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2018-02-13; City Council; ; Adoption of Banking Services Contract with Wells Fargo Bank
CA Review~ ~ CITY COUNCIL ~ Staff Report Meeting Date To: February 13, 2018 Mayor and Council Members Kevin Crawford, City Manager From: Staff Contact: Craig Lindholm, City Treasurer; Nancy Sullivan, Deputy City Treasurer Nancy.Sullivan@carlsbadca.gov or 760-602-2473 Subject Adoption of Banking Services Contract with Wells Fargo Bank Recommended Action Adopt a resolution approving a five-year contract for general banking services, merchant banking services and custody services with Wells Fargo Bank. Executive Summary The city currently receives banking services for general banking and merchant card services from Wells Fargo Bank and custody services for city investments from MUFG Union Bank. Both contracts with Wells Fargo Bank and MUFG Union Bank had terms of five years with an option to extend for an additional two years. Thereafter the contracts were extended on a month-to-month basis and allowed for termination for convenience at any time ·with a sixty- day written notice for Wells Fargo Bank and at any time by written notice for MUFG Union Bank. Discussion To prepare for the awarding of new contracts for banking, merchant card and custody services, the City Treasurer developed a process to solicit and identify institutions that would provide the best services at the lowest costs. This process involved the following: 1. Retaining the firm of PFM Asset Management LLC to assist in analyzing the proposals received. 2. Ascertaining whether any cost savings would accrue if the same institution provided all three services. All banks that were in a position to do so were invited to submit proposals for banking, merchant card and custody services. 3. Requests for proposals and Supplemental Information Request were sent to a total of ten banks. a. Three banks made proposals for all three services: Wells Fargo Bank, Bank of the West and MUFG Union Bank. b. Three banks made proposals only for the banking and merchant card services: Opus Ba'nk, J.P. Morgan Bank and Torrey Pines Bank. c. One bank made a proposal only for the custody services: Wilmington Trust. 4. An ad hoc committee was formed to review the analyses of PFM Asset Management LLC, interview the two finalists, and determine a recommendation regarding the best proposal for banking, merchant card and custody services. The committee consisted of the City Treasurer, the Assistant to the City Treasurer, a representative from PFM Asset February 13, 2018 Item #6 Page 1 of 232 Adoption of Banking Services Contract with Wells Fargo Bank Meeting Date: February 13, 2018 Page2 Management LLC, and one member from each of the following departments: Administration Services, Finance and Information Technology. Additional employees from the Finance and IT Departments were also invited to hear the final two chosen bank's presentations and give their opinions on the sections that affected their work areas. The ad hoc committee determined that the lowest cost and best services would be achieved with banking, merchant card and custody services from Wells Fargo Bank. Fiscal Analysis All transaction rates proposed by Wells Fargo Bank are guaranteed for the first three years of the five year term of the agreement. Based on the current type and volume of required services, it is anticipated that the total cost of general banking, merchant card and custody services will be reduced by $53,000 each year. Assuming that the number of transactions for each service will increase at an annual rate of 3%, the twelve-month cost for each area is projected as follows: Bank fees only Banking Service Custody Service Merchant Services* First Year $37,300 $11,600 $26,700 Second Year 38,400 11,950 27,500 Third Year 39,600 12,300 28,300 Fourth Year 40,800 12,670 29,200 Fifth Year 42,000 13,100 30,000 * Excludes merchant card interchange fees which are charged equally to all participating organizations. Next Steps The City Treasurer recommends that Wells Fargo Bank be offered a contract to provide banking, merchant card and custody services. The contract will commence on February 13, 2018 and be for a term of five years. The contract will allow for extensions with a thirty-day written request. Environmental Evaluation (CEQA) Pursuant to Public Resources Code section 21065, this action does not constitute a "project" within the meaning of CEQA in that it has no potential to cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and therefore does not require environmental review. February 13, 2018 Item #6 Page 2 of 232 Adoption of Banking Services Contract with Wells Fargo Bank Meeting Date: February 13, 2018 Page3 Public Notification This item was noticed in accordance with the Ralph M. Brown Act and was available for viewing at least 72 hours prior to the posting of the agenda. Exhibits 1. City Council Resolution approving a five-year contract for general banking services, merchant banking services and custody services with Wells Fargo Bank. February 13, 2018 Item #6 Page 3 of 232 RESOLUTION NO. 2018-019 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA APPROVING A FIVE-YEAR CONTRACT FOR GENERAL BANKING SERVICES, MERCHANT BANKING SERVICES AND CUSTODY SERVICES WITH WELLS FARGO BANK Exhibit 1 WHEREAS, in 2001, the City of Carlsbad's entered into a contract with Wells Fargo Bank for banking services; and WHEREAS, the term ofthe City of Carlsbad's contract with Wells Fargo Bank has expired; and WHEREAS, the City of Carlsbad has continued to bank with Wells Fargo Bank on a month-to-month hold over contract basis; and WHEREAS, in October 2016, the City of Carlsbad issued a request for proposal for general banking services, merchant card services and custody services; and WHEREAS, the City of Carlsbad solicited proposals from ten financial institutions; and WHEREAS, the City Treasurer received competitive proposals from three banking institutions that could provide general banking services, merchant card services and custody services to the City of Carlsbad; and WHEREAS, the proposals were first analyzed and reviewed by PFM Asset Management LLC, a financial consultant retained by the City of Carlsbad; and 1 February 13, 2018 Item #6 Page 4 of 232 Exhibit 1 WHEREAS, an ad hoc committee, consisting ofthe City Treasurer, the Assistant to the City Treasurer, a representative from PFM Asset Management LLC, one member each from the Administrative Services Department, Finance and Information Technology Departments of the City of Carlsbad, convened, reviewed PFM Asset Management's analysis and interviewed two of the three banks who submitted proposals; and WHEREAS, the ad hoc committee determined that the lowest cost and best services for banking, merchant card and custody services would be achieved through Wells Fargo Bank;and WHEREAS, Wells Fargo Bank has continually provided the City with excellent service. WHEREAS, the City of Carlsbad wishes to enter into a five-year agreement with Wells Fargo Bank. NOW, THEREFORE, BE IT RESOLVED by the City Council ofthe City of Carlsbad, California as follows: 1. That the above recitations are true and correct. 2. The City Council will offer a five-year contract to Wells Fargo Bank to provide banking services. 3. That the City Treasurer is hereby authorized to sign the attached Contract for Banking Services, Attachment A, as well as any other agreement necessary to secure the contract with Wells Fargo Bank. 4. The effective date of the contract with Wells Fargo Bank shall be February 13, 2018. 2 February 13, 2018 Item #6 Page 5 of 232 Exhibit 1 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 13th day of February, 2018, by the following vote, to wit: AYES: NOES: ABSENT: M. Hall, K. Blackburn, M. Schumacher, C. Schumacher, M. Packard. None. None. (SEAL) 3 February 13, 2018 Item #6 Page 6 of 232 ATTACHMENT A WELLS FARCrO BANK, N.A. CUSTODY AGREEMENT This Agreement, made and entered into as of Month Day, Year, by and between Wells Fargo Bank, N.A. ("Wells Fargo"), and Owner Name (the "Owner") as Owner(s) in regard to the custody of ce1iain assets oflhe Owner. Whereas Owner \Vishes to appoint a custodian to hold certain assets of the Owner pursuant to the direction of the Owner. Now, therefore, the parties hereto agree as follows: l. 2. Appointment and Acceptance. The Owner hereby appoints Wells Fargo, and Wells Fargo hereby accepts its appointment, as the custodian (the "Custodian") of certain assets of the Owner (the "Account"). The Account shall consist of those assets, which the Owner notifies Wells Fargo shall be included in the Account, together with the income, proceeds and profits thereon. Wells Fargo will act as the Custodian for the purposes, to the extent, and in the manner and within the limitations set forth in this Agreement. Services of Custodian. The Custodian shall: 2.1 2.2 Open and maintain a custody account in the name of the Owner and hold in such account all cash and securities initially deposited, plus any additional cash and securities that may be received from Owner or pursuant to the direction of the Ovvner from time to time for deposit to the Account. The Custodian shall not be responsible to collect or enforce collection of contributions to the Account. Act upon written direction from the Owner or from investment managers duly appointed in writing by the Owner. Settle securities transactions for the Account with brokers or others in accordance with the written direction of the Owner or duly appointed investment manager. 2.4 Be responsible for the collection of investment income relating to the assets in the Account and providing for the daily investment thereof in accordance with the written direction of the Owner. 2.5 Present for payment all maturing securities or any securities called for redemption and collect proceeds therefrom. 2.6 Deliver cash or securities as the Owner may direct in writing. 2. 7 Deliver proxy and other materials for securities held in the Account, including offers to tender or exchange such securities, to the Owner or otherwise as the Owner may direct in writing. 2.8 Send monthly lo the Owner an itemized statement showing the funds and securities held in the Account as of the last day of the month and all debits, credits and transactions in the Account since the elate of the lasl statement. Custody Agreement -Non-ERi SA January2017 Page I of 5 Wells Fargo Institutional Retirement and Trust February 13, 2018 Item #6 Page 7 of 188 February 13, 2018 Item #6 Page 7 of 232 3. 2.9 With respect to valuation of assets held in the Account (including securities issued by the Owner), (A) Obtain the fair market value of publicly traded assets where such assets have a readily ascertainable market value. (B) Rely on pricing direction received from the Owner to the extent any securities are or become thinly traded and/or a readily ascertainable market value is not available. (C) Rely on pricing direction received from the Owner or its authorized agent for any non-publicly traded assets. 2.10 From time to time, on the written direction of the Owner, to make disbursements out of the Custodial Account to such persons, in such manner, in such amounts, and for such purposes as may be specified in such written direction. The Custodian shall be under no liability for any disbursement made by it pursuant to such a direction. 2.11 As a matter of convenience, the Custodian may include on its reports the value of assets for which it does not maintain custody, including but not limited to investments in common or co1lective funds not administered by the Custodian, limited pai1nerships, and unregulated investment funds ("Special Investment"). The Custodian may account for a Special Investment by means of "mirror image" recordkeeping in order to include the Special Investment's value on a composite statement for the Account that includes all of the Account's other investments. The Owner directs the Custodian to repmt those assets solely as a recordkeeping item on the account statements. The Custodian is not responsible for the accuracy of the information provided by the asset's custodian or other source, and does not certify that any information provided by the custodian or other source is true or correct, notwithstanding any subsequent statement to the contrary regarding the Special Investment. The Owner agrees to indemnify and hold the Custodian harmless from any and all liability resulting from enors caused by inaccurate reporting, failure of the asset's custodian to provide accurate info1mation, and other e1Tors and omissions related to the information supplied to the Custodian by the asset's custodian or other reporting source. Powers of the Custodian. The Custodian is authorized and empowered to: 3 .1 Hold assets in the name of the nominee selected by the Custodian or such other nominee name as the Owner or investment manager may direct in writing. 3 .2 Utilize agents other than persons on its regular payroll and delegate to them such ministerial and other non-discretionary duties as it sees fit and to rely upon such information fumished by such agents. 3.3 Make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any other instruments that may be necessaiy or appropriate to carry out the custodianship duties and powers. 3 .4 Decline to accept any asset or prope1ty which it deems to be unsuitable or inconsistent with its custodial operations. 3.5 Invest money or assets of the Account in any registered investment company to which the Custodian or an affiliate of the Custodian provides services and receives compensation Custody Agreement-Non-ERlSA Janua1y 2017 Page 2 of5 Wells Fargo Institutional Retirement and Trust February 13, 2018 Item #6 Page 8 of 232 4. for providing such services as such investment may be directed by Owner or an of Owner. 3.6 Invest available cash in the Account, pending disbursement or investment, in a cash management vehicle as designated by the Owner or an agent of Owner. The Owner understands and agrees that cash management vehicles made available by the Custodian may include deposit accounts of the Custodian or an affiliate, and that such deposit vehicles are specifically authorized for use in the Account. Additional Rights and Duties of the Custodian. 4.1 Upon the reasonable prior written request of the Owner, the Custodian shall promptly permit the Owner, or its respective agents, employees or independent auditors, to examine, audit, excerpt, transcribe and copy, at the Owner's expense, during the Custodian's normal business hours, any books, documents, papers and records relating to the Account or the assets. 4.2 The duties and obligations of the Custodian shall only be such as are specifically set fo1ih in this Agreement, as it may from time to time be amended, and no implied duties or obligations shall be read into this Agreement against the Custodian. The Custodian shall not be liable except for its own gross negligence, willful misconduct or lack of good faith. 4.3 Ko provision of this Agreement shall require the Custodian to take any action which, in the Custodian's reasonable judgment, would result in any violation of this Agreement or any provision of law. 4.4 Anything in this Agreement to the contrary notwithstanding, in no event shall the Custodian be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Custodian has been advised of the possibility thereof and regardless of the form of action in which such damages ai-e sought. 4.5 The Owner hereby agrees that the Custodian shall have a continuing lien and security interest in any property then held by the Custodian for the benefit of the Owner to the extent of any overdraft (daylight or overnight) or indebtedness to the Custodian. 5. Indemnification. The Owner agrees to reimburse,'indemnify and hold the Custodian harmless from and against any and all liability, loss, claim, damage or expense, including taxes other governmental charges, and reasonable legal and attorneys' fees which may be imposed, assessed or incurred against the Account or against the Custodian incurred or made arising out of or in connection with the performance of the Custodian's obligations in accordance with the provisions of this Agreement. This indemnity does not extend to any liability, loss, claim, damage or expense arising from the gross negligence, willful misconduct, or malfeasance on the pa1i of the Custodian, its officers, agents or employees. The Ov,ner hereby acknowledges that the foregoing indemnities shall survive the resignation or discharge of the Custodian or the termination of this Agreement. 6. Fees. The Custodian shall be paid reasonable compensation and fees for its services under this Agreement as agreed from time to time in writing by the pa1iies pursuant to the terms of a Custody Agreement-Non-ERISA January 201 7 Page 3 of5 Wells Fargo Institutional Retirement and Trust February 13, 2018 Item #6 Page 9 of 232 separate fee agreement. Such compensation and fees may be paid from the Account if not paid by the Owner within thirty (30) days after the Custodian mails a written invoice to the Owner. 7. Amendment and Tennination. This Agreement may be amended at any time in writing in such manner as may be mutually agreed upon by the Custodian and Owner. It may be terminated at any time by either the Custodian or Owner upon thirty (30) days' written notice to the other or as otherwise agreed by the patties. As soon as administratively feasible following the effective date of such termination, the Custodian shaU deliver the assets of the Account to the successor custodian appointed by the Owne1· and shall have no fi.nther custodial responsibilities for the assets in the Account. Any fees remaining outstanding and balances owing to the Custodian may be withheld from the assets delivered to the Owner or to the successor custodian. In the event that the Owner fails to appoint a successor custodian within thhty (30) days following receipt of the Custodian's notice of termination, the Custodian may, in its sole discretion and at the expense of the Owner, petition any court of competent jurisdiction for the appointment of a successor custodian or for other appropriate relief, and any such resulting appointment shall be binding upon all the pruties. 8. Authorized Persons. The Owner shall furnish to the Custodian a written ce1tification of the names and specimen signatures of individuals authorized to communicate with the Custodian on behalf of the Account. Wells Fargo shall be entitled to rely on the oral direction as confirmed in writing or written direction of such persons, including Trustee(s), or any Investment Manager(s). Wells Fargo shall be fully protected in assuming that there has been no change until so advised by the Owner. 9. Notices. Notice to the Custodian shall be directed and mailed as follows: 10. Leslie Jennings-Chakeen Wells Fargo Bank, N.A. 1350 Fashion Valley Road, 3rd Floor MAC E2409-033 San Diego, CA 92108 Notice to Owner shall be directed and mailed as follows: Nancy Sullivan o F-. <J-ro.~j L~J kc?\ rt\ City of Carlsbad 1635 Faraday Ave. Carlsbad, CA 92008 Written Direction. If a provision of this agreement requires that a communication or document be provided to Wells Fargo in writing or written fmm, that requirement may also be satisfied by a facsimile transmission, electronic mail or other electronic transmission of text (including electronic records attached thereto), if Wells Fargo reasonably believes such communication or document has been signed, sent or presented (as applicable) by any person or entity authorized to act on behalf of the Owner or Trustee. If this agreement requires that a communication or document be signed, an electronic signature satisfies that requirement. Any electronic mail or other electronic transmission of text will be deemed signed by the sender if the sender's name or electronic address appears as part of, or is transmitted with, the electronic record. Wells Fargo will not incur any liability to anyone resulting from actions taken in good faith reliance on such communication or document. Nor shall Wells Fargo incur any liability in executing instructions Custody Agreement -Non-ERlSA January 20 l 7 Page 4 of 5 Wells Fargo Institutional Retirement and Trust February 13, 2018 Item #6 Page 10 of 232 from any person or entity authorized to act on behalf of the Owner or Trustee prior to receipt by it of notice of the revocation of the written authority of such person or entity. 11. Severability. If any provisions of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision, and this Agreement shall be construed and enforced as if such provisions had not been included. 12. Assignment. No assignment of this Agreement shall be made by either patty without written consent of the other. 13. Section Headings. The headings of sections in this Agreement are insetted for convenience and reference and shall not be deemed to be a patt of or used in the construction of this Agreement. 14. Governing Law. This Agreement and all transactions hereunder shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of California. 15. Successors and Assigns. This Agreement shall bind the successors and assigns of Owner and shall bind the successors and assigns of the Custodian. 16. Effective Date. This Agreement shall be effective on February 13, 2018. IN WITNESS WHEREOF, the patties have executed this Agreement as of the day and year first written above. Custody Agreement -Non-BRISA Janua1y 2017 Owner: City of Carlsbad By: ~t;, ~L Its: 1r£ flTer By: --------------Its: -------------- By'{._;-=-=~~~--f'l.·--=-- Its: -~1o,,1,;:~--i""-\-lc::~~-e~~ Page 5 of5 Wells Fargo Institutional Retirement and Trust February 13, 2018 Item #6 Page 11 of 232 Instttuttonal Rettrement and Trust AMENDMENT to the WELLS FARGO ACCOUNT AGREEMENT DoCUMENTA TION Effective as of the date provided herein, the attached agreements, disclosures and account setup documentation ("Account Documentation") designated herein replace any Account Documentation covering the same or similar services currently in effect or, lfno such Account Documentation is cWTCntly in effect. is added to the services that City of Carlsbad ("Owner") has selected Wells Fargo Bank. NA. ("Wells Fargo") to provide as Trustee/Custodian under the governing Trust/Custody Agreement, executed by Wells Fargo and the Owner for the City of Carlsbad Custody Account (" Account") I :l--L/-1 F February 13, 2018 Item #6 Page 12 of 232 Aeceptapce or Amended apd/or Additippat Aceoupt Documentation Owner Name ("Owner"): City of C1rt,bad Account Name ("Account"): City ofCarllbad Cgstody Aecpunt Wells Fargo Account Number(s): 26148000 and all related sub accounts The undersigned individuals represent that they are duly authorized to take action on behalf of City of Carlsbad and Wells Fargo, respectively. The parties certify that they are executing this Acceptance to signify receipt of, and agreement to the tenns and conditions specified in the Account Documentation listed below. as of the effective date specified on each document. ACCOUNT DOCUMENTATION Cm checked tr,,. upplr): (X] Fee Schedule Accepted: City of Carlsbad Name: Craig Lindholm (plea,e print) Title: Carlsbad City Treasurer (ple03e~rlnt) .// 2 · j_, • lvL Signature: (..~ fr ZI Date: 12/ 4/ 18 Account Agreement Acceptance• Non ERJSA October 2014 WeJi Fargo Bulh N.A. Page2 of2 Wells Fargo Institutional Retirement and Trust February 13, 2018 Item #6 Page 13 of 232 Acceptance of Amended and/or Additional Account Documentation Owner Name ("Owner"): City of Carlsbad Account Name ("Account"): City of Carlsbad Custody Account Wells Fargo Account Number(s): 26148000 and all related sub accounts The undersigned individuals represent that they are duly authorized to take action on behalf of City of Carlsbad and Wells Fargo, respectively. The parties certify that they are executing this Acceptance to signify receipt of, and agreement to the terms and conditions specified in the Account Documentation listed below, as of the effective date specified on each document. ACCOUNT DOCUMENTATION (only checked items apply): [X] Fee Schedule Accepted: City of Carlsbad Wells Fargo Bank, N.A. Name: _c_r_a_i_g_L_i_n_d_h_o_l_m ____ _ Name: ____________ _ (please print) (please print) Title: Carlsbad City Treasurer Title: -------------- ( p I ea s ~ pr~ • / I , (please print) a · 1,~ /i,L Signature: ~ fl' ~ Signature: ___________ _ Date: 12/4/18 -------------- Account Agreement Acceptance -Non ERISA October 2014 Date: -------------- Page 2 of2 Wells Fargo Institutional Retirement and Trust February 13, 2018 Item #6 Page 14 of 232 Fee Agreement Trust and Custody Fee Agreement Effective Date: December 1, 2018 Owner Name: City of Carlsbad Account Name: City of C,rlsbad Custody Account Wells Fargo Account Number(s): 26148000 and all related sub accounts BIiiing Frequency: Monthly Method of Payment: Invoice Client Plan Level Flat Fees Minimum Monthly Fee* $ 833.33 *The minimum fee wlll be allocated proportionally based on market value and wlll lndude all tees. Annual Account and Financial Reporting Fees (flat fee per account) Standard Accounting Reporting $ 1,000.00 (lnduded In the minimum monthly fee calculation) Annual Domestic Anet-Based Fees Asset Based Fee ( all assets excluding Wells Fargo Proprietary Funds/lBDA) (lnduded In the minimum monthly fee calculation) Owner Acknowledgement 0.100 bps Fees and expenses described In this Fee Agreement, together with any fees described In other agreements and/or disclosures, constitute amounts payable to Wells Fargo Bank, N.A. ("Wells Fargo") for services provided to the Owner on the Account. If any fees are being reduced, such fee shall be effective as of the effective date llsted above. However, if the effective date listed above is prior to the date upon which the Service Agreement Exhibit Acceptance page was executed, then said fee shall be effective the first day of the next billing period following such execution date. Wells Fargo shall be paid the fees as described above at the time such services are rendered. If such fees are not paid by the Account, such payment shall be made by the Owner. Wells Fargo may deduct fees due for services rendered directly from the Account assets with the approval of the owner, which approval shall not be unreasonably withheld. Fees for services rendered shall be payable upon presentation of Invoices by Wells Fargo and may be subject to late payment penalties. Past due fees may be deducted from the Account assets with the approval of the owner, which approval shall not be unreasonably withheld. Wells Fargo, In Its sole discretion, may suspend services during any period in which any unpaid amounts are 90 days overdue or may deduct such amounts from the Trust. Fee Schedule (Unbundled) September 2018 c.-.1 .. -21.2011 Page 1 of 2 Wells Fargo Institutional Retirement and Trust February 13, 2018 Item #6 Page 15 of 232 Owner understands that if Wells Fargo fees are based on the market value or the Account, those fees will be affected by asset pricing. When Wells Fargo is unable to price an asset using its usual pricing sources, Wells Fargo will rely on the owner to supply a price. If the owner Is unable to supply a price for the asset, Wells Fargo will continue to reflect the last known price (and fees will be based on that price) for the asset until the Owner provides an alternative price and fees wlll be based on that market value. No asset based domestic administration fee and no fund settlement transaction fees will be assessed for assets held in a Wells Fargo Proprietary Fund. There is no charge for the collection of interest income and dividends. In the event of any material change to the account structure and or activity levels, Wells Fargo retains the right to revise its fee schedule from time to time. However, the parties agree that it is agreed that this fee schedule shall remain in effect in its current form for the 5-year term or their contract. Wells Fargo shall provide 30 days written notice of any change in fees. Wells Fargo shall be entitled to charge additional fees for any additional services requested by the Owner or any revisions to reports, forms, and documents resulting from (i) Inaccurate or Incomplete information supplied by the Owner, (ii) untimely payments of contributions or reimbursement of fees and expenses, (111) retroactive amendment of the Trust, (Iv) failure of the Owner to timely notify Wells Fargo of any error in reports, forms and documents prepared by Wells Fargo. If the Owner requests a rerun of an allocation or report due to incorrect or untimely information being furnished, the Owner shall bear the extra costs attributable to such reallocations or new reports. Wells Fargo is entitled to prompt reimbursement of all extraordinary out-of-pocket expenses Incurred in the performance of its services on behalf of the Account including, but not limited to, fees for legal process, outside legal fees, and courier services. On Monthly basis, Wells Fargo will send an invoice to the Owner for fees and expenses due with respect to the Account. The Invoice will denote Account fees to be "bllled" that are payable by the Owner and/or Account fees to be "deducted" that have been deducted from Account assets held in the Trust. Such amounts, if billed, shall be due not later than 30 days following the billing date. Additional services not detailed In this Fee Agreement may be negotiated by and between Wells Fargo and the Owner at normal prevailing rates. If the Owner wishes to have the Account pay any fees or expenses, or wishes to be reimbursed by the Account for any fees or expenses prevlously paid by the Owner, the Owner shall be responsible for determining which fees and expenses may properly be paid or reimbursed by the Account and provide appropriate written direction certifying this to Wells Fargo. Fee Schedule (Unbundled) September 2018 r,_,...,Nc,,._m.2011 Page 2 of 2 Wells Fargo Instltutlonal Retirement and Trust February 13, 2018 Item #6 Page 16 of 232 Institutional Retirement and Trust AMENDMENT to the WELLS FARGO ACCOUNT AGREEMENT DoCUMENTATION ( r!, I / I ; • Effective as of the date provided herein, the attached agreements. disclosures and account setup documentation ("Account Documentation") designated herein replace any Account Documentation covering the same or similar services currently in effect or, if no such Account Documentation is currently in effect, is added to the services that City of Carlsbad (''Owner") has selected Wells Fargo Bank, N.A. ("Wells Fargo") to provide as Trustee/Custodian under the governing Trust/Custody Agreement. executed by Wells Fargo and the Owner for the City of Carlsbad Custody Account ('"Account") February 13, 2018 Item #6 Page 17 of 232 Acceptance of Amended and/or Additional Account Documentation Owner Name ("Owner"): City of Carlsbad Account Name (" Account"): City of Carlsbad Custody Account Wells Fargo Account Number(s): 26148000 and all related sub accounts The undersigned individuals represent that they are duly authorized to take action on behalf of City of Carlsbad and Wells Fargo. respectively. The parties certify that they are executing this Acceptance to signify receipt ot: and agreement to the terms and conditions specified in the Account Documentation listed below, as of the effective date specified on each document. ACCOUNT DOCUMENTATION (onlycheckeditemsapptrJ: [X] Fee Schedule Accepted: City of Carlsbad Wells Fargo Bank, N.A. Date:~ 'S ..-;;:,i,ol ~ Account Agreement Acceptance -Non ERISA . October 20 14 Page 2 of2 Wells Fargo Institutional Retirement and Trust February 13, 2018 Item #6 Page 18 of 232 ... WELLS .F'AHGO Institutional Retirement and Trust Trust and Custody Fee Agreement Effective Date: April l, 2018 Owner Name: City of Carlsbad Account Name: City of Carlsbad Custody Account Wells Fargo Account Number(s): 26148000 and all related sub accounts Method of Payment: Invoice Client TRUST AND CUSTODY PER ANNUM FEES Domestic Administration Asset Based Fee Accounting & Reporting Web-Based On-line Daily Access -TPR, TID Statement Accounting & Reporting DOMESTIC TRANSACTIONS SECURITY SETTLEMENTS & MONEY MOVEMENT Basis Points 0.10 PerAccmmt Included $ 1,000.00 Per Transaction Domestic Depository Settlements $ 7.00 (includes OTC, Fed/Repos!Reverse Repos, AOR. Free ReceivesiDelivers, Maturities) Mutual Fund Settlements Free Receives/Delivers -Physical Derivative Transactions Principal & Interest Payments a) Pooled Assets b) CMO/Mortgage Backed Securities c) Physically Held Assets Closely Held Assets (Buy/Sell/Receive/Deliver) Physical Assets (Buy/Sell) Outgoing Wires Money Transactions a) ACH. Checks Fee Schedule (Unbundled) November 20 I 6 $7.00 $ 35.00 $ 7.00 $ 2.00 $4.00 $ 35.00 $ 175.00 $ 175.00 $ 10.0Q Page I of3 Wells Fargo Institutional Retirement and Trust I February 13, 2018 Item #6 Page 19 of 232 ' ' Per Issue/Other Outside Held Assets -Standard (Holding Fee) Outside Held Assets -Complex (Holding Fee) Closely Held Assets (Holding Fee) Physical Assets (Holding Fee) MINIMUM MONTHLY FEE $ 300.00 $ 600.00 $ 125.00 $ 50.00 Allocated Proportionally Based on Market Value and Includes All Fees Owner Acknowledgement Fees and expenses described in this Fee Agreement, together with any fees described in other agreements and/or disclosures, constitute amounts payable to Wells Fargo Bank. N.A. ("Wells Fargo") for services provided to the Owner on the Account. Wells Fargo shall be paid the fees as described above at the time such services are rendered. If such fees are not paid by the Account, such payment shall be made by the Owner. Wells Fargo may deduct fees due for services rendered directly from the Account assets, with the approval of the Owner. which a proval shall not be unreasonably withheld. Fees for services rendered shall be payable upon presentation of invoices by Wells .Fargo and may be subject to late payment penalties. Past due fees may be deducted from the Account assets with the approval of the Owner, which approval shall not be unreasonably withheld. Wells Fargo, in its sole discretion, may suspend services during any period in which any unpaid amounts are 90 days overdue or may deduct such amounts from the Trust. Owner understands that if Wells Fargo fees are based on the market value of the Account, those fees will be affected by asset pricing. When Wells Fargo is unable to price an asset using its usual pricing sources. Wells Fargo will rely on the Owner to supply a price. If the Owner is unable to supply a price for the asset, Wells Fargo will continue to reflect the last known price for the asset until the Owner provides an alternative price and fees will be based on that market value. No Asset Based Domestic Administration fee nor fund settlement transaction fees will be assessed for assets held in a Wells Fargo Proprietary Fund or Wells Fargo Depository Account. There is no charge for the collection of interest income and dividends. The Owner has identified all assets held in the Account to Wells Fargo. Should there be any material change to the Account's structure or asset base. or should the Owner fail to transfer any assets scheduled for receipt to Wells Fargo within 60 days of the Effective Date of this Fee Agreement, Wells Fargo reserves the right to redefine fees and/or service conditions. Wells Fargo shall be entitled to charge additional fees for any additional services requested by the Owner or any revisions to reports, forms, and documents resulting from (i) inaccurate or incomplete infonnation supplied by the Owner, (ii) untimely payments of contributions or reimbursement of fees and expenses, (iii) retroactive amendment of the Trust, (iv) failure of the Owner to timely notif)' Wells Fargo of any error in reports. fonns and documents prepared by Wells Fargo. lfthe Owner requests a rerun of an allocation or report due to incorrect or untimely information being furnished, the Owner shall bear the extra costs attributable to such reallocations or new reports. Fee Schedule (Unbundled) November 2016 Page 2of3 Wells Fargo Institutional Retirement and Trust .., 13 February 13, 2018 Item #6 Page 20 of 232 Wells Fargo is entitled to prompt reimbursement of all extraordinary out-of-pocket expenses incurred in the perfonnance of its services on behalf of the Account including, but not limited to, fees for legal process, outside legal fees, and courier services. On a Monthly basis. Wells Fargo will send an invoice to the Owner for fees and expenses due with respect to the Account. The invoice will denote Account fees to be "billed" that are payable by the Owner and/or Account fees to be ''deducted" that have been deducted from Account assets held in the Trust. Such amounts, if billed, shall be due not later than 30 days following the billing date. Additional services not detailed in this Fee Agreement may be negotiated by and between Wells Fargo and the Owner at nonnal prevailing rates. Wells Fargo retains the right to revise its fee schedule from time to time. However. the parties agree that this fee schedule shall remain in effect in its current form for the 5- year term of their contract. If the Owner wishes to have the Account pay any fees or expenses. or wishes to be reimbursed by the Account for any fees or expenses previously paid by the Owner. the Owner shall be responsible for determining which fees and expenses may properly be paid or reimbursed by the Account and provide appropriate written direction certifying this to Wells Fargo. Fee Schedule (Unbundled) November 2016 Page 3 of 3 Wells Fargo Institutional Retirement and Trust February 13, 2018 Item #6 Page 21 of 232 Institutional Retirement and Trust D·o;·_ c( ;u· 1M, ···E•·N' iTA 'Tilf'O, Ni r ~ .. ~ .-• .i . r · · : '. i Ji. rt. .·. Jl .. I·. , , WELLS FARGO The attached agreements, disclosures and account setup documentation ("Account Documentation,,) contain information specific to the services that City of Cal'lsbad (''Owner") has selected Wells Fargo Bank, N.A. ("Wells Fargo") to provide as Trustee/Custodian under the governing Trust/Custody Agreement, executed by Wells Fargo and the Owner for the City of Carlsbad Custody Account ("Account") Wells Fargo has a history of standing behind its commitments and intends that the RFP responses provided to the City of Carlsbad will be the basis for the attached mutual contract. However, given the dynamic nature of the Request for Proposal p1•ocess, many of the questions and exhibits were explmatory in nature and did not adequately address the full scope of services delivered. The standard agreement which follows describes the full range of services we will provide to the City of Carlsbad. -ye zo-;f February 13, 2018 Item #6 Page 22 of 232 Acceptance Owner Name ("Owne1·"): City of Carlsbad Account Name ("Account"): City of Ctn-ls bad Custody Account Wells Fargo Account Number(s): 26148000 and all 1·eJated sub accounts The undersigned individuals represent that they are duly authorized to take action on behalf of City of Carlsbad and Wells Fargo, respectively. The parties ce1tify that they are executing this Acceptance to signify receipt of, and agreement to the terms and conditions specified in the Account Documentation listed below, as of the effective date specified on each document. ACCOUNT DOCUMENTATION (011/y checked Items applvJ: [X) Disclosure Statement [X] Fee Schedule [X] Sweep Investment Direction Accepted: City of Carlsbad Name:. Craig Lindholm (please print) Title: Carlsbad City Treasurer (please print) Signature: {~/(i ~,{/__ Date: t!J ijt-.& /2-~I .f City of Carlsbad (please print)_ Signature: ___________ _ Date: -------------- Account Agreement Acceptance -Non ERISA October 2014 Page2of 2 Wells Fargo Institutional Retirement and Trust February 13, 2018 Item #6 Page 23 of 232 Acceptance Owner Name ("Owner"): City of Carlsbad Account Name ("Account"): City of Carlsbad Custody Account Wells Fargo Account Number(s): 26148000 and all related sub accounts The undersigned individuals represent that they are duly authorized to take action on behalf of City of Carlsbad and Wells Fargo, respectively. The parties certify that they are executing this Acceptance to signify receipt of, and agreement to the tenns and conditions specified in the Account Documentation listed below, as of the effective date specified on each document. ACCOUNT DOCUMENTATION (onlv checked items applv): [X] Disclosure Statement [X] Fee Schedule [X] Sweep Investment Direction Accepted: City of Carlsbad Wells Fargo Bank, N.A. Name: Craig Lindholm Name: -------------(please print) (please print) Title: Carlsbad City Treasurer Title: {ple~se print) '-if_ Signature: L~ ~·· Date: lJ'tj1-~ µat .f City of Carlsbad Name: _____________ _ (please print) Title: ______________ _ (please print) Signature: ____________ _ Date: ______________ _ Account Agreement Acceptance -Non ERISA October 2014 --------------(please print) Signature: ___________ _ Date: -------------- Page 2 of 2 Wells Fargo Institutional Retirement and Trust February 13, 2018 Item #6 Page 24 of 232 DEFINITIONS AND DISCLOSURE STATEMENT Definitions "Asset Based Fees Paid by Fund" are fees that are paid by the fund company for mutual funds or the bank trust company for collective investment funds. These fees are taken out of the fund p1for to the calculation of the net asset value ("NA V") for the fund. For assets invested in mutual funds, these are a pa1t of those fees already paid by the shareholders of the applicable fund to the fund/affiliated party as disclosed in the pmspectus. The pmtion being disclosed by Wells Fargo a1·e only those fees received by Wells Fargo from the fund companies pru·ties for certain shareholder services performed by Wells Fargo. Changes to such fees will be disclosed on the trust statements. Any such fees are pait of the fund's expense ratio and do not result in an increased payment by the Trust. Ongoing asset based fees are stated as annual rates· and are calculated by the fund's manager pursuant to its established practice and pmcedure. Gertain funds may also pay one-time asset based fees to Wells Fargo which are calculated based on the value of funds invested by an individual who was not previously an investor in the fund and are calculated in accordance with the manager's procedures. Asset based fees may be paid by the fund family from one or more sources and under one m· more programs provided for in the prospectuses of the funds, such as sub-transfer agency fees, l2b-l fees, shat·eholder and administrative sel'Vices fees, and distribution related fees. Wells Fargo Mutual Funds A current prnspectus for any Wells Fargo Funds included in the Account is available at www.wellsfargofunds.com or by calling Wells Fargo Funds Investor Services at l-800-222-8222. The prospectus contains important information about fees payable to Wells Fargo Bank or its affiliates. The Funds fees and expenses are stated in the Organization and Management of the Funds and Sttmma1y of Expenses sections of the Prospectus and in theMANAGEMENTsection of the Statement of Additional Information. Alternative Notification of Secm·ities Transactions under 11 CFR §12.5 Whenever you, as Owner initiate trades, and Wells Fargo Bank, N. A. ("Wells Fargo") places Definitions and Disclosure Statement-Unbundled NonERJSA October2016 those trndes in your Account at Wells Fa1·go. federal regulations (12 CFR § 12.4) require that Wells Fargo inform you of your right to receive a separate notification containing details of those security transactions, Wells Fargo can comply by forwarding you, at no charge, copies of each trade confirmation or, in the absence thereof, written notification of the details that would have been contained therein. Alternatively, you may determine that in lieu of receiving separate trade confirmations, the periodic Account statements provided to you by Wells Fa1·go are adequate to inform you of the Account trade activity. This alternative reporting is allowed pursuant to 12 CFR § 12.5. By signing the Acceptance Page, you agree that the periodic statements prnvided by Wells Fargo are adequate notification and that you do not wish to receive separate b·ade confirmations. If you wish to receive sepa!'ate trade confirmations, please pmvide your request in w1·iting to Wells Fargo. Shareholder Communications Act Disclosure The Securities and Exchange Commission adopted the Beneficial Owner Information Disclosure Rule #14b-2 (Rule) in 1986 as part of its effort to improve communications between publicly held companies and beneficial owners of the securities registered in the name of certain nominees. Under these rules, Wells Fargo Bank, N.A. (Wells Fargo) is required to contact each customer for whom we hold securities and determine whether you authorize us to provide your name, add1·ess and share position to the issuer of the securities you own. For your p1·otection, the mies prohibit the requesting company from using your name and address for any pUl'pose othel' than co1·porate communications. Please complete the authorization below by checking one of the alternatives. LJ Wells Fargo is authorized to release my name, address and share position {Consents to disclosure). t£' Wells Fargo is NOT authorized to release my name, address and share position (Objects to disclosure). Note: Under the Rule, Wells Fargo is required to treat a non-response as a "Consents to disclosure', 1·esponse. Page I of2 Institutional Retirement and Trust February 13, 2018 Item #6 Page 25 of 232 Regulation R Limitations (Non-ERISA Custody accounls only) Regulation R restricts Wells Fargo from executing certain customer initiated trades in non-employee benefit plan custody accounts ("Restricted Trades). Regulation R includes a list of exemptions that allow a bank to conduct specified security transactions without being registered as a broker/dealer. Transactions that fall outside of the exemptions must be performed by a registered broker/deale1-. Welts Fargo is permitted to execute Restricted Trades involving Exempt Investments. "Exempt Investments» are defined as any trades involving registered mutual funds and government issued secul'ities. Wells Fargo is permitted to execute Restricted Trades not involving Exempt Investments on an accommodation basis. With respect to the custody accounts it services, Wells Fal'go, defines accommodation trading as follows: l ). Trades that involve Investing cash deposits/income • Purchase -invest a cash deposit (new business initial funding activity) • Purchase -invest additional cash deposits in an existing account 2). Tl'ades that involve 1·aising cash for obligations • Sale -to raise cash for expenses (e.g., to pay a debt obligation, to cover an overdraft) • Sale -to raise cash for account transition to another custodian 3). Trades that involve chat'itable gifts • Sale -to liquidate asset gifts 1·eceived in-kind from donors • Buy -to invest cash gifts received directly :from donors (similar to #I above) 4). Trades that involve special account circumstances • Trades to rebalance a portfolio on a periodic basis based on an established allocation • Purchase -to invest funds from a pledged asset maturity in a statutory account • Sale -to liquidate assets after an external investment manager has been terminated Customers will be notified by their Relationship Manager when the trading practices of a non- employee benefit plan custody accounts fall outside of the exemptions under Regulation R. Definitions and Disclosure Statement -Unbundled NonERISA Octobe1· 2016 Page 2 of2 Institutional Retirement and Trust February 13, 2018 Item #6 Page 26 of 232 WELLS FARGO Institutional Retirement and Trust Trust and Custody Fee Agreement Effective Date: February 13. 2018 Owner Name: City of Carlsbad Account Name: City of Carlsbad Custody Account Wells Fai·go Account Numbel'(s): 26148000 and all t'elated sub accounts Method of Payment: Invoice Client TRUST AND CUSTODY PER ANNUM FEES Domestic Administration Asset Based Fee Accounting & Repo1·th1g Web-Based On-line Daily Access -TPR. TID Statement Accounting & Reporting DOMESTIC TRANSACTIONS SECURITY SETTLEMENTS & MONEY MOVEMENT Basis Points 0.10 Per Account Included $1,000.00 Per Transqp(/011 Domestic Depository Settlements $ 7.00 (includes DTC, Fed/Repos!Reverse Repos, ADR, Free Receives/Delivers, Maturities) Mutual Fund Settlements Free Receives/Delivers -Physical Derivative Transactions Pl'incipal & Interest Payments a) Pooled Assets b) CMO/Mmtgage Backed Securities c) Physically Held Assets Closely Held Assets (Buy/Sell/Receive/Deliver) Physical Assets (Buy/Sell) Outgoing Wires Money Transactions a) ACH, Checks Fee Schedule (Unbundled) November 2016 $7.00 $ 35.00 $ 7.00 $2.00 $ 4.00 $ 35.00 $ 175.00 $ 175.00 $ 10.00 Page l of3 Wells Fal'go Institutional Retirement and Trust February 13, 2018 Item #6 Page 27 of 232 Per Issue/Othe1· Outside Held Assets -Standard (Holding Fee) Outside Held Assets -Complex (Holding Fee) Closely Held Assets (Holding Fee) Physical Assets (Holding Fee) $ 300.00 $ 600.00 $ 125.00 $ 50.00 MINIMUM QUARTERLY FEE $ 2,500.00 Allocated By Account Market Value Minimum Fee Calculation Includes Market Value Fees Plus All Transactions Owner Acknowledgement Fees and expenses described in this Fee Agreement, together with any fees described in other agreements and/or disclosures, constitute amounts payable to Wells Fargo Bank, N.A. ("Wells Fargo11) for services provided to the Owner on the Account. Wells Fargo shall be paid the fees as described above at the time such services are rendered. If such fees are not paid by the Account, such payment shall be made by the Owner. Wells Fargo may deduct fees due for services rendered directly from the Account assets, with the approval of the Owner, which approval shall not be umeasonably withheld. Fees for services rendered shall be payable upon presentation of invoices by Wells Fargo and may be subject to late payment penalties. Past due fees may be deducted from the Account assets with the approval of the Owner, which approval shall not be unreasonably withheld. Wells Fargo, in its sole discretion, may suspend services during any period in which any unpaid amounts are 90 days overdue or may deduct such amounts from the Trust. Owner understands that if Wells Fargo fees are based on the market value of the Account, those fees will be affected by asset pricing. When Wells Fargo is unable to price an asset using its usual pricing som·ces, Wells Fargo will rely on the Owner to supply a pi-ice. If the Owner is unable to supply a price for the asset, Wells Fargo will continue to reflect the last known price for the asset until the Owner provides an alternative price and fees will be based on that market value. No Asset Based Domestic Administration fee nor fund settlement transaction fees will be assessed for assets held in a Wells Fargo Proprietat·y Fund 01· Wells Fargo Depository Account. There is no charge for the collection of interest income and dividends. The Owner has identified all assets held in the Account to Wells Fargo. Should there be any material change to the Account's strncture or asset base, or should the Owne1· fail to transfer any assets scheduled for receipt to Wells Fargo within 60 days of the Effective Date of this Fee Agreement. Wells Fargo reserves the right to redefine fees and/or service conditions. Wells Fargo shall be entitled to charge additional fees for any additional services requested by the Owner or any revisions to repot·ts, forms, and documents resulting from (i) inaccurate or incomplete information supplied by the Ownet\ (ii) untimely payments of contributions or reimbursement of fees and expenses, {iii) retroactive amendment of the Trust, (iv) failure of the Owner to timely notify Wells Fat·go of any error in reports, forms and documents prepa1·ed by Wells Fargo. If the Owner requests a rerun of an allocation m· repo11 due to incorrect or untimely information being furnished, the Owner shall bear the eKtra costs attributable to such reallocations or new reports. Fee Schedule (Unbundled) November 2016 Page 2 of3 Wells Fargo Institutional Retirement and Trust February 13, 2018 Item #6 Page 28 of 232 Wells Fargo is entitled to prompt reimbursement of all extrnordinary out-of-pocket expenses incurred in the performance of its services on behalf of the Account including, but not limited to, fees for legal pmcess, outside legal fees, and courier services. On a Quarterly basis, Wells Fargo will send an invoice to the Ownet· for fees and expenses due with 1·espect to the Account. The invoice will denote Account fees to be t1billed 11 that are payable by the Owne1· and/or Account fees to be "deducted" that have been deducted from Account assets held in the Tmst. Such amounts, if billed, shall be due not later than 30 days following the billing date. Additional services not detailed in this Fee Agreement may be negotiated by and between Wells Fargo and the Owner at normal prevailing rates. Wells Fargo retains the right to revise its fee schedule from time to time. However, the parties agree that this fee schedule shall remain iri effect in its current form for the 5~ yea1· term of their contract. If the Owner wishes to have the Account pay any fees or expenses, or wishes to be reimbursed by the Account for any fees or expenses previously paid by the Owner, the Owner shall be responsible for determining which fees and expenses may propel'ly be paid or reimbursed by the Account and provide appropriate written direction certifying this to Wells Fa1·go. Fee Schedule (Unbundled) November 2016 Page 3 of3 Wells Fargo Institutional Retirement and Trust February 13, 2018 Item #6 Page 29 of 232 Sweep Investment Direction for Cash Balances (Bank Deposit Vehicles) Effective Date: Februa.-y 13, 2018 Owner Name: City of Cnt·lsbad Account Name: City of Carlsbad Custody Account Wells Fargo Account Number(s): 26148000 and all related sub accounts The Owner directs Wells Fargo Bank, N.A. ("WeJJs Fargo") to invest any uninvested cash held in the Account in the following Wells Fargo taxable deposit vehicle as a sweep investment: Sweep Vehicle Name Public Institutional Bank Deposit Account SweepCUSIP 992995944 ~ WFBPIBDA The Owner has l'eceived and read the Public Institutional Bank Deposit Account Fund Fact Sheet attached hereto which describes the deposit vehicle. · This direction may be changed or revoked at any time pursuant to a superseding written direction to Wells Fargo duly executed by an authorized representative of the Owner. Until such time, this direction will continue in full force and effect. Sweep Investment Direction for Cash Balances (PIBDA) April 2014 Page I of l Wells Fargo Institutional Retirement and Trust February 13, 2018 Item #6 Page 30 of 232 Service Agreement • Trust Portfolio Reporting Service City of Ca1•lsbad ("Customer") wishes to use the Trust Portfolio Repo1ting Service (the "Service") through the Commercial Electronic Office® (the "CEO®") provided by Wells Fargo Bank, N.A. ("Wells Fargo") on the Wells Fargo website. The specific terms and conditions applicable to use of the Service are set forth in this Agreement. All persons entering the CEO on behalf of Customer (the 11Users") are required to also accept the terms of use for the Service and the CEO. 1. Using the Service. Customer agrees to use the Sel'vice and the CEO only as provided in (a) this Agreement, including any applicable addenda, (b) the rules and procedures made applicable to the CEO from time to time by Wells Fargo, (c) any communications, instructions. Terms or conditions appearing at the CEO website itself, and (d) any state or federal laws or regulations applicable to the CEO. 2. TJ.•ust Po1'1:folio Reporting Se1'Vice Description, Gene1•al Repol'ting. If Customer elects the General Reporting feature of the Service, it may access thl'ough the Internet its Trust cash, asset, and transaction information as follows: (a) Trust account information as of the close of the previous busines_s day. (b) Settlement date cash and asset position information for the prior eighteen months. (Customer's information begins to accumulate from the date offit•st use of the Service.) (c) Transaction history for up to eighteen prior months. (Customer's history begins to accumulate from the date of first use of the Service.) (d) Pending h·ansaction information as of the current business day for up to 45 subsequent calendar days. (e) Customer information may be so1ted and selected in several combinations to view online, print, or export in a variety of output formats. Vel'ified Reporting. If Customer elects the Verified Reporting feature of the Service, it may access through the Internet Customer's financial and/or investment performance/and or portfolio analytics information for certain designated trust accounts as follows: (a) Account information as of the close of the previous accounting period as determined by pre-selected accounting cycle. (b) Historic cash and asset positions and transaction data for prior accounting periods beginning with the date an account is established on this platform. (c) Cash and asset positions and transactioninfo1mation as of trade date. ( d) For any foreign assets, cash and asset positions and transaction histo1y information in both base and local currency. (e) Customer information may be so1ted and selected in several combinations to view online, print, or export in a variety of output formats © 2014 Wells Fargo Bank N.A. All rights reserved, Jnfo1·matlon contained-herein is confidential. 10~14 February 13, 2018 Item #6 Page 31 of 232 Cash Movement. If Customer is qualified, it may elect the Cash Movement feature of the Service described more fully in the Cash Movement Addendum (the "Cash Movement Addendum"). Trade Entry. If Customer is qualified, it may elect the Trade Entiyfeature of the Service described mo1·e fully in the Trade Entry Addendum (the "Trade Entry Addendum"). 3. Access. Access to the Service for all purposes is conb·olled by means of one or more authorization codes that Wells Fargo shall issue to Customer. (a) In the event Customer elects General Repo1ting or Verified Reporting or both, Customer will be provided with a specific autholization code. (b) In the event Customer elects Cash Movement, Customer will be furnished with a specific authorization code and will be required to comply with an additional level of authodzation to invoke strong security authentication. (c) In the event Customer elects Trade Ent1y, Customer will be furnished with a specific authorization code and will be required to comply with an additional level ofauthorization. (d) Customer is responsible for controlling the security and confidentiality of the authorization codes provided to its employees and shall promptly notify Wells Fargo if it becomes aware of the unauthorized use of the authorization code(s) or suspects that an unauthorized use may occur. 4. Fees. Customer agrees to pay Wells Fargo for the Service in accordance with the schedule of charges attached hereto. Wells Fargo may change the schedule of charges at any time upon thirty (30) days' prior wdtten notice to Customer. 5. Sublicense. (a) Wells Fargo has separately licensed from third parties (the "Licensors") various securities p1icing and characteristic databases (refe1Ted to as the "Securities Pricing and Characteristic Databases") for its use in delivering the Service. We1ls Fargo grants to Customer a nonexclusive, nontransferable sublicense to access the Secuiities Pricing and Characteristic Databases solely and exclusively for Customer's own use and only in connection with its use of the Service. Customer agrees that the security pricing information contained in the Securities Pricing and Characteristic Databases is provided solely for Customer's use in connection with the Service and is not provided for any other use or manipulation by Customer, including the sale of such security pricing information to third parties. The Secmities Pricing and Characteiistic Databases shall at all times be the property of the Licensors and nothing in this Service Agreement shall be deemed a transfer of or create an ownership interest in the Securities Pricing and Characte1istic Databases. (b) Wells Fargo will have the right to terminate this sublicense if Customer: (i) ceases to be a customer for the Se1vice; (ii) attempts to further sublicense or transfer the rights granted in this Service Agreement or the Cash Movement Addendum; (iii) assigns, or attempts to assign, this Service Agreement or any of its tights hereunder (the word "assign" to include, witl1out limiting the generality thereof, a transfer of a majority interest in Customer); (iv) neglects or fails to perform or observe any of its existing or future obligations to Wells Fargo, whether under this Service Agreement, the Cash Movement Addendum, the Trade Entry Addendum or otherwise; (v) makes an assignment for the benefit of creditors, or a receiver, trustee in bankmptcy or similar officer is appointed to take charge of all or part of its property; or ( vi) is adjudged bankrupt, and such condition(s) is not remedied within ten (10) days after written notice thereof has been given to Customer, 2 February 13, 2018 Item #6 Page 32 of 232 ( c) Upon termination of this sublicense or of any license granted fol' the use of the Securities Pdcing and Characteristic Databases, all rights of Customer to use the Securities Pricing and Characteristic Databases and related documentation under this Service Ag1·eement will cease. Customer shall promptly discontinue its use of the Service and its access to the Securities Pricing and Characteristic Databases and any other software products provided under this Service Agreement and shall retum the related documentation and software products and all copies thereof to Wells Fargo. 6. Reliance on Thil-d Parties. Wells Fargo relies on information provided by third parties to establish market valuations and peiform the po1tfo1io analytics for Customet·. Wells Fargo exercises reasonable care in selecting the third parties and believes the information provided (e.g., pricing and market indices) is accurate and reliable. Wells Fargo does not guarantee that accuracy, however, and is liable to Customer hereunder only to the extent of its own negligence or wiUful misconduct in delivering the Service. 7. Entire Agl'eement. This Agreement and any related addendum expressly executed by Customer ( collectively, the "Ag1·eement") shall constitute the sole agreement among Customer and Wells Fargo regarding use of the Service. Any prior agreements, representations, statements; negotiations, unde1taldngs, promises or conditions, whether oral or written, with respect to the Service which conflict with the provisions in this Agreement are superseded by this Agreement. 8. Waive1•s. Wells Fargo shall not be deemed to have waived any of its rights or powers under this Agreement unless such waiver is in W1iting and signed by an authorized representative of Wells Fargo. No delay, extension of time, compromise, or other indulgence which may occur or be granted from time to time by Wells Fargo shall impair the rights or powers of Wells Fargo under this Agreement. · 9. Amendments. Wells Fargo may amend this Agreement at any time upon pl'ior written notice to Customer. Customer will be deemed to have accepted an amendment of this Agreement if any of its Usei-s use the Service through the CEO more than 30 calendar days after Customer receives notice of such amendment. 10. Assignment. Customer's rights, duties and obligations under this Agreement may not be assigned by Customer without the prior written consent of Wells Fargo. Nor may Wells Fargo assign its rights, duties and obligations hereunder without Customer's prior written consent. · 11. Te1•mination. Either party may terminate this Agreement for any reason upon 30 days' prior written notice to the other. 12. Govel'ning Law. Customer's rights and obligations and the rights and obligations of Wells Fargo under this Agreement will be govemed by and be subject to the laws of the State of California. 13. Sevel'ability. If any provision of either this Agreement, the Cash Movement addendum, or the Trade Entry Addendum (if selected by Customer) shall be invalid, illegal or unenforceable in any jutisdiction, the validity, legality and enforceability of such provision in other jmisdictions, and of the remaining provisions of this Agreement in all jurisdictions, shall not in any way be affected or impaired. 3 February 13, 2018 Item #6 Page 33 of 232 Customer acknowledges and agrees to the terms of this Service Agreement for the Trust Portfolio Reporting Service. This Agreement is effective upon acknowledgement by Customer by its duly authorized officer or officers on the date stated below. Acknowledged and Accepted By: Customer / / By,{~~ Name: Craig Lindholm Title: Carlsbad City Treasurer Date: _O_'J'-4-:/2_z_o-----'--/_z._o_/_J ___ _ [X] Customer elects the General Reporting feature of the Service. L] Customer elects the Verified Reporting feature of the Service. [' ] Customer elects the Cash Movement feature of the Service. Must execute TRUST PORTFOLIO REPORTING CASH MOVEMENT ADDENDUM. L] Customer elects the Trade Entry feature of the Service. Must execute TRUST PORTFOIJO REPORTING TRADE ENTRY ADDENDUM. 4 February 13, 2018 Item #6 Page 34 of 232 Trust Portfolio Reporting Fees Pursuant to section 4 of the Service Agreement for Trust Portfolio Reporting, Customer agrees to pay Wells Fargo the following fees: Company: City of Cat•lsbad Fee Amount Set~up Fee: $Waived Basic Service Fee: $Waived As set forth in section 4 of the Service Agreement, Wells Fargo may change this schedule of charges at any time upon 30 (thirty) days prior written notice to Customer. However, the parties agree that this fee schedule shall remain in effect in its current form for the s~year term of their contract. 5 February 13, 2018 Item #6 Page 35 of 232 Institutional Retirement and Trust WELLS FARGO ACCOUNT AGREEMENT DOCUMENTATION The attached agreements, disclosures and account setup documentation ("Account Documentation") contain information specific to the services that City of Carlsbad ("Owner") has selected Wells Fargo Bank, N.A. ("Wells Fargo") to provide as Trustee/Custodian under the governing Trust/Custody Agreement, executed by Wells Fargo and the Owner for the City of Carlsbad Custody Account ("Account") February 13, 2018 Item #6 Page 36 of 232 Acceptance Owner Name ("Owner"): City of Carlsbad Account Name ("Account"): City of Carlsbad Custody Account Wells Fargo Account Number(s): 26148000 and all related sub accounts The undersigned individuals represent that they are duly authorized to take action on behalf of City of Carlsbad and Wells Fargo, respectively. The pa11ies certify that they are executing this Acceptance to signify receipt of, and agreement to the terms and conditions specified in the Account Documentation listed below, as of the effective date specified on each document. ACCOUNT DOCUMENTATION (011/v cl,ecked items applv): [X] Disclosure Statement [X] Fee Schedule [X] Sweep Investment Direction Accepted: City of Carlsbad Date: -------------- City of Carlsbad Name: _____________ _ (please print) Title: _____________ _ (please print) Signature: ____________ _ Date: --------------- Account Agreement Acceptance -Non ERfSA Wells Fargo Bank, N.A. Name: ~":)LIS~\.'.)\~ -~u (please print) Title: \[ ~ ~ ~t j (please print) Signa~~~-~ Date: ~UO)..