this meeting, pleasecontact the Office of the City Clerk at (209) 827-7000. Notification at least 72 hoursprior to the public hearing will enable the City to make reasonable arrangements toallow participation at this hearing

~~~ANOS

Stacy Souza ElmsSenior Planner

LOS BanosAt the Crossroads ~f California

COMMUNITY AND ECONOMIC DEVELOPMENT DEPARTMENT


Regarding: Notice of Public Hearing

Proposal: Mobile Vendor Permit #2016-01 - Paleteria Tapia

NOTICE IS HEREBY GIVEN THAT a Public Hearing will be held by the LosBanos Planning Commission to consider Mobile Vendor Permit #2016-01 toallow the operation of mobile push carts to vend on the public right-of-ay citywide. The applicant is Graciela Tapia, dba: Paleteria Tapia.

A PUBLIC HEARING on this matter will be held at the next scheduled meeting ofthe Planning Commission on Wednesday, April 27, 2016 at 7:00 p.m. in theCouncil Chambers of Los Banos City Hall located at 520 "J" Street. Questionsregarding the above-referenced item may be directed to Stacy Souza Elms,Senior Planner at City Hall or at (209) 827-7000, Ext. 133.

All persons are invited to be present at the public hearing. Written and oraltestimony is invited. Notice is hereby further given that if you challenge theabove described Project in court, you may be limited to raising only those issuesyou or someone else raised at the public hearing described in this Notice, or inwritten correspondence delivered to the Planning Commission at, or prior to, thepublic hearing.

Additional information may be obtained from the Community & EconomicDevelopment Department at 520 J Street, Los Banos, California. In compliancewith the Americans with Disabilities Act, if you need special assistance toparticipate in this meeting, please contact the Office of the City Clerk at (209)827-7000. Notification at least 72 hours prior to the public hearing will enable theCity to make reasonable arrangements to allow participation at this hearing

LOS Banosthe Crossroads ofCalifomia

COMMUNITY & ECONOMIC DEVELOPMENT DEPARTMENT


Regarding: Notice of Public Hearing

Proposal: Site Plan Review #20116-01 and Conditional Use Permit #2016-05Windecker Convenience Store and Fuel Station

NOTICE IS HEREBY GIVEN THAT a Public Hearing will be held by the Los BanosPlanning Commission to consider Site Plan Review #2016-01 and Conditional UsePermit #2016-05 for Windecker Inc. The project proposal is for the development of a4,728 square foot convenience store, 16 pump fuel station and self-serve automatic carwash on 1.20 acres. In addition, the applicant is requesting the use of a Type 20alcohol license for the off-sale of beer and wine. The project site is located within theHighway Commercial zoning district on the northwest corner of Ward Road andPacheco Blvd.; more specifically described as Assessor's Parcel Number: 428-160-016.

A PUBLIC HEARING on this matter will be held at the next scheduled meeting of thePlanning Commission on Wednesday, April 27, 2016 at 7:00 p.m. in the CouncilChambers of Los Banos City Hall located at 520 "J" Street. Questions regarding theabove-referenced item may be directed to Stacy Souza Elms, Senior Planner at CityHall or at (209) 827-7000, Ext. 133.

All persons are invited to be present at the public hearing. Written and oral testimony isinvited. Notice is hereby further given that if you challenge the above described Projectin court, you may be limited to raising only those issues you or someone else raised atthe public hearing described in this Notice, or in written correspondence delivered to thePlanning Commission at, or prior to, the public hearing.

Additional information may be obtained from the Community & Economic DevelopmentDepartment at 520 J Street, Los Banos, California. In compliance with the Americanswith Disabilities Act, if you need special assistance to participate in this meeting, pleasecontact the Office of the City Clerk at (209) 827-7000. Notification at least 72 hoursprior to the public hearing will enable the City to make reasonable arrangements toallow participation at this hearing

LOS Banos · 2016. 4. 14. · LOS Banos AGENDA CITY COUNCIL MEETING CITY HALL COUNCIL CHAMBERS 520...

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