~ ~"~4 d()L8 Page 2 of 2 February 13, 2018 Item #6 Page 37 of 232 DEFINITIONS AND DISCLOSURE STATEMENT Definitions "Asset Based Fees Paid by Fund" are fees that are paid by the fund company for mutual funds or the bank trust company for collective investment funds. These fees are taken out of the fund prior to the calculation of the net asset value ("NAV") for the fund. For assets invested in mutual funds, these are a part of those fees already paid by the shareholders of the applicable fund to the fund/affiliated party as disclosed in the prospectus. The portion being disclosed by Wells Fargo are only those fees received by Wells Fargo from the fund companies parties for cc1tain shareholder services performed by Wells Fargo. Changes to such fees will be disclosed on the trust statements. Any such fees are pa1t of the fund's expense ratio and do not result in an increased payment by the Trust Ongoing asset based fees are stated as annual rates and are calculated by the fund's manager pursuant to its established practice and procedure. Certain funds may also pay one-time asset based fees to Wells Fargo which are calculated based on the value of funds invested by an individual who was not previously an investor in the fund and are calculated in accordance with the manager's procedures. Asset based fees may be paid by the fund family from one or more sources and under one or more programs provided for in the prospectuses of the funds, such as sub-transfer agency fees, l 2b-l fees, shareholder and administrative services fees, and distribution related fees. Wells Fargo Mutual :Funds A CUITent prospectus for any Wells Fargo Funds included in the Account is available at www.wellsfargofunds.com or by calling Wells Fargo Funds Investor Services at l-800-222-8222. The prospectus contains important information about fees payable to Wells Fargo Bank or its affiliates. The Funds fees and expenses are stated in the Organization and Management of the Funds and Summary of Expenses sections of the Prospectus and in the MANAGEMENT section of the Statement of Additional Information. Alternative Notification of Securities Transactions under 12 CFR §12.5 Whenever you, as Owner initiate trades, and Wells Fargo Bank, N. A ("Wells Fargo") places Definitions and Disclosure Statement-Unbundled NonERISA October 2016 those trades in your Account at Wells Fargo, federal regulations (12 CFR §12.4) require that Wells Fargo infonn you of your right to receive a separate notification containing details of those security transactions. Wells Fargo can comply by forwarding you, at no charge, copies of each trade confirmation or, in the absence thereof, written notification of the details that would have been contained therein. Alternatively, you may determine that in lieu of receiving separate trade confirmations, the periodic Account statements provided to you by Wells Fargo are adequate to inform you of the Account trade activity. This alternative reporting is allowed pursuant to 12 CFR § 12.5. By signing the Acceptance Page, you agree that the periodic statements provided by Wells Fargo are adequate notification and that you do not wish to receive separate trade confinnations. If you wish to receive separate trade confirmations, please provide your request in writing to Wells Fargo. Shareholder Communications Act Disclosure The Securities and Exchange Commission adopted the Beneficial Owner Info11nation Disclosure Rule # l 4b-2 (Rule) in 1986 as part of its effort to improve communications between publicly held companies and beneficial owners of the securities registered in the name of ce11ain nominees. Under these rules, Wells Fargo Bank, N.A. (Wells Fargo) is required to contact each customer for whom we hold securities and determine whether you authorize us to provide your name, address and share position to the issuer of the securities you own. For your protection, the rules prohibit the requesting company from using your name and address for any purpose other than corporate communications. Please complete the authorization below by checking one of the alternatives. LJ Wells Fargo is authorized to release my name, address and share position (Consents to disclosure). [_] Wells Fargo is NOT authorized to release my name, address and share position (Objects to disclosure). Note: Under the Rule, Wells Fargo is required to treat a non-response as a "Consents to disclosure" response. Page I of2 Institutional Retirement and Trust February 13, 2018 Item #6 Page 38 of 232 Regulation R Limitations (Non-ERISA Custody accounts only) Regulation R restricts Wells Fargo from executing certain customer initiated trades in non-employee benefit plan custody accounts ("Restricted Trades). Regulation R includes a list of exemptions that allow a bank to conduct specified security transactions without being registered as a broker/dealer. Transactions that fall outside of the exemptions must be perfonned by a registered broker/dealer. Wells Fargo is permitted to execute Restricted Trades involving Exempt Investments. "Exempt Investments" are defined as any trades involving registered mutual funds and government issued securities. Wells Fargo is permitted to execute Restricted Trades not involving Exempt Investments on an accommodation basis. With respect to the custody accounts it services, Wells Fru·go, defines accommodation trading as follows: 1 ). Trades that involve investing cash deposits/income • Purchase -invest a cash deposit {new business initial funding activity) • Purchase -invest additional cash deposits in an existing account 2). Trades that involve raising cash for obligations • Sale -to raise cash for expenses (e.g., to pay a debt obligation, to cover an overdraft) • Sale -to raise cash for account transition to another custodian 3). Trades that involve charitable gifts • Sale -to liquidate asset gift<, received in-kind from donors • Buy -to invest cash gifts received directly from donors (similar to #1 above) 4). Trades that involve special account circumstances • Trades to rebalance a portfolio on a periodic basis based on an established allocation • Purchase -to invest funds from a pledged asset maturity in a statutory account • Sale to liquidate assets after an external investment manager has been terminated Customers will be notified by their Relationship Manager when the trading practices of a non- employee benefit plan custody accounts fall outside of the exemptions under Regulation R. Definitions and Disclosure Statement-Unbundled NonERISA October 2016 Page 2 of2 Institutional Retirement and Trust February 13, 2018 Item #6 Page 39 of 232 Institutional Retirement and Trust Trust and Custody Fee Agreement Effective Date: February 13, 2018 Owner Name: City of Carlsbad Account Name: City of Carlsbad Custody Account Wells Fargo Account Number(s): 26148000 and all related sub accounts Method of Payment: Invoice Client TRUST AND CUSTODY PER ANNUM FEES Domestic Administration Asset Based Fee Accounting & Reporting Web-Based On-line Daily Access -TPR, TID Statement Accounting & Reporting DOMESTIC TRANSACTIONS SECURITY SETTLEMENTS & MONEY MOVEMENT Basis Points 0.10 Per Account Included $ 1,000.00 Per Transaction Domestic Depository Settlements $ 7 .00 (includes DTC, Fed/Repos/Reverse Repos, ADR, Free Receives/Delivers, Maturities) Mutual Fund Settlements Free Receives/Delivers -Physical Derivative Transactions Principal & Interest Payments a) Pooled Assets b) CMO/Mortgage Backed Securities c) Physically Held Assets Closely Held Assets (Buy/Sell/Receive/Deliver) Physical Assets (Buy/Sell) Outgoing Wires Money Transactions a) ACH, Checks Fee Schedule (Unbundled) November 2016 $ 7.00 $ 35.00 $ 7.00 $ 2.00 $ 4.00 $ 35.00 $ 175.00 $ 175.00 $ 10.00 Page l of3 Wells Fargo Institutional Retirement and Trust February 13, 2018 Item #6 Page 40 of 232 Per Issue/Other Outside Held Assets -Standard (Holding Fee) Outside Held Assets -Complex (Holding Fee) Closely Held Assets (Holding Fee) Physical Assets (Holding Fee) $ 300.00 $ 600.00 $ 125.00 $ 50.00 MINIMUM QUARTERLY FEE $ 2,500.00 Allocated By Account Market Value Minimum Fee Calculation Includes Market Value Fees Plus All Transactions Owner Acknowledgement Fees and expenses described in this Fee Agreement, together with any fees described in other agreements and/or disclosures, constitute amounts payable to Wells Fargo Bank, N.A. (''Wells Fargo") for services provided to the Owner on the Account. Wells Fargo shall be paid the fees as described above at the time such services are rendered. If such fees are not paid by the Account, such payment shall be made by the Owner. Wells Fargo may deduct fees due for services rendered directly from the Account assets. Fees for services rendered shall be payable upon presentation of invoices by Wells Fargo and may be subject to late payment penalties. Past due fees may be deducted from the Account assets. Wells Fargo, in its sole discretion, may suspend services during any period in which any unpaid amounts are 90 days overdue or may deduct such amounts from the Trust. Owner understands that if Wells Fargo fees are based on the mal'ket value of the Account, those fees will be affected by asset pricing. When Wells Fargo is unable to price an asset using its usual pricing sources, Wells Fargo will rely on the Owner to supply a price. If the Owner is unable to supply a price for the asset, Wells Fargo will continue to reflect the last known price for the asset until the Owner provides an alternative price and fees will be based on that market value. No Asset Based Domestic Administration fee nor fund settlement transaction fees will be assessed for assets held in a Wells Fargo Proprietary Fund or Wells Fargo Depository Account. There is no charge for the collection of interest income and dividends. The Owner has identified all assets held in the Account to Wells Fargo. Should there be any material change to the Account's stmcture or asset base, or should the Owner fail to transfer any assets scheduled for receipt to Wells Fargo within 60 days of the Effective Date of this Fee Agreement, Wells Fargo reserves the right to redefine fees and/or service conditions. Wells Fargo shall be entitled to charge additional fees for any additional services requested by the Owner or any revisions to reports, forms, and documents resulting from (i) inaccurate or incomplete infonnation supplied by the Owner, (ii) untimely payments of contributions or reimbursement of fees and expenses, (iii) retroactive amendment of the Trust, (iv) failure of the Owner to timely notify Wells Fargo of any en-or in reports, fonns and documents prepared by Wells Fargo. If the Owner requests a rerun of an allocation or rep01t due to incorrect or untimely information being fmnished, the Owner shall bear the extra costs attributable to such reallocations or new reports. Fee Schedule (Unbundled) November 2016 Page 2 of3 Wells Fargo Institutional Retirement and Trust February 13, 2018 Item #6 Page 41 of 232 Wells Fargo is entitled to prompt reimbursement of all extraordinary out-of~pocket expenses incurred in the performance of its services on behalf of the Account including, but not limited to, fees for legal process, outside legal fees) and courier services. On a Quarterly basis, Wells Fargo will send an invoice to the Owner for fees and expenses due with respect to the Account. The invoice will denote Account fees to be 11billed11 that are payable by the Owner and/or Account fees to be 11deducted11 that have been deducted from Account assets held in the Trnst. Such amounts, if billed, shall be due not later than 30 days following the billing date. Additional services not detailed in this Fee Agreement may be negotiated by and between Wells Fargo and the Owner at normal prevailing rates. Wells Fargo retains the right to revise its fee schedule from time to time. If the Owner wishes to have the Account pay any fees or expenses, or wishes to be reimbursed by the Account for any fees or expenses previously paid by the Owner, the Owner shall be responsible for determining which fees and expenses may properly be paid or reimbursed by the Account and provide appropriate written direction certifying this to Wells Fargo. Fee Schedule (Unbundled) November 20 16 Page 3 of3 Wells Fargo Institutional Retirement and Trust February 13, 2018 Item #6 Page 42 of 232 Sweep Investment Direction for Cash Balances (Bank Deposit Vehicles) Effective Date: February 13, 2018 Owner Name: City of Carlsbad Account Name: City of Carlsbad Custody Account Wel1s Fargo Account Number(s): 26148000 and all related sub accounts The Owner directs Wells Fargo Bank, N.A. ("Wells Fargo") to invest any uninvested cash held in the Account in the following Wells Fargo taxable deposit vehicJe as a sweep investment: Sweep Vehicle Name Public Institutional Bank Deposit Account SweepCUSIP 992995944 Ticker WFBPIBDA The Owner has received and read the Public Institutional Bank Deposit Account Fund Fact Sheet attached hereto which describes the deposit vehicle. This direction may be changed or revoked at any time pursuant to a superseding written direction to Wells Fargo duly executed by an authorized representative of the Owner. Until such time, this direction will continue in full force and effect. Sweep Investment Direction for Cash Balances (PIBDA) April 2014 ·····--···-····· ---------Page I of I Wells Fargo Institutional Retirement and Trust February 13, 2018 Item #6 Page 43 of 232 Service Agreement • Trust Portfolio Reporting Service City of Carlsbad ("Customer") wishes to use the Trust Pmtfolio Reporting Service (the "Service") through the Commercial "Electronic Office® (the "CEO®") provided by Wells Fargo Bank, N.A. ("Wells Fargo") on the Wells Fargo website. The specific terms and conditions applicable to use of the Service are set forth in this Agreement. All persons entering the CEO on behalf of Customer (the "Users") are required to also accept the terms of use for the Service and the CEO. 1. Using the Service. Customer agrees to use the Service and the CEO only as provided in (a) this Agreement, including any applicable addenda, (b) the rules and procedures made applicable to the CEO from time to time by Wells Fargo, (c) any communications, instructions. Terms or conditions appearing at the CEO website itself, and (d) any state or federal laws or regulations applicable to the CEO. 2. Trust Portfolio Reporting Service Description. General Reporting. If Customer elects the General Reporting feature of the Service, it may access through the Internet its Trust cash, asset, and transaction information as follows: (a) Trust account information as of the dose of the previous business day. (b) Settlement date cash and asset position information for the prior eighteen months. (Customer's information begins to accumulate from the date of first use of the Service.) (c) Transaction history for up to eighteen prior months. (Customer's history begins to accumulate from the date of first use of the Se1vice.) ( d) Pending transaction information as of the current business day for up to 45 subsequent calendar days. (e) Customer information may be sorted and selected in several combinations to view online, print, or export in a variety of output formats. Verified Reporting. If Customer elects the Verified Reporting feature of the Service, it may access through the Internet Customer's financial and/or investment pe1formance/and or portfolio analytics information for certain designated trust accounts as follows: (a) Account information as of the close of the previous accounting period as detennined by pre-selected accounting cycle. (b) Historic cash and asset positions and transaction data for prior accounting periods beginning with the date an account is established on this platform. (c) Cash and asset positions and transaction information as of trade date. (d) For any foreign assets, cash and asset positions and transaction histo1y information in both base and local currency. (e) Customer information may be sorted and selected in several combinations to view online, print, or export in a variety of output formats tru ?ou Wc>ll.~ F:mm Rank N.A. All ril?:hts reserved. Information contained herein is confidential. 10-14 February 13, 2018 Item #6 Page 44 of 232 Cash Movement. If Customer is qualified, it may elect the Cash Movement feature of the Service described more fully in the Cash Movement Addendum (the "Cash Movement Addendum"). Trade Entry. If Customer is qualified, it may elect the Trade Entry feature of the Service described more fully in the Trade Entry Addendum (the "Trade Entry Addendum"). 3. Access. Access to the Service for all purposes is controlled by means of one or more authorization codes that Wells Fargo shall issue to Customer. (a) In the event Customer elects General Reporting or Verified Reporting or both, Customer will be provided with a specific authorization code. (b) In the event Customer elects Cash Movement, Customer will be furnished with a specific authorization code and will be required to comply with an additional level of authorization to invoke strong security authentication. (c) In the event Customer elects Trade Entry, Customer will be furnished with a specific authorization code and will be required to comply with an additional level of authorization. (d) Customer is responsible for controlling the security and confidentiality of the authorization codes provided to its employees and shall promptly notify Wells Fargo if it becomes aware of the unauthorized use of the authorization code(s) or suspects that an unauthorized use may occur. 4. Fees. Customer agrees to pay Wells Fargo for the Service in accordance with the schedule of charges attached hereto. Wells Fargo may change the schedule of charges at anytime upon thirty (30) days' prior written notice to Customer. 5. Sublicense. (a) Wells Fargo has separately licensed from third parties (the "Licensors") various securities pricing and characteristic databases (referred to as the "Securities Pricing and Characteristic Databases") for its use in delivering the Service. Wells Fargo grants to Customer a nonexclusive, nontransferable sublicense to access the Securities Pricing and Characteristic Databases solely and exclusively for Customer's own use and only in connection with its use of the Service. Customer agrees that the security pricing information contained in the Securities Pricing and Characteristic Databases is provided solely for Customer's use in connection with the Service and is not provided for any other use or manipulation by Customer, including the sale of such security pricing information to third parties. The Securities Pricing and Characteristic Databases shall at all times be the property of the Licensors and nothing in this Service Agreement shall be deemed a transfer of or create an ownership interest in the Securities Pricing and Characteristic Databases. (b) Wells Fargo will have the right to terminate this sublicense if Customer: (i) ceases to be a customer for the Service; (ii) attempts to fmther sublicense or transfer the rights granted in this Service Agreement or the Cash Movement Addendum; (iii) assigns, or attempts to assign, this Service Agreement or any of its rights hereunder (the word "assignu to include, without limiting the generality thereof, a transfer of a majority interest in Customer); (iv) neglects or fails to perform or observe any of its existing or future obligations to Wells Fargo, whether under this Service Agreement, the Cash Movement Addendum, the Trade Entry Addendum or otherwise; (v) makes an assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of all or part of its property; or (vi) is adjudged bankrupt, and such condition(s) is not remedied within ten (10) days after written notice thereof has been given to Customer. 2 February 13, 2018 Item #6 Page 45 of 232 (c) Upon termination of this sublicense or of any license granted for the use of the Securities Pricing and Characteristic Databases, all rights of Customer to use the Securities P1icing and Characteristic Databases and related documentation under this Service Agreement will cease. Customer shall promptly discontinue its use of the Service and its access to the Securities Pricing and Characteristic Databases and any other software products provided under this Service Agreement and shall return the related documentation and software products and all copies thereof to Wells Fargo. 6. Reliance on Third Parties. Wells Fargo relies on information provided by third parties to establish market valuations and perform the portfolio analytics for Customer. Wells Fargo exercises reasonable care in selecting the third parties and believes the information provided (e.g., pricing and market indices) is accurate and reliable. Wells Fargo does not guarantee that accuracy, however, and is liable to Customer hereunder only to the extent of its own negligence or willful misconduct in delivering the Service. 7. Entire Agreement. This Agreement and any related addendum expressly executed by Customer (collectively, the "Agreement") shall constitute the sole agreement among Customer and Wells Fargo regarding use of the Service. Any prior agreements, representations, statements, negotiations, undertakings, promises or conditions, whether oral or written, with respect to the Service which conflict with the provisions in this Agreement are superseded by this Agreement. 8. Waivers. Wells Fargo shall not be deemed to have waived any of its rights or powers under this Agreement unless such waiver is in writing and signed by an authorized representative of Wells Fargo. No delay, extension of time, compromise, or other indulgence which may occur or be granted from time to time by Wells Fargo shall impair the rights or powers of Wells Fargo under this Agreement. 9. Amendments. Wells Fargo may amend this Agreement at any time upon prior written notice to Customer. Customer will be deemed to have accepted an amendment of this Agreement if any of its Users use the Service through the CEO more than 30 calendar days after Customer receives notice of such amendment. 10. Assignment. Customer's rights, duties and obligations under this Agreement may not be assigned by Customer without the prior written consent of Wells Fargo. Nor may Wells Fargo assign its rights, duties and obligations hereunder without Customer's prior written consent. 11. Termination. Either party may terminate this Agreement for any reason upon 30 days' prior written notice to the other. 12. Governing Law. Customer's rights and obligations and the rights and obligations of Wells Fargo under this Agreement will be governed by and be subject to the laws of the State of California. 13. Severability. If any provision of either this Agreement, the Cash Movement addendum, or the Trade Entry Addendum (if selected by Customer) shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of such provision in other jurisdictions, and of the remaining provisions of this Agreement in all jurisdictions, shall not in any way be affected or impaired. February 13, 2018 Item #6 Page 46 of 232 Customer acknowledges and agrees to the terms of this Service Agreement for the Trust Portfolio Reporting Service. This Agreement is effective upon acknowledgement by Customer by its duly authorized officer or officers on the date stated below. Acknowledged and Accepted By: Customer By: {l4-a~~ (~il- l Name: er q j l, ',.1cJ 4 ol ,.,..___ Title: _.,...J2_r. ___ t;-'-·«~.J~'-:,t,1_1-_e_,_·~ ____ _ Date: _0_2-___ /_u __ /_2-_CJ_/ P __ _ [X] Customer elects the General Reporting feature of the Service. L] Customer elects the Verified Reporting feature of the Service. [X] Customer elects the Cash Movement feature of the Service. ~~~ J..:;;t:J /s-<rJ 4 Z o-I g Must execute TRUST PORTFOLIO REPORTING CASH MOVEMENT ADDENDUM. L] Customer elects the Trade Entry feature of the Service. Must execute TRUST PORTFOLIO REPORTING TRADE ENTRY ADDENDUM. 4 February 13, 2018 Item #6 Page 47 of 232 Trust Portfolio Reporting Fees Pursuant to section 4 of the Service Agreement for Trust Portfolio Rep011ing, Customer agrees to pay Wells Fargo the following fees: Company: City of Carlsbad Fee Amount Set-up Fee: $Waived Basic Service Fee: $Waived As set forth in section 4 of the Service Agreement, Wells Fargo may change this schedule of charges at any time upon 30 (thirty) days prior written notice to Customer. 5 February 13, 2018 Item #6 Page 48 of 232 Trust Portfolio Reporting Service Cash Movement Addendum • City of Carlsbad ("Customer") wishes to use the Trust Portfolio Reporting Cash Movement Feature available through the Commercial Electronic Office® (the "CEO®") provided by Wells Fargo Bank, N.A. ("Wells Fargo"). This Addendum supplements the Service Agreement for the Trust Portfolio Reporting Service previously entered into by Customer. Unless expressly modified by this Addendum, all other terms of the Service Agreement remain unchanged. 1. Cash Movement Feature Description. If Customer elects the Cash Movement feature of the Trust Portfolio Reporting Service, it may, through its properly authorized users, initiate cash transactions for its various accounts as follows: (a) Transfer available cash between designated accounts administered by a Wells Fargo trust line of business. (b) Transfer available cash from a designated account administered by a Wells Fargo trust line of business to a demand deposit account ("DDA") at Wells Fargo. (c) Transfer available cash from a DDA at Wells Fargo to a designated account administered by a Wells Fargo trust line of business. Customer may select the Secondary Authorization feature. If selected, transfers will be implemented by Wells Fargo only after review and approval by a representative of Customer other than the initial requestor. 2. Access. Wells Fargo will provide specific authorization codes and a security authentication procedure for those persons duly designated by Customer to access the Cash Movement Feature. (a) Customer is responsible for assuring that all cash transactions initiated by its authorized users are, in fact, duly authorized. Customer is responsible for supervising and monitoring use of the Cash Movement Feature by the individuals it has designated. (b) Customer has designated the individuals set forth below as authorized users for each of the accounts indicated. (c) Wells Fargo will presume that a transaction is duly authorized by Customer if the transaction is initiated by an authorized user with the specific authorization code and following the authentication procedure provided by Wells Fargo. (d) Customer may terminate the authority of an individual at any time by notice in writing to Wells Fargo. Such notice shall be effective only after actual receipt and following such period of time as may be necessary to give Wells Fargo a reasonable oppo11unity to act on it. Customer is also responsible for immediately notifying Wells Fargo of any breach of security, but in no event shall such notification be later than five business days after discovery of its occun-ence. 3. Customer Representations. In using the Cash Movement Feature, Customer acknowledges: (a) that Wells Fargo is directed by the Customer or its agent for each of the accounts for which cash may be transferred; (b) that none of the accounts are qualified employee benefit accounts governed by ERISA or Taft Hartley; (CJ 2012 Wells Farno Bank N.A. All rir!hts reserved. Information contained herein is confidential. 4/12 February 13, 2018 Item #6 Page 49 of 232 (c) that the signer of this document is authorized to execute this agreement on behalf of the Customer; and (d) that the governing document between Wells Fargo and the Customer docs not contain any restrictions on disbursements from or receipts to the account. 4. No Credit Extension. In granting Customer access to and use of the Cash Movement Feature, Wells Fargo does not extend credit of any kind to Customer. Customer is only permitted to initiate transfers of cash actually available on deposit in an account. The Cash Movement Feature does not permit Customer to create an overdraft in au account. All other terms and conditions of the Service Agreement for the Trust Portfolio Reporting Service shall remain in full force and effect. Acknowledged and Accepted By: Customer By: (Signature)/ Name: &« /4 u ~ cl 1,· u J;M.- Title: Date: © 2012 Wells Fanm Bank N.A. All right~ reserved, Information contained herein is confidential. 4/12 February 13, 2018 Item #6 Page 50 of 232 Secondary Autho1ization LJ Yes L] No If Yes, please complete Secondary Authorization Column Authorized User Secondaiy Authorized trust line of business Authorized DDA Account(s) Authorization administered Account(s) If Customer selects Secondary Authorization please designate threshold amounts. Single transaction threshold per user: $ (Inse1t value of $0 up to $999,999,999.99) Daily cumulative transaction threshold per user: $ (Insert value of $0 up to $999,999,999.99) Transaction thresholds are set at the company level, and implemented at the user level. Any transaction exceeding the single transaction threshold will be queued for approval. If combined transactions initiated by a user exceed the daily cumulative threshold, all subsequent same day requests made by that user will be queued for approval. To implement approval for all transactions, set thresholds to $0.00. © 2012 Wells Fargo Bank N.A. All rights reserved. Information contained herein is confidential. 4/12 February 13, 2018 Item #6 Page 51 of 232 COMMERCIAL ELECTRONIC OFFICE (CEO) ONLINE ACCESS AGREEMENT You have requested access to the Commercial Electronic Office website (the "CEO") of Wells Fargo Bank, N. A. (11Bank") so that you can obtain information and use cettain financial services (the "Services") through the online channel. In this Agreement, the words "you" and "your" refer to the company or business entity using the CEO. The term "Affiliate" means the parent company of Wells Fargo, Wells Fargo & Company, and any present or future company that controls, is controlled by, or is under common control with Wells Fargo Bank N.A. The general terms and conditions applicable to your use of the CEO are contained in this Online Access Agreement (the "Agreement") which you must sign and return to Bank before you are allowed access to the CEO. Persons that you authorize to enter the CEO for you (the "Users") must also accept the Terms of Use for the CEO. Finally, before you are able to use a Service through the CEO you must sign or accept the applications, agreements, instruments, rules, standards, policies, instructions, and other documents and forms required to use the Service (the "Service Forms"). In the event of an inconsistency between the Service Forms and this Agreement, the Service Forms will control, but only to the extent of such inconsistency. Except, however, this Agreement will control with respect to terms that address the Online Access Process. As used in this paragraph, the phrase "Online Access Process" means the terms under which you are allowed to access and use the Services via the CEO, the process or procedures you use in order to obtain access to the Service (including required security procedures) via the CEO, and our right to change, suspend or terminate this Agreement or your access to the Service via the CEO. 1. USING THE CEO. You agree to use the CEO and the Services only as provided in (a) this Agreement, (b) the rules, procedures, standards, requirements, and policies made applicable to the CEO and the Services from time to time by Bank and the Affiliates, (c) any communications, instructions, terms, or conditions appearing at the CEO or in the Service Forms, and (d) any state or federal laws or regulations applicable to the CEO or the Services. 2. ID CODES, PASSWORDS, SECURE DEVICES, AND PINs. (a) You will be able to manage and control who in your company has access to the CEO and the Services by ID codes, passwords, PINs, and other secure devices or protocols required to use the CEO (collectively refetTed to as "Security Credentials"). It is your responsibility to ensure that the Security Credentials are known to, and used only by, persons who have been properly authorized by you to access the CEO and use the Services through the CEO. (b) Unless you request self:.administration of your access to the CEO, Bank will give each User an ID code and a password to be used when the User first enters the CEO. Bank will also assign a company ID code to you for use each time a User enters the CEO. Although your company ID code and the ID codes for each User will remain the same for each entry into the CEO, the password Bank assigns to each User must be changed to a new password the User selects when the User first enters the CEO. Bank will not know the new passwords or any subsequent passwords selected by the Users, or company administrators (if applicable). (c) If you request self-administration of your access to the CEO, Bank will assign you a company ID code and will provide Security Credentials to company administrators, whom you have designated to access the Services for you through the CEO. The company administrators will have access to any Services you receive through the CEO. Your company administrator will be able to directly issue Security Credentials to other Users and allow other Users to access the CEO on your behalf. Company administrators may also remove a User's access and disable a User's Security Credentials. 2/11 February 13, 2018 Item #6 Page 52 of 232 (d) FAILURE TO PROTECT THE SECURITY CREDENTIALS MAY ALLOW AN UNAUTHORIZED PARTY TO (1) USE THE SERVICES, (2) CHANGE, VERIFY, OR SEND DATA, (3) SEND INFORMATION TO, OR RECEIVE INFORMATION FROM, BANK AND THE AFFILIATES, OR (4) ACCESS YOUR ELECTRONIC COMMUNICATIONS AND FINANCIAL DA TA. ALL ENTRIES INTO THE CEO, ALL COMMUNICATIONS SENT, AND ALL USES OF THE SERVICES, THROUGH YOUR SECURITY CREDENTIALS WILL BE DEEMED TO BE ENTRIES, COMMUNICATIONS, AND USES AUTHORIZED BY YOU AND BE BINDING UPON YOU. YOU ASSUME THE ENTIRE RISK FOR THE FRAUDULENT OR UNAUTHORIZED USE OF YOUR SECURITY CREDENTIALS, UNLESS SUCH UNAUTHORIZED USE IS DUE TO THE ESTABLISHED NEGLIGENCE OR WILLFUL MISCONDUCT OF WELLS FARGO, ITS AFFILIATES OR ITS EMPLOYEES. You acknowledge the importance of developing internal procedures to limit such risk, which procedures will include, at a minimum, (i) if you are not using self-administration, notifying Bank immediately when any new person becomes a User or when any existing User stops being a User, (ii) if you are using self- administration, disabling access to the CEO immediately for each person that is no longer authorized by you to access the CEO and (iii) keeping secure and protecting the confidentiality of your Security Credentials. (e) You agree to notify Bank immediately when you become aware of any loss or theft of, or any unauthorized use of, any Security Credentials. 3. FINANCIAL INFORMATION. Financial market data, quotes, news, research, and other financial information developed by third parties and transmitted to Bank (collectively, "Financial Information") will be available at the CEO. The posting of any Financial Information or any other infonnation or data at the CEO will not be a recommendation by Bank or any Affiliate that any particular Service or transaction is suitable or appropriate for you or that you should receive or in any way use any Service. Neither Bank nor any Affiliate guarantees the accuracy, completeness, timeliness or con-ect sequencing of any Financial Information, nor are they in any way responsible for the actions or omissions of the third patties developing or transmitting Financial Information, or for any decision made or action taken by you in reliance upon any Financial Information. 4. USE OF CERTAIN SOFTWARE TO ACCESS THE CEO. In using the CEO you will be sending or receiving financial and other infonnation directly to or from Bank and the Affiliates through the Internet. You acknowledge that when the Internet, or any other electronic communications facilities, is used to transmit or receive information the information may be accessed by unauthorized third parties. To reduce the likelihood of such third party access, you agree to transmit and receive information through the CEO using only software, including, but not limited to, browser software, or other access devices that support the Secure Socket Layer (SSL) protocol (or other protocols required by or acceptable to Bank), and to follow the Bank procedures that support such protocols. 5. DISCLAIMERS. Neither Bank nor any Affiliate will be your advisor or fiduciary with respect to this Agreement. NEITHER BANK NOR ANY AFFILIATE MAKES ANY EXPRESS OR IMPLIED WARRANTY AS TO THE AVAILABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CEO, THE FINANCIAL INFORMATION, OR THE SERVICES, AND NEITHER BANK NOR ANY OF THE AFFILIATES MAKES ANY OTHER WARRANTY, PROMISE, COMMITMENT, GUARANTEE, OR REPRESENTATION WITH RESPECT TO THE CEO, THE FINANCIAL INFORMATION, OR THE SERVICES, EXCEPT THOSE WARRANTIES, PROMISES, COMMITMENTS, GUARANTEES, OR REPRESENTATIONS SPECIFICALLY STATED IN THE SERVICE FORMS. If a Service cannot be used through the CEO, Bank will make reasonable efforts for such Service to be used by other means. 6. LIMITATION OF LIABILITY. Neither Bank nor any Affiliate will be liable to you for any direct damages or losses suffered or incurred by you in connection with the CEO, any of the Services, any Financial Information, any other information you receive through the CEO, or any failure to provide, or delay in providing, access to the CEO, any Service, or any Financial Information, except to the extent such damages or losses arise directly from the established negligence or willful misconduct of Bank or an 2/11 February 13, 2018 Item #6 Page 53 of 232 Affiliate. Notwithstanding any provision of this Agreement or any Service Form to the contrary, IN NO EVENTWILLBANKORANY AFFILIATE HAVE LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES OR LOSSES WHETHER ANY CLAIM FOR SUCH DAMAGES OR LOSSES IS BASED ON TORT OR CONTRACT OR WHETHER BANK OR ANY AFFILIATE KNEW OR SHOULD HA VE KNOWN THE LIKELIHOOD OF SUCH DAMAGES IN ANY CIRCUMSTANCE. 7. RESTRICTING OR TERMINATING ACCESS TO THE CEO. Bank may terminate this Agreement or your (including your Users) access to the CEO by providing you with thirty days prior written notice. However, Services may be terminated earlier, in accordance with the Service Forms. In the event you ot your User(s) have violated any provision of this Agreement or a Service Form, Bank may terminate your, or a User's, access to the CEO, or an applicable Service, upon immediate notice. Neither Bank nor any Affiliate shall have liability to you or any User for any losses or damages you may suffer or incur as a result of (i) any termination of this Agreement or (ii) inability to access the CEO or applicable Service. 8. WAIVERS. Neither Bank nor any Affiliate shall be deemed to have waived any of its rights under this Agreement unless such waiver is in writing and such writing is signed by an authorized representative of Bank or such Affiliate. No delay, extension of time, compromise, or other indulgence which may occur or be granted from time to time by Bank or any Affiliate under this Agreement shall impair the rights of Bank or any Affiliate under this Agreement. 9. AMENDMENTS. Bank may amend this Agreement at any time upon written notice to you. You will be deemed to have accepted such amendment if any of your Users access the CEO or use any Service through the CEO more than 30 calendar days after you receive notice of such amendment. 10. ASSIGNMENT. You may not assign or transfer your rights or obligations under this Agreement, whether by operation of law, asset purchase, merger or other corporate reorganization, or any other method, without Bank's prior written consent. 11. GOVERNING LAW. Your rights and obligations and the rights and obligations of Bank and the Affiliates under this Agreement will be governed by and subject to the laws of the State of California, excluding any applicable conflict of laws provisions. 12. SEVERABILITY. The provisions of this Agreement arc severable. If any provision of this Agreement is held to be invalid, or unenforceable, the validity or enforceability of the remaining provisions will in no way be affected or impaired thereby. 13. ENTIRE AGREEMENT. This Agreement and the Terms of Use for the CEO set forth the exclusive and entire agreement between Bank, the Affiliates and you with respect to your use of the CEO. Any prior agreements, representations, statements, negotiations, undertakings, promises or conditions, whether oral or written, with respect to your use of the CEO, which conflict with the provisions in this Agreement are superseded by this Agreement. This Agreement is signed below by your duly authorized officer or officers on the date stated below. Date: &2-/z.'i? /zdlf .-I City of Carlsbad [Company Name] By: {_~~i' ;;;J,,~,,_&f,,t_ I Print Name: {)r q 1j L ✓ 'n ,/Ac,/;~ Title: ifff,e ..f~/rer 2/11 February 13, 2018 Item #6 Page 54 of 232 AMENDMENT TO WELLS FARGO MERCHANT AGREEMENT This Amendment (the "Amendment") to the Merchant Agreement, which includes the Merchant Processing Application, the Program Guide Form WFB1707 (the "Program Guide") and the schedules thereto and documents incorporated therein, each as amended from time to time (collectively, the "Agreement") is entered into on the last date signed below (the "Effective Date") between WELLS FARGO MERCHANT SERVICES, LL.C. and WELLS FARGO BANK, N.A., at P.O. Box 6079, Concord, CA 94524 (collectively, "SERVICERS"), and CITY OF CARLSBAD, with offices located at 1200 Carlsbad Village Carlsbad, CA 92008 (hereinafter referred to as ''MERCHANT"). W l TN ES S ET H: WHEREAS, SERVICE RS and MERCHANT have fully negotiated in good faith and agreed to revise and/or modify certain provisions of the Agreement, and now desire to amend the Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and benefits to be derived from the Agreement and this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both parties, SERVICERS and MERCHANT agree that the terms set forth below shall be incorporated into, and become a part of, the Agreement and the parties further agree to be legally bound by the following new terms and to amend the Agreement as follows: 1. Term. The first sentence of Section 10.2 is deleted in its entirety and replaced with the following: "The initial term of this Agreement shall commence and shall continue in force for five (5) years after it becomes effective." 2. Early Termination Fee. Notwithstanding anything to the contrary provided in Section 41.3, the parties agree that MERCHANT shall not be obligated to pay any early termination penalties upon termination of the Agreement. 3. All other provisions of the Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in two or more counterparts, each of which will be deemed an original and all of which together will constitute one instrument. This Amendment may be executed and delivered by facsimile and the parties agree that such facsimile execution and delivery shall have the same force and effect as delivery of an original document with original signatures, and that each party may use such facsimile signatures as evidence of the execution and delivery of this Amendment by all parties to the same extent that an original signature could be used. Except as set forth herein, the terms and conditions of the Agreement shall remain in full force and effect; provided however, that if any term or condition of the Agreement conflicts with or is inconsistent with any term or condition of this Amendment, the terms and conditions of this Amendment shall govern, prevail, and control. All references to the Agreement shall include this Amendment. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Amendment as of the date below. Signature Page Follows Page 1 of 2 February 13, 2018 Item #6 Page 55 of 232 CITY OF CARLSBAD syCZu~J#·~~L {Duly Atl"Wrized Signor) Print Name: C!l'i?,cl ✓, L/n,;✓ 4 ,) /4..., :;, Title: Tr ett'J.¥✓ re r Date: __ 19_-z __ /_:z.._z... __ /..__z.._~_0_1_.f ____ _ WELLS FARGO MERCHANT SERVICES, L.L.C. and WELLS FARGO BANK, N.A. By<s.7'J1. ~ ulyAuthorized Signor) Print Name: Janet M Mendenhall Title: Vice President Date: 1/31/2018 Page 2 of 2 February 13, 2018 Item #6 Page 56 of 232 Credit Card Volume Average Transaction Size Number of Locations Anticipated Interchange 11 Levels MCC Code MCC Description American Express® Industry Type Communications Method Gateway Pricing Option Wells Fargo Merchant Services, L.L.C.• ("WFMS"). Pricing Terms City of Carlsbad I H.Q. 224162430991 Proposal Date: 02/05/18 Account Manager: Sandra Thompson Assumptions $18,306,254 $198 9 Internet: 020 089/077/317 Various -Refer to "Additional Notes" Section of Pricing Terms Various -Refer to "Additional Notes" Section of Pricing Terms N/A line charges quoted separately Frame Relay, IPN Other Gateway Direct Bill to Client Interchange + Assessments + Rate Credit Card Processing Fees 1 Interchange Plus the Following Fees: 0.09% On Gross Visa®, MasterCard®, Discover® Network Card and American Express Sales PIN Debit & Electronic Benefits Transfer (EBT) Processing Fees PIN Debit NOT ENTITLED EBT NOT ENTITLED Applicable PIN Debit Network, Switch, Service and Administrative fees are passed through on all PIN Debit transactions (completed and declined). Applicable PIN Debit Network Interchange fees are passed through on completed PIN Debit transactions only. Applicable Fee Schedules: Payment Networks Qualification Matrix https://www.wellsfargo.com/blz/creditinterchangeplus Payment Networks Pass-Through Fees https://www.wellsfargo.com/biz/merchantpassthroughfees Wells Fargo Fixed Acquirer Network Fee for Visa® Accepting Merchants https://www.wellsfargo.com/visanetworkfee PIN Debit Networks Fee Schedule (if applicable) https://www.wellsfargo.com/blz/merchantdebitfees Dues, assessments and pass-through fees are disclosed in the schedules above. Fee schedules are updated periodically. To obtain the current applicable fee schedules, please refer to the UR Ls above for more information. If you do not have internet access, please contact your Merchant Card Representative and request that a copy of the applicable fee 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 4/13/2018. To learn more about impacts to fee schedules resulting from Payment Network changes, please visit the URLs above or request an updated schedule. Other Processing Fees Set-Up Fee "•••••--••••••••••--••••••••--••""'""°- Monthli,' Minimum Processing Fee 9 """'" .... ........ ,,, ............ ., Char_g_eback Fee 2 ........................... _ ..... MQ.!!!hli.' Service Fee (pt1_r location) ....... ,.,. .... §!?!~.lll~!JUHJ.!ing Fee (Paper Stateme.n.!l.: ,..,._ .... , .... ., .. ,., ... ACH,_Reject Fee., . ., . ., Voice Authorization Fee """" . .,.,.~,_,., ___ Annual Fee A~th~;ization/EDC Fee -Visa, MasterCard, Discover Network Ca~"i'c;;;;it;~•d»N~~-PIN Debit) 3 Authorization/EOG Fee _____ American_Express {Credit and Prepaid) 3 Interchange Clearing Fee 12 Applies to Visa, MasterCard, Discover Network Card (Credit and Non-PIN Debit) and American Exp_ress _(Credit and Prepaid} ........... .. .. -..... , ......... Electronic Address Verification Service Fee Voice (Manual) Address Verification Fee Annual Compliance Support Fee 5 -------· PCI_Com12liance Service PrQgram Fee 8 Non-validation PCI ComQliance Fee 8 Foreign Handling Fee Ion non-US issued Visa/MasterCard transactions/sales) WFB2009 2/5/2018; 5:13 PM Page 1 of 5 $ _____ per location $ -eer month $ ------······__1_5.00 .. per_chargeback $ -eer month ,..,.,._ ..... $ -i;ier month ,.,_.,,w . .. ., .................. ,.,J 10.00 eer reject $ .. Q.75 oer attemot $ -per location .................. --- N/A per att~_111£!... NIA per attempt N/A on aross sales volume $ 0.01 i;>er attemet ... - $ 2.00 per attem,2t_ $ -per location $ -eer month, oer location $ 25.00 eer month, eer location 0.10% per transaction amount Merchantlnffials (?r City of Carlsbad -Pricing Terms 2-2018.xlsx February 13, 2018 Item #6 Page 57 of 232 Credit Card Volume Average Transaction Size Number of Locations Anticipated Interchange 11 Levels MCC Code MCC Description American Express® Industry Type Communications Method Gateway Pricing Option Non Bank Card Authorization 6 Wells Fargo Merchant Services, L.L.C.-("WFMS") • Pricing Terms City Of Carlsbad I H.Q. 224162430991 Proposal Date: 01/29/2018 Account Manager: Sandra Thompson Assumptions $18,306,254 $198 9 Internet: 020 089/077/317 Various Refer to "Additional Notes" Section of Pricing Terms Various -Refer to "Additional Notes" Section of Pricing Terms NIA line charges quoted separately Frame Relay / I PN PayPal Payflow Pro/ Other Gateway-Direct Bill to Client Interchange + Assessments + Rate Other Processing Fees Continued J.1:1?.elies only to American Exeress EDC and Discover EDC $ ,,.,. 0. 12 per attemot Non Bank Card Capture Fee ~pfllies only to American Exeress EDC and Discover EDC $ 0.03 per attemot Terminal ReorogEc1!1.1..rr1_i1_1_g Fee (Terminal) -ApeUf:l.s_to Customer Owned Terminals Onlv $ 75.00 per unit Terminal Reoro9_!:~m,_rnJ1_1_9_fE:l~ ... : ... \'.1.tegrated Terminal -Applies to Customer Owned Integrated Terminals Only $ 150.00 oer unit Securitv Swan Fee for PIN Debit ~golies to Customer Owned PIN Pads Only $ 75.00 per unit Card lmorinter Ootion no imprinter .... Rush Shiooina Ootion N/A 1) Clients may elect to participate in the Discover Network Card program or the Discover EDC program, but not both. Under the "Discover Network Card program," Clients receive all Discover-related authorization, processing and settlement services from WFMS. Under the "Discover EDC program,' Clients enter into a direct agreement with Discover, and WFMS provides only authorization and capture services related to Discover also Network Cards. Clients may 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 capture services related to American Express Cards. In all cases, any services provided by WFMS for Discover and American Express transactions are subject to the terms of Client'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 is requested. It does not warrant that the person presenting the card is the rightful Card holder, nor is it an unconditional promise or guarantee that Client will 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. This fee does not apply to Discover EDC and American Express EDC. 5) The Annual Compliance Support 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 inquiries and batch entry transactions. 7) The monthly Statement Billing Fee can be waived if Client elects to access the monthly statement online instead of receiving a paper copy by mail. After Business Track access has been activated, please contact Customer Service at 1-800-451-5817 to request that paper statements no longer be mailed. If Business Track access is terminated by Client or as a result of inactivity, paper statements will be reinstated with the applicable monthly Statement Billing Fee. Enroll anytime at businesstrack.com 8) The monthly PCI Compliance Service Program Fee and Non-validation PCI Compliance Fee are part of the mandatory PCI Compliance Service Program These fees apply to Level 4 Clients who utilize a gateway or value added reseller (VAR). The program includes access to TrustKeeper, a Trustwave PCI Compliance solution to help Client comply with the Payment Card Industry Data Security Standards (PCI DSS) requirements. Clients are required to register and complete a PCI DSS certification process by visiting https://pci.trustwave.com/wellsfargo. If Client does not comply or fails the 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 Monthly Minimum Processing Fee, then in addition to the total discount fee Client will be charged an amount equal to the Monthly Minimum Processing Fee minus the total discount fee. 10) Dues, assessments and pass-through fees are disclosed in the schedules referenced under the "Applicable Fee Schedules'' section and the related footnote 11) American Express charges Program Pricing fees and not Interchange, and these fees are subject to change. 12) The Interchange Clearing Fee (ICF) will be charged on transactions that may be considered higher risk and/or are processed at a higher expense level. These types of transactions can be identified on Client's Payment Networks Qualification Matrix by looking at the "ICF applies" column. If the interchange program level has been identified by a "YES" in this column, then the ICF will apply to that type of transaction . WFB1707 01/29/2018; 840 AM .✓ . ., Page 2 of,! Copy of City Of Carlsbad Pricing Terms 01/29/2018.xlsx ---""· February 13, 2018 Item #6 Page 58 of 232 Credit Card Volume Average Transaction Size Number of Locations Anticipated Interchange 11 Levels MCC Code MCC Description American Express® Industry Type Communications Method Gateway Pricing Option Wells Fargo Merchant Services, L.L.C.-("WFMS") -Pricing Terms City of Carlsbad/ H.Q. 224162430991 Proposal Date: 02/05/18 Account Manager: Sandra Thompson Assumptions $18,306,254 $198 9 Internet: 020 089/077/317 Various -Refer to "Additional Notes" Section of Pricing Terms Various -Refer to "Additional Notes" Section of Pricing Terms N/A line charges quoted separately Frame Relay, IPN Other Gateway Direct Bill to Client Interchange + Assessments+ Rate If Client has selected to accept TeleCheck Services, see Part Ill -Section 1 of the Program Guide for the terms and conditions If applicable, the Additional Services page will contain the fees and rates billed to Client by TeleCheck. 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 if Client is in American Express' Immediate Chargeback Program or $15 for each Disputed Charge if Client is not in the Immediate 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 proposal includes pricing for third party products and services, WFMS disclaims legal liability and responsibility for said products and services. Client's agreement with the third party provider shall govern Client's relationship with the third party provider. In the event that WFMS is billed for the third party'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 by Client. To the extent Client has any issues, concerns or liability related to such hardware or software, Client must deal directly with the third party provider from whom Client procured the hardware or software. In no event will WFMS be responsible for any indirect, incidental or consequential damages that Client may incur as a result of using any third party hardware or software WFMS' proposal and associated pricing is based on the information provided. Any difference to our stated understanding may affect the proposed pricing. Without a signed agreement, this proposal expires 60 days from the proposal date stated above. See Section 42.3 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, and applicable sales tax may apply and are subject to change without notice. Additional information is available upon request. By acknowledging these Pricing Terms, Client is expressly agreeing that WFMS may share all of Client's personally identifiable information (for example, postal and email addresses, tax identification numbers, names and social security numbers of the authorized signer on the Client's Agreement with WFMS, account information, etc.), as well as Client's American Express transaction information (for example. all information required by American Express evidencing charges or credits, including information obtained at the point of sale, information obtained or generated during authorization and settlement. and any chargeback or other fee information related to an American Express payment card transaction), with American Express. American Express may use and share this information to perform its responsibilities in connection with the American Express payment card acceptance services that Client receives under the Client's Agreement with WFMS. American Express may also use and share this information to promote the American Express Network, to perform analytics and create reports, and for any other lawful business purpose including to call Client or send Client communications or materials via direct mail, email, SMS, text or facsimile regarding American Express products. services and resources available to Client. Client consents and agrees to receive autodialed, automated and/or prerecorded calls and communications (which may include SMS or text messages) at the telephone number(s) Client has provided. If Client has provided a fax number, Client consents and agrees to receiving fax communications from American Express. In connection with the foregoing, Client understands that the calls made or communications sent to Client by American Express may be subject to charges or fees by Client's telecommunications or other applicable service provider that are Client's responsibility to pay. If Client does not wish to receive marketing or other communications from American Express, or if Client wishes to discontinue accepting American Express payment cards, Client must contact WFMS at 1-800-451-5817 to disable Client's American Express acceptance services, and Client will no longer be permitted to accept American Express payment cards. WFB2009 2/5/2018; 5:13 PM Page 3of 5 Merchant Initials 4- City of Carlsbad -Pricing Terms 2-2018.xlsx February 13, 2018 Item #6 Page 59 of 232 Credit Card Volume Average Transaction Size Number of Locations Anticipated Interchange 11 Levels MCC Code MCC Description American Express® Industry Type Communications Method Gateway Pricing Option Wells Fargo Merchant Services, L.L.C.-("WFMS") -Pricing Terms City of Carlsbad I H.Q. 224162430991 Proposal Date: 02/05/18 Account Manager: Sandra Thompson Assumptions $18,306,254 $198 9 Internet: 020 089/077 /317 Various Refer to "Additional Notes" Section of Pricing Terms Various -Refer to "Additional Notes" Section of Pricing Terms N/A line charges quoted separately Frame Relay, IPN Other Gateway -Direct Bill to Client Interchange + Assessments + Rate The Operating Procedures include summaries of some of the key rules and regulations from the Card Payment Networks that merchants must adhere to in connection with their card acceptance practices. For example, they describe the process for submitting card transactions for payment, obtaining authorizations, responding to chargebacks and media retrieval requests, and other aspects of our services. Client is required to comply with these Operating Procedures in addition to all other applicable payment network rules. THE OPERATING PROCEDURES ALSO INCLUDE ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO CLIENTS AMERICAN EXPRESS CARD ACCEPTANCE. BY ACCEPTING AMERICAN EXPRESS CARDS AFTER THE EFFECTIVE DATE OF THESE PRICING TERMS, CLIENT IS EXPRESSLY AGREEING THAT THE TERMS AND CONDITIONS OF CLIENT'S AGREEMENT WITH WFMS, INCLUDING THE TERMS AND CONDITIONS OF THE OPERATING PROCEDURES, ALSO APPLY TO CLIENTS AMERICAN EXPRESS ACCEPTANCE. To obtain the latest copy of the Operating Procedures that includes updates from American Express, please download them from this website: www.wellsfargo.com/merchantoperatingguide. Client may also contact WFMS at 1-800-451-5817 to request a paper copy of the Operating Procedures. Additional Notes: MCC Code 4900 9399 MCC Description UTILITES0 ELECTRIC, GAS, WATER GOVERNMENT SERVICES, NOT ELSEWJERE Terms and Conditions of WFMS • Pricing Terms: 1) WFMS pricing as provided in its response to this RFP is based upon the information provided by City of Carlsbad (e.g., existing processing technology, number of merchant accounts, etc.) as of the date the pricing provided in WFMS RFP response was created. In responding to this RFP, WFMS only agrees to be bound to the pricing WFMS provided therein to the extent that the assumptions upon which it was based, was reasonably derived in relation to the information provided by City of Carlsbad as of the date of the creation of that pricing, are accurate and unchanged. In the event that WFMS is the successful bidder, and City of Carlsbad subsequently provides additional information to WFMS that would affect the pricing (including pass through fees paid by City of Carlsbad), WFMS shall not be bound by the pricing provided in the RFP response and shall have the right to revise the pricing based upon the corrected information provided by City of Carlsbad. Further. should WFMS be the successful bidder for this RFP, City of Carlsbad shall be required to execute a Final Pricing Terms document. 2) Pricing assumes no material change from the pricing parameters provided to WFMS. Pricing may require a re-evaluation if the pricing parameters change. Card Type I Annual Net Sales Volume I Transactions I Average Ticket I Visa /MasterCard/Discover I $18,306,254 I 92,497 I $197.91 I 3) Should any terminal require a reprogramming for credit card, non-bankcards or debit cards, the reprogramming charge is $75 per terminal and $150 per terminal with an integrated PIN Pad. This price includes download and telephone training. Customer owned PIN Pads require encryption and are charged a security swap fee of $125 per PIN Pad. 4) This pricing proposal assumes that City of Carlsbad will utilize First Data Merchant Services' North authorization network and First Data Merchant Services' North settlement/reporting platform. 5) Should City of Carlsbad require development needs of unique functionalities outside of certification, the City of Fort Wayne will be billed $85 per hour of programming needed. 6) On-site service, outside of training provided by the Relationship Manager, will be billed at a rate of $70 per hour. Travel related costs will be passed through to City of Carlsbad. I ACKNOWLEDGE THAT I SIMULTANEOUSLY HEREWITH HAVE RECEIVED AND REVIEWED PROGRAM GUIDE WFB2009 AND AGREE TO THE TERMS THEREIN. Merchant Initials: ___ _ Other Gateway -Direct Bill to Client WFB2009 2/5/2018: 5:13 PM Processing Solutions Customer Owned Signatvre Page Follows Page 4 of 5 N/A City of Carlsbad -Pricing Terms 2-2018.xlsx February 13, 2018 Item #6 Page 60 of 232 Credit Card Volume Average Transaction Size Number of Locations Anticipated Interchange 11 Levels MCC Code MCC Description American Express® Industry Type Communications Method Gateway Pricing Option Merchant Signature: Date: Print Name: Wells Fargo Merchant Services, L.L.C.-("WFMS") -Pricing Terms City of Carlsbad/ H.Q. 224162430991 Proposal Date: 02105/18 Account Manager: Sandra Thompson Assumptions $18,306,254 $198 9 Internet: 020 089/077/317 Various -Refer to "Additional Notes" Section of Pricing Terms Various -Refer to "Additional Notes" Section of Pricing Terms NIA line charges quoted separately Frame Relay, IPN Other Gateway -Direct Bill to Client Interchange + Assessments + Rate Wells Fargo Merchant Services, L.L.C., and Wells Fargo Bank, N.A. ("WFMS") By: ~)n~ Title: Vice President ----------;;.;.;----------------------------- Print Name: Date: WFB2009 215/2018; 5:13 PM Janet M Mendenhall 2/05/2018 Page 5of 5 City of Carlsbad -Pricing Terms 2-2018.xlsx February 13, 2018 Item #6 Page 61 of 232 Merchant Services Government Program Guide • Together we'll go far ~ ~ February 13, 2018 Item #6 Page 62 of 232 Thank you for selecting us for your payment processing needs.Accepting numerous payment options provides a convenience to your customers, increases your customers' ability to make purchases at your establishment, and helps speed payment to your account. Your Merchant Processing application will indicate the types of payments and Services you have elected to accept. These Program Terms and Conditions (the "Program Guide") present terms governing such payments and Services, including, as applicable, terms governing the acceptance of Visa®, MasterCard® and Discover® Credit Card, Non-PIN Debit Card payments and American Express® transactions and applicable Non-Bank Services. This Program Guide, together with your Merchant Processing Application and the schedules thereto (collectively, the "Agreement"), including, without limitation, the Interchange Qualification Matrix, American Express Program Pricing and the Interchange Schedules applicable to your pricing method as set forth in the Merchant Processing Application, contains the terms and conditions under which Processor and/or Bank and/or other third parties, will provide services to you. We will not accept any alterations or strike-outs to the Agreement and, if made, any such alterations or strike- outs shall not apply. Please read this booklet completely. IMPORTANT INFORMATION ABOUT BANK'S RESPONSIBILITIES: Discover Card transactions, American Express Card transactions and other Non-Bank Services are not provided to you by Bank, but are provided by Processor and/or third parties. The provisions of this Agreement regarding Discover Card Transactions, American Express Card Transactions and Non-Bank Services constitute an agreement solely between you and Processor and/or third parties. Bank is not a party to this Agreement insofar as it relates to Discover Card Transactions, American Express Card Transactions and Non-Bank Services, and Bank is not responsible, and shall have no liability, to you in any way with respect to Discover Card Transactions, American Express Card Transactions and Non-Bank Services. OTHER IMPORTANT INFORMATION: Cards present risks of loss and non-payment that are different than those with other payment systems. In deciding to accept Credit Cards, you should be aware that you are also accepting these risks. Visa U.S.A, Inc. ("Visa") and MasterCard Worldwide ("MasterCard"), Discover Financial Services LLC ("Discover") and American Express Company, Inc. ("American Express") are payment card networks that electronically exchange Sales Drafts and Chargebacks for Card sales and Credits. Sales Drafts are electronically transferred from banks (in the case of Visa and MasterCard transactions) or network Acquirers (in the case of Discover transactions) that acquire them from merchants such as yourself (these banks and network acquirers are referred to as "Acquirers") through the appropriate Card Organization, to the Issuers. These Issuers then bill their Cardholders for the transactions. The Card Organizations charge the Acquirers interchange, fees and/ or assessments for submitting transactions into their systems. In order to speed up the payment process, the Issuer transfers the funds back through the Card Organization to the Acquirer at approximately the same time that the Issuer receives the electronic Sales Drafts. Even though the payments under this system are made simultaneously,all payments made through the Card Organizations are conditional and subject to reversals and adjustments. Each Card Organization has developed Card Organizations Rules that govern their Acquirers and Issuers and the procedures, responsibilities and allocation of risk for this process. Merchants are also bound by Card Organization Rules and applicable laws and regulations The Card Organization Rules and applicable laws and regulations give Cardholders and Issuers certain rights to dispute transactions, long after payment has been made to the merchant, including Chargeback rights. We do not decide what transactions are charged back and we do not control the ultimate resolution of the Chargeback.While we can attempt to reverse a Chargeback to the Issuer, we can only do so if the Issuer agrees to accept it or the Card Organization requires the Issuer to do so after a formal appeal process. Sometimes, your customer may be able to successfully charge back a Credit Card transaction even though you have provided your goods or services and are otherwise legally entitled to payment from your customer. While you may still be able to pursue claims directly against that customer, neither we nor the Issuer will be responsible for such transactions. You will be responsible for all Chargebacks and adjustments associated with the transactions that you submit for processing. Please refer to the Glossary for capitalized terms used in the Agreement, including this Preface (if not defined above). WFB1707GOV REVOO (7/14) February 13, 2018 Item #6 Page 63 of 232 Program Guide TABLE OF CONTENTS PART I: Confirmation Page 30.6 Pre-Authorization forT&E (Travel & Entertainment) Duplicate Confirmation Page and Restaurant Merchants ............................................. 31 30.7 Discover Procedure for Request for Cancellation of Authorization ........ 31 PART 11:Card Services 30.8 Partial Authorization and Authorization Reversal ........................ 31 A. Card General Terms 31. Submission/Deposit of Sales and Credit Drafts ................................. 31 1. Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 31.1 · Submission of Sales for Merchants Other Than Your Business ............ 31 2. Operating Procedures; Card Organization Rules and Compliance . . . . . . . . . . . . . . . 8 3. Settlement of Card Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 31.2 Timeliness ............................................................. 32 31.3 Electronic Merchants: Daily Batching Requirements 4. Exclusivity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 & Media Submission ................................................... 32 5. Fees; Adjustments; Collection of Amounts Due . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 32. Settlement ................................................................... 32 6. Chargebacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 33. Refunds I Exchanges (Credits) ................................................. 32 7. Representations;Warranties;Covenants Limitations on Liability; 33.1 Refunds ............................................................... 32 Exclusion of Consequential Damages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 33.2 Processing a Credit for American Express Transaction ................... 32 8. Confidentiality ............................................................... 10 33.3 Exchanges ............................................................. 33 9. Assignments ................................................................. 11 34. Retention of Records for Retrievals and Chargebacks ........................... 33 10. Term; Events of Default ....................................................... 11 34.1 Retain Legible Copies .................................................. 33 11. Reserve Account; Security Interest ............................................ 12 34.2 Provide Sales and Credit Drafts ......................................... 33 12. Financial and Other Information .............................................. 13 35. Chargebacks, Retrievals and Other Debits ...................................... 33 13. Indemnification .............................................................. 13 35.1 Charge backs ........................................................... 33 14. Special Provisions Regarding Non-Bank Cards ................................. 13 35.2 Summary (Deposit) Adjustments/Electronic Rejects ..................... 36 15. Special Provisions for Debit Card .............................................. 13 35.3 Disputing Other Debits and Summary Adjustments ..................... 36 16. Reserved ..................................................................... 14 36. Account Maintenance ......................................................... 36 17. Special Provisions Regarding Wireless Services ................................ 14 18. Terms of Equipment Purchase or Rental ....................................... 15 19. Reserved ..................................................................... 17 20. Special Provisions Regarding TransArmor Services ............................. 17 21. Reserved ..................................................................... 19 22. Reserved ..................................................................... 19 23. Reserved ..................................................................... 19 24. Choice oflaw,Venue;Waiverof JuryTrial ...................................... 19 25. Other Terms .................................................................. 19 36.1 Change of Settlement Account Number ................................ 36 36.2 Change in Your Legal Name or Structure ................................ 36 36.3 Change in Company OBA Name.Address or Telephone I Facsimile Number ......................................... 36 36.4 Other Changes in Merchant Profile ..................................... 36 36.5 Charges for Changes to Account Maintenance .......................... 36 37. Card Organization Monitoring ................................................. 36 38. Supplies ..........................•........................................... 36 39. Special Provisions for American Express ....................................... 36 B. Operating Procedures 26. MasterCard, Visa, Discover and American Express Card Acceptance ............. 21 26.1 Card Descriptions ...................................................... 21 26.2 Effective/Expiration Dates .............................................. 22 26.3 Valid Signature ........................................................ 22 26.4 Users Other Than Cardholders .......................................... 22 39.1 Card Acceptance ....................................................... 36 39.2 Arbitration Agreement for Claims Involving American Express ........... 37 39.3 Treatment of the American Express Brand .............................. 37 39.4 Treatment of American Express Marks .................................. 38 39.5 Treatment of American Express Card Member Information .............. 38 39.6 Prohibited Uses of the American Express Card .......................... 38 26.5 Special Terms ........................•................................. 22 39.7 American Express Transaction Data ..................................... 38 26.6 Delayed Delivery or Deposit Balance .................................... 22 39.8 Treatment of American Express Card holder Information ................. 38 26.7 Recurring Transaction and Preauthorized Order Regulations ............. 23 39.9 Disclosure and Use of Data Collected Under Agreement ................. 38 26.8 Certain Rules and Requirements ........................................ 24 39.9.1 Consent for American Express to Contact You by Phone, 26.9 Card Acceptance ....................................................... 24 eMail,Text or Facsimile ................................................. 38 26.1 O Deposits of Principals .................................................. 24 39.9.2 Opt-Out ............................................................... 38 26.11 Reserved .............................................................. 25 39.1 O Conversion to a Direct Relationship with American Express .............. 38 26.12 Customer Activated Terminals and Self Service Terminals ................ 25 39.11 Reserved .............................................................. 39 26.13 Displays and Advertising ............................................... 25 39.12 Third Party Beneficiary Rights .......................................... 39 26.14 Cash Payments by and Cash Disbursements to Cardholders ............. 25 39.13 Your Rightto Opt Out of American Express Card Acceptance ............ 39 26.15 Discover Cash Over Transactions ....................................... 25 39.14 Collections from American Express Card holder. ......................... 39 26.16 Telecommunication Transactions ....................................... 25 39.1 S Completing a Transaction at the Point of Sale ........................... 39 27. SuspectTransactions .......................................................... 25 39.16 In Person Charges ...................................................... 39 28. Completion of Sales Drafts and Credit Drafts ................................... 26 39.17 Electronic Charges or Key Entered Charges ............................. 39 28.1 Information Required ...............•.................................. 26 28.2 Mail/Telephone/ Internet (Ecornrnerce) Orders and Other Card Not Present Sales ............................... 27 28.3 Customer Service Telephone Numbers for Cards Other Than MasterCard, Visa and Discover .......................................... 28 29. Data Security ................................................................. 28 29.1 Payment Card Industry Data Security Standards (PCI DSS) ............... 28 29.2 Data Security Requirements ............................................ 29 29.3 Compliance Audits ..................................................... 29 29.4 Immediate Notice Required ............................................ 29 29.5 Investigation ........................................................... 29 29.6 Required Information for Discover Network Security Breaches ........... 29 29.7 Merchant Providers .................................................... 29 39.18 Magnetic Stripe Card Charges .......................................... 39 39.19 American Express Mobile Contactless Charges .......................... 39 39.20 American Express Contact Chip Charges ................................ 39 39.21 American Express Contactless Chip Charges ............................ 39 39.22 American Express Key-Entered Charges ................................. 39 39.23 Keyed No Imprint for American Express Transactions .................... 39 39.24 Merchant Website Information Display Guidelines ...................... 39 39.25 Aggregated Charges ................................................... 40 39.26 American Express Prepaid Card Security Features ....................... 40 39.27 American Express Processing Prepaid Cards ............................. 40 39.28 American Express Policies and Procedures for Specific Industries ........ 40 39.29 American Express Excessive Disputes ................................... 42 29.8 Reserved .............................................................. 29 39.30 American Express Right to Modify or Terminate Agreement ............. 42 29.9 Costs .................................................................. 29 39.31 Acceptance Procedures for American Express 30. Authorizations ................................................................ 29 Travelers and Gift Cheques ............................................. 42 30.1 Card Not PresentTransactions .......................................... 30 40. Glossary ...................................................................... 42 30.2 Authorization via Telephone 41. Additional Important Information .......................................... 45 (Other Than Terminal I Electronic Device Users) ......................... 30 41.1.Electronic Funding Authorization ......................................... 45 30.3. Authorization via Electronic Devices .................................... 30 41.2. Funding Acknowledgement. ............................................. 45 30.4 Third Party Authorization System ....................................... 30 41.3.Additional Fees, Fees Related Information and Early Termination ........... 45 30.5 Automated Dispensing Machines ....................................... 31 41.4. Addresses For Notices .................................................... 45 WFBl 707GOV REVOO (7 /14) February 13, 2018 Item #6 Page 64 of 232 Please read the Merchant Processing Program Guide in its entirety. It describes the terms under which we will provide merchant processing Services to you. From time to time you may have questions regarding the contents of your Agreement (which includes your Merchant Processing Application, the foregoing Program Guide, and the schedules thereto and documents incorporated herein) with Bank and/ or Processor. The following information summarizes portions of your Agreement in order to assist you in answering some of the questions we are most commonly asked. 1. Your fees for certain Services set forth in this Agreement are based on the interchange rates set bythe Card Organization.Any transactions that fail to qualify at your Anticipated Interchange Levels will be charged an additional fee (See Section 5 of the Merchant Processing Program Guide). 2. We may debit your bank account from time to time for amounts owed to us under the Agreement. 3. There are many reasons why a Chargeback may occur.When they occur we will debit your settlement funds or settlement account. For a more detailed discussion regarding Chargebacks, see Section 35 of the Merchant Processing Program Guide. 4. If you dispute any charge or funding, you must notify us within 60 days of the date of the statement where the charge or funding appears for Card Processing. 5. The Agreement limits our liability to you. For a detailed description of the limitation of liability, see Section 7 of the Card General Terms. 9. Card Organization Disclosure Member Bank lnformation:Wells Fargo Bank 6. We have assumed certain risks by agreeing to provide you with Card processing services. Accordingly, we may take certain actions to mitigate our risk, including termination of the Agreement, and/or hold monies otherwise payable to you (see Card General Terms in 10, Term; Events of Default and Section 11, Reserve Account; Security Interest), under certain circumstances. 7. By executing this Agreement with us you are authorizing us to obtain financial and credit information regarding your business until all your obligations to us are satisfied. 8. The Agreement contains a provision that in the event you terminate the Agreement prior to the expiration of the applicable term, you may be responsible for the payment of an early termination fee as set forth in Section 41.3 under"Additional Important Information''. The Bank's mailing address is Wells Fargo Bank, 1200 Montego, Walnut Creek, CA 94598 and its phone number is 1-800-451-5817. Important Member Bank Responsibilities: a) The Bank is the only entity approved to extend acceptance of Card Organization products directly to a merchant. b) The Bank must be a principal (signer) to the Agreement. c) The Bank is responsible for educating merchants on pertinent Visa and MasterCard Rules with which merchants must comply; but this information may be provided to you by Processor. d) The Bank is responsible for and must provide settlement funds to the merchant. e) The Bank is responsible for all funds held in reserve that are derived from settlement. Important Merchant Responsibilities: a) Ensure compliance with card holder data security and storage requirements. b) Maintain fraud and charge backs below Card Organization thresholds. c) Review and understand the terms of the Merchant Agreement. d) Comply with Card Organization Rules and applicable law and regulations. e) Retain a signed copy of this Disclosure Page. f) You may download "Visa Regulations"from Visa's website at: http://usa.visa.com/merchants/ operations/ op _regulati ens.html. g) You may download "MasterCard Regulations"from MasterCard's website at: http://www.mastercard.com/us/merch a nt/su pport/ru !es.html. PrintClient~IRSLegalFilingName:~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ By its signature below, Client acknowledges that it received (either in person, by facsimile, or by electronic transmission) and read the complete Program Guide (Version WFB1707GOV REVOO (7 /14)) consisting of 45 pages (including this confirmation), which is incorporated into its Agreement, and agrees to comply with all terms set forth therein. Upon receipt of a signed original of this Confirmation Page by us, your Application for merchant processing services will be reviewed. Client understands that its Application is subject to approval by us. Client understands that a copy of the Program Guide is also available for downloading from the internet at: www.wellsfargo.com/govprogramguide CLIENT'S BUSINESS PRINCIPAL: Signature (Please sign below): Title Date Please Print Name of Signer :"'JFB1707GOV REVOO (7/14) February 13, 2018 Item #6 Page 65 of 232 Please read the Merchant Processing Program Guide in its entirety. It describes the terms under which we will provide merchant processing Services to you. From time to time you may have questions regarding the contents of your Agreement (which includes your Merchant Processing Application, the foregoing Program Guide, and the schedules thereto and documents incorporated herein) with Bank and/ or Processor. The following information summarizes portions of your Agreement in order to assist you in answering some of the questions we are most commonly asked. 1. Your fees for certain Services set forth in this Agreement are based on the interchange rates set by the Card Organization.Any transactions that fail to qualify at your Anticipated Interchange Levels will be charged an additional fee (See Section 5 of the Merchant Processing Program Guide). 2. We may debit your bank account from time to time for amounts owed to us under the Agreement. 3. There are many reasons why a Chargeback may occur. When they occur we will debit your settlement funds or settlement account. For a more detailed discussion regarding Chargebacks, see Section 35 of the Merchant Processing Program Guide. 4. If you dispute any charge or funding, you must notify us within 60 days of the date of the statement where the charge or funding appears for Card Processing. 5. The Agreement limits our liability to you. For a detailed description of the limitation ofliability, see Section 7 of the Card General Terms. 9. Card Organization Disclosure Member Bank lnformation:Wells Fargo Bank 6. We have assumed certain risks by agreeing to provide you with Card processing services. Accordingly, we may take certain actions to mitigate our risk, including termination of the Agreement, and/or hold monies otherwise payable to you (see Card General Terms in 10, Term; Events of Default and Section 11, Reserve Account; Security Interest), under certain circumstances. 7. By executing this Agreement with us you are authorizing us to obtain financial and credit information regarding your business until all your obligations to us are satisfied. 8. The Agreement contains a provision that in the event you terminate the Agreement prior to the expiration of the applicable term, you may be responsible for the payment of an early termination fee as set forth in Section 41.3 under"Additional Important Information''. The Bank's mailing address is Wells Fargo Bank, 1200 Montego, Walnut Creek, CA 94598 and its phone number is 1-800-451-5817. Important Member Bank Responsibilities: a) The Bank is the only entity approved to extend acceptance of Card Organization products directly to a merchant. b) The Bank must be a principal (signer) to the Agreement. c) The Bank is responsible for educating merchants on pertinent Visa and MasterCard Rules with which merchants must comply; but this information may be provided to you by Processor. d) The Bank is responsible for and must provide settlement funds to the merchant. e) The Bank is responsible for all funds held in reserve that are derived from settlement. Important Merchant Responsibilities: a) Ensure compliance with cardholder data security and storage requirements. b) Maintain fraud and chargebacks below Card Organization thresholds. c) Review and understand the terms of the Merchant Agreement. d) Comply with Card Organization Rules and applicable law and regulations. e) Retain a signed copy of this Disclosure Page. f) You may download "Visa Regulations"from Visa's website at: http://usa.visa.com/merchants/operations/op_regulations.html. g) You may download "MasterCard Regulations"from MasterCard's website at: http://www.mastercard.com/us/merchant/support/rules.html. Print Client's IRS Legal Filing Name: ________________________________________ _ By its signature below,Client acknowledges that it received (either in person, by facsimile, or by electronic transmission) and read the complete Program Guide (Version WFB1707GOV REVOO (7 /14)) consisting of 45 pages (including this confirmation), which is incorporated into its Agreement, and agrees to comply with all terms set forth therein. Upon receipt of a signed original of this Confirmation Page by us, your Application for merchant processing services will be reviewed. Client understands that its Application is subject to approval by us. Client understands that a copy ofthe Program Guide is also available for downloading from the internet at: www.wellsfargo.com/govprogramguide CLIENT'S BUSINESS PRINCIPAL: Signature (Please sign below): Title Date Please Print Name of Signer WFB1707GOV REVOO (7/14) February 13, 2018 Item #6 Page 66 of 232 Subject to Card Organization Rules, Services may be performed by us or our agents, including, without limitation, our respective Affiliates, including the provision of terminals or other equipment and local support functions in connection with this Agreement. You agree to follow all requirements of this Agreement in connection with each Card transaction and to comply with all applicable Card Organization Rules, including, without limitation, the data security requirements described in Section 29. From time to time, we may amend the Operating Procedures, by providing you with at least twenty (20) days' prior written notice, and those provisions will be deemed incorporated into this Agreement. However, for changes in the Card Organization Rules or for security reasons, certain changes in Card procedures may become effective on shorter notice. If there are any inconsistencies between the General Terms and the Operating Procedures, the General Terms will govern. You are responsible for staying apprised of all applicable changes to the Card Organization Rules and maintaining compliance with the card Organization Rules. Card Organization Rules may be available on the web sites such as http://usa.visa.com/merchants//operations/op regulations.html and http://mastercardmerchant.com.These links may change from time to time. 3.1. We will only be required to settle Card transactions for Card types specified in your Application. Promptly after presentment of Sales Drafts pursuant to the Operating Procedures, we will initiate a transfer of the applicable settlement funds to you. 3.2. Unless otherwise agreed to in writing to the contrary, all fees for Services are deducted as disclosed in accordance to your pricing disclosures or subsequent communications. All settlements for Visa, MasterCard Discover and American Express Card transactions will be net of Credits, Summary Adjustments, applicable discount fees when due, Chargebacks and any other amounts then due from you. We may also set off from any payments otherwise due,any amounts owed to any of our respective Affiliates, whether or not arising out of or related to this Agreement. 3.3. All credits to your Settlement Account or other payments to you are provisional and are subject to, among other things, our right to deduct fees, our final audit, Chargebacks (including our related losses), fees and fines imposed on us by the Card Organizations as a result of your acts or omissions.You agree that we may debit or credit your Settlement Account for any deficiencies, overages, fees and pending Chargebacks and any other amounts owed to us or any of our respective Affiliates, or we may deduct such amounts from settlement funds or other amounts due to you from us, or our respective Affiliates You further agree we can offset any amounts owed to us or our Affiliates related to activity in other accounts maintained in your name or accounts guaranteed by you, any of your principals,guarantors or authorized signors.Alternatively, we may elect to invoice you for any such amounts, net due 30 days after the invoice date or on such earlier date as may be specified. 3.4. We will not be liable for any delays in receipt of funds or errors in debit and credit entries caused by you or any other Person. 3.5. In addition to any other remedies available to us under this Agreement, you agree that should any Event of Default (see Section 10.4) occur, we may, with or without notice, change processing or payment terms and/or suspend credits or other payments of any and all funds, money and amounts now due or hereafter to become due to you pursuant to the terms of this Agreement, until we have had reasonable opportunity to investigate such event. 3.6. You acknowledge and agree that transfers to and from the Settlement Account shall be based on the account number and routing number supplied by you. We are not responsible for detecting errors in any Settlement Account information you provide, including the account numbers and routing numbers, even ifany of those numbers do not correspond to the actual account or financial institution identified by name. WF81707GOV REVOO (7/14) 8 This Agreement is a contract whereby we are extending financial accommodations to you within the meaning of Section 365(c) of the U.S. bankruptcy code. Your right to receive any amounts due or to become due from us is expressly subject and subordinate to Chargeback,setoff, lien, security interest and our rights to withhold settlement funds under this Agreement, without regard to whether such Chargeback, setoff, lien, security interest and the withholding of settlement funds rights are being applied to claims that are liquidated, unliquidated, fixed, contingent, matured or unmatured. During the term of this Agreement, you shall use us as your exclusive provider of all Services. 5.1. In consideration of the Services provided by us, you shall be charged, and hereby agree to pay us any and all fees set forth in this Agreement (for purposes of clarity, this includes the Application and any additional pricing disclosures or subsequent communications), all of which will be calculated and payable pursuantto the terms of this Agreement and any additional pricing disclosures or subsequent communications. If a transaction fails to qualify for your anticipated interchange programs or you inadvertently or intentionally accept a transaction other than anticipated for your account (including a different Card type), then, as applicable to your pricing method, you may be charged higher fees as disclosed in your pricing disclosures or subsequent communications, as well, any applicable surcharge for that transaction, all as further described in Section 41.3 of this Agreement and in the Application. With respect to inadvertent or intentional acceptance of a transaction other than the type anticipated for your account (including a different Card type), you will also be subject to payment to us of our then-current transaction fee(s) with respect to such Card and/or transaction and be liable, obligated and responsible under this Agreement for any such transaction to the same extent as you would be if it was of a Card type elected and approved. For more information on Visa's and MasterCard's interchange rates, please go to www.visa.com and www.mastercard.com. 5.2. Should you have questions regarding any Non-Qualified fees (including Non-Qualified Interchange Fees or Non-Qualified Surcharge), submit a Non-Qualified Fee Inquiry (NFI) request in writing (either letter, fax or email) within 90 days from the mail date (post mark) of the monthly statement in question. Note that NFI requests received after the 90 day limit may not be considered for refund review. The subject line or reference at the top of your NFI request must state "Non-Qualified Fee Inquiry." Your NFI request must include your merchant name, merchant number, billing address, and the month of the processing statement on which the non- qualified fees appeared. When possible, also include a copy of the statement on which the fees in question appear. Written fee inquiries should be submitted by email to nfireguest@wellsfargomerchantservicesllc.com; via fax to (954) 509-1822; or if mailed, sent to: Wells Fargo Merchant, Services, LLC, P.O. Box 6699, Hagerstown, MD 21740, Attn: NFI Investigations Unit. We will provide a written response to your NFI with an explanation. If through our research, we find that a refund is due, we will credit your account within 30 days from the date our research was completed. NFI requests not received in accordance with the foregoing shall not be subject to the response times set forth in this Section. 5.3. All Authorization fees will be charged for each transaction that you attempt to authorize. All capture fees will be charged for each transaction that you transmit to us for settlement. If you are billed a combined fee for both the authorization and capture of a transaction, the authorization and capture must be submitted as a single transaction, otherwise the authorization and the capture will each be charged separately. You are responsible for utilizing software or services that will correctly submit these transactions to achieve the indicated billing. 5.4. The fees for Services set forth in this Agreement are based upon assumptions associated with the anticipated annual volume and average transaction size for all Services as set forth in this Agreement and your method of doing business. If the actual volume or average transaction size are not as expected or if you significantly alter your method of doing business, we may adjust your fees for Services without prior notice. February 13, 2018 Item #6 Page 67 of 232 5.5. The fees for Services set forth in this Agreement may be adjusted to reflect increases or new fees imposed by Card Organizations, 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.All such adjustments shall be your responsibility to pay and shall become effective upon the date any such change or addition is implemented by the applicable Card Organization or third party as specified in our notice to you. 5.6. Subject to Section 10.3, we may also increase our fees or add new fees for Services for any other reason at anytime by notifying you thirty (30) days prior to the effective date of any such change or addition. 5.7. If you receive settlement funds by wire transfer, we may charge a wire transfer fee per wire. 5.8. To the extent the Automated Clearing House (ACH) settlement process is used to effect debits or credits to your Settlement Account, you agree to be bound by the terms of the operating rules of the National Automated Clearing House Association, as in effect from time to time. You hereby authorize us to initiate credit and debit entries and adjustments to your account through the ACH network and/or through direct instructions to the financial institution where your Settlement Account is maintained for amounts due under this Agreement and under any agreements with us or our respective Affiliates for any products or services,as well as for any credit entries in error. You hereby authorize the financial institution where your Settlement Account is maintained to effect all such debits and credits to your account.This authority will remain in full force and effect until we have given written notice to the financial institution where your Settlement Account is maintained that all monies due under this Agreement and under any other agreements with us or our respective Affiliates for any products or services have been paid in full. 5.9. You agree to pay any fines imposed on us by any Card Organization resulting from Chargebacks and any other fees or fines imposed by a Card Organization with respect to your acts or omissions. You are responsible for any fines or fees imposed on us as a result of acts or omissions by your agents or third parties. 5.10. If your Chargeback percentage for any line of business exceeds the estimated industry Chargeback Percentage, you shall, in addition to the chargeback fees and any applicable Chargeback handling fees or fines, pay us an excessive Chargeback fee for all Chargebacks occurring in such month in such line(s) of business. Each estimated industry Chargeback Percentage is subject to change from time to time by us in order to reflect changes in the industry Chargeback Percentages reported by Visa, MasterCard, American Express or Discover .Your Chargeback Percentage will be calculated as the larger of (a) the total Visa, MasterCard, American Express and Discover Chargeback items in any line of business in any calendar month divided by the number of Visa, MasterCard, American Express and Discover transactions in that line of business submitted that month, or (b) the total dollar amount of Visa, MasterCard, American Express and Discover Chargebacks in any line of business received in any calendar month divided by the total dollar amount of your Visa, MasterCard, American Express and Discover transactions in that line of business submitted in that month. 5.11. You agree to promptly and carefully review your merchant statements or other documents provided or made available to you (physically, electronically or otherwise provided by Us or others) reflecting Card transaction activity, including, activity in your Settlement Account. If you believe any adjustments should be made with respect to your Settlement Account, you must notify us in writing within sixty (60) days after any debit or credit is, or should have been effected or such shorter period as provided in the terms and conditions that govern such account. If you notify us after sixty (60) days, we shall have no obligation to investigate or effect any adjustments. Any voluntary efforts by us to assist you in investigating such matters shall not create any obligation to continue such investigation or any future investigation. 5.12. If you do not pay us all fees and any other amounts due under this Agreement within thirty (30) days of the date of our merchant statement or other statement setting forth the amount due, then we may, in our sole discretion, charge you interest, for such time that the amount and all accrued interest remain outstanding at the lesser of (i) the per annum rate equal to Bank's then current prime rate plus two percent (2%), based on a 360 day year, or (ii) the maximum rate permitted by applicable law. 5.13. Other Debits. We may also debit your Settlement Account or your settlement funds in the event we are required to pay Card Organization fees, charges, fines, penalties or other assessments as a consequence of your sales activities. Such debits shall not be subject to any limitations of time specified WFB1707GOV REVOO (7/14) 9 elsewhere in the Agreement, including, without limitation the following, which we may add to or delete from this list as changes occur in the Card Organization Rules or our Operating Procedures pursuant to Section 2: Card Organization fees, charges, fines, penalties, registration fees, or other assessments including any fees levied against us or any amount for which you are obligated to indemnify us. Currency conversion was incorrectly calculated. NOTE: For Discover Network transactions, you are not permitted to convert from your local Discover Network approved currency into another currency, nor may you quote the price of a transaction in U.S. Dollars if completed in another approved currency. Fees for Services not previously charged. Reversal of deposit posted to your account in error. Debit for Summary Adjustment not previously posted. Reversal of Credit for deposit previously posted. Debit for Chargeback never posted to your account. Debit for EDC Batch error fee. Card Organization Merchant Chargeback/fraud monitoring fees -excessive Chargeback handling fees. Failure of transaction to meet Member Controller Authorization Service ("MCAS") -Cardholder account number on exception file. Original transaction currency (foreign) not provided. Travel Voucher exceeds maximum value. Debit and/or fee for investigation and/or Chargeback costs related to this Agreement, or for costs related to our collection activities in an amount no less than $100.00. Costs arising from replacement or damage to equipment rented. Payment of current or past due amounts for any equipment purchase, rental or lease. Incorrect merchant descriptor (name and/or city, state) submitted. lncorrecttransaction date submitted. Shipping and handling fees. Costs or expenses associated with responding to any subpoena, garnishment, levy or other legal process associated with your account in an amount no less than $150.00. 6.1. You shall be responsible for reimbursing us for all transactions you submit that are charged back. See the Operating Procedures for additional information regarding Chargebacks and Chargeback procedures. 6.2. You shall reimburse us for any Chargebacks, return items, or other losses resulting from your failure to produce a Card transaction record requested by us within the applicable time limits. -I. Representations; Warranties; Covenants; , I.limitations on IHaliilitJ; : "Exclusion of Gooseguential Damages 7.1. Without limiting any other warranties hereunder, you represent warrant to and covenant with us, and with the submission of each sales Draft reaffirm, the following representations, warranties and/or covenants: 7.1.1. each Card transaction is genuine and arises from a bona fide transaction permissible under the Card Organization Rules by the Card holder directly with you, represents a valid obligation for the amount shown on the Sales Draft, preauthorize order, or Credit Draft, and does not involve the use of a Card for any other purpose; 7.1.2. each Card transaction represents an obligation of the related Card holder for the amount of the Card transaction; 7.1.3. the amount charged for the Card transaction is not subject to any dispute, setoff or counterclaim; 7.1.4. each Card transaction amount is only for respective merchandise or services (including taxes, but without any surcharge) sold, leased or rented by you pursuant to your business as indicated on the Application and, except for any delayed delivery or advance deposit Card transactions expressly authorized by this Agreement, the merchandise or service was actually delivered to or performed for the person entering into the Card transaction simultaneously upon your accepting and submitting the Card transaction for processing; February 13, 2018 Item #6 Page 68 of 232 7.1.5. with respect to each Card transaction, you have no knowledge or notice of any fact, circumstances or defense which would indicate that such Card transaction is fraudulent or not authorized by the related Card holder or which would otherwise impair the validity or collectibility of the Cardholder's obligation arising from such Card transaction or relieve the Cardholder from liability with respect thereto; 7 .1.6. each Card transaction is made in accordance with these General Terms, Card Organization Rules and the Operating Procedures; 7.1.7. each Sales Draft is free of any alteration not authorized by the related Card holder; 7 .1.8. you have completed one Card transaction per sale; or one Card transaction per shipment of goods for which the Cardholder has agreed to partial shipments; 7 .1.9. you are validly existing, in good standing and free to enter into this Agreement; 7 .1.1 o. each statement made on the Application or other information provided to us in support of this Agreement is true and correct; 7 .1.11. you are not doing business under a name or style not previously disclosed to us; 7.1.12. you have not changed the nature of your business, Card acceptance practices, delivery methods, return policies, or types of products or services sold requiring a different Merchant Category Code ("MCC") under Card Organization Rules, in a way not previously disclosed to us; 7 .1.13. you will use the Services only for your own proper business purposes and will not resell, directly or indirectly, any part of the Services to any Person; 7.1.14. you have not filed a bankruptcy petition not previously disclosed to us; 7.1.15. you own and control the Settlement Account, and no third party security interest or lien of any type exists regarding the Settlement Account or any Card transaction. 7.1.16. you will not at anytime during the term of this Agreement,or until all amounts due under this Agreement have been paid in full, grant or pledge any security interest or lien in the Reserve Account, Settlement Account or transaction proceeds to any Person without our consent; 7 .1.17. the Card transaction is not a payment for a product or service that violates federal, state or local law in any jurisdiction that may be applicable. 7.2. THIS AGREEMENT IS A SERVICE AGREEMENT. WE DISCLAIM ALL REPRE- SENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PART- ICULAR PURPOSE, NONINFRINGEMENT OR OTHERWISE OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY SERVICES OR ANY GOODS PROVIDED BY A THIRD PARTY. 7.3. IN NO EVENT SHALL EITHER PARTY,ORTHEIR AFFILIATES OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE UNDER ANYTHEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT ACKNOWLEDGES AND AGREES THAT PAYMENT OF ANY EARLY TERMINATION FEE OR LIQUIDATED DAMAGES AS PROVIDED ELSEWHERE IN THIS AGREEMENT SHALL NOT BE PROHIBITED BYTHIS PARAGRAPH. 7.4. NOTWITHSTANDING ANYTHING INTHIS AGREEMENTTOTHE CONTRARY (INCLUDING BUT NOT LIMITED TO SECTIONS 13 or 7.5), OUR CUMULATIVE LIABILITY FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT), REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY SHALL NOT EXCEED, (I) $50,000; OR (II) THE AMOUNT OF FEES RECEIVED BY US PURSUANT TO THIS AGREEMENT FOR SERVICES PERFORMED IN THE IMMEDIATELY PRECEDING 12 MONTHS,WHICHEVER IS LESS. 7.5. NOTWITHSTANDING ANYTHING IN THIS AGREEMENTTO THE CONTRARY (INCLUDING BUT NOT LIMITED TO SECTION 13), OUR LIABILITYTO ANY DELAY IN WF81707GOV REVOO (7 /14) 10 FUNDING TRANSACTIONS TO YOU FOR ANY REASON, OTHER THAN FOR ANY REASON DESCRIBED IN SECTIONS 3.4 OR 3.6, WILL BE LIMITED TO INTEREST COMPUTED FROM THE DATE THAT YOU SUBMITTHE TRANSACTION TO THE DATE THATWE FUNDTHETRANSACTION ATTHE RATE OF THE FEDERAL FUNDS,AS SET BYTHE FEDERAL RESERVE BANK OF NEW YORK, NEW YORK FROM TIME TO TIME. 7.6. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, BANK IS NOT RESPONSIBLE, AND SHALL HAVE NO LIABILITY, TO YOU IN ANY WAY WITH RESPECT TO NON-BANK CARD SERVICES. 8.1. Except with the consent of the other party and each applicable Card Organization, Issuer and Cardholder, neither party may use, disclose, store, sell or disseminate any Cardholder information obtained in connection with a Card transaction (including the names, addresses and Card account numbers of Cardholders) except for purposes of authorizing, completing and settling Card transactions and resolving any Chargebacks, Retrieval Requests or similar issues involving Card transactions, other than pursuant to a court or governmental agency request, subpoena or order. Both parties shall use proper controls for and limit access to, and render unreadable prior to discarding, all records containing Cardholder account numbers and Card imprints. You may not retain or store Magnetic Stripe data or Card Validation Codes after a transaction has been authorized. If you store any electronically captured signature of a Cardholder, you may not reproduce such signature except upon our specific request. 8.2. You acknowledge that you will not obtain ownership rights in any information relating to and derived from Card transactions. Cardholder account numbers, personal information and other Card transaction information, including any databases containing such information, may not be sold or disclosed to a third party as an asset upon a bankruptcy, insolvency or failure of Client's business. Upon a bankruptcy, insolvency or failure of Client's business all Card transaction information must be returned to Servicers or acceptable proof of the destruction of all Card transaction information must be provided to Servicers. 8.3. Both parties will treat this Agreement, any Card Organization materials designated as confidential, and any information supplied or otherwise made accessible by either party or their agents as confidential, including without limitation, (i) information about the products, services, operations, procedures, customers, suppliers, sales, pricing, business plans and marketing strategies of Servicers, their respective Affiliates and the customers, clients and suppliers of any of them; (ii) any scientific or technical information,design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords Servicers a competitive advantage over its competitors; and (iii) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, show-how and trade secrets, whether or not patentable or copyrightable and will not disclose the same to any third parties, provided, however, that these restrictions do not apply to information:(a) rightfully obtained on a non-confidential basis from a Person (or such Person's agents and representatives) and your agents and representatives, which Person was not subject to a duty of confidentiality, (b) rightfully and independently known by receiving party on a non-confidential basis prior to its disclosure or (c) generally available to the public other than through any disclosure by or fault of the receiving party or the receiving party's agents or representatives. 8.3.1. Our confidential information shall be used by you only to exercise your rights and to perform your obligations hereunder. You shall receive our confidential information in confidence and not disclose the confidential information to any third party, except as may be agreed upon in writing by us. Your confidential information will be used by us in accordance with our privacy policy. Each party shall safeguard the confidential information of the other party using a reasonable degree of care, but not less than that degree of care used by it in safe guarding its own similar information or material. Upon request or termination of this Agreement, each party shall return or destroy all of the confidential information of the other party in its possession or control; provided, however, that each party shall be permitted to retain one copy of all confidential information but only as may be necessary to comply with law, payment network rules, or our record retention obligations. 8.3.2. The obligations of confidentiality and restrictions on use in this Section shall not apply to any confidential information that: (i) was in the public domain prior to the date of the Agreement or subsequently came into the public domain through no fault of Client; (ii) was received from a third party free of any obligation of confidence of Client to the third party and which third party, to Client's February 13, 2018 Item #6 Page 69 of 232 knowledge, was not under an obligation to keep the information confidential; (iii) was already in Client's possession prior to receipt from us; (iv) is required to be disclosed by law, regulation or court order after giving us as much advance notice as practical of the possibility of disclosure; or (v) is subsequently and independently developed by Client's employees, consultants or agents without use of or reference to our confidential information. 8.3.3. Except as specifically provided for herein, this Section does not confer any right, license, interest or title in, to or under either party's confidential information to the other party. Except as specifically provided for herein, no license is hereby granted to either party under any patent, trademark, copyright, trade secret or other proprietary rights of the other party. 8.3.4. Both parties acknowledges that breach of the restrictions on use or disclosure of any of confidential information would result in immediate and irreparable harm to the other party,and money damages would be inadequate to compensate for that harm.The non-breaching party shall be entitled to equitable relief, in addition to all other available remedies, to redress any breach. 8.4. With respect to any information received by us from Client via its use of the Services, we will keep such information confidential in accordance with applicable law; provided, that we may disclose such information (i) to third parties as we deem appropriate to provide the Services, {ii) our auditors and attorneys {internal and external) and regulators, (iii) as required or permitted by law, regulation or court order {iv) to our respective Affiliates as we deem appropriate. In addition, we may use data collected as part of performing payment processing or other transaction-related services for you for the purpose of providing additional products and services to you, other merchants, or third parties. As permitted by law this includes collecting, using, and anonymizing cardholder information,dates,amounts,and other data from your transactions ("Transaction Data") to provide you with analytic products and services as well as collecting and using Transaction Data anonymized and aggregated with other merchants' transaction data to provide you, other merchants, and third parties with analytic products and services. 8.5. You shall not assign to any Person, the rights to use the Marks ofServicers, our agents or the Card Organizations. 8.6. All rights, title,and interest in and to all intellectual property related to the Services (including without limitation, the content of any materials, web screens, layouts, processing techniques, procedures, algorithms, and methods), owned, developed or licensed by us prior to, during the term of, or after the Agreement, or employed by us in connection with the Services and any updates, changes, alterations, or modifications to or derivative works from such intellectual property, shall be and remain, as among the Parties, our exclusive property. ' 8.7. Client agrees that we may obtain relevant information from any applicable telecommunications provider utilized by Client, as necessary to investigate any allegation of fraud, suspected fraud or other actual or alleged wrongful act by Client in connection with the Services. 8.8. Client will not: (a) use the Services in any way other than in accordance with this Agreement, any supplied documentation, or as otherwise instructed by us in writing; (b) use the Services, either directly or indirectly, to develop any service or product that competes with the Services; (c) disassemble, decompile, decrypt, extract, reverse engineer, or otherwise attempt to access, ascertain, reconstruct, derive, or appropriate for any reason or purpose {i) the source code for any software, or (ii) any algorithm, process, procedure, idea, or other information contained in the Services; (d) modify, translate,or alter the Services in any manner; (el create derivative works of or based on the Services; (f) disclose or provide the Services to, or permit the Services to be accessed or used (in any format or by any means) by, any third party other than your authorized employees and contractors who are subject to written confidentiality obligations binding upon such employees and contractors that are no less restrictive than the confidentiality provisions hereunder; (g) directly or indirectly make any copies of the Services, except for (i) backup/archival purposes, or (ii) only with respect to any supplied documentation, as reasonably necessary to facilitate use of the Services as long as any such copies contain all appropriate proprietary notices; (h) remove, relocate, or modify any proprietary rights notices relating the Services; (i) attempt to access, or actually access, portions of the Services not authorized by us for use; U) rent, lease, sell, assign, sublicense, or otherwise transfer to any third party, whether by operation of law or otherwise, any of the rights granted hereunder; (k) use the Services for any unlawful purpose; (I) use, access, transfer, move, relocate, ship, or transship the Services outside of the United States without obtaining our advance written consent; or (m) circumvent, or attempt to circumvent, any applicable security measures of the Services. WFBl 707GOV REVOO (7 /14) 11 9.1. Any transfer or assignment of this Agreement by you, without our prior written consent, by operation of law or otherwise, is voidable by us. Any transfer of voting control of you or your parent shall be considered an assignment or transfer of this Agreement. Furthermore,you shall indemnify and hold us harmless from all liabilities, Chargebacks, expenses, costs, fees and fines arising from such transferee's or assignee's Submission of Card transactions to us for processing. For purposes of this Section 9, any transfer of voting control shall be considered an assignment or transfer of this Agreement. 9.2. The payment services provided by us require access to a single bank account in which we may initiate both credits and debits.You may not enter into any agreement that would require, in any circumstance or event, the transfer of any payments or proceeds from Card transactions covered by this Agreement to the custody or control of any third party.You may not assign any rights, including the right of payment under this Agreement, to any other person. In the event that you make an assignment (or provide a security interest) of receivables covered by this Agreement, then we may, at our option, elect to (a) refuse to acknowledge such assignment unless accompanied by an authorization to both initiate debits or credits to the bank account of the assignee, (b) terminate this Agreement immediately, or (c) charge for any transfers that we are called upon to make manually to fulfill such an assignment at the rate of $100 per transfer. 9.3. Another Visa and MasterCard member may be substituted for Bank under whose sponsorship this Agreement is performed with respect to Visa and MasterCard transactions. Upon substitution, such other Visa and MasterCard member shall be responsible for all obligations required of Bank for Visa and MasterCard transactions, including without limitation, full responsibility for its Card program and such other obligations as may be expressly required by applicable Card Organization Rules. Subject to Card Organization Rules, we may assign or transfer this Agreement and our rights,duties and obligations hereunder and/or may delegate or subcontract our rights,duties and obligations hereunder, in whole or in part, to any third party, whether in connection with a change in sponsorship, as set forth in the preceding paragraph, or otherwise, without notice to you or your consent. 9.4. Except as set forth elsewhere in this Section and as provided in the following sentence, this Agreement shall be binding upon successors and assigns and shall inure to the benefit of the parties and their respective permitted successors and assigns. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy,debtor in possession, or other person charged with taking custody of a party's assets or business, shall have any right to continue,assume or assign this Agreement. 10.1. This Agreement shall become effective upon the date this Agreement is approved by our Credit Department. 10.2. The initial term of this Agreement shall commence and shall continue in force for three years after it becomes effective. Thereafter, it shall renew for successive one year terms unless and until you provide written notice at least ninety (90) days prior to the end of the then current term or we provide you with notice in accordance with the Agreement. Should you fail to notify us in writing of your request to terminate you acknowledge and agree you will continue to be charged fees pursuant to this Agreement notwithstanding non-use of your account. If you have an equipment lease, termination of this Agreement does not terminate that equipment lease. 10.3. Notwithstanding the above or any other provisions of this Agreement, we may terminate this Agreement at any time and for any reason by providing 20 days' advance notice to you. We may terminate this Agreement immediately or with shorter notice upon Event of Default as provided under Section 10.4 of this Agreement.You may terminate this Agreement without penalty in the event of a material breach of this Agreement by Servicers. In the event we provide notice to you of any new fees or increases in existing fees for Services, pursuant to Section 5.6, you may terminate this Agreement without further cause or penalty by notifying us that you are terminating this Agreement prior to the effective date of such new fees or increases. However, maintaining your merchant account or your continued use of the Services after the effective date of any such fee changes shall be deemed your acceptance of such fee changes for the Services, throughout the term ofthis Agreement. 10.4. If any of the following events shall occur (each an "Event of Default"): February 13, 2018 Item #6 Page 70 of 232 10.4.1. a material adverse change in your business, financial condition or business prospects; or 10.4.2. any assignment or transfer of voting control of you or your parent; or 10.4.3. a sale of all or a substantial portion of your assets; or 10.4.4. irregular Card sales by you, excessive Chargebacks, noncompliance with any applicable data security standards, as determined by Servicers, or any Card Organization, or any other Person, or an actual or suspected data security breach, nonconformance with any applicable data security standards, as determined by Servicers, any Card Organization, or any other entity, or an actual or suspected data security breach, or any other circumstances which, in our sole discretion, may increase our exposure for your Chargebacks or otherwise present a financial or security risk to us(including your processing transactions for a business type we have designated as unqualified for processing with us); or 10.4.5. any of your representations, warranties or covenants in this Agreement are breached in any respect; or 10.4.6. you default in any material respect in the performance or observance of any term, covenant, condition or agreement contained in this Agreement, including, without limitation, the establishment or maintenance of funds in a Reserve Account, as detailed in Section 11; or 10.4.7. you default in any material respect in the performance or observance of any term, covenant or condition contained in any agreement with any of our respective Affiliates; or 10.4.8. you default in the payment when due, of any material indebtedness for borrowed money; or 10.4.9. you file a petition or have a petition filed by another party under the U.S. bankruptcy code or any other laws relating to bankruptcy, insolvency or similar arrangement for adjustment of debts; consent to or fail to contest in a timely and appropriate manner any petition filed against you in an involuntary case under such laws; apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of you or of a substantial part of your property; or make a general assignment for the benefit of creditors; or take any corporate action for the purpose of authorizing any of the foregoing; or 10.4.10. your independent certified accountants shall refuse to deliver an unqualified opinion with respect to your annual financial statements and your consolidated subsidiaries; or 10.4.11. a violation by you of any applicable law or Card Organization Rule or our reasonable belief that termination of this Agreement or suspension of Services is necessary to comply with any law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the U.S. Department of the Treasury or your breach, as determined by Servicers, of Section 25.2 ("Compliance with Laws"); then, upon the occurrence of (1) an Event of Default specified in subsections 10.4.4, 10.4.9 or 10.4.11, we may consider this Agreement to be terminated immediately, without notice, and all amounts payable hereunder shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by you, and (2) any other Event of Default, this Agreement may be terminated by us giving not less than 1 O days' notice to you,and upon such notice all amounts payable hereunder shall be due and payable on demand. 10.5. Neither the expiration nor termination of this Agreement shall terminate the obligations and rights of the parties pursuant to provisions of this Agreement which by their terms are intended to survive or be perpetual or irrevocable.Such provisions shall survive the expiration or termination of this Agreement. All obligations by you to pay or reimburse us for any obligations associated with transactions you have submitted to us will survive termination of this Agreement until finally and irrevocably paid in full and settled. 10.6. If any Event of Default occurs and regardless of whether such Event of Default has been cured, we may, in our sole discretion, exercise all of our rights and remedies under applicable law and this Agreement, including, without limitation, exercising our rights under Section 11. ' 10.7. In the event you file for protection under the U.S. bankruptcy code or any other laws relating to bankruptcy, insolvency, assignment for the benefit of creditors or similar laws, and you continue to use our Services, it is your responsibility to open new accounts to distinguish pre and post filing obligations. You acknowledge that as long as you utilize the accounts you established prior to such filing, we will not be able to systematically segregate your post-filing transactions or prevent set-off of the pre-existing obligations. In that event, you will be responsible for submitting an accounting supporting any adjustments that you may claim. WF81707GOV REVOO (7/14) 12 10.8. The Card Organizations often maintain lists of merchants who have had their merchant agreements or Card Acceptance rights terminated for cause. If this Agreement is terminated for cause, you acknowledge that we may be required to report your business name and the names and other information regarding its principals to the Card Organizations for inclusion on such list(s). You expressly agree and consent to such reporting if you are terminated as a result of the occurrence of an Event of Default or for any reason specified as cause by Visa, MasterCard or Discover. Furthermore, you agree to waive and hold us harmless from and against any and all claims which you may have as a result of such reporting. 10.9. After termination of this Agreement for any reason whatsoever, you shall continue to bear total responsibility for all Chargebacks, fees, Card Organization fines imposed on us as a result of your acts or omissions, Credits and adjustments resulting from Card transactions processed pursuant to this Agreement and all other amounts then due or which thereafter may become due under this Agreement. 10.1 O. After the initial term of this Agreement, if your merchant account is determined to be inactive as determined in our sole discretion, we may cancel this Agreement without further notice. Inactivity will be determined by an extended period of time with no transactions processed by us on your behalf. In the event we close this Agreement for inactivity, the early termination penalty will not apply. 11.1. You expressly authorize us to establish a Reserve Account to help mitigate our risk exposure under this Agreement. The decision to establish a Reserve Account (and the amount thereof) lies exclusively with us, and you understand that you are obligated to fund such account pursuant to the terms and conditions set forth in this Section 11. The amount of such Reserve Account shall be set by us, in our sole discretion, based upon your processing history (where applicable) and the potential risk of loss to us as we may determine from time to time. 11.2. The Reserve Account shall be fully funded upon three (3) days' notice to you, or in instances of fraud or suspected fraud an Event of Default Reserve Account funding may be immediate.Such Reserve Account may be funded by all or any combination of the following: (i) one or more debits to your Settlement Account or any other accounts held by Bank or any of its Affiliates; at any financial institution maintained in the name of Client, or if any of same are authorized signers on such account; (ii) any payments otherwise due to you; (iii) your delivery to us of a letter of credit; or (iv) if we so agree, your pledge to us of a freely transferable and negotiable certificate of deposit. Any such letter of credit or certificate of deposit shall be issued or established by a financial institution acceptable to us and shall be in a form satisfactory to us. In the event of termination of this Agreement by any party,an immediate Reserve Account may be established without notice in the manner provided above. Any Reserve Account will be held by us for the greater of ten (10) months after termination of this Agreement or for such longer period of time as is consistent with our liability for your Card transactions and Chargebacks in accordance with Card Organization Rules. We will hold funds pursuant to this Section 11 in master account(s) with your funds allocated to separate sub accounts. Unless specifically required by law, you shall not be entitled to interest on funds held by us in a Reserve Account. 11.3. If your funds in the Reserve Account are not sufficient to cover the Chargebacks,adjustments, fees and other charges and amounts due from you,or if the funds in the Reserve Account have been released, you agree to promptly pay us such sums upon request. 11.4.1. To secure your obligations to us and our respective Affiliates under this Agreement and any other agreement for the provision of equipment products or services (including any obligations for which payments on account of such obligations are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy act, state or federal law, common law or equitable cause), you grant to us a first priority lien and security interest in and to (i) the Reserve Account and (ii) any of your funds pertaining to the Card transactions contemplated by this Agreement now or hereafter in our possession, whether now or hereafter due orto become due to you from us.Any such funds,money or amounts now or hereafter in our possession may be commingled with other funds of ours, or, in the case of any funds held pursuant to the foregoing paragraphs, with any other funds of other customers of ours. In addition to any rights now or hereafter granted under applicable law and not byway of limitation of any such rights, we are hereby authorized by you at any time and from time to time, without notice or demand to you or to any other Person (any such notice February 13, 2018 Item #6 Page 71 of 232 and demand being hereby expressly waived), to set off, recoup and to appropriate and to apply any and all such funds against and on account of your obligations to us and our respective Affiliates under this Agreement and any other agreement with us or any of our respective Affiliates for any related equipment or related services, whether such obligations are liquidated, unliquidated, fixed, contingent, matured or unmatured. You agree to duly execute and deliver to us such instruments and documents as we may reasonably request to perfect and confirm the lien, security interest, right of set off, recoupment and subordination set forth in this Agreement. 11.4.2. To the extent funds are held in a separate Fieserve Account, the Reserve Account shall be subject to (i) Service rs' security interest pursuant to this subsection 11.4, and (ii) an account control agreement (as defined by the applicable sections of the Uniform Commercial Code, hereinafter referred to as "Control Agreement") among you, the institution at which the Reserve Account is held (such institution hereinafter referred to as"Settlement Account Bank") and Servicers (such investment account hereinafter referred to as the "Control Account").The Control Agreement shall be in form and substance satisfactory to Service rs.The Settlement Account Bank shall be a national bank which is mutually acceptable to you and Service rs. 11.4.3. For sake of clarification and notwithstanding anything in the Agreement to the contrary, in the event Service rs deduct, hold back, suspend, off set or set off (collectively "Set Off Funds") any settlement monies or amounts otherwise due you pursuant to the terms of this Agreement, you acknowledge that such Set Off Funds will be held in a commingled Reserve Account(s) of Servicers unless such Set Off Funds are wired or deposited by Servicers into any Control Account, pursuant to a Control Agreement in which case Servicers will transfer Set Off Funds from their commingled Reserve Account(s) to the Control Account as soon as practicable using commercially reasonable efforts. 11.4.4. If in replacement of or in addition to the first priority lien and security interest in the Reserve Account, you grant to Servicers a first priority lien and security interest in and to one or more certificates of deposit, the certificates of deposit shall be uncertificated and shall be subject to an Acknowledgement of Pledge of Certificate of Deposit and Control Agreement (the "Certificate of Deposit Control Agreement") by, between and among Customers, Servicers and the financial institution that has established and issued the certificate of deposit. The form of the Certificate of Deposit Control Agreement and the financial institution that will establish and issue the certificate of deposit shall be satisfactory and acceptable to Servicers. , 11/2, Ecnancial ana C>t:Fier Information "' 7"' "" ~--- 12.1. Upon request, you will provide us and our Affiliates, quarterly financial statements within 45 days after the end of each fiscal quarter and annual audited financial statements within 90 days after the end of each fiscal year. Such financial statements shall be prepared in accordance with generally accepted accounting principles. You will also provide such other financial statements and other information concerning your business and your compliance with the terms and provisions of this Agreement as we may reasonably request.You authorize us and our Affiliates to obtain from third parties financial and credit information relating to you in connection with our determination whether to accept this Agreement and our continuing evaluation of your financial and credit status. We may also access and use information which you have provided to Bank for any other reason. Upon request, you shall provide, and/or cause to be provided, to us and our Affiliates, or our representatives or regulators (as well as those of the Card Organizations) reasonable access to your or your providers'facilities and records for the purpose of performing any inspection and/or copying of your books and/or records deemed appropriate. In such event, you shall pay the costs incurred by us or our Affiliates for such inspection, including, but not limited to, costs incurred for airfare and hotel accommodations. Section 12.1 shall not be in force as long as you maintain a commercial lending relationship with Wells Fargo Bank, N.A. and Wells Fargo Bank, N.A. is permitted to disclose your financial statements to Wells Fargo Merchant Services upon request. In the event you terminate your commercial lending relationship with Wells Fargo Bank, N.A., you shall be obligated to satisfy the requirements of this Section 12.1. 12.2. You will provide us with written notice of any judgment, writ, warrant of attachment,execution or levy against any substantial part (25% or more in value) of your total assets not later than three (3) days after you become aware of same. 13.1. You agree to indemnify and hold us and the Card Organizations harmless WFB1707GOV REVOO (7 /14) 13 from and against all losses, liabilities, damages and expenses: (a) resulting from the inaccuracy or untruthfulness of any representation or warranty, breach of any covenant or agreement or any misrepresentation by you under this Agreement; (b) arising out of your or your employees' or your agents' negligence or willful misconduct, in connection with Card transactions or otherwise arising from your provision of goods and services to Cardholders; (c) arising out of your use of the Services; or (d) arising out of any third party indemnifications we are obligated to make as a result of your actions (including indemnification of any Card Organization or Issuer). 13.2. We agree to indemnify and hold you harmless from and against all losses, liabilities, damages and expenses resulting from any breach of any warranty, covenant or agreement or any misrepresentation by us under this Agreement or arising out of our or our employees' gross negligence or willful misconduct in connection with this Agreement; provided that this indemnity obligation shall not apply to Bank with respect to Non-Bank Services. 14.1. Non-Bank Card transactions are provided to you by Processor and not by Bank and include transactions made using Discover and American Express Card types. Services provided, transactions processed and other matters contemplated under this Section 14 are subject to the rest of the Agreement, as applicable, except to the extent the terms of this Section 14 directly conflict with another provision of this Agreement, in which case the terms of this Section 14 will control; provided, however, that (i) Bank is not a party to this Agreement insofar as it relates to Non-Bank Card services, and Bank is not liable to you in any way with respect to such Services and (ii) you agree to pay Processor any per item processing, authorization and other fees described in the application for any non-acquired transaction services you receive from Processor. For the purposes of this section, the words "we,""our" and "us" refer only to Processor and not to the Bank. You authorize us to share information from your Application with American Express any other Non-Bank Card Organization. 14.2. You understand that if, based upon your anticipated Card transaction volume you do not qualify for our full service program but have otherwise been approved for accepting American Express transactions, then (a) your authorizations will be obtained from and funded by American Express, (b) American Express will provide you with its own agreement that governs those transactions,and (c) you understand and agree that (i) we are not responsible and assume absolutely no liability with regard to any such transactions, including but not limited to the funding and settlement of American Express transactions, and (ii) American Express will charge additional fees for the services they provide. If, based on your anticipated Card transaction volume, you do qualify for our full service program, then your acceptance of American Express will be governed exclusively by this Agreement. 14.3. If you accept JCB, Diners Club International, UnionPay, BCcard, and Dinacard cards, you agree to be bound by the Discover provisions of this Agreement. You also acknowledge and agree that JCB, Diners Club International, UnionPay, BCcard, and Dina card transactions will be processed under and will be subject to Discover Card Organization Rules. The special provisions outlined in this Section 15 apply only to those Debit Card transactions that are processed by a Cardholder entering a PIN unless the transaction is a debit network supported PINless Transaction. The Services provided, transactions processed and other matters contemplated under this Section 15 are subject to the rest of this Agreement, as applicable, except to the extent the terms of this Section 15 directly conflict with another provision of this Agreement, in which case the terms of this Section 15 will control. 15.1. Debit Card Acceptance. Most, but not all, Debit Cards can be accepted at the point of sale at participating locations. Examine the back of the Debit Card to determine if the Card participates in a network that you are authorized to accept. The Network mark(s) will usually be printed on the back of the Card. If the Debit Card is valid and issued by a participating network, you must comply with the following general requirements for all participating networks, in addition to any specific requirements of the network. You must honor all valid Debit Cards when presented that bear authorized network marks. You must treat transactions by Cardholders from all Issuers in the same February 13, 2018 Item #6 Page 72 of 232 manner. You may not establish a minimum or maximum transaction amount for Debit Card acceptance. You may process cash back or store credit on PIN Debit Cards on a merchandise return according to your store policy. You may not require additional information, beside the Personal Identification Number, for the completion of the transaction unless the circumstances appear suspicious. A signature is not required for Debit Card transactions. You shall not disclose transaction related information to any party other than your agent,a network, or issuing institution and then only for the purpose of settlement or error resolution. You may not process a Credit Card transaction in order to provide a refund on a Debit Card transaction. 15.2. Transaction Processing. The following general requirements apply to all Debit Card transactions. All Debit Card transactions must be authorized and processed electronically. There is no Voice Authorization or Imprinter procedure for Debit Card transactions. You may not complete a Debit Card transaction that has not been authorized. The Card holder should be instructed to contact the Issuer to find out why a transaction received a Referral or decline response. If you cannot obtain an authorization at the time of sale, you should request another form of payment from the customer or process the transaction as a Store and Forward or Resubmission, in which case you assume the risk that the transaction fails to authorize or otherwise declines. The Cardholder should be instructed to contact the Issuing Bank to find out why a transaction has been declined. Unless the transaction is a network supported PIN less Transaction you may not complete a Debit Card transaction without entry of the Personal Identification Number (PIN) by the Cardholder. The PIN must be entered into the PIN pad only by the Cardholder.You cannot accept the PIN from the Cardholder verbally or in written form. The PIN Debit Network used to process your transaction will depend upon, among other things, our own business considerations, the availability of the PIN Debit network at the time of the transaction and whether a particular PIN Debit Card is enabled for a particular Debit network.The PIN Debit network utilized to route your transaction may or may not be the lowest cost network available. We may, in our sole discretion (i) utilize any PIN Debit network available to us for a given transaction (including a PIN Debit network affiliated with Processor) and (ii) add and/or remove PIN Debit networks available to you based on a variety of factors including availability, features, functionality and our own business considerations. You must issue a receipt to the Cardholder upon successful completion of a transaction and effect PAN Truncation on it. You may not manually enterthe account number.The account number must be read electronically from the Magnetic Stripe. If the Magnetic Stripe is unreadable, you must request another form of payment from the customer. Any applicable tax must be included in the total transaction amount for which authorization is requested.Tax may not be collected separately in cash. YOU ARE RESPONSIBLE TO SECURE YOUR TERMINALS AND TO INSTITUTE APPROPRIATE CONTROLS TO PREVENT EMPLOYEES OR OTHERS FROM SUBMITTING REFUNDS AND VOIDS THAT DO NOT REFLECT BONA FIDE RETURNS OR REIMBURSEMENTS OF PRIOR TRANSACTIONS. 15.3. Cash Back From Purchase. You have the option of offering cash back to your customers when they make a PIN Debit Card purchase, if cash back is supported by the PIN Debit Network associated with the PIN Debit Card presented by your customer. You may set a minimum and maximum amount of cash back that you will allow. If you are not now offering this service, your terminal may require additional programming to begin offering cash back. 15.4. Settlement. Within one Business Day of the original transaction, you must balance each location to the system for each Business Day that each location is open. 15.5. Adjustments. An adjustment is a transaction that is initiated to correct a Debit Card transaction that has been processed in error. You will be responsible for all applicable adjustment fees that may be charged by a Debit Card network. Some networks may have established minimum amounts for adjustments. There are several reasons for adjustments being initiated: WFB1707GOV REVOO (7 /14) The Cardholder was charged an incorrect amount, either too little or too much. The Cardholder was charged more than once for the same transaction. A processing error may have occurred that caused the Cardholder to be charged even though the transaction did not complete normally at the point of sale. All parties involved in processing adjustments are regulated by time frames that are specified in the operating rules of the applicable Debit Card network, The Electronic Funds Transfer Act, Regulation E, and other applicable law. If you elect to purchase the Wireless Services from us, then the following terms and conditions of this Section 17, referred to as the"Wireless Services Terms," shall apply. THE WIRELESS SERVICES ARE BEING SOLD TO YOU FOR USE IN BUSINESS AND ARE NOT BEING SOLD TO YOU FOR HOUSEHOLD OR PERSONAL USE. Sale of Wireless Services is made by Processor and not the Bank.The Services provided, transactions processed and other matters contemplated under this Section 17 are subject to the rest of this Agreement, as applicable, except to the extent the terms of this Section 17 directly conflict with another section of this Agreement, in which case the terms of this Section 17 will control; provided, however, that Bank is not a party to this Agreement insofar as it relates to Wireless Services,and Bank is not liable to you in any way with respectto such services. For the purposes of this section, the words "we,""our" and "us" refer only to the Processor and not to the Bank. Through one or more third party vendors ("Wireless Vendor(s)") selected by us in our sole discretion, we have acquired the right to resell certain wireless data communication services that use radio base stations and switching offered by certain cellular telephone and data networks throughout the country (the "Wireless Networks") in order to allow you to capture and transmit to Processor and Bank certain wireless Card Authorization transactions or to transmit other communications to our system ("Wireless Services"). If you elect to purchase voice and/or data services directly from a third party provider for use with the Wireless Equipment as permitted by Processor, you acknowledge and agree that this Agreement does not address or govern those voice and/or data services or your relationship with that third party provider,and Servicers are in no way responsible for providing, maintaining, servicing or supporting such third party voice and/or data services. 17 .1. Purchase of Wireless Services. The prices that you will pay for the Wireless Services are set forth on the Application. In connection with your purchase of Wireless Services, you will receive access to a certain Wireless Network(s). Licenses. You agree to obtain any and all licenses, permits or other authorizations required by the Federal Communications Commission ("FCC") or any other regulatory authority, if any, for the lawful operation of Wireless Equipment used by you in connection with your receipt of Wireless Services. You will promptly provide us with all such information as we may reasonably request with respect to matters relating to the rules and regulations of the FCC. Wireless Equipment. You agree that in order to access the Wireless Services, you must use wireless POS Terminals and accessories approved for use with the Wireless Services by Processor from time to time in its sole discretion (the "Wireless Equipment"). If Wireless Equipment is purchased by you from us as indicated on the Application, then the terms of this Agreement, including without limitation Section 18 of this Agreement, apply to your use of such Wireless Equipment. 14 Improvements I General Administration. We and the Wireless Vendor(s) reserve the right to make changes, from time to time, in the configuration of the Wireless Services, Wireless Networks, Wireless Equipment, Wireless Software, rules of operation, accessibility periods, identification procedures, type and location of equipment,allocation and quantity of resources utilized, programming languages, administrative and operational algorithms and designation of the control center serving you at the particular address. In addition, we reserve the right to schedule, from time to time, interruptions of service for maintenance activities. Suspension of Wireless Services. We or a Wireless Network may suspend the Wireless Services to: (a) prevent damages to, or degradation of, our or a Wireless Network's network integrity that may be caused by a third party; (b) February 13, 2018 Item #6 Page 73 of 232 comply with any law, regulation, court order or other governmental request which requires immediate action; or (c) otherwise protect us or a Wireless Network from potential legal liability.To the extent commercially reasonable, we shall give notice to you before suspending the Wireless Services to you. If not commercially reasonable to give prior notice, we will give notice to you as soon as commercially practicable thereafter. Availability of the Wireless Services may vary due to events beyond the control of us or our Wireless Vendors. In the event of a suspension of the Wireless Services, we or the applicable Wireless Vendor will promptly restore the Wireless Services after the event giving rise to the suspension has been resolved. 17 .2. Software Licenses. Processor hereby grants to you a non-exclusive, non- transferable, revocable limited sublicense to use any wireless software (including any documentation relating to or describing the wireless software) downloaded by you or your designee from Processor's systems onto the Wireless Equipment in connection with your purchase and use of the Wireless Services in accordance with the terms of this Agreement, including this Section 17 and Section 18 ("Wireless Software"). Anything in this Agreement to the contrary notwith- standing, we or certain third parties retain all ownership and copyright interest in and to all Wireless Software, related documentation, technology, know-how and processes embodied in or provided in connection with the Wireless Software,and you shall have only a nonexclusive, non-transferable license to use the Wireless Software in your operation of the Wireless Equipment for the purposes set forth in this Agreement. Nothing in this Agreement confers any title or ownership of any such Wireless Software to you or shall be construed as a sale of any rights in any such Wireless Software to you.You agree to accept,agree to and be bound by all applicable terms and conditions of use and other license terms applicable to such Wireless Software. You shall not reverse engineer, disassemble or decompile the Wireless Software. You shall not give any Person access to the Wireless Software without our prior written con sent. Your obligations under this Section 17.2 shall survive the termination of this Agreement. You acknowledge that the only right you obtain to the Wireless Software is the right to use the Wireless Software in accordance with the terms in this Section. 17.3. Limitation on Liability. We shall have no liability for any warranties by any party with respect to uninterrupted Wireless Services,as set forth in Section 17.10, orfor any Person's unauthorized access to Client's data transmitted through either the Wireless Equipment or Wireless Services (including the Wireless software), or Wireless Networks, regardless of the form of action (whether in contract, tort (including negligence), strict liability or otherwise). The foregoing notwith- standing, for any other liability arising out of or in any way connected with these Wireless Services Terms, including liability resulting solely from loss or damage caused by partial or total failure,delay or nonperformance of the Wireless Services or relating to or arising from your use of or inability to use the Wireless Services, Processor's, Bank's, and Wireless Vendor(s)' liability shall be limited to your direct damages, if any, and, in any event, shall not exceed the lesser of the amount paid by you for the particular Wireless Services during any period of failure, delay, or nonperformance of the Wireless Services or $50,000.00.ln no event shall Servicers, Wireless Vendor(s) or our respective Affiliates be liable for any indirect incidental, special consequential or punitive damages.The remedies available to you under these Wireless Services Terms will be your sole and exclusive remedies with respect to the Wireless Services. 17.4. Indemnification. In addition to any other indemnifications as set forth in this Agreement, you will indemnify and hold Service rs, Wireless Vendor( s) and us and our respective officers,directors,employees,and Affiliates harmless from and against any and all losses, claims, liabilities, damages, costs or expenses arising from or related to: (a) the purchase, delivery, acceptance, rejection, ownership, possession, use condition, liens against, or return of the Wireless Equipment or the Wireless Equipment (including the Wireless Software), as applicable; (b) your negligent acts or omissions; (c) any breach by you of any of your obligations under this Section 17; or (d) any Person's unauthorized access to Client's data and/or unauthorized financial activity occurring on your Merchant Account Number hereunder, except to the extent any losses, liabilities, damages or expenses result from our gross negligence or willful misconduct. 17 .5. Confidentiality. All information or materials which could reasonably be considered confidential or competitively sensitive that you access from or relate to either Wireless Vendor(s) or Servicers related to the subject matter of these Wireless Services Terms will be considered confidential information. You will safeguard our confidential information with at least the same degree of care and WFB1707GOV REVOO (7/14) 15 security that you use for your confidential information, but not less than reasonable care. 17 .6. Termination. In addition to any other provision in this Agreement, the Wireless Services being provided under this Section 17 may terminate: a) Immediately upon termination of the agreement between us (or our Affiliates) and Wireless Vendor(s), provided that we will notify you promptly upon our notice or knowledge of termination of such agreement, provided further that if Wireless Vendor(s) loses its authority to operate less than all of the Wireless Services or if the suspension of any authority or non-renewal of any license relates to less than all of the Wireless Services, then these Wireless Services Terms will terminate only as to the portion of the Wireless Services affected by such loss of authority, suspension or non-renewal; or b) Immediately if either we or our Affiliates or Wireless Vendor(s) are prevented from providing the Wireless Services by any law, regulation, requirement, ruling or notice issued in any form whatsoever by judicial or governmental authority (including without limitation the FCC). 17.7. Effect of Termination. Upon termination of these Wireless Services Terms for any reason, you will immediately pay to us all fees due and owing to us hereunder. If these Wireless Services Terms terminate due to a termination of the agreement between us or our Affiliates and Wireless Vendor(s), then we may, in our sole discretion, continue to provide the Wireless Services through Wireless Vendor(s) to you for a period of time to be determined as long as you continue to make timely payment of fees due under these Wireless Services Terms. 17.8. Third Party Beneficiaries. Wireless Vendor(s) are third party beneficiaries of these Wireless Services Terms and may enforce its provisions as if a party hereto. 17.9. Other Applicable Provisions. You also agree to be bound by all other terms and conditions of this Agreement. 17 .10. Disclaimer. Wireless Services use radio transmissions, so Wireless Services can't be provided unless your Wireless Equipment is in the range of one of the available Wireless Networks' transmission sites and there is sufficient network capacity available at that moment.There are places, particularly in remote areas, with no service at all. Weather, topography, buildings, your Wireless Equipment, and other conditions that we do not control may also cause failed transmissions or other problems. PROCESSOR, BANK, AND WIRELESS VENDOR(S) DISCLAIM ALL REPRESENTATIONS AND WARRANTIES RELATING TO WIRELESS SERVICES. WE CANNOT PROMISE UNINTERRUPTED OR ERROR FREE WIRELESS SERVICE AND DO NOT AUTHORIZE ANYONE TO MAKE ANY WARRANTIES ON OUR BEHALF. This Section 18 governs any equipment that is rented to you on a month to month basis or that is sold to you by Processor under the Merchant Processing Application, subsequent purchase or rental agreements and/or other documentation provided in connection with the purchase or rental of Equipment ("Equipment Documents"). Equipment rented to or purchased by you under the Equipment Documents is referred to in this Section 18 as the "Equipment."THE EQUIPMENT IS BEING SOLD TO YOU FOR USE IN YOUR BUSINESS AND IS NOT BEING SOLD OR RENTED TO YOU FOR HOUSEHOLD OR PERSONAL USE.Sales and rentals of equipment are made by Processor. The Services provided, Equipment, Equipment Documents and other matters contemplated under this Section 18 are subject to the rest of the Agreement as, applicable except to the extent the terms of this Section 18 directly conflict with any other provision of the Agreement , in which case the terms of this Section 18 will control; provided, however, that Bank is not a party to this Agreement insofar as it relates to sales and rental of Equipment and Bank is not liable to you in any way with respect to such services. For purposes of this section the words "we,""our," and "us" refer only to Processor and not to Bank. Warranties, if any, for the Equipment or any related Software originate from the applicable third party provider or manufacturer ("Vendor"). Materials or documents, if any, setting forth warranty terms, conditions, exceptions, exclusions and disclaimers will be contained within the packaging shipped from the Vendor. We or third parties designated by us will only provide help desk support for Equipment purchased or rented from us under the Equipment Documents, and we will not provide any such support or related services for any other products or equipment. YOU ACKNOWLEDGE THAT THE EQUIPMENT AND/OR SOFTWARE YOU PURCHASED OR RENT FROM US OR SUBSEQUENTLY PURCHASE OR RENT FROM US, MAY NOT BE COMPATIBLE WITH ANY OTHER PROCESSOR'S SYSTEMS. WE DO NOT HAVE ANY OBLIGATION TO MAKE SUCH SOFTWARE AND/OR EQUIPMENT COMPATIBLE WITH ANY OTHER PROCESSING SYSTEMS. IN THE EVENTTHATYOU February 13, 2018 Item #6 Page 74 of 232 ELECT TO USE ANOTHER PROCESSING SERVICE PROVIDER UPON THE TERM- INATION OF THIS AGREEMENT,YOU ACKNOWLEDGETHATYOU MAY NOT BE ABLE TO USE THE EQUIPMENT AND/OR SOFTWARE RENTED OR PURCHASED UNDER THIS AGREEMENT. 18.1. Purchased Equipment; Supplies. We will sell to you, and you will buy from us the Equipment identified in the Equipment Documents throughout the term of this Agreement as being purchased by you (individually and collectively the"Purchased Equipment"), free and clear of all liens and encumbrances (subject to Section 18.7), except that any "Software" (as defined in Section 18.8) will not be sold to you outright but instead will be provided to you pursuant to, and subject to the conditions of Section 18.8 of this Agreement. You shall pay the purchase price specified for the Purchased Equipment and the related software license(s), including all applicable tax and shipping and handling charges, prior to the effective date of this Agreement or at our option, such amounts will be collected by us by debits or deductions pursuant to Section 18.5. We will provide you supplies as requested by you from time to time. You shall pay the purchase price for such supplies, plus shipping and handling charges, including all applicable tax, prior to delivery of the supplies or upon invoice,as specified by us, or at our option, such amounts will be collected by us by debits or deductions pursuant to Section 18.5. (Maintenance and repair of merchant-owned equipment is your responsibility). Should your terminal become inoperable, we can provide you with equipment at a monthly rental fee. There will also be a nominal shipping and handling fee. For such rental equipment contact the POS Help Desk.) 18.2. Rental Equipment. We agree to rent to you and you agree to accept and rent from us the Equipment identified in the Equipment Documents as being rented to you (individually and collectivelythe"Rental Equipment"),according to the terms and conditions of this Section 18. In addition, any Equipment ordered by and rented to you during the term of this Agreement shall constitute Rental Equipment and be governed by the terms of this Section 18. 18.3. Effective Date and Term of Section 18. This Section 18 shall become effective on the first date you receive any piece of Equipment covered by this Section 18.This Section 18 will remain in effect until all of your obligations and all of our obligations under this Agreement have been satisfied. We will deliver the Equipment to the site designated by you.You shall be deemed to have accepted each piece of Equipment at the earlier of: (a) your actual acceptance after installation, (b) delivery to you if your site is not prepared and ready for installation or (c) for Equipment that we have not agreed to install for you,seven (7) days after shipment of each such piece of Equipment.The rental period with respect to each piece of Equipment shall commence on the date such Equipment is deemed accepted and shall terminate at the scheduled termination date (but not upon any early termination) of this Agreement and/or any other agreement then in effect with us for Card services.The provisions of this Section 18 shall survive the termination or expiration of this Agreement and continue until all Rental Equipment is returned or paid for. 18.4. Site Preparation; Installation & Maintenance. You will prepare the installation site(s) for the Equipment, including but not limited to the power supply circuits and phone lines, in conformance with the manufacturer's and our specifications and will make the site(s) available to us by the confirmed shipping date.You will supportthe installation in accordance with our requirements. Upon request, you must allow us (or our agents) reasonable access to the premises where authorization terminals or other communications equipment (e.g., printers) are or will be located. Any alterations required for installation of authorization terminal(s) or other communications equipment will be done at your expense. Only we or our agents can alter or modify authorization terminal(s) or other communications Equipment owned by us. If a terminal or printer appears to be defective, you must immediately call the POS Help Desk. You are responsible for safeguarding authorization terminals or other Equipment from loss, damage, unauthorized use, misuse or theft. We should be notified immediately regarding any damage to or loss of communications equipment. If necessary, we will assist you in obtaining replacement Equipment. If you fail to return any defective Equipment, you may be responsible for its replacement value and for any legal and/or collection costs incurred by the Equipment owner in connection with recovering Equipment. WFB1707GOV REVOO (7 /14) 16 You are responsible for keeping all communication Equipment free of any claims, liens and legal processes initiated by creditors. Equipment may not be subleased at any time. The cost of comparable new Equipment,as well as any associated legal and/or collection costs incurred by us or the owner of the Equipment, will be assessed to you for each piece of equipment not returned upon termination of the Agreement by either party, or upon request for the return of the Equipment for any reason. You may not relocate, remove, disconnect, modify or in any way alter any Equipment used in connection with the services we are providing to you without first obtaining our permission. You must provide us with thirty (30) days prior written notice to request the relocation of any Equipment. Should you require additional Equipment, you must contact Relationship Management or Customer Service (there may be additional costs or fees charged to you in connection with any new Equipment ordered, including download fees). 18.5. Payment of Amounts Due. a) You agree to pay the monthly rental charge specified in the Equipment Documents which shall be due and payable on the first day of each month of the rental period for each piece of Rental Equipment, except that the first payment of the monthly rental charge for each piece of Rental Equipment shall be due and payable upon acceptance of such Equipment by you at the location designated in the Equipment Documents or,upon delivery if the site is not prepared for installation (as provided in Section 18.3). The monthly rental charge for fractions of a calendar month shall be prorated based on a thirty (30) day month. b) You hereby authorize us to collect all amounts due from you under this Section 18 by initiating debit entries for such amounts to your account designated pursuant to the Merchant Agreement to be debited and credited for amounts due from and to the Settlement Account or by deducting such amounts from amounts due to you from TeleCheck or Servicers. c) In addition to the purchase price or monthly rental charge due hereunder, you shall pay, or reimburse us for,amounts equal to any taxes, levies, shipping fees, duties or assessments, however designated, levied or based on such charges, or on this Agreement or the Equipment and related supplies or any services, use or activities hereunder, including without limitation, state and local sales, use, property, privilege and excise taxes, exclusive, however, of taxes based on our net income. d) Separate charges will apply for supplies; they are not included in monthly rental charges. 18.6. Use and Return of Equipment; Insurance. a) You shall cause the Equipment to be operated by competent and qualified personnel in accordance with any operating instructions furnished by us or the manufacturer and in connection with the Services You shall not use the Equipment, or permit the Equipment to be used, in any manner or for any purpose for which the Equipment is not designed or reasonably suited. b) You shall not permit any physical alteration or modification of the Equipment without our prior written consent. c) You shall not change the installation site of the Equipment without our prior written consent, which consent we will not unreasonably withhold. d) You shall not assign your rights or obligations under this Agreement, or pledge, lend, create a security interest in, directly or indirectly create, incur, assume or allow to exist any other consensually or judicially imposed liens or encumbrances on, or part with possession of, or sublease the Rental Equipment to any other person, firm or organization without our prior written consent. Any such assignment, delegation, sublease, pledge, security interest or lien in the absence of such consent shall be void. e) You shall comply with all governmental laws, rules and regulations relating to the use of the Equipment. You are also responsible for obtaining all legally required permits for the Equipment. f) We or our representatives may, at any time, enter your premises for purposes of inspecting, examining or repairing the Equipment. g) Promptly upon termination of all applicable rental periods or promptly following any action by us pursuant to Section 18.1 l(b). you shall deliver possession of the Rental Equipment (including all attachments and parts) to us at your cost in the same operating order, repair, condition and appearance that the Rental Equipment had at the time of its delivery to you, reasonable February 13, 2018 Item #6 Page 75 of 232 wear and tear excepted. h) For each item of Rental Equipment that you fail to return to us at your cost in the same operating order, repair, condition and appearance that it had at the time of delivery to you, reasonable wear and tear excepted, by the 10th Business Day after (i) termination of the applicable rental period, or (ii) any action by us pursuant to Section 18.11 (b), you agree to pay us the greater of $250 or the fair market value of such item of Equipment if it were in the condition described above,as determined by us.We may collect such amounts in the manner provided in Section 18.5 and to the extent we are unable to do so, you agree to pay us the amounts owed promptly. i) Except for Purchased Equipment that has been paid for in full, the Equipment shall remain our personal property and shall not under any circumstances be considered to be a fixture affixed to your real estate. You shall permit us to affi)( suitable labels or stencils to the Equipment indicating our ownership. j) You shall keep the Rental Equipment adequately insured against loss by fire, theft and all other hazards (comprehensive coverage). The loss, destruction, theft of or damage to the Rental Equipment shall not relieve you from your obligation to pay the full purchase price or rent payable hereunder. k) Except for Purchased Equipment that has been paid in full, the Equipment shall be kept at the address indicated in the Equipment Documents and shall not be removed from there without our prior written consent (except where normal use of the Equipment requires temporary removal). I) In order to return equipment,you should: Call Customer Service for the address of the location to send the equipment. The following information must be included within the shipping box: 1. Client name, complete address and phone number. 2. Name of person to contact if there are any questions. 3. Your Merchant Account Number. 4. Serial number of the terminal (found on the underside of the terminal). Please maintain proof of delivery documents for your records, and the serial number from the bottom of the terminal. Rental fees may be continued until equipment is returned. Payment acquisition and processing equipment and software sourced from Servicers or from a third party, is subject to obsolescence due to factors such as inability to accommodate required security and functional updates or due to model discontinuation by the manufacturer and unavailability of spare parts. Client acknowledges and understands that obsolete point of sale equipment will need to be replaced by non-obsolete and compliant point of sale equipment in the event of equipment failure, or as requested by Servicers to bring the Client into compliance with card network mandates and regulations. Client will be responsible for any costs associated with upgrading to non-obsolete and compliant equipment. 18.7. Security Interest; Financing Statements. You hereby grant to us a security interest in (a) all Purchased Equipment and the related Software to secure payment of the purchase price, and (b) all Rental Equipment and the related Software to secure payment of the monthly payments therefore and authorize us to file financing statements with respect to the Equipment and the Software in accordance with the Uniform Commercial Code, signed only by us or signed by us as your attorney-in-fact. 18.8. Software License. Anything in this Agreement to the contrary notwithstanding, we or certain parties retain all ownership and copyright interest in and to all software, computer programs, related documentation, technology, know-how and processes embodied in or provided in connection with the Equipment (collectively"Software"),and you shall have only a nonexclusive, non- transferable, revocable license to use the Software in your operation of the Equipment for purposes set forth in this Agreement. Nothing in this Agreement confers any title or ownership of any such Software to you or shall be construed as a sale of any rights in any such Software to you. You agree to accept, agree to and be bound by all applicable terms and conditions of use and other license terms applicable to such Software.You shall not reverse engineer,disassemble or decompile the Software.You shall not give any third party access to the Software without our prior written consent. Your obligations under this Section 18.8 shall survive the termination of this Equipment Agreement. 18.9. Limitation on Liability. Notwithstanding any provision of this Agreement to the contrary and in addition to the limitations and disclaimers set forth in Section 7 of this Agreement (including without limitation the disclaimers in WFB1707GOV REVOO (7 /14) 17 Section 7.2 of this Agreement), our liability arising out of or in any way connected with the Equipment or related software shall not exceed the purchase price or prior twelve month's rent, as applicable, paid to us for the particular Equipment involved. 18.10.lndemnification. You shall indemnify and hold us harmless from and against any and all losses, liabilities, damages and expenses, resulting from (al the purchase, delivery, installation, acceptance, rejection, ownership, leasing, possession, use, operation, condition, liens against, or return of the Equipment, or (b) any breach by you of any of your obligations hereunder, except to the extent any losses, liabilities, damages or expenses result from our gross negligence or willful misconduct. In addition to your other obligations hereunder, You acknowledge and agree that the "use" and "operation" of the Equipment for which you will indemnify and hold us harm less shall include, but not be limited to, You loading additional software onto Equipment or using such software, or using Equipment or Software to access the Internet. 18.11. Default; Remedies. a) If any debit of your Settlement Account initiated by us for rent and/or other charges due hereunder is rejected when due, or if you otherwise fail to pay us any amounts due hereunder when due, or if you default in any material respect in the performance or observance of any obligation or provision in this Section 18, or if any other default occurs under this Agreement, any such event shall be a default hereunder. b) Upon the occurrence of any Event of Default, we may at our option, effective immediately without notice, either: (i) terminate the period of rental and our future obligations under this Section 18, repossess the Equipment and proceed in any lawful manner against you for collection of all charges that have accrued and are due and payable, in which case this Section 18 shall terminate as soon as your obligations to us are satisfied, or (ii) accelerate and declare immediately due and payable all monthly rental charges for the remainder of the applicable rental period and proceed in any lawful manner to obtain satisfaction of the same. 20. Special proii'isions~ Regarcling ~ iTii:ansA:rm~or®)~ervh::es , If you elect to utilize the TransArmor Service, the following additional terms and conditions of this Section 20 shall apply. The TransArmor Service is provided to you by Processor and not Bank. Bank is not a party to this Agreement insofar as it applies to the TransArmor Service,and Bank is not liable to you in any way with respect to such services. For the purposes of this section, the words "we,""our" and "us" refer only to the Processor and not the Bank. The TransArmor Service provided, transactions processed and other matters contemplated under this Section 20 are subject to the rest of this Agreement, as applicable, except to the extent the terms of this Section 20 directly conflict with another provision of this Agreement, in which case the terms of this Section 20 will control. 20.1. Definitions. Capitalized terms used herein in this Section 20 shall have the meanings given to such terms as set forth in this Section or as defined in the Glossary or elsewhere in this Agreement. "Legacy Data Conversion" means that process by which historical information containing primary account Numbers (PAN) from transactions completed by you prior to implementation of TransArmor will be converted to information containing a Token. "Multi-Pay Token" shall mean your specific alpha-numeric value that is: (i) randomly generated when a Card number is requested to be registered by you as your specific Token upon receipt of Cardholder approval to register the Card number; (ii) becomes associated with you and the Card within Processor and its Affiliates' systems; (iii) can be stored by you in your systems in lieu of the Card number to represent the Card number; (iv) can be used to initiate authorization processing for Cardholder-initiated or recurring payments; (v) may be retrieved by Processor or its Affiliates within their systems in connection with processing future transactions involving the same Card number or registered Token when submitted by you for authorization processing; and (vi) is returned to you from Processor or its Affiliates' systems as part of the Register PAN Response and/or February 13, 2018 Item #6 Page 76 of 232 authorization response. "Registered PAN Response" is defined as the registration of a specific Card number (i.e., PAN) for purposes of associating that PAN with a specific Token. "Token" means an alpha-numeric value that: (i) is randomly generated when a Card number used in a transaction is initially submitted by you for authorization processing; (ii) becomes associated with the Card within Processor and its Affiliates' systems; (iii) may be retrieved by Processor or its Affiliates within their systems in connection with processing future transactions involving the same Card number when submitted by you for authorization processing; and (iv) is returned to you from Processor or its Affiliates' systems as part of the authorization response. "Token Request" shall mean your request to obtain a Multi-Pay Token for credit card information only (i.e., without an immediate authorization required), which permits you to store a Multi-Pay Token for future transactions involving the Cardholder. "TransArmor Service" means those services described in Section 20.3 and may be either TransArmor VeriFone Edition Service or TransArmor RSA Service as selected by you. 20.2. Grant of License. Processor grants to you a non-transferable, non- assignable, non-exclusive, revocable sub-license during the term of this Section 20 to use the TransArmor Service and the TransArmor Service Marks (as identified in the TransArmor Rules and Procedures) in the United States in accordance with this Section 20, including without limitation the TransArmor Rules and Procedures. Any rights with respect to the TransArmor Service not expressly granted by Processor in this Section 20 are deemed withheld. 20.3. Services. The TransArmor Service applies only to Card transactions sent from you to us for authorization and interchange settlement pursuant to the Agreement, and specifically excludes electronic check transactions,, closed-loop gift card transactions, STAR contactless transactions read in contactless mode, Wright Express transactions, Voyager transactions, and other Card types that are not capable of being tokenized. Processor and Client may agree to include additional transaction types in the TransArmor Service when made available by Processor. Processor will provide an encryption key or other encryption capability to you to be used to encrypt (make unreadable) Card data during transport of the authorization request from your point of sale to Processor's systems. During the period when the transaction is being transmitted to Processor for authorization processing, all historical transaction data, including Card number and full magnetic stripe data (track data and expiration date), will be encrypted. Processor will then generate or retrieve a unique, randomly generated Token or Multi-Pay Token assigned to the Card number that will be returned to you in the authorization response. You must select one of the two options for the TransArmor Service as indicated on the Merchant Processing Application: TransArmor VeriFone Edition Service. This service option is limited to those clients which have an eligible VeriFone point of sale ("POS") devices and desire the software or hardware based encryption and tokenization to be activated through the VeriFone device. TransArmor RSA Service. This service option provides software based encryption and tokenization that is available to all clients to integrate into their POS or the point of sale device, if available or supported. 20.4. Responsibilities of Client. You are responsible to comply with the following regarding your use of the TransArmor Service: a) You are required to comply with the Card Organization Rules, including taking all steps required to comply with the Payment Card Industry Data Security Standards (PCI DSS).You must ensure that all third parties and software use by you in connection with your payment card processing are compliant with PCI DSS. Use of the TransArmor Service will not, on its own, cause you to be compliant with, or eliminate your obligation to comply with PCI DSS or any other Card Organization Rule. You must demonstrate and maintain your current PCI DSS compliance certification. Compliance must be validated: (i) either (A) by a Qualified Security Assessor (QSA) with corresponding Report on Compliance (ROC) or (B) by successful completion of the applicable PCI DSS Self-Assessment Questionnaire (SAQ) or Report on Compliance (ROC),and (ii) if applicable to your business, by passing quarterly network scans performed by an Approved Scan Vendor, all in accordance with Card Organization Rules and PCI DSS. b) Use of the TransArmor Service is not a guarantee against an unauthorized breach of your point of sale systems or any facility where you process and/or store transaction data (collectively,"Merchant Systems"). WFB1707GOV REVOO (7/14) c) You must deploy the TransArmor Service (including implementing any upgrades to such service within a commercially reasonable period of time after receipt of such upgrades) throughout your Merchant Systems including replacing existing Card numbers on your Merchant Systems with Tokens or Multi-Pay Tokens, as applicable. Full Card numbers must never be retained, whether in electronic form or hard copy. d) You must use the Token or Multi-Pay Token, as applicable, in lieu of the Card number for ALL activities subsequent to receipt of the authorization response associated with the transaction, including without limitation, settlement processing, retrieval processing, chargeback and adjustment processing and transaction reviews. el Any point of sale device, gateway and/or value added reseller used by you in connection with the TransArmor Service must be certified by Processor for use with the TransArmor Service. f) If you send or receive batch files containing completed Card transaction information to/from Processor, you must utilize the service provided by Processor to enable such files to contain only Tokens or Multi-Pay Tokens, as applicable or truncated information. g) You must utilize truncated report viewing and data extract creation within reporting tools provided by Processor. h) You are required to follow rules or procedures we may provide to you from time to time related to your use of the TransArmor Service ("TransArmor Rules and Procedures").We will provide you with advance written notice of any such rules or procedures and any changes to such rules or procedures. i) You have no right, title or interest in or to the TransArmor Service,any related software, materials or documentation, or any derivative works thereof, and nothing in this Agreement assigns or transfers any such right, title or interest to you. You shall not take any action inconsistent with the stated title and ownership in this Section 20. You will not file any action, in any forum that challenges the ownership of the TransArmor Service, any related software, materials or documentation. Failure to comply with this provision will constitute a material breach of this Agreement. We have the right to immediately terminate this Section 20 and your access to and use of the TransArmor Service in the event of a challenge by you. No additional rights are granted by implication, estoppel or otherwise. j) You will not: (i) distribute, lease, license, sublicense or otherwise disseminate the TransArmor Service or any portion of it to any third party; (ii) modify, enhance, translate, supplement, create derivative works from, reverse engineer, decompile or otherwise reduce to human-readable form the TransArmor Service or any portion of it; (iii) sell, license or otherwise distribute the TransArmor Service or any portion of it; (iv) make any copies, or permit any copying, of the TransArmor Service or any portion of it; or (v) use any portion of the TransArmor Service as a standalone program or in any way independently from the TransArmor Service. If any portion of the TransArmor Service contains any copyright notice or any other legend denoting the proprietary interest of Processor or any third party, you will not remove, alter, modify, relocate or erase such notice or legend on such item. 18 k) You will only use the TransArmor Service for your internal business purposes in a manner consistent with this Agreement. I) You will use only unaltered version(s) of the TransArmor Service and will not use, operate or combine the TransArmor Service or any related software, materials or documentation, or any derivative works thereof with other products, materials or services in a manner inconsistent with the uses contemplated in this Section 20. m) You will promptly notify Processor of a breach of any terms of this Section 20. n) You must obtain a Cardholder's written or electronic consent to store a Multi- PayToken to represent such Cardholder's Card number for future purchases. o) You must store the Multi-Pay Token in its Merchant Systems in lieu of the Card number for all Cardholder profile records. p) You must require Cardholders to log into their Cardholder profile in order to initiate a Transaction with the registered Token. This login must require two factors authentication, such as a user ID and password. q) If you cease a processing relationship, then you must permanently delete all Tokens or Multi-Pay Tokens, as applicable, contemplated under this Section 20 from all Merchant Systems no later than ninety (90) days after the termination or expiration of the processing relationship. 20.5. Term; Amendment; Termination. Unless prohibited by applicable law, February 13, 2018 Item #6 Page 77 of 232 Processor may modify this Section 20 by providing written notice of such modifications to you.You may choose not to accept the requirements of any such modifications by notifying Processor in writing within thirty (30) days after receiving the modifications notice that you are terminating the TransArmor Service provided under this Section 20.ln addition to any termination rights in this Section 20, Processor may terminate the TransArmor Service (i) upon thirty (30) days' advance written notice to you, or (ii) immediately if your material breach of the terms contained in this Section 20 remains uncured for ten (1 O) days following your receipt of written notice of such breach from Processor. 20.6. Fees. You shall pay the fees for TransArmor Service as set forth on the Application. 20.7. TransArmor Limited Warranty ("Limited Warranty"). Processor warrants ·that the Token or Multi-Pay Token, as applicable, returned to you, as a result of using the TransArmor Service, cannot be used to initiate a financial sale transaction by an unauthorized entity/person outside the Merchant Systems.This warranty by Processor is referred to herein as the "Limited Warranty" and is subject to the terms and conditions set forth in this Section 20. To be eligible for the Limited Warranty, you must maintain a processing relationship with Processor and be in compliance with all the terms of the Agreement, including this Section 20, and any other agreement relating to transaction Cards eligible for the TransArmor Service. Subject to the terms, conditions and limitations set forth in the Agreement, including the limitation of liability provisions, Processor agrees to indemnify and hold you harmless from direct damages, including third party claims, resulting from Processor's breach of the Limited Warranty. The express remedy for Processor's breach of the Limited Warranty set forth in this paragraph constitutes Processor's entire liability and your sole and exclusive remedy for Processor's breach of the Limited Warranty.The Limited Warranty is void if (i) you use the TransArmor Service in a manner not contemplated by, or in violation of, the Agreement, including this Section 20, or any other agreement relating to transaction Cards eligible for the TransArmor Service or (ii) you are grossly negligent or engage in intentional misconduct. 20.8. TransArmor Disclaimer. IN ADDITION TO THE DISCLAIMERS SET FORTH IN THE AGREEMENT,THE FOLLOWING DISCLAIMER APPLIES TO THETRANSARMOR SERVICE: EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 20, PROCESSOR MAKES NO REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED WITH REGARD TO THE TRANSARMOR SERVICE INCLUDING THE UNINTERRUPTED OR ERROR-FREE OPERATION OFTHETRANSARMOR SERVICE OR NON INFRINGEMENT. -2~. i?Hoice ol l\la:w; ~enue; Waiver of Uu1 llil:ial; ::,::'· , --, -l!imi:tafion 'on <Hai!J1S , 24.1. Choice of Law. Our Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to its choice of law provisions). 24.2. Venue. We have substantial facilities in the State of New York and many of the services provided under this Agreement are provided from these facilities. The exclusive venue for any actions or claims arising under or related to this Agreement shall be in the appropriate state or federal court located in Suffolk County, New York. 24.3. Waiver of Jury Trial. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. 24.4. Without limiting any other terms or conditions contained in this Agreement, you agree that any lawsuit or other action you may wish to bring against us to adjudicate claims arising under this Agreement must be commenced and filed by you within one (1) year of the date on which your claim first accrued, without regard to the date on which your claim was discovered.Any action that is not commenced and filed by you within such one (1) year time period shall be barred, without regard to any other limitations period set forth by law or statute. WFB1707GOV REVOO (7 /14) 19 24.5. You understand and agree that request for additional secondary location(s) shall be included in this Merchant Processing Agreement. 25.1. Force Majeure. No party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by (i) fire, flood, earthquake, elements of nature or other acts of God; (ii) any terrorist attacks or outbreak or escalation of hostilities, war, riots or civil disorders in any country; (iii) any act or omission of the other party or any government authority; (iv) any labor disputes (whether or not employees' demands are reasonable or within the party's power to satisfy);or (v) the nonperformance by a Person for any similar cause beyond the reasonable control of such party, including without limitation, failures or fluctuations in telecommunications or other equipment. In any such event, the non-performing party shall be excused from any further performance and observance of the obligations so affected only for as long as such circumstances prevail and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable. Notwithstanding anything to the contrary in this paragraph, your failure to receive payment of funds from a Person shall not excuse the performance of your obligations to us underthis Agreement. 25.2. Compliance with Laws. In performing its obligations under this Agreement, each party agrees to comply with all laws and regulations applicable to it. You further agree to cooperate and provide information requested by Servicers, as Servicers determine necessary, to facilitate Servicers compliance with any applicable law including without limitation the rules and regulations promulgated by the Office ofForeign Assets Control of the US Department of the Treasury. Without limiting the foregoing, you acknowledge and agree that "restricted transactions" as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and Regulations GG ("Restricted Transactions") issued thereunder are prohibited from being processed through your Account or any relationship between you and the Bank.You represent and warrant that you will not submit such Restricted Transactions for processing through your Account. You further acknowledge and agree that you will not use your merchant account and/or the Services for illegal transactions, for example, those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq, as may be amended from time to time, or those involving any Person listed on the U.S. Department ofTreasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac) or the U.S. Department of State's Terrorist Exclusion List (available at www.state.gov) or the processing and acceptance of transactions in certain jurisdictions pursuant to 31 CFR Part 500 et seq. and other laws enforced by the Office of Foreign Assets Control ("OFAC") or in connection with illegal activity of any kind. In the event we identify a suspected restricted transaction, we may block or otherwise prevent or prohibit such transaction, we may close the Account or end the relationship, and we may seek any other remedies available to us under this Agreement or otherwise. 25.3. Notices. Except as otherwise specifically provided, all notices and other communications required or permitted hereunder (other than those involving normal operational matters relating to the processing of Card transactions) shall be in writing, to you at your address appearing in the Application,orvia Electronic Communications (as further described in Section 25.12),including but not limited to the e-mail address you have provided on the Application.If to us at our address appearing in Section 41 .4 of this Agreement, with a copy to Attention: General Counsel's Office, 3975 N.W. 120th Avenue, Coral Springs, FL 33065. Notices shall be deemed to have been given (i) if sent by mail or courier, upon the earlier of five (SJ days after mailing of when actually received or, in the case of courier, when delivered, and (ii) if sent by facsimile machine, when the courier confirmation copy is actually received. Notice given in any other manner shall be effective when actually received. Notices sent to your last known address (including e-mail address), as indicated in our records, shall constitute effective notice to the Merchant under this Agreement. Notwithstanding the above, all bankruptcy or collection related, notices must be sent to the following address -Merchant Services Dept., 5251 Westheimer Road, Fourth Floor Houston,Texas 77056 Attn: Bankruptcy,and Collection Notifications. All such notices must include the related merchant name and merchant number. Failure to provide Notice to this address or include this pertinent merchant information will be deemed ineffective. All notices must include your merchant February 13, 2018 Item #6 Page 78 of 232 name(s) and merchant number(s). Failure to provide notice in the manner described in this Section will be deemed ineffective. 25.4. Headings. The headings contained in this Agreement are for convenience of reference only and shall not in any way affect the meaning or construction of any provision of this Agreement. 25.5. Severability. The parties intend every provision of this Agreement to be severable. If any part of this Agreement is not enforceable, the remaining provisions shall remain valid and enforceable. 25.6. Entire Agreement; Waiver. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter thereof and supersedes any previous agreements and understandings. A party's waiver of a breach of any term or condition of this Agreement shall not be deemed a waiver of any subsequent breach of the same or another term or condition. 25.7. Amendment. We may modify any provision of this Agreement by providing written notice to you.You may choose not to accept the requirements of any such change by terminating the Agreement within twenty (20) days of receiving notice. If you choose to do so, notify us that you are terminating for this reason so that we may waive any early termination fee that might otherwise apply. For purposes of this section, in addition to Electronic Communications (as further described in Section 25.12) an electronic or"click-wrap"notice intended to modify or amend this Agreement and which you check"I Accept" or"I Agree" or otherwise acceptthrough an electronic process, shall constitute a writing as required herein. This section 25.7 does not apply to fee changes, which are governed by Sections 5.5 and 5.6. 25.8. Third Party Beneficiaries. Our respective Affiliates and any Persons we use in providing the Services are third party beneficiaries of this Agreement and each of them may enforce its provisions as it was a party hereto. Except as expressly provided in this Agreement, nothing in this Agreement is intended to confer upon any Person or entity other than the parties any rights or remedies, and the parties do not intend for any Persons to be third-party beneficiaries of this Agreement. 25.9. Card Organization Rules. The parties acknowledge that the Visa, MasterCard and Discover Card Organization Rules give Visa, MasterCard and Discover, certain rights to require termination or modification of this Agreement with respect to transactions involving Visa, MasterCard and Discover Cards and the Visa, MasterCard and Discover Card systems and to investigate you.The parties also acknowledge that issuers of other Cards, for which we perform services on your behalf, may have similar rights under their applicable Card Organization Rules with respect to this Agreement's applicability to transactions involving such other Cards. 25.1 O. Publicity. Client may not use our logo, name, trademark, or service mark of Processor and/or Bank in any manner, including without limitation, in any advertisements, displays, or press releases without the prior written consent of Processor and Bank. 25.11. IRS Reporting. Pursuant to Section 6050W of the Internal Revenue Code, merchant acquiring entities and third party settlement organizations are required to file an information return with the IRS for each calendar year beginning January 1, 2011, reporting all payment card transactions and third party network transactions with merchants occurring in that calendar year.Accordingly, you will receive a Form 1099 reporting your gross transaction amounts for each calendar year beginning with transactions processed in calendar year 2011. In addition, amounts reportable under Section 6050W are subject to backup withholding requirements. We are required to perform backup with holding by deducting and withholding income tax from reportable transactions if (a) you fail to provide your taxpayer identification number (TIN) to us, or (b) the IRS notifies us that the TIN (when matched with the name) provided by you is incorrect. Accordingly, to avoid backup withholding from your daily merchant funding amount, it is very important that you provide us with the correct name and TIN that you use when filing the tax return that includes the transactions for your business. PLEASE NOTE THAT VARIOUS STATES MAY HAVE ADDITIONAL REPORTING/- WITHHOLDING REQUIREMENTS. 25.12 Electronic Communications. You consent to receiving documents, notices and other communications from us electronically (collectively,"Electronic Communications") rather than in paper form. We may send such Electronic Communications to you directly at the last known email address that you provide to us, or we may notify you that an Electronic Communication is available at a WFB1707GOV REVOO (7/14) 20 website designated by us and provide you with instructions on accessing the Electronic Communication. You agree that such notification will be sent to you at the last known e-mail address that you provide to us, which will be the email address identified on your Application unless you subsequently notify us that you have a new email address.You agree to maintain a valid email address and keep your email address current with us at all times.You understand and acknowledge that access to the Internet, e-mail and the worldwide web are required for you to access an Electronic Communication,and you confirm that you have such access. You understand that there may be costs related to accessing Electronic Communications (e.g. you may have to purchase internet services, software or hardware), and you agree that you are responsible for any such related access costs. At our discretion, we may choose to discontinue or resume sending Electronic Communications at any time provided that if we elect not to send a document, notice or communication electronically, we will instead send the same in paper form.You acknowledge that if for any reason you are not able to open a readable version of an Electronic Communication that we send to you, it is your responsibility to contact us to notify us of the same and to request a copy in paper form. February 13, 2018 Item #6 Page 79 of 232 This part of the Program Guide (through Section 38) describes the procedures and methods for submitting Credit Card transactions for payment, obtaining Authorizations, responding to Chargebacks and Media Retrieval Requests, and other aspects of the operations of our services. Processor is a full-service financial transaction processor dedicated,among other processing services, to facilitating the passage of your Sales Drafts back to the thousands of institutions who issue the MasterCard,® Visa® and Discover Cards carried by your customers, as well as to the independent Card Issuers of American Express®.The Operating Procedures contained in this part focus primarily on the MasterCard, Visa and Discover Card Organization Rules, and seek to provide you with the principles for a sound Card program; however, you should consult the Card Organization Rules for complete information and to ensure full compliance with them.They are designed to help you decrease your chargeback liability and train your employees. (In the event we provide Authorization, processing or settlement of transactions involving Cards other than MasterCard, Visa and Discover, you should also consult those independent Card Issuers' proprietary rules and regulations.) The requirements set forth in these Operating Procedures will apply unless prohibited by law. You are responsible for following any additional or conflicting requirements imposed by your state or local jurisdiction. 26. jasterEua;ilisa,, OiSGO!ller ancl 'American E!Xgress- ' '---,,, , -, Ciara 'A:cctergtance 26.1. Card Descriptions. At the point of sale, the Card must be carefully examined to determine whether it is a legitimate and valid Card and not visibly altered or mutilated. The name of the Card (e.g., Visa, MasterCard, Discover or American Express) should appear in bold letters on the Card. For all MasterCard and Visa Cards and some Discover Cards, the Card Issuer (e.g., XYZ Bank, etc.) should also appear in bold letters on the Card.The following is a description of the authorized Visa, MasterCard, Discover and American Express Card designs: Visa: Visa Cards have the Visa symbol on the right-hand si1e of the Card. Above the Visa symbol is the 3-dimensional hologram of the Visa Dove design. The expiration date must be followed by one space and the symbol "V''.Visa Cards contain a 16-digit account number embossed across the middle of the Cards and the first digit is always a four (4). Jn addition, the Classic and Preferred Cards have the first four digits of the account number printed directly below the embossed number. You must always check these numbers carefully to ensure that they are the same.Visa has a new Card design which differs significantly from the previous description."Card Acceptance and Chargeback Management Guidelines for Visa Merchants" (VRM 08.12.16).You may download the document free of charge from Visa's website at http://www.visa.com/merchant or order a hardcopyto be mailed to you for a nominal charge by telephoning Visa Fulfillment at 800-VISA-311. Both the old and new Visa Card designs will be circulating concurrently in the marketplace through the year 2010. Only Visa Cards fitting the old or new descriptions may be accepted. Beginning May 2008, Visa issued a new card design for unembossed Visa cards. Unlike embossed Visa cards with raised numbers, letters and symbols, the un- embossed card has a smooth, flat surface. Because of the unembossed cards flat surface, it cannot be used for transactions that require a card imprint. Un- embossed cards can only be used by merchants who process with an electronic Point Of Sale Terminal.As a result, the bottom of the card bears the following note, "Electronic Use Only''. MasterCard: MasterCard Cards are issued under the following names: MasterCard, EuroCard,Access, Union, Million and Diamond.The MasterCard symbol appears on the front or back of the Card. MasterCard and the Globe designs appear in a 3- dimensional hologram above the symbol. In addition, the words Classic,Preferred, Gold or Business may appear. MasterCard account numbers are sixteen (16) digits, and the first digit is always a five (5). The first four digits of the account must be printed directly below the embossed number. Only MasterCard Cards fitting this description may be accepted. Beginning Jan 2006, MasterCard has a new Card design significantly different from the previous description. You are required to familiarize yourself with the new design by consulting a document "MasterCard Card Identification Features."You may download the document free of charge from MasterCard's website at http://www.mastercardmerchant.com/us/merchant. Both the old and new MasterCard Card designs will be circulating concurrently in the marketplace through the year 2010. Only MasterCard Cards fitting the old or new descriptions may be accepted. WFB1707GOV REVOO (7/14) 21 Discover: The Discover Network includes Discover, Diners Club lnternational,JCB, UnionPay,BCCard and Dinacard.Valid standard rectangular plastic Cards bearing a Discover® Acceptance Mark include the following common characteristics and distinctive features. The Discover Acceptance Mark may appear on the lower right corner of the front, back, or both sides of the Card. Cards display either a three-dimensional hologram on the front or back of the Card or a three-dimensional holographic magnetic stripe on the back of the Card. Valid Cards do not display holograms on both front and back. Card Numbers may be embossed or unembossed and will appear on either the front or back of a Card. Card Numbers begin with the number"6"and are composed of 16 digits that should be clear and uniform in size and spacing. The Card holder name,and if applicable, business name, may be embossed or unembossed and will appear on either the front or back of the Card. The "Valid Thru" date may be embossed or unembossed and will appear on either the front or back of a Card in mm/yy format that indicates the last month in which the Card is valid. The words "DISCOVER" or "DISCOVER NETWORK" appears on the front of the Card under an ultraviolet light. The signature panel displays the words "DISCOVER" or"DISCOVER NETWORK" and may vary in size. Cards may contain a panel that includes an ultraviolet image of the word "DISCOVER." An underprint of"void" on the signature panel becomes visible if erasure of the signature is attempted. The last four digits of the Card Number may be displayed on the back of the Card and are commonly printed in reverse indent printing on the signature panel. On embossed Cards, a security character, displayed as an embossed stylized "D" appears on the front of the Card. The 3-digit CID is printed on the back of the Card in a separate box to the right of the signature panel. NOTE: Valid Cards may not always be rectangular in shape (e.g., Discover 2GO Cards). Certain valid unembossed Cards or Contactless Payment Devices approved by us for use in accessing Card Accounts (e.g., contactless stickers, key fobs, and Mobile Commerce Devices) and to conduct Contactless Card Transactions may not display the some features described above.Card expiration date and other features listed above are not displayed on such Contactless Payment Devices. NOTE: For unembossed Cards used to conduct a Card Present Card Sales, Merchants must obtain an Authorization Response electronically using a POS Device. A Card Sale involving an unembossed Card may be subject to Dispute if the Merchant "key enters" Card information into a POS Device and does not use the electronic Authorization procedures. Diners Club International: A Diners Club International Acceptance Mark in upper left corner. Two-character alphanumeric code printed in the lower right corner. Embossed 14-digit Account Number (begins with 36). Embossed digits on the card must be clear and uniform in size and spacing within groupings. Embossed expiration data appears in mm/yy format and indicates the last month in which the Card is valid. Note: Some valid Cards bearing a Diners Club International Acceptance Mark display a printed, unembossed Card number. If a Card sale involving a Diners Club International Card with an unembossed Card number cannot be completed by swiping the card through the POS Device, the card should not be accepted. If submitted, such card sale may be subject to Dispute. Union Pay: A 16 -digit Card number starting with "622,""624,""625,""626," or "628" is embossed on the front of the Card. Embossed digits on the Card should be clear and uniform in size and spacing. The embossed expiration date appears in mm/yy format and indicates the last month in which the Card is valid. The Card contains a magnetic stripe. A three-dimensional hologram image of Heaven Temple in the foreground with Chinese characters in the background appears on the front of all such Cards. The hologram reflects light as it is rotated. February 13, 2018 Item #6 Page 80 of 232 "Valid Thru" and the Cardholder name (which may not be in English) are embossed on the front of the Card. The CID appears on the upper right corner of the signature panel. Note: Text on Cards bearing a China UnionPay Acceptance Mark may not be printed in English. JCB: Card Numbers are made up of 16 digits, starting with "35" embossed or printed on the front of the Card. Embossed digits on the Card should be clear and uniform in size and spacing within groupings. The Cardholder name and, if applicable, business name embossed on the front of the Card. A JCB Acceptance Mark appears on the front of the Card. A three-dimensional hologram image of rising sun, rainbow,and "JCB"in micro lettering appears on either the front or the back of the Card. The hologram reflects light as it is rotated. The embossed expiration date appears in mm/yy or mm/dd/yy format on the front of the Card and indicates the last month in which the Card is va~d. The Card contains a magnetic stripe on the back of the Card. The name"JCB"appears in ultraviolet ink on the left bottom of the front of the Card when held under an ultraviolet light. The first four digits of the Card number match the 4-digit number pre-printed just below the embossed Card number of the front of the Card. The first four digits of the Card number displayed on the signature panel on the back of the Card match the last four digits of the Card number that appears on the front of the Card. The last four digits of the Card number on the back of the Card followed by the 3-digit CID. An overprint on the signature panel reads"JCB"in two colors, blue and green. Some Cards have an embedded integrated circuit chip on the front of the Card. The words "Good Thru,""Valid Dates,""Valid Thru," or "Expiration Date" must be printed near the expiration date.The corresponding words in the language of the country where the JCB Card is issued may also be printed. The words "Month/Year" or the corresponding words in the language of the country where the JCB Card is issued may be printed above or below the expiration date. Note: Some valid Cards bearing the JCB Acceptance Mark will have a printed, unembossed Card number on the Card. If a Card sale involving a valid,JCB Card with an unembossed Card number cannot be completed by swiping the Card through the POS Device, the Card should not be accepted. If you accept a Card that displays a printed, rather than embossed, Card number, you are required to obtain a Card imprint, the Card sale may be subject to dispute. American Express: All American Express Card Numbers start with "37" or"34."The Card number appears embossed on the front of the Card. Embossing must be clear, and uniform in sizing and spacing. Some Cards also have the Card Number printed on the back of the Card in the signature panel. These numbers, plus the last four digits printed on the Sales Draft, must match. Pre-printed Card Identification (CID) Numbers must always appear above the Card Number on either the right or left edge of the Card. Only the person whose name appears on an American Express Card is entitled to use it. Cards are not transferable. Some Cards contain a holographic image on the front or the back of the plastic to determine authenticity. Not all American Express Cards have a holographic image. The signature on the back of the Card must match the Card holder's signature on the Sales Draft, and must be the same name that appears on the front of the Card. The signature panel must not be taped over, mutilated, erased or painted over. Some Cards also have a three digit Card Security Code (3CSC) number printed on the signature panel. 26.2. Effective/Expiration Dates. At the point of sale, the Card should be carefully examined for the effective (valid from) (if present) and expiration (valid thru) dates which are located on the face of the Card. The sale date must fall on WFB1707GOV REVOO (7 /14) 22 or between these dates. Do not accept a Card prior to the effective date or after the expiration date. If the Card has expired, you cannot accept it for a Card sale unless you have verified through your Authorization Center that the Card is in good standing, otherwise, you are subject to a Chargeback and could be debited for the transaction. 26.3. Valid Signature. Check the back of the Card. Make sure that the signature panel has not been disfigured or tampered with in any fashion (an altered signature panel may appear discolored, glued or painted, or show erasure marks on the surface). The signature on the back of the Card must compare favorably with the signature on the Sales Draft.The Sales Draft must be signed by the Card presenter in the presence of your authorized representative (unless a Card Not Present Sale) and in the same format as the signature panel on the Card;e.g., Harry E.Jones should not be signed H.E.Jones.The signature panels ofVisa, MasterCard and Discover Cards have a 3-digit number (CW 2/CVC 2/CID) printed on the panel known as the Card Validation Code. Visa, MasterCard and Discover: If the signature panel on the Card is blank, in addition to requesting an Authorization, you must do all the following: Review positive identification bearing the Cardholder's signature (such as a passport or driver's license that has not expired) to validate the Card holder's identity. Indicate the positive identification, including any serial number and expiration date, on the Credit Draft or Sales Draft; provided that you must effect PAN Truncation,and must not include the expiration date on the copy of the Sales Draft or Credit Draft that you provide to the Card holder, or as required by applicable law, the Sales Draft or Credit Draft you retain. Require the Cardholder to sign the signature panel of the Card prior to completing the Transaction. 26.4. Users Other Than Cardholders. A Card holder may not authorize another individual to use his/her Card for purchases. Be sure the signature on the Card matches with the one on the Sales Draft. Furthermore, any Card having two signatures on the back panel is invalid and any sale made with this Card can result in a Chargeback. For Cards bearing a photograph of the Card holder, ensure that the Card holder appears to be the person depicted in the picture which appears on the Card. If you have any questions, call the Voice Authorization Center and request to speak to a Code 1 O operator. 26.5. Special Terms. If you limit refund/exchange terms or impose other specific conditions for Card sales, you must provide proper disclosure to the Card holder at the time of transaction in accordance with applicable law. If applicable, the words "No Exchange, No Refund," etc. must be clearly printed on the Sales Draft near or above the Cardholder's signature. The Cardholder's copy, as well as your copy, must clearly display this information near or above the Cardholder's signature. Applicable disclosures will vary by transaction type. During a liquidation and/or closure of any of your outlets, locations and/or businesses, you must post signs clearly visible to customers stating that"AII Sales Are Final," and stamp the Sales Draft with a notice that"AII Sales Are Final." Generally do not give cash, check or in store credit refunds for Card sales. Visa allows for the following exclusions: a cash refund to the Card holder for a small ticket transaction or a no signature required transaction, a cash refund, Credit, or other appropriate form of Credit to the recipient of a gift purchased as a Mail/Phone Order transaction,or a cash refund or in-store Credit for a Visa prepaid card transaction if the Card holder states that the Visa prepaid card has been discarded. NOTE: A disclosure does not eliminate your liability for a Chargeback. Consumer protection laws and Card Organization Rules frequently allow the Card holder to dispute these items notwithstanding such disclosures. 26.6. Delayed Delivery or Deposit Balance. In a delayed delivery transaction where a Cardholder makes a deposit toward the full amount of the sale, you should execute two separate Sales Drafts (each completed fully as described in Section 28.1.), the first for a deposit and the second for payment of the balance upon delivery of the merchandise or the performance of the services. Visa: You must obtain an Authorization for each Sales Draft on each transaction date. You must assign the separate Authorization numbers to each Sales Draft, respectively. You must note on such Sales Drafts the words "delayed delivery," "deposit" or "balance," as appropriate, and the authorization dates and approval codes. MasterCard: For MasterCard transactions, you must obtain an Authorization for each Sales Draft on each transaction date.You must note on both Sales Drafts the words "delayed delivery," "deposit" or "balance," as appropriate, and the authorization date and approval code. February 13, 2018 Item #6 Page 81 of 232 NOTE: For Visa and MasterCard transactions, If delivery is more than twenty-five (25) days after the original transaction date and the initial Authorization request, you should reauthorize the unprocessed portion of the transaction prior to delivery. For Discover transactions, the same rules apply if delivery is more than ninety (90) days after original transaction date and initial Authorization request. If the transaction is declined,contact the Cardholder and request another form of payment. For example: On January 1, a Cardholder orders $2,200 worth of furniture and you receive an Authorization for the full amount; however, only a $200 deposit is processed. The above procedures are followed, with a $2,000 balance remaining on the furniture; the $2,000 transaction balance should be reauthorized. Discover: For Discovertransactions,you must label one Sales Draft"deposit"and the other"balance,"as appropriate. You shall submit Authorization requests you receive and await receipt of the Authorization Response prior to completing the Card sale. A positive Authorization Response will remain valid for thirty (30) calendar days from the date of the Authorization response for Card sales in the car rental industry,airline and passenger railway industries, the lodging industry and other travel MCCs including passenger transport and all International Card sales. A positive Authorization response will remain valid for ten (1 O) calendar days from the date of the Authorization response for Card sales in all other industries and MCCs. In addition, you must complete Address Verification at the time of the "balance" authorization, and you must obtain proof of delivery upon delivery of the services/merchandise purchased. You may not submit sales data relating to the "balance"to us for processing until the merchandise/service purchased has been completely delivered. American Express: For American Express Card transactions, you must clearly disclose your intent and obtain written consent from the Cardholder to perform a delayed delivery transaction before you request an Authorization. You must obtain a separate Authorization Approval for each delayed delivery transaction on their respective Charge dates and clearly indicate on each record that the Charge is either for the deposit or for the balance of the transaction. You must submit the delayed delivery transaction record for the balance of the purchase only after the items have been shipped, provided or services rendered. For deposits, submission must be on' the date the Cardholder agreed to pay for the deposit for the purchase.For balances, submission must be on the date th'e items are shipped, provided or services rendered.You must submit and Authorize each delayed delivery transaction under the same Merchant Account Number and treat deposits on the Card no differently than you treat deposits on all other payment products. Advance Payment Charges for American Express Transactions. An advance payment Charge is a Charge for which full payment is made in advance of you providing the goods and/or rending services to the Cardholder and such Charges carry higher risk.American Express may withhold settlement for part or all of such Charges until it is determined that the risk has diminished. You must follow the procedures below if you offer Cardholders the option or require them to make advance payment Charges for the following types of goods and/or services: Custom-orders (e.g., orders for goods to be manufactured to a customer's specifications). Entertainment I ticketing (e.g., sporting events, concerts, season tickets). Tuition, room and board,and other mandatory fees (e.g., library fees) of higher educational institutions. Airline tickets, vehicle rentals, rail tickets, cruise line tickets, lodging, travel- related services (e.g., tours, guided expeditions). For an advance payment Charge, you must: State your full cancellation and refund policies, clearly disclose your intent and obtain written consent from the Cardholder to bill the Card for an advance payment Charge before you request an Authorization.The Cardholder's consent must include his or her agreement to all the terms of the sale (including price and any cancellation and refund policies), and a detailed description and the expected delivery date of the goods and/or services to be provided (including, if applicable, expected arrival and departure dates). Complete a Sales Draft. If the advance payment Charge is a Card Not Present Charge, you must also: ensure that the Sales Draft contains the words "Advance Payment;" and within twenty-four (24) hours of the Charge being incurred, WFB1707GOV REVOO (7/14) 23 provide the Cardholder written confirmation (e.g., email or facsimile) of the advance payment Charge, the amount, the confirmation number (if applicable), a detailed description and expected delivery date of the goods and/or services to be provided (including expected arrival and departure dates, if applicable) and details of your cancellation/ refund policy. If you cannot deliver goods and/or services (e.g., because custom-ordered merchandise cannot be fulfilled),and if alternate arrangements cannot be made, you must immediately issue a Credit for the full amount of the advance payment Charge which cannot be fulfilled. In addition to other Chargeback rights, a Chargeback may be exercised for any disputed advance payment Charge or portion thereof if the dispute cannot be resolved in your favor based upon unambiguous terms contained in the terms of sale to which you obtained the Cardholder's written consent. 26.7. Recurring Transaction and Preauthorized Order Regulations. If you process recurring transactions and Charge a Cardholder's account periodically for recurring goods or services (e.g., monthly insurance premiums, yearly subscriptions, annual membership fees, etc.), the Card holder shall complete and deliver to you a Cardholder approval for such goods or services to be charged to his account. The approval must at least specify the Cardholder's name, address, account number and expiration date, the transaction amounts, the frequency of recurring Charges and the duration of time for which the Cardholder's permission is granted. For Discover transactions, the approval must also include the total amount of recurring Charges to be billed to the Cardholder's account, including taxes and tips and your Merchant Account Number. If the recurring transaction is renewed, the Cardholder must complete and deliver to you a subsequent written request for the continuation of such goods or services to be charged to the Card holder's account. You may not complete a recurring transaction after receiving a cancellation notice from the Cardholder or Issuer or after a request for Authorization has been denied. If we or you have terminated this Agreement, you may not submit authorization requests or sales data for recurring transactions that are due after the termination date of this Agreement, and you must inform Cardholders for which you have submitted the recurring transactions that you no longer accept the Card. You must obtain an Authorization for each transaction and write "Recurring Transaction" (or"P.O."for MasterCard transactions/"Signature on File"for American Express) on the Sales Draft in lieu of the Cardholder's signature. A positive authorization response for one recurring transaction Card Sale is not a guarantee that any future recurring transaction authorization request will be approved or paid. For all recurring transactions, you should submit the 3-digit CID with the first authorization request, but not subsequent authorization requests. Discover Card Organization Rules specifically require that you follow this CID procedure for Discover recurring transactions. Also, for Discover recurring transactions, the Sales Draft must include a general description of the transaction, your merchant name and a toll-free customer service number that the Card holder may call to obtain customer assistance from you or to cancel the written approval for the recurring transaction. For American Express recurring transactions you should periodically verify with Cardholder that their information (e.g., Card Number, expiration date, billing address) is still accurate.This will improve the likelihood of obtaining an approval to an Authorization request. The method to secure consent for recurring Charges must contain a disclosure that you may receive updated Card account information from the Issuer. You must retain evidence of consentto receive updated Card account information from the Issuer for twenty-four (24) months from the date you submit the last recurring billing Charge. If you offer Cardholders the option to make recurring billing Charges, you must: Ensure that your process for cancellation of recurring billing is simple and expeditious; Clearly and conspicuously disclose all material terms of the option, including, if applicable, the fact that recurring billing will continue until the option is cancelled by the Cardholder; Offer their American Express customers the option to receive written notification for the recurring transaction(s) at least (10) ten days prior to submitting, or anytime the Charge amount exceeds a maximum amount that has been set by the Card holder; Within twenty-four (24) hours of incurring the first recurring billing Charge, February 13, 2018 Item #6 Page 82 of 232 provide the Cardholder written confirmation (e.g., email or facsimile) of such Charge, including all material terms of the option and details of your cancellation/refund policy; and Where the material terms of the option change after submission of the first recurring billing Charge, promptly notify the Cardholder in writing of such change and obtain the Card holder's express written consent to the new terms prior to submitting another recurring billing Charge. The cancellation of an American Express Card constitutes immediate cancellation of that Cardholder's consent for recurring Charges.American Express will not have any liability from such cancellation. If an American Express Card is cancelled or a Cardholder withdraws consent to recurring Charges, you are responsible for arranging another form of payment with the Card holder. All recurring transactions or preauthorized orders may not include partial payments for goods or services purchased in a single transaction. You may not impose a finance charge in connection with a Recurring Transaction or Preauthorized Order. If you process recurring payment transactions, the Recurring Payment Indicator must be included in each Authorization request, and as applicable, each Batch submission entry. Penalties can be assessed by the Card Organizations for failure to use the Recurring Payment Indicator. 26.8. Certain Rules and Requirements. The following rules are requirements strictly enforced by Visa, MasterCard and Discover: Your minimum Credit Card acceptance amount cannot exceed $10.00. Such minimum amount must be established to all Credit Cards regardless of Card Issuer or Card brands. Unless you are a federal government entity or institution of higher learning, you may not establish a maximum amount as a condition for accepting a Card, except that for Discover transactions, you may limit the maximum amount a Discover Cardholder may spend if, and only if, you have not received a positive authorization response from the Issuer. Setting a minimum transaction amount limit for Debit Cards (PIN Debit or Non-PIN Debit) is prohibited. You cannot establish any special conditions for accepting a Card. You may provide a discount/incentive for a consumer to pay with cash, check, Credit Card, Debit Card, etc., however, you must clearly and conspicuously disclose the discount to consumers. Also, you must offer the discount to all consumers and you cannot discriminate based upon Card brand or Card Issuer. However, you may choose not to accept either U.S. issued Debit Cards or U.S. issued Credit Cards under the terms described in Section 26.9. You may direct customers to a particular brand or type of general purpose card or a particular form of payment. U.S. merchants may also encourage customers who initially present a Visa Card to use a payment card with a different network brand, a different type of payment card or a different form of payment. U.S. merchants may engage in any of the following: You may offer a discount or rebate, including an immediate discount or rebate at the point of sale; You may offer a free or discounted product, service or enhanced service; You may offer an incentive, encouragement, or benefit; You may express a preference for the use of a particular brand or type of general purpose card or a particular form of payment; You may promote a particular brand or type of general purpose card or a particular form or forms of payment through posted information, through the size, prominence, or sequencing of payment choices, or through other communications to a customer; You may communicate to a customer the reasonably estimated or actual costs incurred by the merchant when a customer uses a particular brand or type of general purpose card or a particular form of payment or the relative costs of using different brands or types of general purpose cards or different forms of payment;or You may engage in any other practices substantially equivalent to these. You cannot require the Card holder to supply any personal information (e.g., home or business phone number; home or business address including zip code; or driver's license number) unless instructed by the Authorization Center.The exception to this is for a mail/telephone/Internet order or delivery- required transactions, or as otherwise permitted by applicable law. Any information that is supplied by the Cardholder must not be in plain view when mailed. WFB1707GOV REVOO (7/14) 24 Any tax required to be collected must be included in the total transaction amount and not collected in cash. You cannot submit any transaction representing the refinance or transfer of an existing Cardholder obligation deemed uncollectible. You cannot accept a Visa Consumer Credit Card or commercial Visa Product, issued by a U.S. Issuer to collect or refinance an existing debt. You cannot submit a transaction or sale that has been previously charged back. You must create a Sales Draft or Credit Draft for each Card transaction and deliver at least one copy of the Sales Draft or Credit Draft to the Card holder. You cannot submit a transaction or sale to cover a dishonored check. If you accept Card checks, your Card check acceptance policy must treat the acceptance of checks from all payment card brands that you accept equally. (e.g., if you accept MasterCard, Visa and Discover, your check acceptance policy must treat checks for all three payment card brands equally). You should handle these Card checks like any other personal check drawn upon a bank in the United States. Failure to comply with any of the Card Organization Rules may result in fines or penalties. You will inform the Cardholder that you are responsible for the Card transaction including your goods and services and for related customer service, dispute resolution and performance of the terms and conditions of the transaction. 26.9. Card Acceptance. If you have indicated either in the Merchant Processing Application or by registering with us at least thirty (30) days in advance that, as between Non-PIN Debit Card transactions and Credit Card transactions, you will limit your acceptance to either (i) only accept Non-PIN Debit transactions; or (ii) only accept Credit Card transactions, then the following terms in this Section 26.9 will apply: 26.9.1. You will be authorized to refuse to accept for payment either Non- PIN Debit Cards or Credit Cards that are issued within the United States. You will, however, continue to be obligated to accept all foreign issued Credit or Debit Cards issued by MasterCard, Visa or Discover so long as you accept any type of MasterCard, Visa or Discover branded Card. 26.9.2. While many Debit Cards include markings indicating debit (such as "Visa Checkcard, Visa Buxx, Gift Card, DEBIT, or Mastermoney), many Debit Cards may not include such markings. It will be your responsibility to determine at the point of sale whether a Card is of a type that you have indicated that you will accept. You agree to institute appropriate systems and controls to limit your acceptance to the Card types indicated. You may purchase a table of ranges of numbers currently associated with Debit Card transactions upon execution of confidentiality/non-disclosure agreements required by the Card Organizations. You will be responsible for updating your systems to utilize such tables and to obtain updated tables.You must safeguard BIN information provided by us.If you share our provided BIN information with a third party to use on your behalf, you must require they safeguard it also and use it only for card type identification at the POS. 26.9.3. To the extent that you inadvertently or intentionally accept a transaction other than the type anticipated for your account, such transaction will downgrade to a higher cost interchange and you will be billed the difference in interchange (a Non-Qualified Interchange Fee), plus a Non-Qualified Surcharge (see Section 5.1 and Glossary). 26.9.4. Based upon your choice to accept only the Card types indicated in the Application, you must remove from your premises any existing signage indicating that you accept all Visa, MasterCard or Discover Cards and use approved specific signage reflecting your policy of accepting only Non-PIN Debit or Credit Cards. 26.9.5. Even if you elect not to accept Non-PIN Debit Card transactions as provided above, you may still accept PIN Debit Card transactions if you have signed up for PIN Debit Services. 26.1 O. Deposits of Principals. Owners, partners, officers and employees of your business establishment, and the guarantors who signed the Application, are prohibited from submitting Sales Drafts or Credit Drafts transacted on their own personal Cards, other than transactions arising from bona fide purchases of goods or services in the ordinary course of your business. Such use in violation of this Section 26.1 O is deemed a cash advance, and cash advances are prohibited. February 13, 2018 Item #6 Page 83 of 232 26.11. Reserved. 26.12. Customer Activated Terminals and Self-Service Terminals. Prior to conducting Customer Activated Terminal ("CAT") transactions or Self-Service Terminal transactions you must contact us for approval and further instructions, rules and requirements that apply to CAT and Self-Service Terminal transactions. Failure to do so could result in additional charges or termination of this Agreement. Customer Activated Terminals for American Express Transactions Charges for purchases at your Customer Activated Terminals (CATs) must meet the requirements for Sales Draft as detailed below: You must include: Full Magnetic Stripe data stream or chip Card data in all Authorization requests, and; CAT indicator on all Authorization requests and Submissions. American Express will not be liable for actual or alleged fraudulent Charges occurring through Customer Activated Terminals {CAT) and will have the right to Chargeback for those Charges. 26.13. Displays and Advertising. You must prominently display appropriate Visa, MasterCard, Discover, American Express, and, if applicable, other Card Organization decals and program Marks at each of your locations, in catalogs, on websites and on other promotional materials as required by Card Organization Rules, if you elected to accept such Card payments on your Application. You may not indicate that Visa, MasterCard, Discover, or any other Card Organization endorses your goods or services. Your right to use the program Marks of the Card Organizations terminates upon the earlier of (i) if and when your right to accept the Cards of the respective Card Organization terminates (e.g., if your right to accept Discover Cards terminates, your are no longer permitted to use Discover Program Marks), (ii) delivery of notice by us or the respective Card Organization to you of the termination of the right to use the program Mark(s) for that Card Organization,or (iii) termination of the license to use the program marks by the respective Card Organization to us. American Express: If you elected to accept the American Express Card on your Application, whenever payment methods are communicated to customers, or when customers ask what payments are accepted, you must indicate your acceptance of the American Express Card and displaylhe American Express Marks (including any Card application forms provided to you) as prominently and in the same manner as you do for any other Card or payment products .. You must not use the American Express Marks in anyway that injures or diminishes the goodwill associated with the American Express Marks, nor (without prior written consent from us) indicate that American Express endorse your goods or services.You shall only use the American Express Marks as permitted by the Agreement and shall cease using the American Express Marks upon termination of the Agreement. 26.13.1. Discover Sublicense to Use Discover Program Marks. You are prohibited from using the Discover Program Marks, as defined below, other than as expressly authorized in writing by us. "Discover Program Marks" means the brands, emblems, trademarks and/or logos that identify Discover Cards, including, without limitation, Diners Club International Cards, JCB, Union Pay, BCcard, and Dinacard. Additionally, you shall not use the Discover Program Marks other than as a part of the display of decals, signage,advertising and other forms depicting the Discover Program Marks that are provided to you by us or otherwise approved in advance in writing by us. You may use the Discover Program Marks only to promote the services covered by the Discover Program Marks by using them on decals, indoor and outdoor signs, advertising materials and marketing materials; provided that all such uses by you must be approved in advance by us in writing. You shall not use the Discover Program Marks in such a way that customers could believe that the products or services offered by you are sponsored or guaranteed by the owners of the Discover Program Marks. You recognize that you have no ownership rights in the Discover Program Marks.You shall not assign to any third party any of the rights to use the Program Marks. 26.13.2. American Express sublicense to Use American Express Marks. You shall only use the American Express Marks as reasonably necessary to perform your obligations underthe Agreement.The guidelines listed below apply to the Merchant's use of the American Express "Blue Box"logo. The "Blue Box" logo must always be shown in the pre-approved "American Express blue" or, in one or two color communications, or black. The space around the"Blue Box"must equal at least 1/3 the size of the box. WFBl 707GOV REVOO (7 /14) 25 The "Blue Box" logo minimum size is 3/8" and 1 /2" is the preferred size. A minimum distance of 1-1/2 times the size ofthe"Blue Box"must be allowed between the"Blue Box"logo and another Mark. For additional guidelines on the use of the American Express Marks, you can visit the American Express website atwww.americanexpress.com/decals. You must remove American Express Marks from your website and wherever else they are displayed upon termination of the Agreement or if do not elect to accept or are not authorized to accept American Express Cards. 26.14. Cash Payments by and Cash Disbursements to Cardholders. You must not accept any direct payments from Cardholders for Charges of merchandise or services which have been included on a Sales Draft; it is the right of the Issuer to receive such payments. You may not make any cash disbursements or cash advances to a Cardholder as part of a Card transaction unless you are a financial institution with express authorization in writing in advance by Servicers. For Discover, cash advances in authorized jurisdictions other than the United States may be conducted in an originating currency provided that cash advances may be subject to dispute and/or Acquirer fees. 26.15. Discover Cash Over Transactions. Cash Over transactions are not available for MasterCard or Visa transactions. You may issue Cash Over in connection with a Discover Card sale provided that you comply with the provisions of this Agreement including the following requirements: You must deliver to us a single authorization request for the aggregate total of the goods/services purchase amount and the Cash Over amount of the Card sale. You may not submit separate authorization requests for the purchase amount and the Cash Over amount. The Sales Draft must include both the purchase amount and the Cash Over amount, and you may not use separate Sales Drafts for the purchase amount and Cash Over amount. Cash Over may only be offered with a Card Present Card Sale that includes a purchase of goods or services by the Card holder. You must not issue Cash Over as a stand-alone transaction. Merchants that offer Cash Over may require the total amount of a Card Sale with a Credit product, including Cash Over, to meet a minimum transaction amount of up to $10.00. You shall not assess or charge fees of any type or amount, including any surcharges,on Cash Over transactions. None of the fees or charges applicable to Cash Advances shall be applied to Cash Over transactions. Cash Over may not be dispensed in connection with Credits, Cash Advances, or any Card Sale for which you are unable to electronically capture Track Data using the POS Device. The maximum amount of cash that you may issue as Cash Over is $100.00. (Cash Over may not be available in certain markets. Contact us for further information.) 26.16. Telecommunication Transactions. Telecommunication Card Sales occur when a telephone service provider is paid directly using a Card for individual local or long-distance telephone calls.(NOTE: pre-paid telephone service cards are not and do not give rise to Telecommunication Card Sales). Prior to conducting Telecommunication transactions you must contact us for approval and further instructions, rules and requirements. Failure to do so could result in additional charges or termination of this Agreement. If the appearance of the Card being presented or the behavior of the person presenting the Card is suspicious in nature, you must immediately call the Voice Authorization Center and ask to speak to a Code 1 O operator. Answer all their questions and follow their instructions. While not proof that a transaction is fraudulent, the following are some suggestions to assist you in preventing fraudulent transactions that could result in a Chargeback: Ask yourself, does the Customer: appear nervous/agitated/hurried? appear to be making indiscriminate purchases (e.g., does not care how much an item costs, the size, etc.)? make purchases substantially greater than your usual customer (e.g., your average transaction is $60, but this transaction is for $360)? insist on taking the merchandise immediately {e.g., no matter how difficult it is to handle, is not interested in free delivery, alterations, etc.)? appear to be purchasing an unusual amount of expensive items or the same items? February 13, 2018 Item #6 Page 84 of 232 take an unusual amount of time to sign the Sales Draft, or look at the back of the Card as he signs? talk fast or carry on a conversation to distract you from checking the signature? take the Card from a pocket instead of a wallet? repeatedly come back, in a short amount of time or right before closing time, to make additional purchases? cause an unusual, sudden increase in the number and average sales transactions over a one-to three-day period? tell you he has been having some problems with his Issuer and request that you call a number (that he provides) for a "special"handling or Authorization? have a previous history of disputed Charges? place orders to be shipped to an address other than the billing address,or use anonymous/free email domains? place orders sent to zip codes or countries where you show a history of fraudulent claims? frequently make purchases and then return goods for cash? use a prepaid Card to purchase other prepaid Cards? use a large numbers of prepaid Cards to make purchases? Does the Card: have characters the same size, height, style and all within alignment? appear to be re-embossed (the original numbers or letters may be detected on the back of the Card)? have a damaged hologram? have a Magnetic Stripe on the back on the Card? have an altered Magnetic Stripe? have an altered signature panel (e.g., appear discolored, glued or painted, or show erasure marks on the surface)? have"valid from" (effective) and "valid thru" (expiration) dates consistent with the sale date? If you use an electronic terminal and swipe the Card, make sure the account number displayed on the terminal and/or the Sales Draft matches the number on the Card. If you cannot or do not verify the account number and accept the sale, you are subject to a Chargeback and could be debited for the amount of the transaction. IF THE NUMBERS DO NOT MATCH, DO NOT ACCEPT THE CARD AS A FORM OF PAYMENT, EVEN THOUGH AN AUTHORIZATION CODE FOR THE MAGNETICALLY SWIPED CARD NUMBER MAY BE RECEIVED. Fraud-Prone Merchandise Tips: Gift Cards,jewelry,video,stereo,computer and camera equipment,shoes and men's clothing are typically fraud-prone because they can easily be resold. Be suspicious of high dollar amounts and transactions with more than one fraud-prone item, e.g., two VCRs, three gold chains, etc. If you suspect fraud: Call the Voice Authorization Center and ask to speak to a Code 1 O operator. If the terminal does not display the Card number, call the POS Help Desk for terminal assistance. REMEMBER: AN AUTHORIZATION CODE ONLY INDICATES THE AVAILABILITY OF A CARDHOLDER'S CREDIT AT THE TIME OF THE TRANSACTION. IT DOES NOT WARRANT THAT THE PERSON PRESENTING THE CARD IS THE RIGHTFUL CARDHOLDER.IF PROPER PROCEDURES ARE NOT FOLLOWED ATTHETIME OF THE TRANSACTION, YOU ARE SUBJECTTO A CHARGEBACK AND YOUR ACCOUNT MAY BE DEBITED FOR THE AMOUNT OFTHETRANSACTION. You must prepare a Sales Draft or Credit Draft, as applicable, for each Card transaction and provide a copy of it or a transaction receipt or copy of the Draft to the Cardholder at the time the Card transaction is completed. 28.1. Information Required. All of the following information must be contained on a single page document constituting a Sales Draft or Credit Draft: Card holder's account number must appear on the Sales Draft or Credit Draft in the manner required by applicable law and Card Organization Rules. NOTE: The copy of the Sales Draft or Credit Draft you provide to a Cardholder must not include the Cardholder's expiration date or any more than the last four digits of the Card holder's Card number. Some states have similar requirements that also apply to the Sales Drafts or Credit Drafts you retain. MasterCard WFB1707GOV REVOO (7/14) 26 requires that Card expiration dates be excluded from the Sales Drafts or Credit Drafts your business retains.You are solely responsible to determine the Card account number truncation requirements and Card expiration date exclusion requirements for your state/ jurisdiction; Clear imprint of the Card. Whenever the term "imprint" is used it refers to the process of using a manual imprinting machine to make an impression of the Card on a Sales Draft; it does not include the printout from a printer attached to an electronic device. If you use an electronic device (e.g.,authorization/draft capture terminal, cash register, POS Device, etc.) and swipe the Card to read and capture the Card information via the Magnetic Stripe, you do not have to imprint the Card. HOWEVER, IF THE TERMINAL FAILS TO READ THE MAGNETIC STRIPE OR IFYOU ARE REQUIRED TO OBTAIN A VOICE AUTHORIZATION,THEN YOU MUST IMPRINTTHE CARD. IN ADDITION, THE SALES DRAFT MUST HAVE THE CARDHOLDER'S SIGNATURE. FAILURE TO FOLLOW THESE PROCEDURES WILL PREVENT YOU FROM DEFENDING A TRANSACTION IN THE EVENTTHAT IT IS CHARGED BACK UNDER A CLAIM THATTHE RIGHTFUL CARDHOLDER DID NOT AUTHORIZE THE PURCHASE.ENTERING INFORMATION INTO A TERMINAL MANUALLY WILL NOT PREVENT THIS TYPE OF CHARGEBACK. FOR MAIL/- TELEPHONE/INTERNET AND OTHER CARD NOT PRESENT ORDERS SEE SECTION 28.2.; Cardholder's signature. However, eligible merchants participating in MasterCard's Quick Payment Service Program, Visa Easy Payment Program, American Express No Signature Program, Discover No Signature Program, and/or certain Discover transactions (see note below) are not required to obtain the Card holder's signature under certain conditions set forth by each program; Date of the transaction; Amount of the transaction (including the approved currency of the sale); Description of the goods and/or services involved in the transaction (if there are too many items,combine them into one description; e.g."clothing"instead of"one pair of pants, one shirt"). Do not carry information onto a second Sales Draft; Description of your merchandise return and Credit/refund policy; A valid authorization code;and Merchant's Doing Business As ("D/B/A") name and location (city and state required) and Merchant Account Number. When imprinting Sales Drafts, do not alter the Cardholder account number,circle or underline any information on the Sales Draft or alter a Sales Draft in any way after the transaction has been completed and signed. Stray marks and other alterations on a Sales Draft may render it electronically unscannable, unreadable or illegible. This may result in a Chargeback or summary adjustment to your account. For Discover sales using a paper Sales Draft (as opposed to Electronic Draft Capture), the paper sales draft must also contain the initials of your representative or employee that conducted the transaction.For Discover Credits, the Credit Draft must contain the signature of your authorized representative or employee that conducted the transaction. Discover Card Sales in an amount more than $50.00 including sales taxes, tip, surcharge and/ or Cash Over amount are not eligible for treatment as No Signature Required Card Sales and you may lose a dispute of such a Card Sale if the Merchant fails to obtain the Cardholder's Signature on the Sales Draft. Eligible merchants participating in Visa Easy Payment Service ("VEPS") (Visa's No Signature Required Program), Quick Payment Service and/or Small Ticket are only required to provide the Cardholder with the completed Sales Draft when requested by the Card holder. NOTE: For Visa, MasterCard and Discover transactions, if you are a merchant operating under certain merchant category codes ("MCC') approved by Visa, MasterCard and Discover, you are not required to obtain the Cardholder's signature so long as the full track data is transmitted in the authorization request and the sale amount is below the applicable program floor limit (MasterCard/ Discover/ American Express is $50.00 or less.Visa's program limit remains at $25.00 or less excluding U.S.grocery stores (MCC 5411) and discount stores (MCC 5310) where the limit has been raised to $50.00. For MasterCard, if you are operating vending machines under MCC 5499 (Miscellaneous Food Stores-Convenience Stores, Markets, Specialty Stores), you need not provide a receipt at the time a transaction is conducted. If a vending machine cannot provide a printed receipt, you must disclose and post instructions advising customers how a receipt may be obtained. February 13, 2018 Item #6 Page 85 of 232 Sales Drafts for American Express Transactions. You must create a Sales Draft for every Charge. For each Charge submitted electronically, you must create an electronically reproducible Sales Draft.The Sales Draft (and a copy of the customer's receipt) must disclose your return and/or cancellation policies. If the Cardholder wants to use different Cards for payment of a purchase, you may create a separate Sales Draft for each Card used. However, if the Card holder is using a single Card for payment of a purchase, you shall not divide the purchase into more than one Charge, nor shall you create more than one Sales Draft. • Submit the Charge to American Express directly, or through your Processor, for payment. • Retain the original Sales Draft (as applicable) and all documents evidencing the Charge, or reproducible records thereof, for the timeframe listed in our country- specific policies. • Provide a copy of the Sales Draft to the Cardholder. You may be able to create more than one Sales Draft if the purchase qualifies for a delayed delivery Charge. The retention time frame for Sales Drafts is twenty- four (24) months from the date you submitted the corresponding Charge to us. Pursuant to applicable law, truncate the Card number and do not print the Card's expiration date on the copies of Sales Drafts delivered to Cardholders.Truncated Card number digits must be masked with replacement characters such as"x,""*" or"#,"and not blank spaces or numbers. If you submit Charges on paper, you must create a Sales Draft containing all of the following required data: • Provide a copy of the Sales Draft to the Cardholder. Full Card number and expiration date (pursuant to applicable law), and if available, Card holder name. The date the Charge was incurred. The amount of the Charge, which must be the total price for the purchase of goods and services (plus applicable taxes and gratuities) purchased on the Card. A clear description of the goods or services purchased by the Card holder. An imprint or other descriptor of you name, address, Merchant Account Number and, if applicable, store number. The words "no refunds" if you have a no refund policy, and you return and/or cancellation policies. American Express No Signature Program. You may participate in the American Express No Signature Program. The No Signature Program allows establishments not to request a signature from Cardholders on the Sales Draft.To qualify for the No Signature Program, both the establishment and each Charge must meet the following criteria: Establishment Criteria. If your establishment is classified in an industry that accepts in-person Charges, then the establishment may participate in the No Signature Program with the exception of the following categories: Merchants who do not conduct in-person Charges (i.e., internet, mail order or telephone order). Prohibited transactions as set forth in Section 39.6 or illegal transactions or activity, as described in Section 25.2. High Risk Merchants (e.g., establishments whose business type has had historically high occurrences of fraud and disputed charges with American Express or as compared to other similarly situated merchants (or both); examples include internet electronic services or nightclubs/lounges) as determined by American Express in its sole discretion. Merchants placed in American Express' Fraud Full Recourse Program. Charge Criteria: The amount or Charge must meet the threshold established in American Express' country specific policy. The Charge Submission must include the appropriate indicator to reflect that the Card and the Cardholder were present at the point of sale. The Charge Submission must include a valid approval. Under the No Signature Program, Chargebacks will not be exercised for such Charges based solely on the establishment's failure to obtain the Cardholder's signature at the point of sale. If a disproportionate amount or a number of disputed Charges under the No Signature Program occur, you must cooperate to WFB1707GOV REVOO (7 /14) 27 reduce the amount or number of disputed Charges. If such efforts fail, you may be placed in American Express Chargeback programs, or your establishment's participation in the No Signature Program may be modified or terminated. The established threshold for charges to qualify under the No Signature Program is $50.00 or less. 28.2. Mail /Telephone/ Internet (Ecommerce) Orders and Other Card Not Present Sales. You may only engage in mail/telephone/ Internet orders provided they do not exceed the percentage of your total payment Card volume reflected on your Application. Failure to adhere to this requirement may result in cancellation of your Agreement. Merchants conducting Internet transactions using MasterCard or Visa Cards must have special codes (an "Electronic Commerce Indicator") added to their authorization and settlement records. Discover does not use an Electronic Commerce Indicator. Failure to register as a merchant conducting Internet transactions can result in fines imposed by the Card Organizations. Mail, Telephone, Internet and other Card Not Present transactions have a substantially higher risk of Chargeback. Since you will not have an imprinted or magnetically swiped transaction and you will not have the Card holder's signature on the Sales Draft as you would in a face-to-face transaction, you will assume all risk associated with accepting a mail/telephone/Internet or other Card Not Present transaction. The following procedures, while they will not eliminate Chargebacks, are useful in reducing them and should be followed by you: Obtain the expiration date of Card. On the Sales Draft, clearly print the Cardholder's account number; effective and expiration dates; date of transaction; description of the goods and services; amount of the transaction (including shipping, handling, insurance, etc.); Cardholder's name, billing address and shipping address; authorization code; and merchant's name and address (city and state required); provided, that you must effect PAN Truncation, and must not include the expiration date, on the copy of the Sales Draft or Credit Draft that you provide to the Cardholder, or as required by applicable law, the Sales Draft or Credit Draft you retain. For mail orders, write "MO"; for telephone orders, write "TO" on the Cardholder's signature line. If feasible, obtain and keep a copy of the Cardholder's signature on file on a form authorizing you to submit telephone and mail order transactions. You should utilize the Address Verification Service for all Card Not Present Transactions (see note below).AddressVerification is specifically required for all Discover Card Not PresentTransactions,and if you do not receive a positive match through AVS, you may not process the Discover Card Not Present Transaction. If you do not have AVS, contact us immediately. You should obtain the 3 or 4 digit Card Validation Code number and include it with each authorization request. Discover Card Organization Rules specifically require that you submit the Card Validation Code with the authorization request for all Discover Card Not Present Transactions. For telephone orders, it is recommended that written verification of the sale be requested from the Cardholder (sent by mail or fax). You may not submit a transaction for processing until after the merchandise has been shipped or the service has been provided to the customer. (The Card Organizations will permit the immediate billing of merchandise manufactured to the customer's specifications [i.e., special/custom orders] provided the Card holder has been advised of the billing details.) You should provide a copy of the Sales Draft to the Cardholder at the time of delivery.You must also obtain proof of delivery of the goods or services to the address designated by the Cardholder (i.e., by getting a signature of the Cardholder or person designated by the Cardholder through the delivery carrier). If the Cardholder visits one of your locations to receive the goods or services purchased, obtain an imprint of the card and the Cardholder's signature. Notify the Cardholder of delivery time frames and special handling and/or of cancellation policies. Merchandise shipping dates must be within seven (7) days of the date Authorization was obtained. lf,afterthe order has been taken, additional delays will be incurred (e.g., out of stock), notify the Cardholder and reauthorize the transaction. You may not require a Cardholderto complete a postcard or other document that displays the Cardholder's account number in clear view when mailed. If you accept orders via the Internet, your web site must include the following February 13, 2018 Item #6 Page 86 of 232 information in a prominent manner: -Complete description of the goods or services offered -Description of your merchandise return and Credit/refund policy; -Customer service contact, including email address and/or telephone number; -Transaction currency (U.S. dollars, unless permission is otherwise received from Servicers); -Any applicable export or legal restrictions; -Delivery policy; -Consumer data privacy policy; - A description of the transaction security used on your website; and -The sale or disclosure of databases containing Cardholder account numbers, personal information, or other Card transaction information to third parties is prohibited. -Address of merchant including country. -Cancellation policy; and -Date any free trial period ends. You may not accept Card Account Numbers through Electronic Mail over the Internet. NOTE: AVS (and other fraud mitigation tools such as Verified by Visa, MasterCard Secure Code, CW2, CVC2 and CID verification) does not guarantee against Chargebacks, but used properly, it assists you in reducing the risk of fraud by confirming whether certain elements of the billing address provided by your customer match the billing address maintained by the Issuer. AVS also may help you avoid incurring additional interchange expenses. AVS is a separate process from obtaining an Authorization and will provide a separate response. A transaction may not match addresses when submitted for AVS and still receive an Authorization. It is your responsibility to monitor the AVS responses and use the information provided to avoid high-risk transactions. American Express Internet Charges. For internet orders, you must use separate Merchant Account Numbers provided to you for internet orders on all your requests for Authorization and submission of charges, provide at least one (1) month's prior written notice of any change in your internet address, and comply with any additional requirements that may be added from time to time.Additionally,if a disputed Charge arises involving a Card Not Present Charge that is an internet electronic delivery Charge, a Chargeback may be exercised for the full amount. Processing a Card Not Present Charge for American Express Transactions you must: Submit the Charge to American Express; For Card Not Present Charges, you must create a Sales Draft and ask the Card holder to provide: Card number; Card expiration date; In addition, it is recommended that you ask for: Name as it appears on the Card, Card holder's billing address, and Ship-to address, if different from the billing address. American Express will not Chargeback for such charges based solely upon a Card- holder claim that he or she did not receive the disputed goods if you have: Verified the address to which the goods were shipped was the Cardholder's full billing address. Provided proof of delivery signed by the Card holder or an authorized signer of the Card indicating the delivery of the goods or services to the Cardholder's full billing address. American Express will not be liable for actual or alleged fraudulent transactions over the internet and will have the right to Chargeback for those charges. For Internet Orders, you must: Use any separate merchant numbers (seller ID) established for your internet orders in all of your requests for Authorization and Submission of charges. Provide us with at least one (1) month's prior written notice of any change in your internet address. Comply with any additional requirements that American Express provides from time to time. Additionally, if a disputed Charge arises involving a Card Not Present Charge that is an internet electronic delivery Charge, American WFB1707GOV REVOO (7/14) 28 Express may exercise Chargeback for the full amount of the Charge and place you in any of its Chargeback programs. When providing Proof of Delivery, a signature from the Cardholder or an authorized signer of the Card is not required. 28.2.1. Discover Protocol for Internet Transactions. Each Internet Discover Card transaction accepted by you and submitted to us shall comply with Discover standards, including, without limitation, Discover standards governing the formatting, transmission and encryption of data, referred to as the "designated protocol."You shall accept only those Internet Discover Card transactions that are encrypted in accordance with the designated protocol. As of the date of these Operating Procedures, the designated protocol for the encryption of data is Secure Socket Layer (SSL). We may, at our discretion, withhold Settlement until security standards can be verified. However, the designated protocol, including any specifications with respect to data encryption, may change at anytime upon thirty (30) days advance written notice.You shall not accept any Internet Discover Card transaction unless the transaction is sent by means of a browser which supports the designated protocol. 28.3. Customer Service Telephone Numbers for Card types which are funded by individual non-bank Card Organizations include: American Express/ESA or Direct American Express JCB, International (For YEN and CAD currency only) TeleCheck Voyager WEX 1-800-528-5200 1-800-451-5817 1-800-366-4522 1-800-366-1054 1-800-987-6591 1-800-492-0669 (24 hours) THE FOLLOWING IS IMPORTANT INFORMATION REGARDING THE PROTECTION OF CARDHOLDER DATA. PLEASE REVIEW CAREFU.LLY AS FAILURE TO COMPLY CAN RESULT IN SUBSTANTIAL FINES AND LIABILITIES FOR UNAUTHORIZED DISCLOSURE AS WELL AS TERMINATION OF THIS AGREEMENT. 29.1. Payment Card Industry Data Security Standards (PCI DSS). Visa, MasterCard, Discover and JCB and American Express aligned data security requirements to create a global standard for the protection of Cardholder data. The resulting Payment Card Industry Data Security Standards (PCI DSS) defines the requirements with which all entities that store, process, or transmit payment card data must comply. PCI DSS is the name used to identify those common data security requirements.The Card holder Information Security Program (CISP) is Visa USA's data security program, the Site Data Protection (SOP) program is MasterCard's data security program and Discover Information Security and Compliance (DISC) is Discover's data security program, and the Data Security Operating Policy (DSOP) is American Express' data security program, each based on the PCI DSS and industry aligned validation requirements. PCI DSS PCI compliance validation is focused on Merchant Equipment (as defined below) where Cardholder data is processed, stored, or transmitted, including: All external connections into your network (i.e., employee remote access, third party access for processing, and maintenance). All connections to and from the Authorization and settlement environment (i.e., connections for employee access or for devices such as firewalls, and routers); and Any data repository outside of the Authorization and settlement environment. For the purposes of this Section 29, "Merchant Equipment" means any and all equipment you use in connection with Card authorization, clearing, completing, settling, transmitting or other related processing, including, without limitation,all telecommunication lines and wireless connections and software, systems, point- of-sale terminals, card readers, merchandise and card scanners, printers, PIN pad devices and other hardware, whether owned by you, Merchant Providers or other Persons used by you. The Card Organizations or we may impose fines or penalties, or restrict you from accepting Cards if it is determined that you are not compliant with the applicable data security requirements. We may in our sole discretion, suspend or terminate Services under this Agreement for any actual or suspected data security compromise.You agree that you will not request any Authorizations, submit any Sales Drafts or Credit Drafts until you have read and understood the PCI DSS, CISP, SOP and DISC for which you acknowledge we have provided you sufficient information to obtain,and you will be deemed to have done so upon our receipt February 13, 2018 Item #6 Page 87 of 232 of your request or submission of any Authorizations, Sales Drafts or Credit Drafts. You must comply with the data security requirements described in this Section 29.1, including without limitation, PCI DSS, SDP,CISP and DISC.and any additional Card Organization requirements applicable to payment applications and PIN transactions. Detailed information about PCI DSS, can be found at the PCI DSS Counsel's website: www.pcisecuritystandards.org. Detailed information about Visa's CISP program can be found at Visa's CISP website: www.visa.com/cisp Detailed information about MasterCard's SOP program can be found at the MasterCard SOP website:www.mastercard.com/sdp Detailed information about DISC can be found at Discover DISC website: http://www.discovernetwork.com/fraudsecurity/disc.html 29.2. Data Security Requirements. You must comply with the data security requirements shown below: You must install and maintain a secure network firewall to protect data across public networks. You must protect stored data and data sent across networks using methods indicated in the PCI DSS. You must use and regularly update anti-virus software and keep security patches up-to-date. You must restrict access to data by business "need to know," assign a unique ID to each person with computer access to data and track access to data by unique ID. You must not use vendor-supplied defaults for system passwords and other security parameters. You must regularly test security systems and processes. You must maintain a policy that addresses information security for employees and contractors. You must restrict physical access to Card holder information. You may not transmit Cardholder account numbers to Cardholders for Internet transactions. You cannot store or retain Card Validation Codes (three-digit values printed in the signature panel of most Cards, and a four digit code printed on the front of an American Express Card) after final transaction authorization. You cannot store or retain Magnetic Stripe data, PIN data or AVS data. Only Cardholder account number, Cardholder Name and Cardholder expiration date can be retained subsequent to transaction authorization. You must destroy or purge all Media containing obsolete transaction data with Cardholder information. You must keep all systems and Media containing Card account,Cardholder or transaction information (whether physical or electronic) in a secure manner so as to prevent access by, or disclosure to any unauthorized party. For Internet transactions, copies of the transaction records may be delivered to Cardholders in either electronic or paper format. · You must use only services and Merchant Equipment that have been certified as PCI DSS compliant by the Card Organizations. 29.3. Compliance Audits. You may be subject to ongoing validation of your compliance with PCI DSS standards. Furthermore, we retain the right to conduct an audit at your expense, performed by us or a third party designated by us to verify your compliance, or that of your agents or Merchant Providers, with security procedures and these Operating Procedures.In any event, upon request, you shall provide us with copies of any and all reports developed by your forensic vendor(s), and you shall ensure that we have direct communication access with such forensic vendor(s). 29.4. Immediate Notice Required. In the event that transaction data is known or suspected of having been accessed or retrieved by any unauthorized Person, you must contact us immediately and in no event more than 24 hours after becoming aware of such activity. 29.5. Investigation. You must, at your own expense (i) perform or cause to be performed an independent investigation, including a forensics analysis performed by a certified forensic vendor acceptable to us and the Card Organizations in accordance with Card Organization standards, of any data security breach of Card or transaction data, (ii) provide a copy of the certified forensic vendors final report regarding the incident to us and the Card WFB1707GOV REVOO (7 /14) 29 Organizations, (iii) perform or cause to be performed any remedial actions recommended by any such investigation, and (iv) cooperate with us in the investigation and resolution of any security breach. Notwithstanding the foregoing, if required by the Card Organization, we will engage a forensic vendor approved by a Card Organization at your expense. You must cooperate with the forensic vendor so that it may immediately conduct an examination of Merchant Equipment, and your Merchant Providers' procedures and records and issue a written report of its findings. 29.6. Required Information for Discover Security Breaches. For security breaches involving Discover transactions and/or track data, you must provide us and/or Discover with the following information: (i) the date of breach; (ii) details concerning the data compromised (e.g.,account numbers and expiration dates, Cardholder names and addresses, etc.); (iii) the method of such breach; (iv) your security personnel contacts; (v) the name of any person (including law enforcement) assisting you with your investigation of such breach; and (vi) any other information which we reasonably request from you concerning such breach,including forensics reports.You shall provide such information as soon as practicable, and the items listed in (i)-(v) shall be provided to us in any event within 48 hours of your initial notification to us of the breach. 29.7. Merchant Providers. The data security standards set forth in this Section 29 also apply to Merchant Providers. Before you engage any Merchant Provider, you must provide to us in writing (a) the Merchant Provider's legal name, (b) contact information, and (c) intended function.You acknowledge and agree that you will not use, or provide Card holder data access to, any Merchant Provider until you receive our approval and, if required, confirmation of our registration of that Merchant Provider with applicable Card Organizations.You must ensure that you and Merchant Providers: (i) comply with the registration process which can involve site inspections, background investigations, provision of financial statements, and any other information required by a Card Organization; (ii) comply with the periodic and other reporting required by a Card Organization; and (iii) comply with all applicable Card Organization Rules, including without limitation, those requiring security of Cardholder data. You may allow Merchant Providers access to Cardholder data only for purposes authorized under and in conformance with the Card Organization Rules. You are responsible for all our costs and expenses associated with our review, approval, certification (and recertification as may required by us or the Card Organization Rules) and registration of any Merchant Providers. Your use of the Services, equipment, software, systems, materials, supplies or resources of third parties regarding your Card transactions processing, including, without limitation, Merchant Providers and any third party lessors or licensors, will not affect your obligations under this Agreement to us which will apply to the same extent as if you had not used them. We have no liability or responsibility to you or others regarding these third parties, even if we referred them to you.These third parties are your agents, and you are solely responsible for (i) determining whether they can meet your needs and standards, (ii) their actions, inactions and compliance with the terms of this Agreement and the Card Organization Rules and (iii) any and all fees, costs, expenses and other obligations owed to them by you or owed by them to us or to Card Organizations. 29.8. Reserved. 29.9. Costs. If you or a Merchant Provider (or other Person used by you) are determined by any Card Organization, regardless of any forensic analysis or report, to be the likely source of any loss, disclosure, theft or compromise of Cardholder data or Card transaction information (together, "Compromised Data Events") and regardless of your belief that you have complied with the Card Organization Rules or any other security precautions and are not responsible for the Compromised Data Event, you must promptly pay us for all related expenses, claims,assessments, fines, losses, costs, and penalties arid Issuer reimbursements imposed by the Card Organizations against us (together, "Data Compromise Losses"). In addition to the foregoing, you must also pay us promptly for all expenses and claims made by Issuers against us alleging your responsibility for the Compromised Data Event, apart from any claim procedures administered by the Card Organizations. Each authorization request you submit to us must fully comply with the applicable provisions of this Agreement. Submission of an authorization request that does not fully comply may result in assessment of additional fees to you, a declined authorization response or a Chargeback to you. February 13, 2018 Item #6 Page 88 of 232 An Authorization Approval Code only indicates the availability of Credit on an account at the time the Authorization is requested. It does not guarantee or warrant that the person presenting the Card is the rightful Card holder, the Charge is in fact valid or bona fide, nor is it a promise or guarantee that you will be paid for the Charge and not be subject to a Chargeback. You must obtain an Authorization Approval Code from us (or as authorized, pursuant to Section 5.4) for all transactions.A positive authorization response for MasterCard remains valid for seven (7) days for electronic processed transactions. For true paper merchants for MasterCard and Visa transactions the Authorization remains valid for fourteen (14) days. A positive authorization response for Visa will remain valid for thirty (30) calendar days from the date the Issuer provides the Authorization response for Card Sales in the car rental Industry, airline and passenger railway industries, the lodging industry, and other travel MCCs including passenger transport and ten (1 O) days from the date of the Authorization response for Card Sales by Merchants in all other industries and MCCs. A positive Authorization response for Discover Network transactions remains valid for ten (1 O) days for Non T&E transactions and thirty (30) days forT&E transactions. A positive Authorization response for American Express Non T&E transactions are good for seven (7) days,and American ExpressT&E transactions are good for thirty (30) days. Failure to obtain an Authorization Approval Code for a sales transaction may result in a Chargeback and/or the termination of your Agreement. Authorization Approval Codes can be obtained through your POS Terminal or a Voice Response Unit ("VRU"). Any fees related to Authorizations will be charged for a request for an Authorization Approval Code, whether or not the transaction is approved. Do not attempt to obtain an Authorization Approval Code provided by someone other than us except as described in Section 30.4. If a Cardholder or another service provider provides you with either an authorization number or with a telephone number for obtaining Authorizations, the Authorization Approval Code you receive may not be valid. Even if the transaction is initially processed and funded, it may be charged back at a later date. Also, if you receive a purported Authorization Approval Code from someone other than us, we will not have the supporting records and will be unable to verify that you received the authorization if that is later questioned in a Chargeback. If you obtain Address Verification, you must review the AVS response separately from the authorization response and make your own decision about whether to accept the transaction.A transaction can receive an Authorization Approval Code from the Card Issuer even if AVS is unavailable or reflects that the address provided to you does not match the billing address on file at the Issuer. If the authorized Card holder disputes such a transaction, you will be responsible for the resulting Chargeback. If you receive a Referral response to an attempted Authorization, you may not submit the transaction without calling for and receiving a voice authorization. After receiving a Referral response you may not attempt another Authorization on the same Card through your POS Terminal. If you fail to obtain an Authorization Approval Code or if you submit a Card transaction after receiving a decline (even if a subsequent Authorization attempt results in an Authorization Approval Code), your transaction may result in a Chargeback and may be assessed fines or fees by the Card Organizations for which you will be responsible. These currently range from $25 to $150 per transaction. To avoid these costs and related Chargebacks, always obtain an Authorization Approval Code directly from your terminal before submitting a transaction for settlement. For Cards other than MasterCard, Visa and Discover (e.g., American Express, etc.) or for check acceptance, you must follow the procedures for authorization and acceptance for each. For American Express, you must obtain an Authorization Approval Code except for charges under a floor limit.The Authorization must be for the full amount of the Charge except for merchants that are classified in the restaurant industry. You may not attempt to obtain multiple Authorizations for a single transaction. If a sale is declined, do not take alternative measures with the same Card to obtain an approval of the sale from other authorization sources. Instead, request another form of payment. If you accept and process a transaction that was declined, or attempt multi-transactions and/or multi-Authorizations, you are subject to a Chargeback, Card Organization Fines and/or cancellation of your Agreement. Do not discuss reason for decline with a Cardholder rather refer them to the customer service number on the back of the Card. For Visa, MasterCard and Discover transactions, automated fuel dispensers must WFB1707GOV REVOO (7/14) 30 ensure that completion messages are submitted for MasterCard's Card within 60 minutes of the Authorization. For Discover transactions, Merchants operating in the petroleum industry that conduct Card Sales at Automated Fuel Dispensers (AFDs), may submit an Authorization Request for $1.00 to verify the validity of the Card presented. Under such circumstances, you must submit an Authorization Advice Message for the actual amount of the Card Sale within sixty (60) minutes of completion of fuel delivery regardless of whether you previously received a Partial Authorization Response or a positive Authorization Response for any other amount. If you do not complete the Card Sale following receipt of an approved Authorization Response for any amount,a request to cancel the Authorization Request must be submitted within sixty (60) minutes of the completion of fuel delivery. 30.1. Card Not Present Transactions. You should obtain the 3 or 4 digit Card Validation Code (CW2, CVC2, CID) and submit this Code with all authorization requests with respect to transactions where the Card is not present (e.g., telephone, mail or internet sales). However, for recurring transaction Authorizations you should submit the Card Validation Code with the first authorization request only, and not with subsequent recurring transaction authorization requests (See Section 26.7). NOTE: For each Card Not Present Discover transaction, you must also verify the name and billing address of the Discover Cardholder using the Address Verification System (AVS), and if you do not receive a positive match, do not process the Discover Card Not Present transaction. For Gateway merchants, it is your responsibility to ensure AVS/CW2/CVC2 settings are appropriate to deter fraud for your particular type of business. 30.2. Authorization via Telephone (Other than Terminal/Electronic Device Users). Call your designated voice authorization toll free number and enter the authorization information into the VRU using a touch tone phone or hold for an authorization representative. If advised to pick up a Card, use reasonable and peaceful means to do so, and do not take any action that will alarm or embarrass the Card presenter. You will bear all responsibility for claims, liabilities, costs and expenses as a result of any action by you, your employees, vendors or agents, that attempt to retain a Card without the Issuer's direct request or failure to use reasonable, lawful means in retaining or attempting to retain the Card. Forward the Card to:Attn: Rewards Department, P.O. Box 5019, Hagerstown, MD 21740.You may be paid a reward for the return of the Card. On occasion, the Authorization Center will ask you to obtain identification from the Cardholder before issuing an approval code.If you are instructed to do so, clearly write the appropriate identification source and numbers in the space provided on the Sales Draft unless otherwise prohibited by law. If the sale is declined, please remember that our operators are only relaying a message from the Issuer.The fact that a sale has been declined should not be interpreted as a reflection of the Cardholder's creditworthiness. The Card holder should be instructed to call the Issuer. 30.3. Authorization via Electronic Devices. If you use an electronic terminal to obtain Authorization Approval Code, all sales should be authorized through this equipment. Authorizations through other methods will result in additional charges to you. If your terminal malfunctions, refer to your Quick Reference Guide, if necessary, or call the POS Help Desk. The problem will either be corrected promptly or may require terminal programming or replacement. During the period in which your terminal is not functioning, remember to check it periodically since most terminal problems are temporary in nature and are quickly corrected. If a terminal is moved or if wires are disconnected, causing malfunction, call the POS Help Desk immediately and follow their instructions. You may be responsible for any service charges incurred for reactivation of the terminal. Until the terminal becomes operable, you must call your designated voice authorization toll free number and enter authorization information into the VRU using a touchtone phone. During this time, each transaction must be imprinted using a manual Imprinter machine. Failure to obtain an Author- ization Approval Code and to imprint these transactions could result in a chargeback to your account. 30.4. Third Party Authorization System. If you have contracted with another authorization network to obtain Credit Card authorization, i.e., your terminal can Split Dial,liability resulting from discrepancies with that network must be resolved between you and that network. February 13, 2018 Item #6 Page 89 of 232 We will not research Chargebacks resulting from Authorization Approval Codes obtained from another authorization service organization.Such Chargebacks will be passed through to you for resolution. If an authorization provided by a third party authorization system is challenged in a Chargeback, you must obtain proof (e.g., third party authorization logs) from the authorization source and submit it to us within the time frame specified on the Chargeback documentation received. IF YOU CONTRACTED TO USE ONE OF OUR AUTHORIZATION SERVICES, DO NOT USE ANOTHER THIRD PARTY SYSTEM WITHOUT NOTIFYING CUSTOMER SERVICE. OTHERWISE, WE WILL BE UNABLE TO SUCCESSFULLY RESEARCH AND DEFEND ANY AUTHORIZATION RELATED CHARGEBACKS ON YOUR BEHALF. THIS DELAY WILL SIGNIFICANTLY DECREASE YOUR TIME TO RESEARCH AND PROVIDE PROOF OF AUTHORIZATION, THUS REDUCING YOUR OPPORTUNITY TO REVERSE A CHARGEBACK. If you utilize another authorization network, you will be responsible for the downgrade of any transactions to a higher cost interchange that result from a mismatch of information to our systems and those of third party authorization networks (see Section 5.1). If you use a third party authorization network, you must also comply with Section 29.7. Call the following for other Card types: American Express/ESA or Direct JCB, International (For YEN and CAD currency only) TeleCheck Voyager WEX Available 24 hours/day; 7 days/week 1-800-528-5200 1-800-522-9345 1-800-366-5010 1-800-987-6589 1-800-842-0071 All approved sales authorized in this manner must be entered manually as "post authorization" transactions into the terminal, once the terminal becomes operational. All credit transactions must be entered into the terminal for data capture. You may be subject to a Chargeback if you receive a Referral and subsequently receive an approval. To reduce the risk of such a Chargeback, the Card should be imprinted using a manual Imprinter machine. (For specific procedures on Electronic Data Capture, refer to the Terminal Operating Instructions/Users Guide.) If the terminal malfunctions for more than twenty-four (24) hours, contact Customer Service for further instructions on processing your transactions. 30.5. Automated Dispensing Machines. Records must be produced for all transactions whose origin and data capture are automated dispensing machines or Limited AmountTerminals. Records should include the Cardholder account number, merchant's name, terminal location, transaction date and amount. 30.6. Pre-Authorization for T&E (Travel & Entertainment) and Restaurant Merchants. If you are a business engaged in providing travel and/or enter- tainment services (e.g., car rentals, hotels, motels, etc.) or a restaurant business, and engage in the practice of"pre-Authorization."You must comply with the following general procedures: A hotel, motel, or car rental merchant may obtain an estimated Visa, MasterCard or Discover Authorization at the time of check-in. Restaurants must not add an estimated tip amount to the authorization request beyond the value of the goods provided, or services rendered, plus any applicable tax. You must notify the Cardholder of the dollar amount you intend to "Pre- Authorize." If the customer decides to use another form of payment (e.g., cash, check, etc.) you must promptly call the Voice Authorization Response Unit to delete the authorization hold. Provide the Card holder's account number, original dollar amount and date of the transaction, and the authorization code. If a new transaction takes place,a new imprinted and signed Sales Draft for the exact amount and a new authorization code for that amount must be obtained. VEHICLE RENTAL PROVIDERS MAY NOT INCLUDE POTENTIAL VEHICLE DAMAGE OR INSURANCE DEDUCTIBLES IN ANY PREAUTHORIZATIONS. If you receive a decline on a transaction, you must wait twenty four (24) hours before attempting to reauthorize. If you reauthorize prior to this time frame and receive an approval, you may be subject to a chargeback and a fine imposed by the Card Organizations. Hotels, motels, and car rental merchants are allowed up to a 15% variance above the amount authorized. If the final amount charged to the Cardholder WFB1707GOV REVOO (7 /14) 31 exceeds the original estimate by more than 15% above the preauthorization, you must authorize any additional amounts,and all incremental authorization codes must be written in the authorization area along with the date of authorization and the amount authorized. Pre-Authorization for certain establishments,are allowed up to a 20% (instead of 15%) variance above the amount authorized. If the final amount exceeds the amount "preauthorized" by more than 20%, you must authorize the additional amount. Estimating the Authorization amount to include a tip is prohibited. The authorization request should include only the amount associated with the bill presented to the consumer. You should obtain an Authorization for the initial estimated charges and then monitor the charges to ensure that the actual charges made do not exceed the estimated charges. If the actual charges exceed the amount of the initial estimated authorization (and any subsequent estimated authorizations), then you must secure a positive authorization for the additional amount. NOTE: Subsequent Authorizations should only be for the additional amount of total charges and not include amounts already authorized. The estimated amount of any pre-authorization for lodging accommodations must be based on (i) the intended length of stay; (ii) the room rate; (iii) applicable taxes and service charges; and (iv) other miscellaneous charges as dictated by experience. If an authorization request is declined, no charges occurring after that date will be accepted for that Card holder. You do not need to obtain a final Authorization if the total sum of charges (the final amount) does not exceed 120% of the previously authorized charges.You must record the dates,authorized amounts,and their respective Authorization Approval Codes on the Sales Draft(s). 30.7. Discover Procedure for Request for Cancellation of Authorization. If a Discover Card sale is cancelled or the amount of the transaction changes following your receipt of Authorization for the sale, you must call your Authorization Center directly and request a cancellation of the Authorization. An Authorization may be cancelled at any time within ten (1 OJ days of your receipt of the Authorization, but must be cancelled before the sales data relating to the transaction is submitted to us,after which the Authorization cannot be changed. For an Authorization cancellation, you must provide us with the following information, in this order: The Discover Merchant Account Number used in the Authorization; The Card number; The original amount of the Authorization being cancelled; The new amount of the total transaction (if any); The original authorization code for the Authorization being cancelled; The expiration date of the Card;and A briefreason for the Authorization cancellation. 30.8. Partial Authorization and Authorization Reversal. Partial Authorization provides an alternative to a declined transaction by permitting a Card Issuer to return an Authorization approval for a partial amount, an amount less than the transaction amount requested by the merchant when the available card balance is not sufficient to approve the transaction in full.The Card holder is able to use up the remaining funds on the Card and select another form of payment (Le.another payment Card, cash, check) for the remaining balance of the transaction. For MasterCard transactions, partial authorization is optional for batch authorized e- commerce transactions, mail order, telephone order transactions and recurring payment transactions. For Discover transactions, partial Authorization support is optional for Card Not Present transactions. If you support partial Authorizations, a partial Authorization indicator must be included in each Authorization request. An Authorization reversal must be submitted if the Authorization is no longer needed a partial amount of the total authorized is submitted for the settled transaction,or the Cardholder elects not to the purchase.The transaction sent for settlement must be no more than the amount approved in the partial Authorization response. In the event that you wish to support the partial Authorization functionality, you must contact us for additional rules and requirements.An authorization reversal may only be submitted if the transaction has not settled.Once the transaction has settled,only a Credit or refund can occur. ~,,-3!1. Su6micision1lOe9osi:t of Sales Drafts anti - -~----"'-," , ~r~Jlit Oraf:ts , - 31.1. Submission of Sales for Merchants Other Than Your Business. You may present for payment only valid charges that arise from a transaction between a February 13, 2018 Item #6 Page 90 of 232 bona fide Cardholder and your establishment.If you deposit or attempt to deposit transactions that arise from sales between Cardholders and a different business than the one approved by us in our agreement with you, then the transaction may be charged back, we may suspend or debit funds associated with all such transactions, and we may immediately terminate your account and the Agreement. 31.1.1. Factoring. Factoring is considered merchant fraud and strictly prohibited. Factoring is the submission of authorization requests and/or Sales Drafts by a merchant for Card transactions transacted by another business. If you submit Sales Drafts on behalf of another Person, you will suffer any losses associated with the disputes of any such Sales Draft and/or transaction. Also if any fraud is involved, you could face criminal prosecution. 31.2. Timeliness. In order to qualify for the lowest fees for Services,all Sales and Credit Drafts must be properly completed and submitted daily. If you have not received payment for submitted Sales Drafts after one (1) week from your normal payment date, contact Customer Service. Late Submission of Sales or Credit Drafts may result in increased interchange rates or fees or in a Chargeback to you. 31.3. Electronic Merchants: Daily Batching Requirements & Media Submission. Batches must be transmitted to us by the time indicated on the Additional Important Information Page in Section 41.2 of the Agreement in order to be processed on the date of transmission. Additionally, if you deposit via magnetic tape, electronic transmissions, or Electronic Data Capture terminal and have contracted to send the actual Sales Drafts and Credit Drafts to us for imaging and retrieval, the Sales Drafts the Media must be batched daily by register/terminal following the procedures below. Failure to do so may result in a processing fee and/or a Chargeback due to our inability to retrieve the Media as requested by the Issuer. A register/terminal Batch header form must be filled out for each Batch of Media. The Batch header must be imprinted with your Merchant Identification Card, and all areas completed properly (i.e., Batch number, date,amount, number of items, etc.). The Batch/deposit total must match to the settled/reconciled amount displayed on the terminal upon closing the Batch. Any discrepancies between the actual Media and electronic display must be reconciled and corrected before storing the Media (for merchants who contract to hold their Media) or before sending us the copies of the deposit. Otherwise, transactions may appear to be a new Submission and may be manually keyed (causing duplicate billing to Cardholders and resulting in Chargebacks) or we may not be able to retrieve an item when requested by the Issuer. It is your responsibility to ensure that the actual Media is batched correctly and, depending on the terms of your Agreement, either stored at your location or sent to Processor. (In some cases, the actual Media is sent daily to your head office, and forwarded to Processor for imaging.) You must confirm that your equipment has transmitted your Batches to us at least once daily. Even if your equipment is designed or programmed to close and submit Batches without your intervention, it is ultimately your responsibility to confirm that the Batches have been transmitted to us for processing. Except as otherwise set forth in this Program Guide, your funds for MasterCard/- Visa/Discover transactions will ordinarily be processed and transferred to your financial institution within two (2) Business Days from the time a Batch is received by Processor if your financial institution is the Bank. If your financial institution is not the Bank, your MasterCard/ Visa/ Discover transactions will ordinarily be processed and transferred to the Federal Reserve within two (2) Business Days from the time a Batch is received by Processor. The Federal Reserve will transfer such amounts to your financial institution. If you have been classified by Discover as having a Discover Direct Strategic Relationship with Discover, we will not acquire your Discover transactions and they will be subject to your agreement with Discover. You acknowledge and agree that if we had not agreed or do not acquire transactions for any Card type (i) we have no liability or responsibility whatsoever for the settlement of or disputes regarding those transactions and (ii) you will pursue directly with the related Card Organization all claims and disputes regarding those transactions. You agree to pay us per item processing, authorization and other fees in the Application for any non-acquired transaction services you receive from us. WF81707GOV REVOO (7 /14) 32 For the avoidance of doubt, with respect to the payments you have elected to accept on your Merchant Processing Application, you authorize us to submit Card transactions to,and receive settlement for such transactions from, the applicable Card Organizations on your behalf. 33.1. Refunds. You must promptly complete and submit a Credit Draft for the total amount of the Credit which must include the following information: -The account number and expiration date; -The Cardholder's name; -Your name, city, state and Merchant Account Number; - A description of the goods or services; -The transaction date of the Credit; -The total amount of the Credit;and -For Discover transactions, the approved currency used and the signature of your authorized representative or employee. You cannot process a Credit transaction that does not correspond to a refund on a previous transaction on the original Sales Draft. Full refunds must be for the exact dollar amount of the original transaction including tax, handling charges, etc. (You must identify the shipping and handling charges incurred.) The refund amount may not be for more than the original Card sale amount. All dollar amounts and other handwritten information must be clearly written. (Stray marks on the Credit Draft will render it unscannable/ illegible.) Do not circle or underline any information on the Credit Draft. Imprint the Credit Draft with the same Card used by the Card holder to make the original purchase when applicable.You should not credit an account that differs from the account used for the original transaction. Never give cash or check Credit refunds for Card sales. Have the Cardholder sign the Credit Draft, give the Card holder the appropriate copy, and deposit the Credit Draft immediately. Failure to process a credit within five (5) calendar days may result in a Chargeback. Authorization is not required for Credits. You cannot intentionally submit a sale and an offsetting Credit at a later date solely for the purpose of debiting and crediting your own or a customer's account. You are responsible for paying all refunds submitted to us on your merchant account. We assume no responsibility for verifying any Credits or refunds. Do not process a Credit transaction once a Chargeback is received. Credits issued after a Chargeback has been received may not be recoverable and the merchant would be financially responsible for the Credit as well as the Chargeback. YOU ARE RESPONSIBLE TO SECURE YOUR TERMINALS AND TO INSTITUTE APPROPRIATE CONTROLS TO PREVENT EMPLOYEES OR OTHERS FROM SUBMITTING CREDITS THAT DO NOT REFLECT BONA FIDE RETURNS OR REIMBURSEMENTS OF PRIOR TRANSACTIONS. 33.2. Processing a Credit for American Express Transactions. These are additional requirements for a Credit for purchases or payments made on an American Express Card. To issue a Credit, you must: 1. Compare the last four digits on the Sales Draft against the Card presented (when applicable). 2. Have the Cardholder sign the Credit Draft (when applicable). 3. Provide a copy of the Credit Draft to the Card holder. You must not issue a Credit when there is no corresponding Charge, nor issue a Credit in exchange for cash or other consideration from a Cardholder. You must submit all Credits under the establishment where the Credit originated. A Credit must be issued in the currency in which the original Charge was submitted to us. You must issue Credits to the Card used to make the original purchase; however, if the Credit is for the return of a gift by someone other than the Cardholder who made the original purchase, apply your usual refund policy. If the Card holder indicates that the Card on which the purchase was originally made is no longer active or available, do the following: For all Cards except Prepaid Cards, advise the Card holder that you must issue February 13, 2018 Item #6 Page 91 of 232 the Credit to that Card. If the Card holder has questions, advise him or her to call the custoryier service number on the back of the Card in question. If the inactive or unavailable Card is a Prepaid Card, apply your usual refund policy for returns. If you issue a Credit, American Express will not refund the discount or any other fees or assessments previously applied on the corresponding Charge. The discount on Chargebacks will not be refunded. Your return and cancellation policies must be fair and clearly disclosed at the time of sale in compliance with applicable law. Your policies must be conveyed to the Cardholder prior to completion of the Charge and printed on a copy of a receipt or Sales Draft. Your refund policy for purchases on the American Express Card must be at least as favorable as your refund policy for purchases rnade with other payment products or other payment methods. Return Policy recommendations. Provide clear return instructions for your customers, including the following information: Customer service telephone number. Reference number for the return. Expected processing time for the Credit. Return address, preferably on a pre-formatted shipping label (if applicable). You must submit all Credits to us within seven (7) days of determining that a Credit is due. Cancellation Policy Recommendations. Provide document cancellation policy and terms and conditions on the contract the Cardholder signs, or on your website, as applicable. Provide Cardholder with a cancellation number that can be tracked in your records. American Express Return Policy For Prepaid Products. If your return policy for the purchase of prepaid products is different from your standard return policy, you must ensure that such prepaid product-specific return policy is clearly disclosed to the Card holder at the time of purchase in accordance with applicable law and also coded to print on all receipts and copies of Sales Drafts you provide to Cardholders. 33.3. Exchanges. No additional paperwork is necessary for an even exchange. Just follow your standard company policy. For an uneven exchange, complete a Credit Draft (follow the procedures outlined in Section 33.1.) for the total amount of only the merchandise returned. The Card holder's account will be credited for that amount. Then, complete a new Sales Draft for the total amount of any new merchandise purchased. 34.1. Retain Legible Copies. For Visa: You must securely retain legible copies of all Sales and Credit Drafts or any other transaction records for a period of thirteen (13) months from the date of each transaction and a period of five (5) years for the retention of healthcare Sales Drafts and Credit Drafts. The Sales Draft you retain must comply with all requirements (see Section 28.1 ). For MasterCard: You must securely retain legible copies of all Sales Drafts and Credit Drafts or any other transaction records for a period of thirteen (13) months from the date of each transaction and a period of five (5) years for the retention of healthcare Sales Drafts and Credit Drafts. The Sales Drafts you retain must comply with all requirements (see Section 28.1). For Discover: You must securely retain legible copies of all Sales and Credit Drafts or any other transaction records for the longer of (i) 365 days or (ii) the resolution of any pending or threatened disputes, claims, disagreements or litigation involving the Card transaction.You must also keep images or other copies of Sales Drafts for no less than three (3) years from the date of the Discover transaction. For American Express: You must submit the Credit to American Express directly, or through your Processor, for payment.You must securely retain legible copies of all Sales Drafts and Credit Drafts or any other transaction records for 24 months from the date you submitted the corresponding Credit to us. You must also provide a copy of the Credit Draft to the Cardholder or as required by applicable law, truncate the Card Number and do not print the Card's expiration date on copies of Credit Drafts delivered to the Cardholder. WFB1707GOV REVOO (7 /14) 33 34.2. Provide Sales and Credit Drafts. You must provide all Sales Drafts and Credit Drafts or other transaction records requested by us within the shortest time limits established by Card Organization Rules. You are responsible for any deficiencies in Card transaction data transmitted or otherwise delivered to us. 35.1. Chargebacks. 35.1.1. Generally. Both the Cardholder and the Issuer have the right to question or dispute a transaction. If such questions or disputes are not resolved, a Chargeback may occur.A Chargeback is a Card transaction that is returned to us by the Card Issuer. As a result, we will debit your Settlement Account or settlement funds for the amount of each Chargeback. It is strongly recommended that, whenever possible, you contact the Cardholder directly to resolve a disputed transaction or Chargeback, unless the dispute involves a Discover Cardholder, in which case Discover rules and regulations expressly prohibit you from contacting the Discover Cardholder regarding the dispute. You are responsible for all Chargebacks, our Chargeback fees, and related costs arising from your transactions. 35.1.2. Transaction Documentation Requests. In some cases, before a Chargeback is initiated, the Issuer will request a copy of the Sales Draft via a request for transaction documentation. We will forward the request to you. You must respond to the request within the time frame and manner set forth in the request. We will then forward your response to the Issuer. If you fail to timely respond, we will so notify the Issuer and a Chargeback may result. Upon receipt of a transaction documentation request, immediately retrieve the requested Sales Draft(s) using the following guidelines: Make a legible copy, centered on 8-1 /2 x 11-inch paper (only one (1) Sales Draft per page). Write the 'case number' from the request for transaction documentation on each copy/page. If applicable, make copies of a hotel folio, car rental agreement, or mail/phone/internet order form, or other form of receipt. If a Credit transaction has been processed, a copy of the Credit Draft is also required. Letters are not acceptable substitutes for Sales Drafts. Fax or mail legible copies of the Sales Draft(s) to the fax number or mail address provided on the request form. If you fax your response, please set your fax machine to print your fax number and name on the documents that you send. We can use this information to determine where the documentation received originated from should additional research be required. Additionally, please set the scan resolution on your fax machine to the highest setting. The higher resolution setting improves the clarity of characters and graphics on the documentation transmitted and helps reduce the number of illegible fulfillments and/or Chargebacks. If we do not receive a clear, legible and complete copy of the transaction documentation within the timeframe specified on the request, you may be subjectto a Chargeback for"non-receipt"for which there is no recourse. A handling fee may be charged by the Issuer and will be debited from your Settlement Account or settlement funds if a Transaction Documentation Request results from a difference in the following information on the Sales Draft and the transmitted record: merchant name or an incorrect city, state, foreign country and/or transaction date. 35.1.3. Chargeback Process. Regardless of whether you respond to a Transaction Documentation Request, a Chargeback may be debited to your Settlement Account for numerous reasons (see below). If the Card Issuer submits a Chargeback, we will send you a Chargeback notification, which may also include a request for transaction documentation. Due to the short time requirements imposed by MasterCard, Visa and Discover and American Express, it is extremely important that you respond to a Chargeback notification and Transaction Documentation Request within the time frame set forth in the notification. Do not process a credit transaction once a Chargeback is received; the Issuer will Credit the Cardholder's account. Credits issued after a Chargeback has been received, may not be recoverable and you may be financially responsible for the Credit as well as the Chargeback. If the information you provide is both timely and, in our sole discretion,sufficient to warrant a rep resentment of the transaction and/or reversal of the Chargeback, we will do so on your behalf. However, representment and/or reversal is ultimately contingent upon the Card Issuer February 13, 2018 Item #6 Page 92 of 232 and/or Cardholder accepting the transaction under applicable Card Organization guidelines. Rep resentment or reversal is not a guarantee that the Chargeback has been resolved in your favor. For Visa Chargebacks: If we reverse the Chargeback and represent the transaction to the Issuer, the Issuer, at its sole discretion, may elect to submit the matter for arbitration before Visa. Visa currently charges a $250 filing fee and a $250 review fee.You will be responsible for all such fees and charges whether or not a decision is made in yourfavor,and any other applicable fees and charges imposed by Visa, as they may change from time to time.Such fees and charges will be debited from your Settlement Account or settlement funds, in addition to the Chargeback. For MasterCard Chargebacks: If we reverse the Chargeback and represent the transaction to the Card Issuer, at its sole discretion, may elect to resubmit the Chargeback. In such event, at the discretion of Processor, we will debit your Settlement Account or settlement funds for the Chargeback. However, if you feel strongly that it is an invalid Chargeback, we may, on your behalf and at your request, submit the matter for arbitration before MasterCard. MasterCard currently charges a $150 filing fee and a $250 review fee.You will be responsible for all such fees and charges whether or not a decision is made in your favor, and any other charges imposed by MasterCard,as they may change from time to time.Such fees and charges will be debited from your Settlement Account or settlement funds, in addition to the Chargeback. For Discover Chargebacks: If Discover rejects our representment request and you feel strongly that the Chargeback is invalid, we may,at the discretion of Processor and on your behalf and at your request, submit the matter for dispute arbitration before Discover. Discover charges fees for representment requests and an arbitration fee as published in their fee schedule. If the Chargeback is not disputed within the applicable time limits set forth by MasterCard, Visa, Discover and American Express rules and regulations, reversal rights are forfeited. Our only alternative, for Visa and MasterCard non-fraud Chargeback reason codes, is to attempt a "good faith collection"from the Issuer on your behalf. This process can take up to six (6) months and must meet the Issuer's criteria (e.g., at or above a set dollar amount. Good faith collection attempts are not a guarantee that any funds will be collected on your behalf. Issuers normally charge good faith collection fees, which are deducted from the transaction amount if accepted in addition to any processing fees that are charged by us. For American Express Chargebacks: You may request a Chargeback reversal if the Chargeback was applied in error.In order for us to consider your request, you must have responded to the original inquiry within the specified timeframe, request the Chargeback reversal no later than 20 days after the date of the Chargeback, and provide all supporting documentation to substantiate the error. Note: Discover and American Express do not offer good faith collection for Acquirers. MasterCard and Visa Card Organization Rules require that a merchant make a good faith attempt and be willing and able to resolve any disputes directly with the Card holder. Discover rules and regulations, however, prohibit you and/or us from contacting the Card holder directly regarding dispute(s) or any other matter, except as required for acceptance of Discover transactions,and require you and/or us to submit any responses to dispute notices directly to Discover. Due to Card Organization Rules, you may not re-bill a Cardholder after a Chargeback is received for that transaction, even with Card holder authorization. We strongly recommend that you include a detailed rebuttal letter along with all pertinent documents when responding to a transaction request or a Chargeback notification (e.g., rental agreement, imprinted portion of the invoice or Sales Draft; the portion signed by the Cardholder;and the area where the authorization codes, with amounts and dates, are located). Due to the short time frames and the supporting documentation necessary to successfully (and permanently) reverse a Chargeback in your favor, we strongly recommend the following: Avoid Chargebacks by adhering to the guidelines and procedures outlined in these Operating Procedures. If you do receive a Chargeback,investigate,and if you dispute the Chargeback, submit the appropriate documentation within the required time frame. Whenever possible, contact the Card holder directly to resolve the dispute, unless the dispute relates to a Discover Cardholder, in which case direct contact with the Discover Card holder regarding the dispute is prohibited by Discover Card Organization Rules. If you have any questions, call Customer Service. WFB1707GOV REVOO (7 /14) 34 35.1.4. Chargeback Reasons. This section outlines the most common types of Chargebacks. This list is not exhaustive. For ease of understanding, we have combined like Chargebacks into six groupings. We have included recommendations on how to reduce the risk of Chargebacks within each group. These are recommendations only, and do not guarantee that you will be able to prevent Chargebacks. 1. Authorization Issues: Proper Authorization procedures were not followed and valid Authorization was not obtained. The following scenarios could cause an Authorization Related Charge- back to occur: Authorization not obtained. Authorization was declined. Transaction processed with an expired card and Authorization was not obtained. Transaction was processed with an invalid account number and Authorization was not obtained. Card Recovery Bulletin (CRB) or Exception File was not checked (transactions below floor limit). To reduce your risk of receiving an Authorization Related Chargeback: Obtain valid Authorization on the day of the transaction. Card Present Transactions-Authorization must be obtained on the transaction date for the amount settled. Card Not Present Transactions-Authorization must be obtained on the transaction date for the amount settled. However, if merchandise is being shipped, Authorization must be obtained within seven calendar days of the transaction ship date. If a declined response is received, then request another form of payment from the Cardholder. If a Referral response is received, then follow proper voice procedures to obtain a valid Authorization and obtain an imprint of the card "Pick-up" response indicates that the Issuer is requesting for the card to be retained and returned back to them.The Credit Card should not be accepted for payment. Additionally, you can choose to retain the Credit Card and return it to the Acquirer for a reward. Merchants should not exceed any predetermined thresholds for specific terminal types as specified by each Card Organization. 2. Cancellations and Returns: Credit was not processed properly or the Card holder has cancelled and/or returned items. The following scenarios could cause a Cancellation and Return Related Chargeback to occur: Cardholder received damaged or defective merchandise. Card holder continued to be billed for cancelled recurring transaction. Credit transaction was not processed. To reduce your risk of receiving a Cancellation and Return Related Chargeback: Issue Credit to the Cardholder for the same account as the purchase in a timely manner. Do not issue Credit to the Cardholder in the form of cash, check or instore/merchandise Credit as we may not be able to recoup your funds in the event the transaction is charged back. Ensure customers are fully aware of the conditions for recurring transactions. Cancel recurring billings as soon as notification is received from the Card holder or as a Chargeback,and Issue a Credit as needed to the cardholder in a timely manner. Pre-notify the Card holder of billings within 10 days (Domestic) and 15 (International) prior to billing, allowing the Cardholder time to cancel the transaction. Provide proper disclosure of your refund policy for returned/cancelled merchandise, or services to the Cardholder at the time of transaction in accordance with applicable law. Card present, Card holder signed the Sales Draft containing disclosure. If applicable, the words "NO EXCHANGE, NO REFUND," etc. must be clearly printed in Vi inch lettering on the Sales Draft near or above the Cardholder signature. Ecommerce, provide disclosure on website on same page as check out showing Card holder must click to accept prior to completion. February 13, 2018 Item #6 Page 93 of 232 Card Not Present, provide cancellation policy at the time of the transaction. Provide cancellation numbers to Cardholder's when lodging services are cancelled. Ensure delivery of the merchandise or services ordered to the Cardholder. 3. Fraud: Transactions that the Cardholder or authorized user claims are unauthorized; the account number is no longer in use or is fictitious, or the merchant was identified as "high risk''. The following scenarios could cause a Fraud Related Chargeback to occur: Multiple transactions were completed with a single card without the Cardholder's permission. Counterfeit card was utilized and proper acceptance procedures were not followed. Authorization was obtained; however, full track data was not transmitted. Cardholder states that they did not authorize or participate in the transaction. NOTE: Visa Fraud Chargebacks: Chargeback representment rights do not exist if you failed to fulfill a retrieval request and/or provide a sales slip that contains all required data elements. To preserve Chargeback rep resentment rights, respond to all retrieval requests with a clear legible copy of the transaction document that contains all required data elements within the required timeframe that is specified by the retrieval request. To reduce your risk of receiving a Fraud Related Chargeback: Card Present Transactions:. Pre-notify the Card holder of billings within 1 O days. American Express customers have the option to receive written notification of the recurring transaction at least (1 O) days prior to submitting, or any time the Charge amount exceeds a maximum amount that has been set by the cardholder. Obtain an Authorization for all transactions. If you are utilizing an electronic device to capture Card information, swipe all Card transactions through your electronic authorization device to capture Cardholder information and ensure the displayed Cardholder number matches the number on the Card. If you are unable to swipe the Card or if a Referral response is received, imprint the card using a valid imprinting device that will capture the embossed Card and merchant information. Do not alter the imprint on the draft in any way. Manually entering the information into the terminal does not protect you from this type of Chargeback. All pertinent information relating to the transaction must be written on the manually imprinted draft (transaction date, dollar amount, authorization code and merchandise description) along with the Cardholder signature. Note: Do not imprint on the back of a signed Sales Draft.The imprint must be on the transaction document that contains all transaction elements to prove the Card was present at the time of the transaction. Obtain the Card holder signature for all transactions; ensure the signature on the Sales Draft matches the signature on the back of the Card. Process all transaction one time and do not Batch out transactions multiple times. Educate staff on procedures to eliminate point of sale (POS) fraud. Card Not Present Transactions: Participation in recommended Fraud Prevention Tools. Verified by Visa Program. MasterCard SecureCode. Address Verification Services. CW2, CVC2 and CID Verification. Note: While transactions utilizing these tools may still be disputed, the service may assist you with your decision to accept the Card for the transaction. Ensure you ship to the AVS confirmed address (bill to and ship to should match). Obtain Authorization for all transactions. Ensure merchant descriptor matches the name of the business and is displayed correctly on the Cardholder statement. Ensure descriptor includes correct business address and a valid customer service number. American Express offers fraud mitigation tools for both Card Present and Card WFB1707GOV REVOO (7/14) 35 Not Present transactions to help verify that a Charge is valid.These tools help you mitigate the risk of fraud at the point of sale, but are not a guarantee that a Charge is in fact valid or bona fide, or that you will not be subject to a Chargeback.For optimal use of the tools, please visit American Express'Fraud Prevention Information at:www.americanexpress.com/fraudinfo. 4. Cardholder Disputes: Merchandise or services not received by the Card holder, Merchandise defective or not as described. The following scenarios could cause a Cardholder Dispute Chargeback to occur: Services were not provided or merchandise was not received by the Cardholder. The Cardholder was charged prior to merchandise being shipped or merchandise was not received by agreed upon delivery date or location. Cardholder received merchandise that was defective damaged or unsuited for the purpose sold, or did not match the description on the transaction documentation/verbal description presented at the time of purchase. Cardholder paid with an alternate means and their Card was also billed for the same transaction. Cardholder cancelled service or merchandise and their Card was billed. Card holder billed for a transaction that was not part of the original transaction document. To reduce your risk of receiving a Card holder Dispute Related Chargeback: Provide Services or Merchandise as agreed upon and described to the cardholder; clearly indicate the expected delivery date on the sales receipt or invoice. Contact the cardholder in writing if the merchandise or service cannot be provided or is delayed, and offer the cardholder the option to cancel if your internal policies allow. In the event that the cardholder received defective merchandise or the merchandise received was not as described; resolve the issue with the cardholder at first contact. If the merchandise is being picked up by the Cardholder, have them sign for the merchandise after inspection that it was received in good condition. Do not Charge the Cardholder until the merchandise has been shipped, ship according to the agreed upon terms and obtain signed Proof ofDeliveryfrom the Cardholder. If unable to provide services or merchandise, issue credit to card holder in a timely manner. Accept only one form of payment per transaction and ensure the cardholder is only billed once per transaction. Do not bill Card holder for loss, theft or damages unless authorized by the Card holder. 5. Processing Errors: Error was made when transaction was processed or it was billed incorrectly. The following scenarios could cause a Processing Error Chargeback to occur: Transaction was not deposited within the Card Organization specified timeframe. Card holder was issue a Credit Draft; however, the transaction was processed as a sale. Transaction was to be processed in a currency other than the currency used to settle the transaction. The account number or transaction amount utilized in the transaction was incorrectly entered. A single transaction was processed more than once to the Cardholders account. Card holder initially presented card as payment for the transaction; however Card holder decided to use an alternate form of payment. Limited amount or self-service terminal transaction was processed for an amount which is over the predetermined limit. To reduce your risk of receiving a Processing Error Related Chargeback: Process all transactions within the Card Organization specified timeframes. Ensure all transactions are processed accurately and only one time. Note: In the event that a transaction was processed more than once; immediately issue voids, transaction reversals or Credits. Ensure that credit transaction receipts are processed as Credits and sale transaction receipts are processed as sales. February 13, 2018 Item #6 Page 94 of 232 Ensure all transactions received a valid Authorization Approval Code prior to processing the transaction and obtain a legible magnetic swipe or imprinted Sales Draft that is signed. Do not alter transaction documentation or make any adjustments unless the Cardholder has been contacted and agrees to any modifications of the transaction amount. Ensure limited amount, self-service and automated fuel dispenser terminals are set properly to conform to the pre-determined limits. 6. Non Receipt of Information: Failure to Respond to a Retrieval Request or Cardholder Does Not Recognize. The following scenarios could cause Non Receipt of Information Chargeback to occur: The transaction documentation was not provided to fulfill the retrieval request. The retrieval request was fulfilled with an illegible Sales Draft or was an invalid fulfillment (Incorrect sales draft or sales draft did not contain required information which may include signature). The Card holder does not recognize or is unfamiliar with the transaction due to the merchant name and/or location not matching the name and/or location where the transaction took place. To reduce your risk of receiving a Non Receipt of Information Related Chargeback: Provide a clear and legible copy of the Sales Draft that contains all required data elements within the required timeframe that is specified on the retrieval request. Ensure that the most recognizable merchant name, location and/or customer service phone number is provided on all transactions. Retain copies of all transaction documentation for the required timeframe that is specified by each Card Organization. Develop efficient methods to retrieve transaction documentation to maximize ability to fulfill requests. 35.2. Summary (Deposit) Adjustments I Electronic Rejects. Occasionally, it is necessary to adjust the dollar amount of your summaries/Submissions (deposits) and Credit or debit your Settlement Account or settlement funds accordingly.The following is a list of the most frequent reasons for Summary (Deposit) Adjustments/Electronic Rejects: Your summary reflected an arithmetic error. Submitted sales not included in your Agreement (e.g.,American Express). The dollar amount is unreadable/ illegible. The Card holder's account number is unreadable/illegible. Duplicate Sales Draft submitted. Card number is incorrect /incomplete. Summary indicated Credits, but no Credits were submitted. 35.3. Disputing Other Debits and Summary Adjustments. In order to quickly resolve disputed debits and Summary Adjustments, it is extremely important that the items listed in this section be faxed or sent to the address listed on the notification. If the Summary Adjustment is for an unreadable or incorrect Card holder account number, resubmit the corrected Sales Draft with your next deposit. Also, if the transaction is over thirty (30) calendar days old, you must reauthorize and obtain a valid Authorization Approval Code. A clear and legible copy of the Sales Draft containing the following should be obtained from your files: Date of sale/Credit; Cardholder's account number, name and signature; Total amount of the sale and description of goods and services; and Date and Authorization Approval Code. Include a dated cover letter detailing the reasons for requesting a review of the debit or Summary Adjustment and documentation to support your dispute.(You should retain a copy of the correspondence and all documentation for your files.) If the inquiry is related to prior correspondence, be sure to include the control number we previously used. Immediately fax or mail the Sales Draft or Credit Drafts to the fax number or address provided on your notification letter. WFB1707GOV REVOO (7 /14) 36 If you have any questions, please call the Customer Service number provided on the last page of this Program Guide. If a Customer Service Representative informs you that additional documentation is required in order to fully review the item, please immediately submit your rebuttal and transaction documentation to the fax number or address listed on the debit notification. 36.1. Change of Settlement Account Number. If you change the Settlement Account in which you receive the proceeds of your transactions, you must call Customer Service or your Relationship Manager immediately. If you accept payment types other than Visa, MasterCard, Discover and American Express (such as where you have a direct relationship with American Express and TeleCheck Services), you are also responsible for contacting the Card Organizations or companies governing those Cards to notify them of this change. 36.2. Change in Your Legal Name or Structure. You must call Customer Service or your Relationship Manager and request a new Agreement. 36.3. Change in Company DBA Name, Address or Telephone/ Facsimile Number. To change your company or location DBA name, address (or e-mail address), or telephone/facsimile number, you must send the request in writing to the address on your statement. 36.4. Other Change(s) in Merchant Profile. You must immediately notify us of any change to the information on file with us in your merchant profile, including: (i) any new lines or types of business; (ii) change in ownership; (iii) the opening, closing or liquidation of business or any location; (iv) change in Card processing method (i.e., paper Sales Drafts to POS Device); (v) voluntary or involuntary party to a bankruptcy case; (vi) entry into a loan or other agreement with a third party that seeks to affect this Merchant Agreement;and/or (vii) change from a business that exclusively conducts card-present retail sales to one that accepts Card sales by mail, telephone or Internet transactions. We retain the right to terminate this Agreement if you fail to notify us of any change to the information in your merchant profile. 36.5. Charges for Changes to Account Maintenance. You may be charged for any changes referenced in this section or any other changes requested by you or otherwise necessary related to account maintenance. MasterCard, Visa and Discover and American Express have established guidelines, merchant monitoring programs and reports to track merchant activity such as, but not limited to excessive Credits, reported fraud and Chargebacks, and increased deposit activity. In the event you exceed the guidelines or engage in practices that could circumvent such monitoring programs or submit suspicious transactions as identified by a Card Organization or any related program or reports, you may be subject to: (i) operating procedure requirement modifications; (ii) incremental Chargebacks and/or increased fees; (iii) settlement delay or withholding; (iv) termination of your Agreement; or (v) audit and imposition of fines. Placing Orders. To order additional supplies, call Customer Service when you have two months' inventory left. We will ship you an adequate amount of supplies.The amount of supplies (based on usage) on hand should not exceed a three to six-month supply. In an EMERGENCY, please contact Customer Service using the number provided on the last page of this Program Guide. If supplies are sent via an express delivery service, the delivery charges will be debited to your account. You are responsible for unauthorized use of sales/credit and summary Media. We recommended that you store all supplies in a safe location. You may be charged for supplies and taxes plus applicable shipping and handling charges. The provisions in this Section 39 apply to American Express Card acceptance and Transactions. 39.1. Card Acceptance. If you elect to accept American Express Cards under the Agreement, You must accept the American Express Card as payment for goods and services sold (other than those goods or services identified under"Prohibited Uses of the American Express Card" in Section 39.6 below), or (if applicable) for February 13, 2018 Item #6 Page 95 of 232 charitable contributions made, at all of your establishments, except as expressly permitted by applicable law.You are jointly and severally liable for the obligations of your establishments under the Agreement. 39.2. Arbitration Agreement for Claims Involving American Express. In the event that you or we are not able to resolve a Claim this Section 39.2 explains how Claims may be resolved through arbitration. You or we or American Express may elect to resolve any Claim by binding individual arbitration. Claims will be decided by a neutral arbitrator. If arbitration is elected by any party to resolve a Claim, the parties understand and agree that neither you nor we nor American Express will have the right to litigate or have a jury trial on that Claim in court. Further, you, we, and American Express understand and agree that the parties will not have the right to participate in a class action or in a representative capacity or in a group of persons alleged to be similarly situated pertaining to any Claim subject to arbitration under this Agreement. Arbitrator's decisions are final and binding, with very limited review by a court, and once confirmed by a court of competent jurisdiction, an arbitrator's final decision on a Claim is generally enforceable as a court order. Other rights you, we, or American Express would have in court may also not be available in arbitration. i. Initiation of Arbitration. Claims may be referred to either JAMS or AAA, as selected by the party electing arbitration. Claims will be resolved pursuant to this Section 39.2 and the selected arbitration organization's rules in effect when the Claim is filed, except where those rules conflict with this Agreement. Contact JAMS or AAA to begin an arbitration or for other information. Claims may be referred to another arbitration organization if all parties agree in writing, if [American Express or we, on one hand, selects the organization and you, on the other hand,] select the other within 30 days thereafter or if an arbitrator is appointed pursuant to section 5 of the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (FAA). Any arbitration hearing will take place in New York, NY. ii. Limitations on Arbitration. If any party elects to resolve a Claim by arbitration, that Claim will be arbitrated on an individual basis. No Claim is to be arbitrated on a class or purported representative basis or on behalf of the general public or other persons allegedly similarly situated. The arbitrator's authority is limited to Claims between you, us, and American Express. An arbitration award and any judgment confirming it will apply only to the specific case brought by you, us or American Express and cannot be used in any other case except to enforce the award as between you, us and American Express. This prohibition is intended to, and does, preclude you from participating in any action by any trade association or other organization against American Express. Notwithstanding any other provision in this Section 39.2, if any portion of these Limitations on Arbitration set forth in this Section 39.2 (ii) is found invalid or unenforceable, then the entire Section 39.2 (other than this sentence) will not apply, except that you, we, and American Express do not waive the right to appeal that decision. iii. Previously Filed Claims/No Waiver. You, we, or American Express may elect to arbitrate any Claim that has been filed in court at any time before trial has begun or final judgment has been entered on the Claim. You, we, or American Express may choose to delay enforcing orto not exercise rights under this Section 39.2, including the right to elect to arbitrate a claim, without waiving the right to exercise or enforce those rights on any other occasion. For the avoidance of any confusion, and not to limit its scope, this Section 39.2 applies to any class-action lawsuit relating to the "Honor All Cards,""non-discrimination," or "no steering" provisions of the American Express Merchant Regulations, or any similar provisions of any prior American Express Card acceptance agreement, that was filed against American Express prior to the effective date of the Agreement to the extent that such claims are not already subject to arbitration pursuant to a prior agreement between Merchant and American Express. iv. Arbitrator's Authority. The arbitrator will have the power and authority to award any relief that would have been available in court and that is authorized under this Agreement. The arbitrator has no power or authority to alter the Agreement or any of its separate provisions, including this Section 39.2. v. Split Proceedings for Equitable Relief. You, we, or American Express may seek equitable relief in aid of arbitration prior to arbitration on the merits if necessary to preserve the status quo pending completion of the arbitration.This Section 39.2 shall be enforced by any court of competent jurisdiction. vi. Small Claims. American Express will not elect arbitration for any Claim you properly file in a small claims court so long as the Claim seeks individual relief only and is pending only in that court. vii. Governing Law/Arbitration Procedures/Entry of Judgment. This Section WFB1707GOV REVOO (7/14) 37 39.2 is made pursuant to a transaction involving interstate commerce and is governed by the FAA. The arbitrator shall apply New York law and applicable statutes of limitations and honor claims of privilege recognized by law. The arbitrator shall apply the rules of the arbitration organization selected, as applicable to matters relating to evidence and discovery, not federal or any state rules of procedure or evidence, provided that any party may ask the arbitrator to expand discovery by making a written request, to which the other parties will have 15 days to respond before the arbitrator rules on the request. If your Claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing under the rules of the selected arbitration organization.At the timely request of a party, the arbitrator will provide a written opinion explaining his/her award. The arbitrator's decision will be final and binding, except for any rights of appeal provided by the FAA. Judgment on an award rendered by the arbitrator may be entered in any state or federal court in the federal judicial district where your headquarters or your assets are located. viii. Confidentiality. The arbitration proceeding and all information submitted, relating to or presented in connection with or during the proceeding, shall be deemed confidential information not to be disclosed to any person not a party to the arbitration. All communications, whether written or oral, made in the course of or in connection with the Claim and its resolution, by or on behalf of any party or by the arbitrator or a mediator, including any arbitration award or judgment related thereto, are confidential and inadmissible for any purpose, including impeachment or estoppel, in any other litigation or proceeding; provided, however, that evidence shall not be rendered inadmissible or non-discoverable solely as a result of its use in the arbitration. ix. Costs of Arbitration Proceedings. You will be responsible for paying your share of any arbitration fees (including filing,administrative, hearing or other fees), but only up to the amount of the filing fees you would have incurred if you had brought a claim in court.American Express will be responsible for any additional arbitration fees. At your written request, American Express will consider in good faith making a temporary advance of your share of any arbitration fees,or paying for the reasonable fees of an expert appointed by the arbitrator for good cause. x. Additional Arbitration Awards. If the arbitrator rules in your favor against American Express for an amount greater than any final settlement offer American Express made before arbitration, the arbitrator's award will include: (1) any money to which you are entitled as determined by the arbitrator, but in no case less than $5,000; and (2) any reasonable attorneys' fees, costs and expert and other witness fees incurred by you. xi. Definitions. For purposes of this Section 39.2 only, (i) "American Express" includes its Affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables,and all agents,directors,and representatives of any of the foregoing, (ii) "You" includes your Affiliates, licensees, predecessors, successors, or assigns,any purchasers of any receivables and all agents, directors, and representatives of any of the foregoing,and (iii) "Claim" means any allegation of an entitlement to relief, whether damages, injunctive or any other form of relief, against American Express or any other entity (including you or us) that American Express has the right to join, including any allegation involving a transaction using an American Express product or network or regarding an American Express policy or procedure. 39.3. Treatment of the American Express Brand. Except as expressly permitted by applicable law, you must not: indicate or imply that you prefer, directly or indirectly, any other payment products over the Card, try to dissuade Cardholders from using the Card, criticize or mischaracterize the Card or any of American Express' services or programs, try to persuade or prompt Cardholders to use any other payment products or any other method of payment (e.g., payment by check), impose any restrictions, conditions, disadvantages or fees when the Card is accepted that are not imposed equally on all other payment products,except for electronic funds transfer, or cash and check, suggest or require Cardholders to waive their right to dispute any transaction, engage in activities that harm the American Express business or the American Express Brand (or both), promote any other payment products (except your own private label card that you issues for use solely at your establishments) more actively than you promote the Card, or February 13, 2018 Item #6 Page 96 of 232 convert the currency of the original sale transaction to another currencywheri requesting Authorization or submitting transactions (or both). You may offer discounts or in-kind incentives from your regular prices for payments in cash, ACH funds transfer, check, Debit Card or Credit Card, provided that (to the extent required by applicable law): (i) you clearly and conspicuously disclose the terms of the discount or in-kind incentive to your customers, (ii) the discount or in-kind incentive is offered to all of your prospective customers, and (iii) the discount or in-kind incentive does not differentiate on the basis of the issuer or, except as expressly permitted by applicable law and Card Organization (e.g., Visa, MasterCard, Discover,JCB, American Express).The offering of discounts or in-kind incentives in compliance with the terms of this section will not constitute a violation of the provisions set forth in the above section "Treatment of the American Express Brand." 39.4. Treatment of the American Express Marks. Whenever payment methods are communicated to customers, or when customers ask what payments are accepted, you must indicate your acceptance of the Card and display American Express' Marks (including any Card application forms provided to you) as prominently and in the same manner as any other payment products.You must not use the American Express Marks in anyway that injures or diminishes the goodwill associated with the American Express Marks, nor (without prior written consent from Processor) indicate that American Express endorses your goods or services. You shall only use the American Express Marks as permitted by the Agreement and shall cease using American Express' Marks upon termination of the Agreement. 39.5. Treatment of American Express Card Member Information. Any and all Cardholder Information is confidential and the sole property of the Issuer, American Express or its Affiliates. Except as otherwise specified, you must not disclose Cardholder Information, nor use nor store it, other than to facilitate transactions at your Establishments in accordance with the Agreement. 39.6. Prohibited Uses of the American Express Card. You must not accept the Card for any of the following: adult digital content sold via internet electronic delivery, amounts that do not represent bona fide sales of goods or services (or, if applicable, amounts that do not represent bona fide charitable contributions made) at your establishments. For example, purchases at your establishments by your owners (or their family members) or employees contrived for cash flow purposes, or payments that you have accepted in order to advance cash to Cardholders in connection with the transaction, amounts that do not represent bona fide, direct sales by your establishment to Cardholders made in the ordinary course of your business, cash or cash equivalent; for example, purchases of gold, silver, platinum, and palladium bullion and/or bars (collectible coins and jewelry are not prohibited), or virtual currencies that can be exchanged for real currency (loyalty program currencies are not prohibited), charges that the Cardholder has not specifically approved, costs or fees over the normal price of the goods or services (plus applicable taxes) that the Cardholder has not specifically approved, damages, losses, penalties, or fines of any kind, gambling services (including online gambling), gambling chips, gambling credits, or lottery tickets, unlawful/illegal activities, fraudulent business transactions or when providing the goods or services is unlawful/illegal (e.g. unlawful/illegal online internet sales of prescription medications or controlled substances; sales of any goods that infringe the rights of a rights-holder under laws applicable to American Express, you, or the Card holder), overdue amounts or amounts covering returned, previously dishonored or stop-payment checks (e.g., where the Card is used as a payment of last resort), amounts that represent repayment of a cash advance including, but not limited to, payday loans, pawn loans or payday advances, sales made by third parties or entities conducting business in industries other than yours. Other items of which American Express or your Processor notifies you. You must not use the Card to verify a customer's age. 39.7. American Express Transaction Data. The transaction data you collectto facilitate the Charge must be or have been provided directly to you by the Cardholder.You must not accept or have accepted transaction data from, nor shall WFB1707GOV REVOO (7/14) 38 you provide or have provided transaction data to, any third parties other than your covered parties (as defined in the Data Security Operating Policy (DSOP)). If you fail to comply with this requirement, in addition to other rights and remedies regarding "monitoring';you may be charged a fee as indicated on the Merchant Processing Application, we may suspend Card acceptance privileges at your establishments, or terminate the Agreement. Where Cardholders pay you using payment or "e-wallet" accounts (which Cardholders may have created by providing Cardholder information when the account was established), the transaction data collected to facilitate the Card Not Present Charge has already been provided directly by the Cardholder. You are not required to have the Card holder re-enter the transaction data. All information required by American Express evidencing one or more transactions, including information obtained at the point of sale, information obtained or generated during Authorization and Submission, and any Chargeback. 39.8. Treatment of American Express Cardholder Information. You acknowledge that any and all American Express Cardholder information is confidential and the sole property of the Issuer, American Express or any of its Affiliates. Except as otherwise specified in the Agreement, you must not disclose Card holder information, nor use nor store it, other than to facilitate transactions at your establishments in accordance with the Agreement. 39.9. Disclosure and Use of Data Collected Under Agreement. We may disclose to American Express data and information that you provide on your Application and that we collect as part of performing American Express payment processing services or transaction related services including information about you. American Express may use the information that you provide in the Application at the time of setup to screen and monitor your American Express acceptance, to perform its responsibilities in connection with your American Express Card acceptance to respond to court orders and legal investigations,and to perform analytics and create reports for our and American Express's internal purposes, and for any other lawful business purposes, including marketing purposes. American Express may otherwise use and share your information for business purposes and as permitted by Applicable Law. American Express uses reasonable administrative, technical and physical security measures to protect Program Merchant information consistent with the sensitivity of the information. 39.9.1. Consent for American Express to Contact You by Phone, eMail, Text or Facsimile. American Express may use the information you provide in the Application (as such information may be updated) to call you or send you communications or materials via email, SMS, text or facsimile regarding American Express products, services and resources available to you.You consent and agree to receive autodialed, automated and/or prerecorded calls and communications (which may include SMS or text messages) at the telephone number(s) you have provided. If you provide a fax number, you consent and agree to receiving fax communications from American Express. In connection with the foregoing, you understand that the calls made or communications sent to you by American Express may be subject to charges or fees by your telecommunications or other applicable service provider that are your responsibility to pay. You understand that your consent under this Section 39.9.1 is not a condition of purchasing or receiving any product or service or entering into this Agreement. 39.9.2. Opt-Out: You may opt-out of receiving marketing related commun- ications and materials from American Express by calling Processor at the Customer Service number indicated in the Program Guide and indicating that you no longer want to receive marketing or other communications from American Express, in which case Processor will disable your American Express acceptance services, and you will no longer be permitted to accept American Express payment cards under the Agreement. 39.10. Conversion to a Direct Relationship with American Express. You acknowledge and agree that upon written notice from us, you will be converted to a direct American Express Card acceptance relationship with American Express if and when the annual American Express Card charges that you submit under this Agreement are greater than $1,000,000.You agree that, upon conversion, (i) you will be bound by American Express' then-current Card Acceptance Agreement with respect to American Express Transactions; (ii) American Express will set pricing and other fees payable by you for American Express Card acceptance; and (iii) you will no longer be able to submit American Express Card transactions under this Agreement, but this Agreement will continue in full force and effect with respect to other payments and services you elected to receive on your Application. If you need to receive American Express related services from us after you have been converted to a direct relationship with American Express, then you will need to contact our Customer Service at 1-800-451-5817 to request February 13, 2018 Item #6 Page 97 of 232 that your account be entitled for American Express acceptance and to acknowledge the new pricing terms for our services associated with your direct relationship with American Express. 39.11. Reserved. 39.12. Third Party Beneficiary Rights. American Express is a direct and intended third-party beneficiary of this Agreement, and may enforce any terms of this Agreement that apply to American Express, including American Express Card acceptance and transaction processing, directly against you. 39.13. Your Right to Opt Out of American Express Card Acceptance. You may opt out of accepting American Express Cards at any time without directly or indirectly affecting your rights to accept any other payment products. 39.14. Collections from American Express Cardholder. You may not bill or collect from any American Express Cardholder for any purchase or payment on the American Express Card unless a Chargeback has been exercised, you have fully paid for such Charge, and you otherwise have the right to do so. 39.15. Completing a Transaction at the Point of Sale. All valid transactions begin with a Cardholder's purchase at the point of sale. Whether the physical Card is used to facilitate a Card present Charge, or the Card holder provides his or her Cardholder Information over the phone, via mail order, or the internet, the transaction must not be completed without the Card and/or information provided by the Cardholder.To accept the Card for charges at your establishments, at the point of sale, you must: Clearly and conspicuously, disclose all material terms of sale prior to obtaining an Authorization, and Clearly and conspicuously inform Cardholders at all points of interaction (e.g., sales conducted in person, over the internet, mobile or via mail or telephone order) what Entity is making the sales offer, so that the Cardholder can clearly distinguish you from any other party involved in the interaction (e.g.,a vendor of goods or provider of services you may engage, or another merchant seeking to conduct business with the Cardholder). The transaction data you collect to facilitate the Charge must be or have been provided directly to you by the Cardholder. You must not accept or have accepted transaction data from, nor shall you provide or have provided transaction data to, any third parties other than your covered parties (as defined in the Data Security Operating Policy (DSOP)). If you fail to comply with this requirement, you may be charged non-compliance or other fees as indicated on the Merchant Processing Application and/or have your Card acceptance privileges at required your establishments suspended or disentitled. 39.16. In Person Charges. In-person charges refer to charges in which the Card and Cardholder are present at the point of sale. An example of this is when a Cardholder presents a Card to the merchant at a retail store. For all in-person charges, the Card must be presented. There are several ways in which you can conduct the in-person Charge.The steps you take vary according to how you go about conducting both types of in-person charges: 39.17. Electronic charges or key-entered charges. When providing proof of delivery, a signature from the Cardholder or an authorized signer of the Card is not required. 39.18. Magnetic Stripe Card Charges. When presented with a Card at the point of sale you must: Verify that the customer is the Card holder (Cards are not transferable). Capture Magnetic Stripe data by swiping the Card (unless the Charge was already initiated by waving the contactless chip Card in close proximity to the point of sale system). Match the Card number and the expiration date on the Card to the same information on the Sales Draft. Ensure the name that prints on the Sales Draft matches the name on the front of the Card except when the Cardholder name is not captured on the Sales Draft or for prepaid Cards that do not show a name on their face. Validate the Card's presence by taking an imprint of the Card (the imprint is for your records). Failure to validate the Card's presence by taking an imprint of the Card can render merchant liable for Chargebacks if the Cardholder disputes the Charge, except when the Cardholder name is not captured on the Sales Draft or for prepaid Cards that do not show a name on their face. 39.19. American Express Mobile Contactless Charges. When presented with a contactless-enabled mobile phone, in addition to the "Magnetic Stripe Card Charges" requirements, you must: WFB1707GOV REVOO (7 /14) 39 Capture Magnetic Stripe or chip Card data by waving the contactless-enabled mobile phone in close proximity to the contactless reader. Compare the signature (when obtained) on the Sales Draft with the signature on the companion physical Card or a valid form of formal identification (e.g. driver's license).You must not record or store the information from such formal identification in any way. If a mobile contactless transaction cannot be processed for any reason, you should require that the Cardholder provide the companion physical Card to complete the transaction. 39.20. American Express Contact Chip Charges. When presented with a chip Card to be inserted into a chip Card reader, in addition to the "Magnetic Stripe Card Charges" requirements, you must: Capture chip Card data by inserting the Card into the chip Card reader, the point of sale system will advise Cardholders to enter their PIN (a chip and PIN Charge) or sign for the Charge (a chip and signature Charge). Chip and PIN Charges. Cardholders will enter their PIN into the point of sale system using the keypad. If the chip and PIN Charge are unable to be completed due to a technical problem, the point of sale system will show an error message. Chip and signature Charge. Failure to obtain a signature, when required, can render you liable for Chargebacks if the Cardholder disputes the Charge. Obtaining a signature may not be required if merchant's establishment and the Charge qualify for the No Signature Program. 39.21. American Express Contactless Chip Charges. When presented with a chip Card to be read via a contactless reader and the Charge qualifies for the No Signature Program, in addition to the "Magnetic Stripe Card Charges" requirements, you must:, Capture Magnetic Stripe or chip Card data using the contactless reader. For charges that do not qualify under the No Signature Program, follow the relevant Card acceptance procedures outlined in either: "Magnetic Stripe Card Charges," or "Contact Chip Card Charges." 39.22. American Express Key-Entered Charges. If a Card cannot be read electronically, in addition to the "Magnetic Stripe Card Charges" requirements, you must: Key enter the data. Validate the Card's presence by taking an imprint of the Card (the imprint is for your records). Failure to validate the Card's presence by taking an imprint of the Card can render you liable for Chargebacks if the Cardholder disputes the Charge. 39.23. Keyed No Imprint for American Express Transactions. Your establishments may be eligible to participate in the American Express "Keyed No Imprint Program."The "Keyed No Imprint Program" allows you to submit in-person charges without taking an imprint of the Card if you meet the following Charge criteria: All Cards qualify for the "Keyed No Imprint Program." The Charge must be key-entered. The Charge Submission must include the appropriate indicator to reflect that the Card and the Cardholder were present at the point of sale. The Charge Submission must include a valid approval, and; The CID Number must be confirmed as a positive match. Under the "Keyed No Imprint Program," Chargebacks will not be exercised for such charges based solely on the establishment's failure to obtain an imprint of the Card. If a disproportionate amount or number of disputed charges under the "Keyed No Imprint Program" occurs, you must cooperate to reduce the number of disputed charges. If such efforts fail, you may be placed in any of American Express' Chargeback programs or your participation in the"Keyed No Imprint Program" may be modified or terminated. 39.24. Merchant Website Information Display Guidelines. An accurate description of the goods/services offered, including the currency type for the transaction (e.g., U.S. Dollars).Transaction currency must be in U.S. Dollars. Your physical address in the U.S. An email address and a telephone number for customer service disputes. February 13, 2018 Item #6 Page 98 of 232 Return/refund policy. A description of your delivery policy (e.g., No COD, No overnight). A description of your security practices (e.g., information highlighting security practices you use to secure transactions conducted on the internet). A statement of known export restrictions, tariffs, and any other regulations. 39.25. Aggregated Charges. If you are classified as an internet industry, you may process aggregated charges, provided the following criteria are met: Clearly disclose your intent and obtain written consent from the Card holder that their purchases or refunds (or both) on the Card may be aggregated and combined with other purchases or refunds (or both) before you request an Authorization. Each individual purchase or refund (or both) that comprises the aggregated Charge must be incurred under the same merchant number and on the same Card. Obtain a pre-Authorization of no more than $15 Create a Sales Draft for the full amount of the aggregated Charge. The amount of the aggregated Charge must not exceed $15 or the amount for which you obtained pre-Authorization. Submit each Sales Draft within our submission timeframe. Provide the Cardholder with an email containing the date, amount, and description of each individual purchase or refund (or both) that comprises the aggregated Charge, and the date and the amount of the aggregated Charge. 39.26. American Express Prepaid Card Security Features. Although there are a number of unique prepaid Cards, all prepaid Cards share similar features,except that Prepaid Cards may or may not be embossed,and the following features may appear on the front or back of the Card (or a combination of both): The American Express logo generally appears in the bottom right corner. The words PREPAID or INCENTIVE will generally be shown above the American Express logo. Cards pre-loaded with funds may show the dollar amount or the total points (reloadable Cards generally will not show a number). The CID Number will appear usually above the Card number or above the logo. The Card number appears on the Card. The valid date or expiration date appears on the Card. The recipient's name or company name may appear on the Card. 39.27. American Express Processing Prepaid Cards. Prepaid Cards are available for a variety of uses: gifting, travel, incentive, etc. All American Express prepaid Cards show the American Express "Blue Box"logo either on the face or back of the prepaid Card. Prepaid Cards may or may not be embossed. Most prepaid Cards can be used for both in-store and online purchases. Prepaid Cards are valid through the date on the Card. Simply swipe the Card at the point of sale just like any other Card. A prepaid Card must be tendered for an amount that is no greater than the funds available on the Card. Instruct Cardholders that, before making a purchase, they must check their remaining funds by calling the twenty-four (24) hour, toll-free number on the back of the Card. Because prepaid Cards are pre-funded, if you receive a decline when seeking Authorization, ask the customer to call the toll-free number on the back of the Card to confirm that the purchase price does not exceed the available funds on the prepaid Card. If the prepaid Card does not have enough funds to cover the purchase price, process a split tender transaction or request an alternative form of payment. You must create a Sales Draft for a prepaid Card as you would any other Card. Be on the lookout for suspect transactions. 39.28. American Express Policies and Procedures for Specific Industries. This Section 39.28 states additional American Express policies and procedures applicable to merchants classified in specific industries. All other provisions and requirements of this Agreement apply to these merchants as well. To the extent possible, the provisions of this Section 39.28 and the other provisions of the Agreement applicable to American Express transactions shall be interpreted to give each their full effect. However, if a conflict is deemed to exist between them, then the provisions of this Section 39.28 shall govern. 39.28.1.Auto dealers. This section applies to merchants classified in an auto dealer industry. The following requirements will apply to charges for the down payment or the entire purchase price of new and used motor vehicles. You may accept the Card for down payment of a motor vehicle, subject to the following provisions: You must not submit a Charge for the down payment price of a used motor vehicle unless and until you have a written agreement/bill of sale signed by the Cardholder setting forth the terms of the sale, including down payment price, and your cancellation policy. In addition to its other Chargeback rights, American Express also has Chargeback rights for any portion of the Charge for the down payment price of a used motor vehicle which is disputed by the Cardholder, if such disputed charge cannot be resolved in your favor based upon unambiguous language contained in the written agreement/bill of sale. Should a Cardholder exercise his or her right to rescind the written agreement/bill of sale during any rescission period set forth in the Cardholder's agreement with you or at law, you shall submit a Credit to us promptly. If American Express has classified you as an auto dealer of used motor vehicles exclusively, the down payment must not exceed 50% of the full purchase price of the motor vehicle. If the Cardholder denies making or authorizing the Charge,American Express will have Chargeback rights for such Charge in addition to our other Chargeback rights You may also accept the Card for the entire purchase price of a new or used motor vehicle, subject to the following provisions: -You are classified as an auto dealer of new or new and used motor vehicles (i.e. Your dealership sells new motor vehicles exclusively or both new and used motor vehicles). -The amount of the Charge does not exceed the total price of the motor vehicle after deduction of applicable discounts, taxes, rebates, cash down payments, and trade-in values. -You must not submit a Charge for the entire purchase price of a new or used motor vehicle unless and until you have a written agreement/bill of sale signed by the Cardholder setting forth the terms of the sale, including purchase price, delivery date and your cancellation policy. -In addition to other Chargeback rights, American Express also has Chargeback rights for any portion of the Charge for the entire purchase price of a new or used motor vehicle which is disputed by the Cardholder, if such disputed Charge cannot be resolved in your favor based upon unambiguous language contained in the written agreement/bill of sale. -Should a Cardholder exercise his or her right to rescind the written agreement/bill of sale during any rescission period set forth in the Cardholder's agreement with you or at law, you shall submit a Credit to us promptly. -If the Cardholder denies making or authorizing the Charge and you have not transferred title or physical possession of the motor vehicle to the Cardholder,American Express will have Chargeback rights for such Charge in addition to its other Chargeback rights. 39.28.2. Business-to-Business (B2B)/Wholesale Distribution. If you are classified in the business-to-business (828) or wholesale distribution industries, and American Express determines that you are not in the tele- communications industry, then notwithstanding the prohibition in Section 39.6, "Prohibited Uses of the Card;you may accept the Card for overdue amounts to the extent that acceptance of overdue amounts is a common practice in your industry and does not constitute an attempt to obtain payment from the Cardholder whose prior methods of payment have, in American Express' reasonable judgment, been difficult to collect or uncollectible.An indicator of such difficulty, for example, may be the fact that you have sent a customer account to collections. To minimize your risk of a Chargeback with B2B Charges, always: Obtain a signature for all in-person charges. For Card Not Present Charges, obtain Proof of Delivery, and Maintain clear and accurate records of orders and returns. Notwithstanding the restriction in Section 26.6, you must not submit any Charge WFBl 707GOV REVOO (7 /14) 40 February 13, 2018 Item #6 Page 99 of 232 until the goods have been shipped or services have been provided to the Card holder. To the extent that you have clearly disclosed your intentions to the Card holder and the Cardholder agrees, then you may submit the following types of Charges to us before you ship the goods to the Cardholder: Charges representing deposits on custom and special orders (so long as you comply with applicable law) or goods not in inventory at the time the order is placed. Charges representing advance, partial, or full payment for goods that the Cardholder requests you to ship at a later date. 39.28.3. Insurance. This section contains provisions specific to establishments that are classified in the insurance industry. American Express undertakes no responsibility on your behalf for the collection or timely remittance of premiums. American Express will not be subject to any liability, under any circumstances, for any claim arising from, or related to, any insurance policy issued by you or your agencies. If the Card is accepted as payment for fixed rate cash value life insurance policies or fixed rate annuities under the Agreement, you represent and warrant to Processor that the fixed rate cash value life insurance policies and fixed rate annuities for which the Card will be accepted for premium payments are not securities requiring registration under the Securities Act of 1933. 39.28.4. Oil/Petroleum. If you are classified in the oil and petroleum industry, American Express may place you in the Fraud Full Recourse Program if you accept charges originating at a Customer Activated Terminal (CAT) gas pump. American Express will not exercise Chargeback up to a certain dollar amount for charges that qualify under the Oil Fraud Protection Program described below. Oil/Petroleum Requirements. If you are classified in the oil and petroleum industry, you must: Obtain a unique Merchant Account Number for your CAT gas pump sales. If you conduct any other business at your establishment (e.g.,convenience store sales, car washing services), you must obtain a unique Merchant Account Number for those lines of business. Submit dealer location data along with each Authorization request and each Submission file. Dealer location data consists of your business': dealer number (store number) name street address city postal code Oil/Petroleum Recommendations. American Express has implemented several policies and fraud prevention tools to assist in combating fraud at the gasoline pump. American Express recommends that you: Set a pre-Authorization request of $100 at your CAT gas pumps. For higher charges such as diesel, adjust the pre-Authorization amount to accommodate the higher charges. Set your CAT gas pumps to shut off when they reach the pre-Authorization amount. Request a separate Authorization for purchases that exceed the original pre- Authorization amount. Oil Fraud Protection Program. The Oil Fraud Protection Program addresses counterfeit fraud Chargebacks at fuel pump CATs. Under this program, American Express will not exercise Chargeback for the amount of the Charge up to $100 provided that both the establishment and each Charge meet the following criteria: The Authorization request meets the data requirements listed under CATs. The Authorization request must include the correct merchant category code (MCC) for"automated fuel dispensers" (5542), The Issuer determines that the Card used to initiate the Charge was counterfeit, and, The establishment qualified for Chargeback protection under the program at the time of the Charge,as follows: For an establishment to qualify under the Oil Fraud Protection Program, it (i) must WFB1707GOV REVOO (7/14) 41 authorize and submit Transactions under the unique Merchant Account Number (Seller ID) assigned to the establishment, and (ii) must have, in a given month, a counterfeit fraud to Charge volume ratio below 1 %. An establishment whose counterfeit fraud to Charge volume ratio rises to or exceeds 1 % in a given month will not qualify under the Oil Fraud Protection Program until the ratio falls below 1 % for three (3) consecutive months. Notwithstanding the foregoing, the Oil Fraud Protection Program does not apply to merchants that submit one Merchant Account Number (Seller ID) consolidated charges from multiple establishments (i.e., central submitters) or to the establishments that those merchants submit on behalf of. American Express offers a variety of fraud prevention tools which may enable merchants to reduce fraud in order to qualify and retain eligibility for the program. If you are classified in the restaurant or bar industry, then the following Authorization procedures apply. If the final restaurant or bar Charge is no greater than the amount for which you obtained Authorization plus 20% of that amount, no further Authorization is necessary. If the final restaurant or bar Charge is greater than the amount for which you obtained Authorization by more than 20%, you must obtain Authorization for any additional amount of the Charge that is greater than the original Authorization. When submitting the Charge, only include the initial approval. 39.28.5. Restaurants. If you are classified in the restaurant or bar industry, then the following Authorization procedures apply. If the final restaurant or bar Charge is no greater than the amount for which you obtained Authorization plus 20% of that amount, no further Authorization is necessary.If the final restaurant or bar Charge is greater than the amount for which you obtained Authorization by more than 20%, you must obtain Authorization for any additional amount of the Charge that is greater than the original Authorization. When submitting the Charge, only include the initial approval. 39.28.6. Telecommunications. If American Express classifies you in the Telecommunications industry, notwithstanding anything to the contrary in the Agreement, American Express may place you in one or more of the following Chargeback programs: Partial Immediate Chargeback Program for an amount of $50 or less; or Fraud Full Recourse Program American Express may establish audit procedures determined in American Express' discretion to ensure that no charges except for recurring billing charges are submitted under the Merchant Account Number designated for recurring billing charges. 39.28. 7. Government/Utilities/Education. This section applies to merchants classified in the government, utilities, or certain education industries (i.e. higher education, private school-kindergarten to grade 12). Customers should feel free to use all forms of payment that you accept without being penalized for choosing a particular form of payment.To promote consumer choice, you are generally prohibited from imposing any restrictions, conditions, or disadvantages when the Card is accepted that are not imposed equally on all other payment products.See"Treatment of the American Express Brand''. Merchants in these specific industries may assess convenience fees on charges, provided that they comply with the other requirements of this section, as follows: Merchants must not impose a higher convenience fee on charges than it imposes on other payment products, except for Automated Clearing House funds transfers, cash, and checks. Merchants classified as government Entities, including government utilities, and privately owned utilities may assess convenience fees on all Charges. Merchants classified as educational institutions may assess convenience fees only on charges for tuition, room and board, school lunch payments or other mandatory fees. You must clearly disclose the amount of convenience fees to the customer and give the customer the opportunity to cancel the Charge ifthe customer does not want to pay the convenience fee. Any explanation, verbal or written, describing why the convenience fee is being assessed, or how it is calculated, must characterize the convenience fee as an assessment to cover your administrative costs and not as an assessment to cover your cost of accepting the Card. You must obtain separate Authorizations and Approval codes for each of the principal charges and the convenience fee. Furthermore, the descriptor on the convenience fee must clearly state that it is a convenience fee (e.g., Official February 13, 2018 Item #6 Page 100 of 232 Payments -City of X (principal payment) and Official Payments Convenience Fee (convenience fee)). Your third-party service provider can only assess a convenience fee when it accepts the Card for the foregoing charges in compliance with the requirements of this section. 39.28.8. Internet/Online Pharmacies. If it is determined that you are an internet/online pharmacy merchant that accepts the Card for sales of prescription medications (as defined by applicable law) in the Card Not Present environment: You must be certified by the Verified Internet Pharmacy Practice Sites program of the National Association of Boards of Pharmacy (www.nabp.net), or, You or your authorized representative must attest that you comply with the licensing and inspection requirements of (i) U.S. federal law and the state in which you are located and (ii) each state to which you dispense pharmaceuticals. Upon request, you must promptly provide documentation that you fulfill the foregoing requirements. Failure to provide this documentation promptly may result in suspension or disentitlement of Card acceptance privileges. Specific procedures exist for transaction processing by internet/online merchants. Online/mail order tobacco retail. If you are classified or it is otherwise determined that you are an on line or mail order (or both) tobacco ore-cigarette merchant, then you must provide the website address of the on line store from which you sell your tobacco products. If your website facilitates tobacco sales, you will be required on request to provide an executed and notarized Affidavit of Compliance with Laws -Online/Mail Order Tobacco. If you fail to complete the Affidavit, Card acceptance privileges may be suspended. American Express may monitor your website. 39.29. American Express-Excessive Disputes. You may be subject to various fees and assessments as set forth on the Application including fees for excessive disputes. Some fees and assessments are for special products or services, while others may be applied based upon non-compliance of American Express policies and procedures. Many non-compliance fees and assessments can be avoided by correcting the actions that are causing such non-compliance. 39.30. American Express Right to Modify or Terminate Agreement. American Express has the right to modify the Agreement with respect to American Express Card transactions or to terminate your acceptance of American Express Card transactions and to require Processor to investigate your activities with respect to American Express Card transactions. 39.31. Acceptance Procedures for American Express Travelers and Gift Cheques. Procedures for accepting American Express Travelers and Gift Cheques: Watch Merchant's customer countersign in the lower left corner of the cheque, and compare the countersignature to the signature in the upper left corner for American Express Travelers Cheques and Gift Cheques. For Cheques for Two, the customer's countersignature must match either one of the two signatures on top. Obtain authorization -American Express recommends obtaining an author- ization to reduce the chances of accepting fraudulent cheques. American Express offers a variety of authorization tools. Obtain on line authorization at www.americanexpress.com/verifyamextc. WFB1707GOV REVOO (7/14) 42 As used in this Program Guide, the following terms mean as follows: Acquirer: Bank in the case of MasterCard, Visa and certain debit transactions or Processor in the case of Discover transactions that acquire Card sale transactions from merchants such as yourself. Address Verification: A service provided through which the merchant verifies the Cardholder's address, in whole or in part. Primarily used by Mail I Telephone/Internet order merchants. Address verification is intended to deter fraudulent transactions, however, an AVS match does not guarantee that a transaction is valid. An AVS request should generally be submitted with an authorization request. The AVS response, if available, however will not impact whether any associated authorization request is approved or denied.You may be charged an AVS fee for any AVS request you submit even if we are not able to provide a response to the request. Affiliate:" Affiliate" of a Person means another Person that, directly or indirectly, (i) owns or controls such Person or (ii) is under common ownership or control with such Person. Agreement:The Agreements among Client, Processor and Bank contained in the Application, the Program Guide and the Schedules thereto and documents incorporated therein, each as amended from time to time, which collectively constitute the Agreement among the parties. Annualized Sales Volume: Annualized Sales Volume is the greater of (1) the sum of the monthly Sales Volume since the account was activated, divided by the number of months the account has been active, and then multiplied by twelve (12), or (2) the estimated annual Sales Volume listed in the Agreement. An active account is defined as an account having a Sales Volume offifty dollars ($50.00) or greater for that month. If the Client has three months or less of Sales Volume, the "Annualized Sales Volume"is the estimated annual Sales Volume provided by the Client in the Agreement. Application: See Merchant Processing Application. Authorization: Approval by, or on behalf of, the Card Issuer to validate a transaction. An authorization indicates only the availability of the Card holder's Credit Limit or funds at the time the Authorization is requested.An Authorization Fee (see Fee Schedule) can be charged for each Authorization, whether approved or declined. Authorization Approval Code: A number issued to a participating merchant by the Authorization Center which confirms the authorization for a sale or service. Authorization and Capture: Refers to the communication of instructions from your POS device or other systems to our computer systems, whether the communications are for authorization requests or any other capture of information. If your Service fee Schedule reflects an authorization and capture fee it may be applied to each communication you transmit to us. Authorization Center: A department that electronically communicates a merchant's request for authorization on Credit Card transactions to the Cardholder's bank and transmits such authorization to the merchant via electronic equipment or by voice authorization. Authorization /EDC Fees: A fee that applies to all Visa, MasterCard and Discover Card approvals (pre-authorizations, authorizations & authorization reversals), denials, batch inquiries,and batch entry transactions and includes any transaction fees and capture fees. Bank: The bank identified on the Application signed by you. Bankruptcy Code: Title 11 of the United States Code, as amended from time to time. Batch: A single Submission to us of a group of transactions (sales and credits) for settlement. A Batch usually represents a day's worth of transactions. Business Day: Monday through Friday, excluding Bank holidays. Buyer Initiated Payment (BIP): A payment that occurs when a cardholding business approves an invoice (or invoices) and submits an electronic payment instruction causing funds to be deposited directly into a their supplier's merchant account. Card: Means a Credit Card and/or a Debit Card. Cardholder: Means the Person whose name is embossed on a Card and any authorized user of such Card, including the Person that has entered into an agreement establishing a Card account with an Issuer.The words"Card Member" refer to Cardholder. February 13, 2018 Item #6 Page 101 of 232 Card Not Present Sale/Transaction: A Transaction that occurs when the Card in not present at the point-of-sale, including Internet, mail-order and telephone- order Card sales. Card Organization: Any entity formed to administer and promote Cards, including without limitation MasterCard Worldwide ("MasterCard"), Visa U.S.A., lnc.("Visa"), DFS Services LLC ("Discover"), American Express and any applicable debit networks. Card Organization Rules: The rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Organization and related authorities, including without limitation, those of the PCI Security Standards Council, LLC and the National Automated Clearing House Association (including, with respect to EBTs, the Quest Operating Rules). Card Validation Codes: A three-digit value printed in the signature panel of most Cards and a four-digit value printed in the front of an American Express Card.Visa's Card Validation Code is known as CW2; MasterCard's Card Validation Code is known as CVC2;the Card Validation Codes for Discover and American Express are known as a Card Identification Numbers (CID). Card Validation Codes are used to deter fraudulent use of an account number in a non-face-to-face environment, (e.g., mail orders, telephone orders and Internet orders). Card Verification Value (CW) I Card Validation Code (CVC)/ Card Identification Data (CID): A unique value encoded on the Magnetic Stripe of a Card used to validate Card information during the Authorization process. CardholderVerification Method (CVM): A method used to confirm the identity of a Cardholder and to signify Card holder acceptance of a transaction, such as signature,Offline PIN,and Online PIN. Cash Benefits: An EBT account maintained by an Issuer that represents pre- funded or day-of-draw benefits, or both, administered by one or more govern- ment entities, and for which the Issuer has agreed to provide access under the EBT program. Multiple benefits may be combined in a single cash benefit account. Cash Over Transaction: Dispensing of cash by a merchant in connection with a Card sale, other than a PIN Debit Card transaction, for the purchase of goods or services. Charge or Charges: The total price, including all applicable taxes and gratuities, for the purchase of goods or services at a merchant for which a Cardholder has signed a Sales Draft or otherwise indicated intent to pay with a Card. Chargeback: A Card transaction (or disputed portion) that is returned to us by the Issuer. Client is responsible for payment to us for all Chargebacks. Check Warranty: A service provided through a merchant's POS equipment which guarantees payment up to a defined limit, provided the merchant follows proper steps in accepting the check. Check Verification: A service provided in which a merchant accesses a national negative file database through its terminal/register to verify or authorize that a person has no outstanding bad check complaints at any of the member merchants.This is not a guarantee of payment to the merchant. Claim: Means any claim (including initial claims, counterclaims, cross-claims, and third party claims), dispute, or controversy between you and us arising from or relating to the Agreement or prior Card acceptance agreements, or the relation- ship resulting therefrom, whether based in contract, tort (including negligence, strict liability, fraud, or otherwise), statutes, regulations, or any other theory, including any question relating to the existence, validity, performance, con- struction, interpretation, enforcement, or termination of the Agreement or prior Card acceptance agreements or the relationship resulting therefrom. Client: The party identified as "Client" on the Application.The words "Subscriber," "you," "your" and "Customer" refer to Client. Also, sometimes referred to as "Merchant." Credit: A refund or price adjustment given for a previous purchase transaction. Credit Card: A device bearing a valid Organization Mark of Visa, MasterCard, Discover or American Express and authorizing the Card holder to buy goods or services on Credit and, to the extent the Schedules so provide, a valid device authorizing the Card holder to buy goods or services on Credit and issued by any other Card Organizations specified on such Schedules. Credit Draft: A document evidencing the return of merchandise by a Cardholder to a Client, or other refund or price adjustment made by the Client to the Cardholder, whether electronic, paper or some other form, all of which must conform to Card Organization Rules and applicable law. WFB1707GOV REVOO (7 /14) 43 Credit Limit: The credit line set by the Issuer for the Card holder's Credit Card account. Customer Activated Terminal (CAT): A Magnetic Stripe terminal or chip-reading device (such as an automatic dispensing machine, Limited Amount Terminal, or Self-Service) that is not an ATM. Debit Card: Means a PIN Debit Card and/or a Non-PIN Debit Card. Dial-Up Terminal: An Authorization device which, like a telephone, dials an Authorization Center for validation of transactions. Discount Rate: A percentage rate charged to merchants, as applicable, for processing Card transactions. Electronic Benefit Transfer (EBT): An Electronic Benefits Transfer system used to deliver certain government delivered benefits, including without limitation Cash Benefits and FNS, SNAP and WIC Benefits, to EBT customers. Electronic Draft Capture (EDC): A process which allows a merchant's Dial-Up Terminal to,receive Authorization and capture transactions, and electronically transmit them to the Processor. This eliminates the need to submit paper for processing. EMV: Developed by Europay, MasterCard, and Visa. It is the global standard for chip based payments. Entity: Means a corporation, partnership, sole proprietorship, trust, association, or any other legally recognized entity or organization. Factoring: The submission of authorization requests and/or Sales Drafts by a merchant for Card sales or cash advances transacted by another business. Factoring is prohibited. General Terms: Section of the Program Guide, including any amendments or modifications. Gross: When referred to in connection with transaction amounts or fees, refers to the total amount of Card sales, without set-off for any refunds or Credits. Imprinter: A manual or electric machine used to physically imprint the merchant's name and ID number as well as the Cardholder's name and Card number on Sales Drafts. Issuer: The financial institution or Card Organization (or other Entity authorized by a Card Organization) which has issued a Card to a Person. Limited Amount Terminal: A customer Activated Terminal that has data capture only capability, and accepts payment for items such as parking garage fees, road tolls, motion picture theater entrance, or magnetic stripe telephones. Magnetic Stripe: A stripe of magnetic information affixed to the back of a plastic Credit or Debit Card. The Magnetic Stripe contains essential Cardholder and account information. Marks: Names, logos, emblems, brands, service marks, trademarks, trade names, tag lines or other proprietary designations. Media: The documentation of monetary transactions (i.e., Sales Drafts, Credit Drafts, computer printouts, etc.) Merchant Account Number: A number that numerically identifies each merchant location, outlet, or line of business to the Processor for accounting and billing purposes. Merchant Identification Card: A plastic embossed card supplied to each merchant to be used for imprinting information to be submitted with each batch of paper Sales Drafts. Embossed data includes Merchant Account Number, name and sometimes merchant ID code and terminal number. Merchant Processing Application ("MPA"): The Merchant Processing Application and Agreement executed by Client, which is one of the documents comprising the Agreement. Merchant Provider: Any Person engaged by you to provide services to you involving or relating to (i) access to Cardholder data, transaction data or information related to either Cardholder data or transaction data or (ii) PIN encryption, including without limitation, Encryption Service Organizations (ESOs). Non-Bank Services: Products and/or Services for which Bank is not responsible, or a party to, including American Express, PIN Debit Card, and Electronic Benefits Transfer Trans actions, Telecheck Check Services, Gift Card Services and Transactions involving Cards from other Non-Bank Card Organizations, such as Voyager Fleet Systems,lnc., WEX,lnc.and WEX Bank,Discover, Leasing,TransArmor, Fraud Services, Wireless, Global Gateway e4 Services, and other items as may be indicated in this Program Guide. February 13, 2018 Item #6 Page 102 of 232 Non-PIN Debit Card: A device with either a Visa, MasterCard or Discover Mark that is tied to a Cardholder's bank account or a prepaid account and which is processed without the use of a PIN. Non-Qualified Interchange Fee: The difference between the interchange fee associated with the anticipated interchange program and the interchange fee associated with the more costly interchange program at which the transaction actually was processed. Non-Qualified Surcharge: A surcharge applied to any transaction that fails to qualify for the anticipated interchange program and is therefore downgraded to a more costly interchange level. The Non-Qualified Surcharge (the amount of which is set forth on the Service Fee Schedule) is in addition to the Non-Qualified Interchange Fee, which is also your responsibility (see above and Section 5.1 ). Operating Procedures: The information prepared by Processor, containing operational procedures, instructions and other directives relating to Card transactions. The current Operating Procedures are set forth in Part B of the Program Guide. PAN Truncation: A procedure by which a Card holder's copy of a Sales Draft or Credit Draft, or as required by applicable law, the Sales Draft or Credit Draft that you retain, will only reflect the last four digits of the Card account number. Person: A third party individual or Entity,otherthan the Client, Processor or Bank. PIN: A Personal Identification Number entered by the Cardholder to submit a PIN Debit Card transaction. PIN Debit Card: A device bearing the Marks of ATM networks (such as NYCE,Star) used at a merchant location by means of a Cardholder-entered PIN in the merchant PIN Pad. PIN Debit Sponsor Banks: The PIN Debit Sponsor Bank(s) identified on the Application signed by you that is/ are the sponsoring or acquiring bank(s) for certain PIN Debit networks. Pl Niess Transaction: A Debit Card transaction that a merchant submits to us for settlement/funding transactions with neither a PIN nor Signature. Point of Sale (POS) Terminal: A device placed in a merchant location which is connected to the Processor's system via telephone lines and is designed to authorize, record and transmit settlement data by electronic means for all sales transactions with Processor. Processor: The entity identified on the Application (other than the Bank) which provides certain services underthe Agreement. Program Guide (also known as the Merchant Services Program Terms and Conditions: The booklet which contains Operating Procedures, General Terms, Third Party Agreements, and Confirmation Page, which, together with the Application and the Schedules thereto and documents incorporated therein, constitute your Agreement with Processor and Bank. Recurring Payment Indicator: A value used to identify transactions for which a Cardholder provides permission to a merchant to bill the Cardholder's Card account at either a predetermined interval or as agreed by the Cardholder for recurring goods or services. Referral: A message received from an Issuer when an attempt for Authorization requires a call to the Voice Authorization Center or Voice Response Unit (VRU). Reserve Account: An account established and funded at our request or on behalf, pursuant to Section 11 of the Agreement. Resubmission: A transaction that the merchant originally processed as a Store and Forward transaction but received a soft denial from the respective debit network or Card Organization.The Resubmission transaction allows the merchant to attempt to obtain an approval for the soft denial, in which case Client assumes the risk that the transaction fails. Retrieval Request/Transaction Documentation Request: A request for documentation related to a Card transaction such as a copy of a Sales Draft or other transaction source documents. Revenue: Total Fees for Services minus the amount of interchange, assessments and other pass through fees paid by you and passed through to payment networks by us. Total fees for Services includes Credit Card and Non-PIN Debit processing fees, PIN debit, non-bank, chargeback and other fees listed in the Pricing Terms. Sales/Credit Summary: The identifying form used by a paper Submission merchant to indicate a Batch of Sales Drafts and Credit Drafts (usually one day's work). Not a Batch header, which is used by electronic merchants. WFB1707GOV REVOO (7/14) 44 Sales Draft: Evidence of a purchase, rental or lease of goods or Services by a Cardholder from, and other payments to, Client using a Card, including preauthorized orders and recurring transactions (unless the context requires otherwise); regardless of whether the form of such evidence is in paper or electronic form or otherwise, all of which must conform to Card Organization Rules and applicable law. Sales Volume: The total combined amount of Credit Card, PIN Debit and Non- PIN Debit (MasterCard, Visa, Discover and American Express) payment transactions processed by us minus any amounts attributable to returned items. Schedules:The attachments,addenda and other documents,including revisions thereto, which may be incorporated into and made part of this Agreement concurrently with or after the date of this Agreement. Self Service Terminals: A Customer Activated Terminal that accepts payment of goods or services such as prepaid cards or video rental, has electronic capability, and does not accept Pl N's. Servicers: Bank and Processor collectively.The words "we,""us" and "our" refer to Servicers, unless otherwise indicated in this Program Guide. Services: The activities undertaken by Processor and/or Bank, as applicable to authorize, process and settle all United States Dollar denominated Visa, MasterCard, Discover and American Express transactions undertaken by Cardholders at Client's location(s) in the United States, and all other activities necessary for Processor and Bank to perform the functions required by this Agreement for all other Cards covered by this Agreement. For the avoidance of doubt, and without limiting the foregoing, "Services" shall include any ancillary products or services provided to You by Processor and/or Bank in connection with this Agreement to the extent such products or services are not provided to you pursuant to a separate agreement with Processor and/or Bank. Settlement Account: An account or account (s) at a financial institution designated by Client as the account to be debited and credited by Processor or Bank for Card transactions, fees, chargebacks and other amounts due under the Agreement or in connection with the Agreement. Split Dial: A process which allows the authorization terminal to dial directly to different Card Processors (e.g., American Express) for Authorization. In this instance, the merchant cannot be both EDC and Split Dial.Split Dial is also utilized for Check Guarantee companies. Split Dial/Capture: Process which allows the Authorization terminal to dial directly to different Card processors (e.g., American Express) for Authorization and Electronic Draft Capture. Store and Forward: A transaction that has been authorized by a merchant when the merchant cannot obtain an authorization while the customer is present, typically due to a communications failure.The merchant will store the transaction electronically in their host system and retransmit the transaction when communications have been restored. Submission: The process of sending Batch deposits to Processor for processing. This may be done electronically or by mail. Summary Adjustment: An adjustment to your Submission and I or Settlement Accounts in order to correct errors. (See Sections 35.3 and 35.4.) Telecommunication Card Sales: Individual local or long distance telephone calls, for which the telephone service provider is paid directly by use of a Card. These do not include, however, calls paid for with pre-paid telephone service cards. Telecommunication Card Sales are considered Card Not Present Sales. Transaction Fees: Service costs charged to a merchant on a per transaction basis. Us, We and Our: See Servicers. You, Your: See Client. February 13, 2018 Item #6 Page 103 of 232 All payments to Client shall be through the Automated Clearing House ("ACH") and shall normally be electronically transmitted directly to the Settlement Account you have designated or any successor account designated to receive provisional funding of Client's Card sales pursuant to the Agreement. Client agrees that any Settlement Account designated pursuant to the preceding sentence will be an account primarily used for business purposes. Neither Wells Fargo Bank, N.A. ("Wells Fargo Bank") nor Wells Fargo Merchant Services, L.L.C. can guarantee the timeframe in which payment may be credited by Client's financial institution where the Settlement Account is maintained. Client hereby authorizes Wells Fargo Bank and its authorized representative, including Wells Fargo Merchant Services, L.L.C., to access information from the Settlement Account and to initiate credit and/or debit entries by bankwire or ACH transfer and to authorize your financial institution to block or to initiate, if necessary, reversing entries and adjustments for any original entries made to the Settlement Account and to authorize your financial institution to provide such access and to credit and/or debit or to block the same to such account. This authorization is without respect to the source of any funds in the Settlement Account, is irrevocable and coupled with an interest.This authority extends to any equipment rental or purchase agreements which may exist with Client as well as to any fees and assessments and Chargeback amounts of whatever kind or nature due to Wells Fargo Merchant Services, L.L.C. or Wells Fargo Bank under terms of this Agreement whether arising during or after termination of the Agreement. This authority is to remain in full force and effect at all times unless and until Wells Fargo Merchant Services, L.L.C. and Wells Fargo Bank have consented to its termination at such time and in such a manner as to afford them a reasonable opportunity to act on it.In addition, Client shall be charged ten dollars ($10.00) for each ACH which cannot be processed, and all subsequent funding may be suspended until Client either (i) notifies Wells Fargo Merchant Services, L.L.C. that ACH's can be processed or (ii) a new electronic funding agreement is signed by Client. Client's Settlement Account must be able to process or accept electronic transfers via ACH. - " -:11:t:2: Eun8ing A:c:lcnowledgement ~ _ : Autolm_ated Clearing Bouse (AC:H). Automated Clearing House (ACH). I acknowledge that the funds for MasterCard, Visa and Discover transactions will be processed and transferred to my Settlement Account within two (2) Business Days from the time a Batch is closed (by 12:00 a.m. PT) and within one (1) Business Day from the time the Batch is closed (by 12:00 a.m. PT) if such account is a Wells Fargo Settlement Account. The ACH transactions will appear on your statement as "Merchant Bnkcd''. The fees for Services as shown on your pricing disclosure are based on the assumption that your Credit Card and Non-PIN Debit transactions will qualify at the anticipated interchange programs associated with your account. If a transaction fails to qualify for your anticipated interchange programs, you will be billed a Non-Qualified Interchange Fee, plus a Non-Qualified Surcharge for each such non-qualifying transaction (see Section 5.1 and Glossary). Your initial fees for Services are stated on your Application and may be adjusted from time to time to reflect: a. Any increases or decreases in the interchange and/or assessment portion of the fees, b. The appropriate interchange level as is consistent with the qualifying criteria of each transaction submitted by Client, and c. Increases in any applicable sales or telecommunications charges or taxes levied by any state, federal or local authority related to the delivery of the services provided by Wells Fargo Merchant Services, L.L.C. when such costs are included in the Service or other fixed fees. In addition to the Debit Card transaction fees set forth on the Application, Client shall be responsible for the amount of any fees imposed upon a transaction by the applicable debit network. A Monthly Minimum Processing Fee will be calculated beginning thirty (30) days after the date Client's Application is approved. (Refer to your pricing disclosures.) WFB1707GOV REVOO (7/14) 45 Authorization Fees are charges that apply each time you communicate directly with Processor. Authorization /EDC Fee applies to all Visa, MasterCard and Discover Card approvals (pre-authorizations,authorizations and authorization reversals),denials, batch inquiries, and batch entry transactions and includes any transaction fees and capture fees. An equipment rental fee will be charged each month for each piece of equipment rented, plus tax as applicable. Client will be charged for actual shipping fees for equipment and cost of supplies. The parties further agree and acknowledge that, in addition to any remedies contained herein or otherwise available under applicable law, if (a) Client breaches this Agreement by improperly terminating it prior to the expiration of the applicable term of the Agreement, or (b) this Agreement is terminated prior to the expiration of the applicable term of the Agreement due to an Event ofDefault, then SERVICERS will suffer a substantial injury that is difficult or impossible to accurately estimate.Accordingly, in an effort to liquidate in advance the sum that should represent such damages, the parties have agreed that the amount calculated in the manner specified below (the "Early Termination Fee") is a reasonable pre-estimate of SERVICERS' probable loss. The Early Termination Fee shall be paid to SERVICERS within 15 days after Client's receipt of SERVICERS' calculation of the amount due. The amount of the Early Termination Fee will be calculated as follows: (i) If the Client's total Sales Volume forthe preceding 12 months* is less than One Million Dollars ($1,000,000) and the termination occurs during the initial term, then the Early Termination Fee is Five Hundred Dollars ($500.00) per location; or (ii) If the Client's total Sales Volume for the preceding 12 months* is greater than or equal to One Million Dollars ($1,000,000) and the termination occurs during the initial term or any renewal term, then the Early Termination fee is Five Hundred Dollars ($500.00) per location plus six (6) times the highest amount of Revenue in any single calendar month during the initial term or any renewal term. * If you have been processing with us for less than 12 months, the early termination fee shall be calculated based on "Annualized Sales Volume"in lieu of "Sales Volume." Client's obligation with respect to any Monthly Minimum Processing Fee will end when SERVICERS receive the aforementioned Early Termination Fee. PROCESSOR: Wells Fargo Merchant Services, L.L.C.: 1307 Walt Whitman Road Melville, NY 11747 Attn: Sales Manager BANK: Wells Fargo Bank: 1200 Montego, Building C Walnut Creek,CA 94598 Attn: Merchant Services (925) 746-4143 Important Phone Numbers: (see also Sections 28.3 and 30.4) Customer Service 1-800-451-5817 press 1 MasterCard/Visa/Discover Authorization Center: 1-800-626-4480 POS Help Desk: 1-800-622-0842 If this application for business credit is denied you may obtain a written statement of the specific reasons for the denial. To obtain the statement, please contact Credit Initiation, 1307Walt Whitman Road, Melville, NY 11747, 1-800-767-2484 ext. 32900, within sixty (60) days from the date you are notified of our decision. We will send you a written statement of reasons for the denial within thirty (30) days of receiving your request. February 13, 2018 Item #6 Page 104 of 232 AGREEMENT THIS AGREEMENT, dated for purposes of identification only this 13th day of February 2018, is made and entered into by and between the City of Carlsbad, a city duly organized and existing under the laws of the State of California, hereinafter referred to as "CITY," AND WELLS FARGO BANK, N.A, a national banking association, hereinafter referred to as "BANK." WI TN E S S E T H: WHEREAS, CITY desires to re-hire the services of BANK as the depository of certain CITY funds in accordance with the terms and conditions hereinafter set forth; and WHEREAS, BANK desires to perform said services for CITY, and represents that BANK is a national bank within the meaning of Section 53635.2 of the Government Code of the State of California. NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIESHERETO AGREE AS FOLLOWS: 1. INCORPORATION OF EXHIBITS A. The following documents are attached hereto as Exhibits, A, B, C, D and E incorporated herein by reference (hereafter referred to collectively as the "Contract Appendix"): i) Banking Services Proforma, ( collectively, Exhibit "A"); ii) Commercial Account Agreement (Exhibit "B"); iii) Master Agreement for Treasury Management Services (Exhibit "C"); iv) Service Documentation (Exhibit "D"); v) CITY'S Request for Proposal ("RFP") for Banking Services, dated October 24, February 13, 2018 Item #6 Page 105 of 232 2016, and all addenda, the BANK'S response to the RFP for Banking Services (Exhibit "E"). B. In the event of any conflict between any provision of this Agreement and any provision of the Contract Appendix, the order of preference in interpreting the terms of this Agreement shall be as follows: 1) This Agreement, 2) Exhibit A, 3) Exhibit B, including all addenda, 4) Exhibit C, 5) Exhibit D, and 6) Exhibit E. 2. SERVICES BANK agrees to perform those certain services for CITY set forth in the Contract Appendix, as determined and expressly authorized by the CITY TREASURER of the CITY. 3. COMPENSATION As complete compensation for the services performed by BANK pursuant to Paragraph 2 above, CITY shall compensate BANK, and BANK shall accept from CITY, those certain amounts established for the services so authorized and performed as set forth in the Contract Appendix. CITY may compensate BANK with fees or compensating balances, or a combination of the two. Any fees not covered by compensating balances shall be billed to CITY quarterly. 4. COMPLIANCE WITH LAWS The laws governing this Agreement include the laws and regulations of the United States and, to the extent applicable, the laws of the state of California. BANK warrants that it will perform the Services (i) in a diligent and highly professional manner, (ii) in accordance with applicable law; and (iii) through experienced individuals qualified to perform the Services. BANK will obtain all required governmental and third-party licenses, approvals, and permits appropriate for the provision of services and/or deliverables it will provide to the City. 5. CITY TO ADMINISTER AGREEMENT CITY has designated, appointed and authorized the CITY TREASURER of CITY to February 13, 2018 Item #6 Page 106 of 232 administer this Agreement, including the power to: (i) authorize the specific services of BANK pursuant to the provisions of this Agreement, (ii) execute any documents, including service agreements, on behalf of CITY necessary in the performance of, or pursuant to, this Agreement, (iii) perform those certain acts required or authorized to be performed by such Treasurer by the Banking Statute, (iv) negotiate the price of any services, the cost of which is not specifically set forth in the Contract Appendix, (v) negotiate the price of and execute agreements for other additional services related to the services for accounts covered by this Agreement, and (vi) Terminate this Agreement pursuant to Paragraph 6 below. 6. TERM This Agreement shall be for a term of five ( 5) years commencing on February 13, 2018, and ending February 12, 2023, provided, however, either party may terminate this agreement at any time prior to the expiration of said term upon sixty (60) days advance written notice of such termination to the other party. Services provided by any third-party vendors, such as armored carrier, deposit courier, messenger, or check printers, are not covered by this Agreement, unless specified in the Contract Appendix. Notice shall be deemed given for purposes of this Paragraph upon the deposit thereof in the course of transmission with the United States Postal Service, properly addressed with postage prepaid, or upon personal delivery to such other party. CITY shall have the option, in the sole discretion of the CITY Treasurer, to renew this Agreement for five (5) additional one-year terms. Written notice of the CITY'S intent to exercise its option to renew this Agreement shall be given to BANK at least thirty (30) days prior to the termination of the Agreement or any renewal term thereof. The terms and conditions of any renewal term of this Agreement shall be as set forth herein, except that modifications in the compensation designated in Exhibit "A," subject to the conditions contained in Section 3, supra, may be made effective for any renewal term as mutually February 13, 2018 Item #6 Page 107 of 232 determined by BANK and the CITY TREASURER of the CITY in writing. 7. AUDITS BANK agrees to provide CITY'S outside auditors reasonable access to or, as BANK determines in its sole discretion, copies of BANK records relating to CITY'S accounts and transactions with BANK and to respond to other reasonable requests of such auditors about information relating to CITY'S accounts and transactions with BANK, provided (i) BANK receives a written request from the auditors specifying what they wish to review, (ii) CITY provides BANK objectively reasonable evidence that such auditors are acting in their capacity as CITY'S outside auditors, (iii) such auditors are bound to maintain the confidentiality of BANK information (iv) disclosure of any requested BANK information or records does not violate any applicable law, regulation or order by which BANK is bound and (v) such disclosure is made at a time and in a manner which does not unreasonably interfere with BANK'S normal operations or customer or employee relations. 8. BANK OFFICE Unless otherwise approved by the CITY TREASURER, most, if not all accounts of CITY established by BANK pursuant to this Agreement shall be maintained at BANK'S Government Banking Office in San Bernardino at the address indicated below. One of BANK'S Carlsbad branches will service as a conduit for CITY deposits and other banking servicing needs as determined by CITY TREASURER. 9. NOTICES Any written notice given by either party to this Agreement shall be given to the other party at the following respective address: February 13, 2018 Item #6 Page 108 of 232 CITY: BANK: Craig Lindholm, City Treasurer City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Jamie Varner, V.P. Relationship Manager Wells Fargo Bank, N.A. Government Banking Division 334 W 3rd St., 4th Floor San Bernardino, CA 92401 Either party may designate a different address to which notices are to be sent to such party upon written notice of such change of address to the other party. 10. PRICERATES Notwithstanding anything in any document to the contrary, BANK rates and prices for services as set forth in the Contract Appendix and otherwise shall remain fixed at the rates and prices set forth therein or as expressed otherwise for the first five ( 5) years of the initial term of this Agreement. After the initial five (5) years of the term of this Agreement, BANK may only increase prices in conformance with the prevailing San Diego -All Urban Consumer Price Index. 11. INDEMNIFICATION During the term of this Agreement, BANK will indemnify, defend and hold harmless City and its officers, directors, employees, agents and assigns (the "Indemnified Parties") from and against all losses or damages ( collectively, "Losses") arising out of, resulting from or relating to the performance of the services provided hereunder which are, in each case, directly caused in whole or in part by the negligent or intentional misconduct of BANK or any of its officers, directors, employees, agents, subcontractors or assigns, except to the extent such Losses are caused by the negligence or intentional misconduct of the CITY. In no event will BANK be liable for any indirect, special, consequential or punitive damages, whether or not the likelihood of such damages was known to BANK, and February 13, 2018 Item #6 Page 109 of 232 regardless of the form of the claim or action or the legal theory on which it is based. BANK' s liability under this indemnity will be limited to an amount not to exceed 10 times BANK fees incurred during the calendar month immediately preceding 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 the month in which the losses or damages were incurred). 12. ENTIRE AGREEMENT The entire Agreement between CITY and BANK is comprised of, and set in order of precedence, this Agreement, Exhibit A, Exhibit B, Exhibit C, Exhibit D, and Exhibit E, and all addenda. These writings constitute the entire agreement between the parties with respect to the subject matter hereof, and supersedes all oral or written representations or written agreements which may have been entered into between the parties. No modification or revision shall be of any force or effect, unless the same is in writing and executed by the parties hereto. If any provision of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are intended to be and shall be deemed severable. The parties shall agree, if reasonably practicable, upon provisions which are equivalent from an economic point of view to replace any provision which is determined to be invalid. 13. ASSIGNMENT Each party may assign the contract only with the other party's written consent, which consent will not be unreasonably withheld or delayed; provided, however, that Bank may assign the contract without consent in connection with a merger, acquisition or corporate restructuring involving all or substantially all of Bank's assets. 14. GOVERNING LAW This Agreement shall be governed by the laws of the State of California. If any portion February 13, 2018 Item #6 Page 110 of 232 of this Agreement is held invalid under any applicable statute or rule of law, then such portion only shall be deemed invalid. 15. NO WAIVER No waiver or failure to exercise any right, option or privilege under the terms of this Agreement on any occasion shall be construed to be a waiver of any right, option or privilege on any other occasion. 16. AUTHORITY AND EFFECTIVE DATE BANK and BANK'S signatories represent that the signatories hold the positions set forth below their signatures and that the signatories are authorized to execute this Agreement on behalf of BANK and to bind BANK hereto. The effective date of this Agreement shall be February 13, 2018. In the event BANK fails to set forth the a date of execution opposite the name(s) of BANK's signatories, BANK hereby authorizes CITY by and through its representative, to insert the date of execution by BANK'S signatories as the date said Agreement, as executed by BANK, is received by the CITY. [Remainder of page intentionally left blank; signatures on next page] February 13, 2018 Item #6 Page 111 of 232 IN W11NESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth. DATE OF EXECUTION: · City of Carlsbad oz./zz /201,P By {k,e,c~t;ir±;?if- "tr . Lindholm City Treasurer DATE OF EXECUTION: WELLS FARGO BANK, a National Banking :t1';,~ Ja~e:r Vice President, Relationship Manager APPROVED AS TO FORM: COUNSEL FOR BANK ~{~ By _________ _ Date __ ! .:__/_3_1___._11--=-l_,,f,___ __ _ ASSISTANT CITY ATTORNEY By __________ _ Date. _________ _ February 13, 2018 Item #6 Page 112 of 232 WELLS FARGO Exhibit A Dec 2017 Wells Fargo Treasury Management Pro Forma Prepared For City of Carlsbad ANALYSIS SUMMARY Average Positive Collected Balance Reserve Requirement @ 0.00% lnvestable Balance Available for Services Monthly Analyzed Charges Earnings Allowance @ 1.10% variable based on indexed rate Net Monthly Analyzed Charges *Monthly Fee Based Charges Total Monthly Analyzed Charges *Charges not offset by balances WF AFP Code Code Service Description 22051 010000 ACCT MAINTENANCE SERVICE DETAILS DS510 010020 ZERO BALANCE MASTER ACCOUNT MAINT DS001 010021 ZERO BALANCE MONTHLY BASE CK021 010100 DEBITS POSTED CK049 010310 DDA STATEMENT -PAPER CK183 010320 DDA STATEMENT -SPECIAL INSTRUCTION CK030 010410 CLIENT ANALYSIS STATEMENT-PAPER 32067 010100 WELLSTAX CEO PAYMENT -PREMIUM 32068 010099 WELLSTAX CEO SUBSCRIPTION $ 0.00 $ 0.00 $ 0.00 $ 10,866.40 $ 0.00 $ 10,866.40 $ 0.00 $ 10,866.40 Service Unit Price Volume Charges 10.00000 9 90.00 0.00000 2 0.00 10.00000 4 40.00 0.00000 162 0.00 0.00000 6 0.00 1.00000 2 2.00 0.00000 4 0.00 6.00000 6 36.00 5.00000 2 10.00 February 13, 2018 Item #6 Page 113 of 232 GENERAL ACCOUNT SERVICES Subtotal 178.00 34222 050312 LOCKBOX CEO SUBSCRIPTION PER ITEM 0.05000 0 0.00 48200 050020 WTLBX MONTHLY BASE 75.00000 75.00 48205 050401 WTLBX TRANSMISSION MONTHLY BASE 75.00000 75.00 48333 059999 WTLBX ONLINE DECISION MTHL Y BASE 75.00000 75.00 48220 050122 WTLBX TOTAL PAYMENTS PROCESSED 0.20000 17,000 3,400.00 48307 059999 WTLBX STD ITEM PROCESSED NON SCAN 0.25000 0 0.00 48221 050122 WTLBX MULTI PAYMENT 0.15000 1,700 255.00 48222 050002 WL TLBX PARTIAL PAYMENT 0.01000 850 8.50 48336 059999 WTLBX REMIT PROCESSED CASH 5.00000 10 50.00 48241 059999 WTLBX REMIT PROCESSED EXPR MAIL 1.50000 10 15.00 48236 050127 WTLBX MICR DATA CAPTURE 0.01000 17,000 170.00 48317 059999 WTLBX MICR CAPTURE NON-SCANNABLE 0.01000 1 0.01 48244 050530 WTLBX CORRESPONDENCE I REJECTS 0.25000 0 0.00 48235 050114 WTLBX ROUGH SORTS 5 OR LESS 0.17000 0 0.00 48334 059999 WTLBX ONLINE DECISION EXCEPTN POST 0.10000 0 0.00 48335 059999 WTLBX ONLINE DECISION ITEMS REJECT 0.15000 0 0.00 48234 050101 WTLBX IMAGING -SCANNABLE 0.05000 35,000 1,750.00 48326 059999 WTLBX IMAGING NON-SCANNABLE 0.05000 1 0.05 48249 050424 WTLBX 7 YEAR B/W IMAGE ARCHIVE 0.02000 34,000 680.00 48230 050301 WTLBX DAILY DEPOSIT CUT 1.00000 21 21.00 48257 050899 WTLBX MARK SENSE/ADDRESS CHANGE 0.05000 0 0.00 48501 050401 WTBX TRANSMISSION ITEM 0.00500 17,000 85.00 75001 059999 VIRTUAL LOCKBOX BASE 50.00000 0 0.00 75003 059999 VIRTUAL LOCKBOX PAYMENT PROCESSED 0.30000 0 0.00 34220 050312 LOCKBOX CEO SUBSCRIPTION MTHL Y BASE 15.00000 0 0.00 ED515 059999 E-BOX PAYMENT RETURN 0.35000 0 0.00 ED516 059999 E-BOX PAYMENT REVERSED 0.25000 0 0.00 ED517 050099 E-BOX REVERSAL REJECT 0.25000 0 0.00 ED500 050030 E-BOX MONTHLY MAINT (W/CROSS REF) 150.00000 1 150.00 ED470 059999 E-BOX PAYMENT 0.10000 2,000 200.00 ED521 050030 E-BOX REPORTING PACKAGE MTHL Y BASE 175.00000 0 0.00 ED524 050030 E-BOX REVERSAL REPORTING MTHL Y BASE 25.00000 0 0.00 LOCKBOX SERVICES Subtotal 7,009.56 February 13, 2018 Item #6 Page 114 of 232 WF AFP Service Code Code Service Description Unit Price Volume Charges 08174 100100 CASH VAULT DEPOSIT CASH AND CHECK 1.00000 91 91.00 08173 100100 CV CASH ONLY OR CHECK ONLY DEPOSIT 1.00000 206 206.00 CK197 100040 CASH ORDER FEE IN A WF BRANCH 6.00000 6.00 CK131 100040 ROLLED COIN FURNISHED BY WF BRANCH 0.20000 0.20 CK141 100040 CURRENCY FURNISHED BY WF BRANCH 0.00200 17 0.03 CK061 100400 RETURN ITEM -CHARGEBACK 5.00000 2 10.00 CK069 100401 RETURN ITEM SPECIAL INSTRUCTIONS 0.00000 2 0.00 CK081 100401 RETURN ITEM SPECIAL INST MTHL Y BASE 0.00000 0.00 CK075 100402 RETURN ITEM REDEPOSITED 1.25000 6 7.50 34239 100430 CEO RETN ITEM SUBSCRIPTION OPT DETL 0.15000 10 1.50 34235 100416 CEO RETN ITEM SUBSCRIPTION PER ACCT 20.00000 20.00 34237 100416 CEO RETN ITEM SUBSCRIPTION PER ITEM 0.25000 7 1.75 08052 100006 BRANCH DEPOSIT 1.10000 31 34.10 08062 100015 CASH DEP/$1 VERIFY IN CASH VAULT T1 0.00160 2 0.00 08504 100520 CASH VAULT ADJ ADVICE -US MAIL 0.00000 1 0.00 08071 100111 CASH VAULT COIN DEP-PARTIAL/MIX BAG 4.00000 8 32.00 08290 100199 CASH VAULT CURRENCY/COIN DEPOSITED 0.00120 116,999 140.40 08160 100501 CASH VAULT DEPOSIT ADJUSTMENT 5.00000 1 5.00 08132 100100 CASH VAULT MONTHLY BASE 0.00000 3 0.00 08025 100015 MISCELLANEOUS CREDITS POSTED 1.00000 0 0.00 08008 100110 VAULT DEPOSITED COIN -ROLLED 0.00000 0.00 001 100220 DEPOSITED CHECKS -ON US 0.05000 385 19.25 002 100225 DEPOSITED CHECK 0.07000 15 1.05 311 100225 WHOLESALE LOCKBOX -DEPOSITED CHECK 0.03000 17,000 510.00 DEPOSITORY SERVICES Subtotal 1,085.78 DS191 150122 PAYEE VALIDATION STANDARD-ITEM 0.02000 1,336 26.72 22810 150500 WF CHK CASHED FOR NONACCT HOLDER 5.00000 3 15.00 22030 150412 STOP PAYMENT -AUTO RENEWAL 0.00000 2 0.00 34336 150724 POSITIVE PAY EXCEPTION -CEO IMAGE 0.25000 3 0.75 12677 150300 MICR CHECK REJECTS >1% THROUGH 2% 0.00000 13 0.00 12678 150300 MICR CHECK REJECTS OVER 2% 0.00000 29 0.00 12812 151352 CEO IMAGE VIEW< 90 DAYS -ITEM 0.25000 15 3.75 12815 151352 CEO IMAGE VIEW> 90 DAYS -ITEM 0.25000 5 1.25 22225 150240 CHECK CASHING THRESHOLD MO BASE 0.00000 1 0.00 22245 150240 CHECKS PAY TO INDIV BLOCK MO BASE 0.00000 0.00 22235 150240 OTC DEBIT BLOCK MONTHLY BASE 0.00000 0.00 12505 150222 POSITIVE PAY EXCEPTION CHECKS RETND 2.50000 2.50 12903 150310 POSITIVE PAY EXCEPTIONS -ITEM 1.00000 2 2.00 12907 150030 POSITIVE PAY MONTHLY BASE 10.00000 5 50.00 MD091 150240 PYMT AUTH MAX CHECK MTHL Y BASE 0.00000 1 0.00 12670 150410 STOP PAYMENT -ONLINE 5.00000 3 15.00 22202 150100 DOA CHECKS PAID 0.05000 1,336 66.80 12675 150499 STOP PAYMENT-PAPER CONFIRMATION 0.00000 19 0.00 64104 151350 IFI MAINTENANCE PER PRODUCT 175.00000 1 175.00 64101 151354 IFI PAID CHECKS -IMAGE 0.01000 1,336 13.36 PAPER DISBURSEMENT SERVICES Subtotal 372.13 February 13, 2018 Item #6 Page 115 of 232 WF AFP Service Code Code Service Description Unit Price Volume Charges DS322 200120 ARP PARTIAL RECONCILIATION -ITEM 0.05000 0 0.00 12687 209999 ARP AGED ISSUE RECORDS ON FILE-ITEM 0.05000 43 2.15 12377 200201 ARP FULL RECON--ITEM 0.05000 1,287 64.35 12060 200010 ARP MONTHLY BASE -FULL 40.00000 5 200.00 12604 200306 ARP OPTIONAL REPORTS 5.00000 16 80.00 12430 200301 ARP OUTPUT -TRANSMISSION 0.00000 8 0.00 12609 200310 ARP PAPER STATEMENT/REPORT DELIVERY 5.00000 5 25.00 12684 200310 ARP PAPER STMT/REPORT MONTHLY BASE 5.00000 5 25.00 34350 200306 CEO ARP STMT & RPTS MONTHLY BASE 5.00000 3 15.00 12694 200100 OUTGOING TRANSMISSION -PER ITEM 0.00000 981 0.00 PAPER DISBURSEMENT RECON SERVICES Subtotal 411.50 CK018 250201 ELECTRONIC CREDITS POSTED 0.00000 487 0.00 ES203 250000 ACH/WIRE PERFECT RECEIVABLE-MO BASE 50.00000 0 0.00 ES280 250000 ACH MONTHLY BASE 35.00000 3 105.00 ES211 250102 ACH ONE DAY ITEM 0.08000 9,758 780.64 ES204 250202 ACH PERFECT RECEIVABLES -ITEM 0.15000 0 0.00 ES210 250102 ACH TWO DAY ITEM 0.08000 554 44.32 ES216 250102 ACH SAME DAY 0.10000 31 3.10 ES205 250220 ACH PERFECT RECEIVABLES -ADDENDA 0.01000 0 0.00 ES344 250202 ACH RECEIVED ITEM 0.04000 358 14.32 06504 250302 ACH RETURN ADMIN -MANUAL 3.50000 4 14.00 06503 250302 ACH RETURN ITEM-MANUAL 3.50000 10 35.00 ES362 250311 ACH RETURN ITEM -DISHONORED 1.00000 1 1.00 ES801 250501 ACH TRANSMISSION CHARGE 5.00000 28 140.00 ES802 250501 ACH TRANSMISSION SPECIAL 5.00000 4 20.00 ES237 250710 ACH FAX SERVICE 0.00000 28 0.00 ES346 250622 ACH EXCEPTION PROCESS-DUPLICAT FILE 15.00000 15.00 ES361 250642 ACH REVERSAL -ITEM 3.50000 3.50 70037 250102 SMART DECISION-LOCKBOX ACH 0.05000 0.05 ES342 250720 ACH CUSTOMER REPORTS 5.00000 2 10.00 ES339 251010 ACH SPECIAL INVESTIGATION 25.00000 25.00 34333 251050 ACH CEO FRAUD FILTER REVIEW MO BASE 5.00000 5.00 34334 251050 ACH CEO FRAUD FILTER STOP MTHL YBASE 5.00000 3 15.00 ES352 251050 ACH FRAUD FILTER STOP MTHL YBASE 5.00000 2 10.00 ES353 251052 ACH FRAUD FILTER STOP -ITEM 5.00000 5.00 ES231 250620 ACH DELETE/REVERSE -BATCH/FILE 5.00000 5.00 GENERAL ACH SERVICES Subtotal 1,250.93 28006 300200 REC MGR OR E-BOX TRANSMISSION 5.00000 22 110.00 28019 300010 RECEIVABLES MANAGER MONTHLY BASE 100.00000 100.00 EDI PAYMENT SERVICES Subtotal 210.00 ES073 359999 WIRE MONTHLY DOA BASE -VOICE 0.00000 0.00 ES167 359999 WIRE SECURITY PIN MONTHLY BASE 0.00000 0.00 ES030 350300 WIRE IN -DOMESTIC 6.00000 8 48.00 ES141 350120 WIRE BOOK TRANSFER -CEO 2.00000 1 2.00 ES139 350100 WIRE OUT DOMESTIC -CEO 4.00000 12 48.00 18030 350330 WIRE IN REPAIR SURCHARGE 5.00000 1 5.00 18602 350560 WIRE INVESTIGATION 40.00000 40.00 WIRE & OTHER FUNDS TRANSFER SERVICE Subtotal 143.00 February 13, 2018 Item #6 Page 116 of 232 WF AFP Code Code 34421 400272 34420 400051 34121 400274 34120 400055 34115 400272 34100 400052 27707 400340 IL 151 609999 48271 050801 48258 050002 28043 050031 64100 151357 12021 200410 ES201 251000 ED271 300341 28018 300321 28017 300320 Service Description ARP STMTS & RPTS (CSV/EXCEL) / ITEM ARP STMTS & RPTS (CSV/EXCEL) BASE CEO INTRADAY REPORTING ITEMS RPTD CEO INTRADAY REPORTING MAINTENANCE CEO PREV DAY REPORTING ITEMS LOADED CEO PREV DAY REPORTING MAINTENANCE CEO SEARCH INFORMATION SERVICES Subtotal DEPOSITED CHECK ON FOREIGN BANK INTERNATIONAL SERVICES Subtotal SETUP CHARGES WTLBX SET UP FEE WTLBX PO BOX RENTAL/ANNUAL E-BOXSET UP LOCKBOX SERVICES Subtotal IFI SETUP PER PRODUCT PAPER DISBURSEMENT SERVICES Subtotal ARP SET UP -FULL PAPER DISBURSEMENT RECON SERVICES Subtotal ACH TRANSMISSION -SET UP GENERAL ACH SERVICES Subtotal PAYMENT MGR IMPLEMENTATION DEV HOUR RECEIVABLES MANAGER CUSTOM SETUP RECEIVABLES MANAGER SET UP EDI PAYMENT SERVICES Subtotal *Total Fee Based Charges Total Service Charges Unit Price Volume 0.00000 0.00000 3 0.30000 0 50.00000 0 0.00000 2,919 20.00000 10 0.00000 15 5.50000 0.00000 0.00000 0.00000 0.00000 0.00000 2 0.00000 0.00000 0 0.00000 0 0.00000 1 Service Charges 0.00 0.00 0.00 0.00 0.00 200.00 0.00 200.00 5.50 5.50 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 10,866.40 February 13, 2018 Item #6 Page 117 of 232 Zero Volume Elements -Elements with zero volume are not included in the estimated monthly analysis fee but are included for disclosure purposes. 08025,28018, 34120, 34121, 34220, 34222,48235,48244,48257,48307,48334, 48335, 75001, 75003, DS322, ED271, ED515, ED516, ED517, ED521, ED524, ES203, ES204, ES205 A book transfer is a wire between two accounts on the Wells Fargo US account system initiated via CEO Wires or Payment Manager. The debit and credit accounts are in the same relationship and linked by the bank on the wire system For additional service definitions, please contact your Treasury Management Sales Consultant or visit: www.wellsfargo.com/accountanalysis February 13, 2018 Item #6 Page 118 of 232 AMENDMENT TO WELLS FARGO COMMERCIAL ACCOUNT AGREEMENT This Amendment (the "Amendment") to the Commercial Account Agreement, effective October 1, 2014, as amended from time to time, (the "Agreement") is entered into on the last date signed below (the "Effective Date") between Wells Fargo Bank, N.A., a national banking association, ("Bank") and the City of Carlsbad, a city duly organized and operating under the laws of the State of California. WITINESSETH WHEREAS, Bank and City have fully negotiated in good faith and agreed to revise and/or modify certain provisions of the Agreement, and now desire to amend the Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and benefits to be derived from the Agreement and this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both parties, Bank and City agree that the terms set forth below shall be incorporated into, and become a part of, the Agreement and the parties further agree to be legally bound by the following terms and to amend the Agreement as follows: 1. The section titled "Direct Deposits Returned by Bank" is amended to include the following language: "Notwithstanding the above, Bank may not deduct the Amount from the following accounts held by City: xxx06992, xxxx7518, xxxx5700, xxx6092." 2. The section titled "Security Interest; Bank's Right to Setoff'' is amended to include the following language: "Notwithstanding the above, Bank may not setoff against any of the following accounts held by City: xxx06992, xxxx7518, xxxx5700, xxx6092. Neither may Bank obtain a lien on or security interest in Company's Account as against the following accounts held by the City: xxx06992, xxxx7518, xxxx5700, xxx6092." 3. The section titled "Payment of Bank Fees and Expenses; Finance Charges" is deleted and amended to read as follows: Bank may either directly debit Company's Account or invoice Company for Bank fees and expenses and taxes incurred in connection with Company's Account and any Service. If an Earnings Allowance accrues on Company's Account, Bank will periodically apply Company's accrued Earnings Allowance to Bank fees and expenses (unless Bank otherwise indicates in writing). Bank may debit Company's Account (or any other Account Company maintains at Bank except for the following accounts: xxx06992, xxxx7518, xxxx5700, xxx6092) or invoice Company for any amount by which the fees and expenses exceed the accrued Earnings Allowance on Company's Account. Bank may not deduct Bank monthly fees and expenses and taxes incurred in co,nnection with City's Account and any Service until after Bank receives approval from City after the appropriate review period. Bank may also debit Company's Account (and any other account Company maintains at Bank except for the following accounts: xxx06992, xxxx7518, xxxx5700, xxx6092) for attorneys' fees and any other fees and expenses Bank incurs in exercising its rights under this Agreement including Bank's rights in connection with Overdrafts, Adverse Claims, Legal Process and "Freezing" Company's Account. If there are insufficient funds in Company's Account to cover the debit, Bank may overdraw Company's Account. Company agrees to promptly pay any invoiced amount. Bank may assess finance charges on any invoiced Page 1 of 2 EXHIBIT B February 13, 2018 Item #6 Page 119 of 232 amounts that are not paid within forty-five (45) days of the date of invoice. Finance charges are assessed at a rate of 1.5% per month (18% per annum) or the highest amount permitted by the laws governing this Agreement, whichever is less. Charges for accrued and unpaid interest and previously assessed finance charges will not be included when calculating finance charges. Payments and other reductions of amounts owed will be applied first to that portion of outstanding fees attributable to charges for accrued and unpaid interest and previously assessed finance charges, then to other fees and expenses. Debiting of service fees occurs on the day of each calendar month Bank separately discloses to Company, or if the disclosed day is not a Business Day, on the next succeeding Business Day. This Amendment may be executed in two or more counterparts, each of which will be deemed an original and all of which together constitute one instrument. This Amendment may be executed and delivered by facsimile and the parties agree that such facsimile execution and delivery shall have the same force and effect as delivery of an original doc-ument with original signatures, and that each party , may use such facsimile signatures as evidence of the execution and delivery of this Amendment by all parties to the same extent that an original signature could be used. Except as set forth herein, the terms and conditions of the Agreement shall remain in full force and effect; provided however. that if any term or condition of the Agreement conflicts with or is inconsistent with any term or condition of this Amendment, the terms and conditions of this · Amendment shall govern, prevail and control. All references to the Agreement shall include this Amendment. This Amendment shall be governed by and construed in accordance with the laws ·· applicable to the Agreement, without giving effect to principles of conflicts of law. IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Amendment as of the date below. CITY OF CARLSBAD WELLS FARGO BANK, N.A. By: _____________ _ (Duly Authorized Signor) (D ly Aut rized Signor) Print Name: ____________ _ Print Name: Ja.W\ \& VwV\V Title: ______________ _ Title: V l ce... t'V'€-Slcte/\t/R.eltl116l'\s\-tr M. J Date: ______________ _ Date: Ql ,.. ~\ -?-0/'6 Page 2 of 2 February 13, 2018 Item #6 Page 120 of 232 Exhibit B Commercial Account Agreement Effective October 1, 2014 • February 13, 2018 Item #6 Page 121 of 232 Table of Contents I. Terms Applicable to All Commercial Deposit Accounts ................................ 6 Introduction Defined Terms Affiliate ....................................................................................................................................................................... 6 Authorized Signer ............................................................................................................................................ 6 Business Day ....................................................................................................................................................... 7 Collected 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 Arbitrate ................................................................................................................................... 8 Governing Rules ................................................................................................................................................... 8 No Waiver of Self-Help or Provisional Remedies ...................................................................... 9 Arbitrator Qualifications and Powers ................................................................................................. 9 Discovery ................................................................................................................................................................. 10 Class Actions and Consolidations ..................................................................................................... 10 Payment of Arbitration Costs and Fees ......................................................................................... 10 Miscellaneous ....................................................................................................................................................... 11 Statements and Other Account-Related Information Mailing Statements and Other Account-Related Information to Company ............................................................................................................................. 11 Company's Obligation to Review Statements and Other Account-Related Information and to Notify Bank of Errors ..................................................................................... 11 Returned, Unclaimed Statements or Other Account-Related Information ................................................................................................................ 12 Address Changes for Statements for Company's Account and Other Account-Related Infonnation ................................................................................................................ 12 Notices and Other Mail ................................................................................................................................. 13 2 February 13, 2018 Item #6 Page 122 of 232 Contacting Company Regarding Servicing and/or Collections ................................... 13 Electronic Con1munications ...................................................................................................................... 13 Fraud Prevention Protection Against Unauthorized Items ........................................................................................... 14 Lost or Stolen Paper Items; Unauthorized Items ...................................................................... 14 Preventing Misuse of Company's Account .................................................................................... 15 Claim of Unauthorized Transactions; Bank's Rights and Liability Investigation by Bank; Company's Agreement to Cooperate ...................................... 16 Standard of Care ................................................................................................................................................ 16 Limitation of Liability; Indemnification ......................................................................................... 16 Adverse Claims .................................................................................................................................................... 17 Legal Process ........................................................................................................................................................ 17 ''Freezing'' Company's Account .............................................................................................................. 17 Force Maj eure ........................................................................................................................................................ 17 Company's Insurance Coverage .......................................................................................................... 18 Substitute Checks Deposits to Company's Account General .................................................................................................................................................................... 18 Collection Ite111S ............................................................................................................................................... 19 Endorsements .................................................................................................................................................... 19 Material Appearing on the Back ofltems; Check Legends ........................................... 19 Breach of Warranties ................................................................................................................................... 19 When Deposits are Credited to Company's Account ........................................................ 20 Company's Use of Funds .......................................................................................................................... 20 Deposits at Affiliates .................................................................................................................................... 20 Deposits ofNon-U.S. Ite111S ..................................................................................................................... 20 Acts and Omissions of Other Financial Institutions .......................................................... 21 Deposited Items Retuined ...................................................................................................................... 21 Direct Deposits Returned by Bank .................................................................................................... 22 Reconstructing Lost or Destroyed Deposited Ite111S ........................................................... 22 Withdrawals from Company's Account Determining Company's Account's Balance; Debiting Company's Account ............................................................................................................... 22 Order of Posting; Categories of Items ............................................................................................ 23 Relation between posting orders & overdrafts/returned item ........................... .24 Paper Ite111S Presented Over-the-Counter for Payment by a Non-Customer ................................................................................................................................................... 24 3 February 13, 2018 Item #6 Page 123 of 232 Large Cash Withdrawals ............................................................................................................................ 25 Withdrawals at Affiliates ........................................................................................................................... 25 Items Resulting From Company's Disclosure of Company's Account Number ............................................................................................................................................. 25 Missing Signatures; Alterations; Forgeries ................................................................................. 25 Dates and Special Instructions on Paper Items ..................................................................... 26 Facsi1nile or Mechanical Signatures ................................................................................................ 26 Consumer ACH Debit Entries ............................................................................................................. 26 Stop Payment Orders; Notices of Post-Dating General ................................................................................................................................................................... 26 Content ofStop Payment Order ......................................................................................................... 27 Effective Period of Stop Payment Order; Renewal; Revocation ................................. 27 Liability to Holder in Due Course ..................................................................................................... 27 Paper Items Paid Over Valid Stop Payment Orders .......................................................... 27 Overdrafts; Security Interest; Bank's Right to Setoff Overdrafts and Insufficient Funds .................................................................................................... 28 Security Interest; Bank's Right to Setoff ....................................................................................... 28 Bank Fees and Expenses General .................................................................................................................................................................... 29 Payment of Bank Fees and Expenses; Finance Charges ................................................. 29 Earnings Allowance ...................................................................................................................................... 30 Recoup1nent Fee .............................................................................................................................................. 30 Bank's Use of Funds ...................................................................................................................................... 30 Checking Subaccounts Miscellaneous Acceptable Form of Paper Items; Document and Image Quality .............................. 31 Closing Company's Account .................................................................................................................... 31 Contract Language ......................................................................................................................................... 32 Credit Reports ..................................................................................................................................................... 32 Dormant and Unclailned Accounts ................................................................................................. 33 Entire Agreement; Headings; No Third Pmiy Beneficiary ............................................ 33 Laws Governing this Agreement ........................................................................................................ 33 Minimum Balance Requirements; Other Restrictions ...................................................... 34 Modification of Agreement; Account Conversion ................................................................ 34 Monitoring and Recording Communications ......................................................................... 35 No Fiduciary Relationship ....................................................................................................................... 35 Reliance on Bank's Records .................................................................................................................... 35 4 February 13, 2018 Item #6 Page 124 of 232 Reordering Checks ......................................................................................................................................... 35 Restricted Transactions .............................................................................................................................. 3 5 Transferring an Interest in Company's Account .................................................................... 35 II. Additional Terms Applicable to All Commercial Interest-Bearing, Savings and Time Accounts ........................................................................... 36 Interest-Bearing Accounts Variable/Fixed-Rate Accounts .............................................................................................................. 3 6 Method Used to Calculate Earned Interest ................................................................................ 36 Interest Accrual ................................................................................................................................................. 36 Compounding and Crediting ................................................................................................................. 36 Target Balance Accounts ........................................................................................................................... 36 Interest Adjustments .................................................................................................................................. 3 7 Tax Identification Number Certification .................................................................................... 37: Commercial Savings Accounts Bank's Right to Require Notice ........................................................................................................... 38 Regulation D savings account transaction limit and other limited activity ..................................................................................... 38 Commercial Time Accounts General ....................................................................................................................................................................... 39 Certificated Time Accounts ....................................................................................................................... 39 Maturity Date ........................................................................................................................................................ 39 Ti1ne Requirements .......................................................................................................................................... 39 Payment of Interest ........................................................................................................................................... 39 Additional Deposits .......................................................................................................................................... 40 Withdrawal oflnterest Prior to Maturity ......................................................................................... 40 Renewal Policies .................................................................................................................................................. 40 Early Withdrawal Fee .............................................................. .40 ill. 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 ............................................................................................... 4 2 Stagecoach Deposit® -ATM Deposit Only Card Service .................................................. 42 Stagecoach Deposit ® -Post Verify Service ................................................................................. ..43 5 February 13, 2018 Item #6 Page 125 of 232 I. Terms Applicable to All Commercial Deposit Accounts Introduction In this Commercial Account Agreement ("Agreement"), "Company'' refers to the owner or accountholder of a Wells Fargo bank commercial deposit account ("Account"). "Bank" refers to the Wells Fargo bank at which Company's Account is maintained. This Agreement includes the following disclosures applicable to Bank's commercial deposit accounts and related services ( each, a "Service"), that Bank has separately provided to Company: (i) the schedule ofBank's fees and other account-related information (the "fee and information schedule"), (ii) the collection schedule, (iii) the funds availability policy, (iv) the privacy policy, (v) the rate sheets for interest- bearing accounts, each as modified by Bank from time to time, and (vi) any additional disclosures regarding Company's Account that Bank may provide to Company. Company is responsible for ensuring that each Authorized Signer is familiar with this Agreement. Unless Company has instructed Bank in writing to the contrary, Bank may consider communications about Company's Account from an Authorized Signer on Company's Account as communications from Cotnpany. Company agrees to notify Bank immediately in writing if any Authorized Signer's authority has been terminated. This Agreement replaces all prior agree1nents with Bank regarding Company's Account other than agreements regarding security interests in, or services utilizing the Account. By signing Bank's signature card for Company's Account or by using Company's Account or a Service, Company will be deemed to have agreed to this Agreement. Company should retain a copy of this Agreement ( and any information that Bank provides Company regarding changes to this Agreement) for as long as Company maintains its Account with Bank Defined Terms In this Agreement, certain words have a special meaning and are therefore defined. Certain terms and their definitions are found in this Section, and others are found in the text of this Agreement. Affiliate. An "Affiliate" is a bank that is, directly or indirectly, a wholly or substantially owned subsidiary of Wells Fargo & Company. Authorized Signer. An ''Authorized Signer" is a person who has Company's actual or apparent authority to transact business on Company's Account(s), whether or not such person has signed the signature card or other documentation for 6 February 13, 2018 Item #6 Page 126 of 232 Company's Account(s). Bank may continue to recognize an Authorized Signer's authority until Bank has received and had a reasonable time to act upon Company's written modification or revocation of it. 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 less Deposit Float. Commercial Deposit Account. A "Commercial Deposit Account" is any deposit account, other than one of Bank's business deposit accounts, that is not held or maintained primarily for personal, family or household purposes. Examples of commercial deposit accounts include an account owned by an individual acting as a sole proprietor, a partnership, a limited partnership, a limited liability partnership, a limited liability company, a corporation, a joint venture, a non-profit corporation, an employee benefit plan or a governmental unit including an fudian tribal entity. Deposit Float. "Deposit Float" is the total dollar amount of Items deposited in Company's Account for which, based on the collection schedule used by Bank or the applicable Affiliate for this type of account, Company's Account has not yet been credited for purposes of calculating the Collected Balance. Deposited Item. A "Deposited Item" is an Item (including a non-U.S. Item) that Bank cashes or collects for Company or accepts for deposit to Company's Account. Investable Balance. The "fuvestable Balance" is the Collected Balance in Company's Account less (i) the portion of such Collected Balance that Bank is required by law to hold in reserve at a Federal Reserve Bank and (ii) other adjustments. Item. An "Item" is an order, instruction, or authorization to withdraw or pay funds from Company's Account. Examples include checks and electronic transactions including Automated Clearing House (ACH) and wire transfers. 7 February 13, 2018 Item #6 Page 127 of 232 Ledger Balance. The "Ledger Balance" is the balance in Company's Account after all debits and credits for the Business Day are posted. Overdraft. An "Overdraft" is any event that results in a negative balance in Company's Account Paper Item. A "Paper Item" is an Item that is in paper form. Service. A "Service" is any service Bank provides to Company including without limitation any Treasury Management Service. Arbitration Agreement Agreement to Arbitrate. Except as stated in ''No Waiver of Self-Help or Provisional Remedies" below, Company and Bank agree, at Company's or Bank's request, to submit to binding arbitration all claims, disputes and controversies between or among Company and Bank ( and their respective employees, officers, directors, attorneys and other agents), whether in tort, contract or otherwise arising out of or relating in any way to Company's Account( s) and/or Service( s) and their negotiation, execution, administration, modification, substitution, formation, inducement, enforcement, default or termination ( each, a "Dispute"). Governing Rules. Any arbitration proceeding will (i) proceed in a location selected by the American Arbitration Association ("AAA") in the state whose laws govern Company's Account; (ii) be governed by the Federal Arbitration Act (Title 9 8 February 13, 2018 Item #6 Page 128 of 232 of the United States Code), notwithstanding any conflicting choice oflaw provision in any of the documents between Company and Bank; and (iii) be conducted by the AAA, or such other administrator as Company and Bank shall mutually agree upon, in accordance with the AA.A:.s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA's optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to, as applicable, as the "Rules"). If there is any inconsistency between the terms hereof and any such Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a lawful demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any Dispute. Nothing contained herein shall be deemed to be a waiver by Bank of the protections afforded to it under 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 of either party to (i) exercise self-help remedies including setoff or (ii) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of either party to submit any Dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in (i) and (ii) of this subsection. Arbitrator Qualifications and Powers. Any Dispute in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any Dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. Each arbitrator will be a neutral attorney licensed in the state whose laws govern Company's Account and who has a minimum often (10) years experience in the substantive law applicable to the subject matter of the Dispute to be arbitrated. The arbitrator(s) will determine whether or not an issue is arbitratable and will give effect to the statutes oflimitation in determining any claim. In any arbitration proceeding the arbitrator(s) will decide (by documents only or with a hearing at the discretion of the arbitrator(s)) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. 9 February 13, 2018 Item #6 Page 129 of 232 The arbitrator(s) shall resolve all Disputes in accordance with the substantive law of the state whose laws govern Company's Account and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator( s) shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as deemed necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the state rules of civil procedure for the state whose laws govern Company's Account or other applicable law. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief Discovery. In any arbitration proceeding discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the Dispute being arbitrated and must be completed no later than twenty (20) days before the hearing date and within 180 days ofthe filing of the Dispute with the AAA. Any requests for an extension of the discovery periods, or any discovery Disputes, will be subject to fmal determination by the arbitrator(s) upon a showing that the request for discovery is essential for the party's presentation and that no alternative means for obtaining information is available. Class Actions and Consolidations. Company and Bank agree that the resolution of any Dispute arising pursuant to the terms of this Agreement shall be resolved by a separate arbitration proceeding and shall not be consolidated with other Disputes or treated as a class. Neither Company nor Bank shall be entitled to join or consolidate Disputes by or against others in any arbitration, or to include in any arbitration any Dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity. Payment of Arbitration Costs and Fees. The arbitrator(s) shall award all costs and expenses of the arbitration proceeding. 10 February 13, 2018 Item #6 Page 130 of 232 Miscellaneous. To the maximum extent practicable, the AAA, the arbitrator(s), Company and Bank shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the Dispute with the AAA. The arbitrator(s), Company or Bank may not disclose the existence, content or results thereof, except for disclosures of information by Company or Bank required in the ordinary course of business, by applicable law or regulation, or to the extent necessary to exercise any judicial review rights set forth herein. If more than one agreement for arbitration by or between Company and Bank potentially applies to a Dispute, the arbitration agreement most directly related to Company's Account or the subject matter of the Dispute shall control. This arbitration agreement shall survive the closing of Company's Account or termination of any Service or the relationship between Company and Bank. Statements and Other Account-Related Information Mailing 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's Account and notices and other information regarding Company's Account or any Service (collectively, ''Account-Related Information") to the postal or electronic address reflected in Bank's records for Company's Account. Any statement or Account-Related Information will be deemed to have been sent to Company on the first Business Day following the date on it. A statement or other Account-Related Information that is held for Company to pick up will be deemed to be delivered to Company at the time that Bank makes it available for pick up. Company's Obligation to Review Statements and Other Account- Related Information and to Notify Bank of Errors. Company agrees to promptly and carefully examine each statement for Company's Account and any other Account-Related Information and any paid Items that are returned with (or described in) the statement and any other Account-Related Information and to promptly notify Bank of, and reimburse Bank for, any erroneous credit to Company's Account. Within thirty (30) days after Bank mails or otherwise makes the statement or other Account-Related Information available to Company, Company will notify Bank of any claim for credit or refund due, for example, to an erroneous or unauthorized debit, a missing signature, an unauthorized signature, or an alteration ( each, an ''unauthorized transaction"). Within six ( 6) months after Bank mails or otherwise makes the statement or other Account-Related Information available to Company, Company will notify Bank of any claim 11 February 13, 2018 Item #6 Page 131 of 232 for credit or refund resulting from a forged, unauthorized, or missing endorsement. Such notification is to be made by (i) calling the telephone number listed on the statement for Company's Account or in the other Account-Related Information for such purpose and (ii) submitting a written report to Bank as soon as possible, but, in any event, within the timeframes specified above. If Company fails to notify Bank within the timeframes specified above, the balance shown on the statement for Company's Account or other Account-Related Information will be conclusively presumed to be correct, and Company will be deemed to have released Bank from all liability for the Items charged to Company's Account and for all other transactions covered by the statement or other Account-Related Information. In addition, if Company fails to notify Bank of an unauthorized transaction on Company's Account within thirty (30) days after Bank mails or otherwise makes the statement for Company's Account or other Account- Related Information describing the unauthorized transaction available to Company, Bank will not be liable to Company for any unauthorized transactions on Company's Account by the same person that could have been prevented if Company had complied with Com_pany's obligations under this subsection. If Company notifies Bank of any claim for credit or refund later than required by this subsection, Bank may assert, at Company's request and on Company's behal~ any claim against a third party that Bank determines in Bank's sole discretion is permitted under the laws governing this Agreement or applicable rule. Returned, Unclaimed Statements or Other Account-Related Information. Unless otherwise prohibited by the laws governing this Agreement, (i) if two or more statements for Company's Account are returned, Bank may discontinue sending statements for Company's Account and other Account- Related Information to Company until Company provides a valid address to Bank; (ii) Bank may destroy statements for Company's Account and other Account-Related Information that are sent to Company and returned to Bank as undeliverable; and (iii) ifBanl< holds the statement for Company's Account or other Account-Related Information for Company to pick up and the statement remains unclaimed for sixty (60) days, Bank may send the statement to the address reflected in Bank's records for Company's Account or destroy it. Address Changes for Statements for Company's Account and Other Account-Related Information. Company may instruct Bank to change the address to which Banl< mails ( or the means by which Banl< otherwise makes available) statements for Company's Account and other Account-Related Information at any time. Bank may act on any such instruction purportedly made on Company's 12 February 13, 2018 Item #6 Page 132 of 232 behalf within a reasonable time after Bank receives such instruction. Unless Company instructs Bank otherwise, Bank may in its sole discretion change the address only for the Account(s) Company specifies or for all or some of Company's other Accounts with Banl<. Bank may change Company's address of record if Bank receives an address change notice from the U.S. Postal Service or if Bank receives information from a third party in the business of providing correct address information that the address in Bank's records no longer corresponds to Company's address. Notices and Other Mail. Any notice Company sends Bank will not be effective until Bank actually receives it and has a reasonable opportunity to act on it. If there is more than one Authorized Signer on Company's Account, Bank may send statements and other Account-Related Information to any one of them (unless Company has otherwise instructed Bank in writing). Company assumes the risk ofloss in the mail. Any notice Bank sends Company will be effective when 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 Company owes to Bank, Bank may from time to time make calls and/or send text messages to Company at any telephone number(s) associated with Company's Account, including wireless telephone numbers that could result in charges to Company. The manner in which these calls or text messages are made to Company may include without limitation prerecorded/artificial voice messages and/or an automatic telephone dialing system. In addition, in order for Bank to service the Account or to collect any amounts Company owes to Bank, Bank may send e-mails to Company at any e-mail address Company provides to Bank. Electronic Communications. If Company provides Bank with an electronic address to which Banl( may send electronic communications, Company agrees that Bank may send to Company by electronic communication any information that the laws governing this Agreement require be sent to Company in writing provided such electronic communication does not violate the laws governing this Agreement. "Electronic communication" means a message transmitted electronically in a format that allows visual text or images to be displayed on equipment such as a personal computer monitor. 13 February 13, 2018 Item #6 Page 133 of 232 Fraud Prevention Protection Against Unauthorized Items. Company acknowledges that there is a growing risk oflosses resulting from unauthorized Items. Bank offers Services that provide effective means for controlling 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 Reconciliation Plan Service); • ACH Fraud Filter; and • Payment Authorization Service. In addition, Bank may recommend Company use certain fraud prevention practices to reduce Company's exposure to online fraud. Each of these practices is an industry "best practice". An example of a best practice is dual custody, which requires a payment or user modification initiated by one user to be approved by a second user on a different computer or mobile device before it takes effect. Company will be treated as having assumed the risk of any loss that could have been prevented by its use of any fraud prevention Service or best practice Bank has recommended to Company, if Company: • Declines to enroll in the fraud prevention Service(s); • Enrolls in the fraud prevention Service but fails to use it in accordance with the Service Documentation applicable to it; or • Fails to adopt and follow a best practice. Lost or Stolen Paper Items; Unauthorized Items. If any of Company's unissued Paper Items has been lost or stolen, or if Company learns that unauthorized Items are being issued on Company's Account, Company agrees to notify Bank at once. To the extent that Company's failure to so notify Bank hampers Bank's ability to prevent loss, Bank will be relieved of any liability for such Items. Upon receipt of any such notice, Bank may at its sole discretion and without any liability to Company take one or more of the following actions: (i) close Company's Account and open a new account for Company; (ii) dishonor any Paper Item Company or an Authorized Signer has indicated may have been lost or stolen (unless Company or an Authorized Signer subsequently has "' instructed Bank to honor such an Item); or (iii) pay any Paper Item presented for payment on Company's Account, provided Company has 14 February 13, 2018 Item #6 Page 134 of 232 instructed Bank to pay such Paper Item and given Bank the number of that Paper Item. If Bank opens a new account for Company and Company has authorized a third party to automatically make regular deposits to or withdrawals from Company's Account (such as wire or ACH transfers), Bank shall have no liability to Company if Company does not receive any regularly scheduled deposit or if a regularly scheduled payment is not made for Company due to Company's failure to notify that third party in a timely fashion of the number of Company's new Account. Preventing Misuse of Company's Account. Company agrees to take reasonable steps to ensure the integrity of Company's internal procedures with respect to Company's Account and Items drawn on Company's Account or deposited to it. To help prevent embezzlement and protect Company's business assets, Bank recommends Company: • Assign responsibilities for Company's Account to multiple individuals. Those who reconcile statements for Company's Account should be different from those who issue Items drawn on Co!llpany's Account. • Reconcile statements for Company's Account as received and notify Bank immediately of any problem. • Contact Bank immediately if Company does not receive the statement for Company's Account when Company would normally expect to. • Watch for Paper Items cashed out of sequence or made out to cash. These are classic red flags for embezzlement. • Secure Company's supply of Paper Items at all times. Stolen Paper Items are a common method of embezzlement. • Periodically reassign accounting duties such as reconciling Company's Account or making a deposit. • Review transaction activity on Company's Account for unexpected fluctuations. For example, compare the percentage of cash deposits to total deposit size. Most businesses will maintain a constant average. A large fluctuation 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 Signer's authority ends so that his/her name can be removed from all signature cards and Online Banking access, and any Cards that Bank has issued to him/her can be cancelled. 15 February 13, 2018 Item #6 Page 135 of 232 • Do not sign blank Paper Items. • Obtain insurance coverage for these risks. Claim of Unauthorized Transactions; Bank's Rights and Liability Investigation by Bank; Company's Agreement to Cooperate. Bank sha'll investigate any transaction Company has reported to Bank as unauthorized (a "Claim ofUnauthorized Transaction"). Company agrees to (i) submit Cmnpany's Claim ofUnauthorized Transaction in writing to Bank by completing or obtaining a declaration under penalty of perjury describing Company's Claim of Unauthorized Transaction (in an affidavit form approved by Bank, if so requested); (ii) file a police report; (iii) complete and return to Bank any documents requested of Company; and (iv) in all respects cooperate fully at Company's expense with Bank in Bank's investigation of Company's Claim of Unauthorized Transaction. Standard of Care. Bank will meet its standard of care for Company's Account by exercising ordinary care in the transaction at issue. When Bank takes an Item for processing by automated means, "ordinary care" does not require Bank to examine the Item. In all other cases, "ordinary care" requires only that Bank follow standards that do not vary unreasonably from the general standards followed by similarly situated banks. Bank's policies and procedures are general internal guidelines for Bank's use and do not establish a higher standard of care for Bank than is otherwise established by the laws gove1ning this Agreement. A mere clerical error or an honest mistake will not be considered a failure of Bank to perform any of its obligations. If Bank waives any of its rights as to Company or Company's Account on one or more occasions, it will not be considered a waiver of Bank's rights on any other occasion. Limitation of Liability; Indemnification. Whether in connection with Company's Account or a Service, in no event will 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 based on contract or tort or whether the likelihood of such damages was known to either party. The foregoing limitation ofliability will not apply where expressly prohibited by the laws governing this Agreement. Bank will not have any liability to Company ifthere are insufficient available funds in Company'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 the extent that Bank fails to exercise ordinary care or breaches this Agreement, 16 February 13, 2018 Item #6 Page 136 of 232 Company agrees to indemnify and hold Bank and its directors, officers, employees and agents harmless from all claims, demands, losses, liabilities, judgments and expenses (including their attorneys' fees and legal expenses) arising out of or in any way connected with Bank's performance under this Agreement. Company agrees this indemnification will survive the closing of Company's Account and the termination of any Service. Adverse Claims. If any person or entity makes a claim against funds in Company's Account, or if Bank believes that a conflict exists between or among the Authorized Signers on Company's Account or that there is a dispute over matters such as the ownership of Company's Account or the authority to withdraw funds from Company's Account, Bank may, without any liability to Company, take one or more of the following actions: (i) continue to rely on Bank's records to determine the ownership of or the identity of the Authorized Signer(s) for Company's Account; (ii) honor the claim upon receipt of evidence satisfactory to Bank to justify such claim; (iii) freeze all or a part of the funds in 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 in Company'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, whether served in person, by mail or by electronic notification, at any location of Bank. "Legal process" includes a levy, garnishment or attachment, tax levy or withholding order, injunction, restraining order, subpoena, search warrant, government agency request for information, forfeiture, seizure or other legal process relating to Company's Account. Any such legal process is subject to Bank's security interest and right of setoff Bank will not notify Company of a grand jury subpoena affecting Company or Company's Account. "Freezing" Company's Account. As part of Bank's loss prevention program, when Bank suspects that irregular, unauthorized, or unlawful activities may be occurring in connection with Company's Account, Bank may "freeze" ( or place a hold on) the balance in Company's Account ( and in other Account(s) Company maintains with Bank) pending an investigation of such suspected activities. If Banlc freezes Company's Account, Bank will give any notice required by the laws governing this Agreement. Force Majeure. Neither party to this Agreement shall be deemed to be in default of any of 17 February 13, 2018 Item #6 Page 137 of 232 its obligations under this Agreement if its performance is delayed, hindered or becomes impossible because of any act of God or of any public enemy, hostilities, war ( declared or undeclared), guerilla or terrorist activities, act of sabotage, blockade, earthquake, flood, landslide, avalanche, tremor, ground movement, hurricane, storm, explosion, fire, labor disturbance, riot, insurrection, strike, sickness, accident, civil commotion, epidemic, act of government or its agencies or officers, power interruption or transmission failure or any cause beyond the control of either party. Company's Insurance Coverage. Many businesses carry special insurance for employee fraud/embezzlement. If Company does, Bank reserves the right to require Company to file a claim with its insurance company before making any claim against Bank. In such event, Bank will consider Company's claim only after Bank h3:S reviewed Company's insurance company's decision, and Bank's liability to Company, if any, will be reduced by the amount Company's insurance company pays Company. Substitute Checks A federal law, known as the "Check Clearing for the 21st Century Act" or "Check 21," took effect on October 28, 2004. This law provides for an instrument called a "substitute check." A substitute check contains an accurate copy of the front and back of the original draft and bears the legend: "This is a legal copy of your check. You can use it the same way you would use the original check." As noted in the legend, a substitute check is the same as the original draft for all purposes, including proving that Company made a payment. Any Paper Item Company issues or deposits that is returned to Company may be returned in the form of a substitute check. Even if Company has cancelled Items returned with the statements for Company's Account, Bank may in its sole discretion withhold substitute checks therefrom. Company agrees Company will not transfer a substitute check to Bank, by deposit or otherwise, if Bank would be the first financial institution to take the ' substitute 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 a deposit to Company's Account at any time, from any person or entity, made in any manner including without limitation a deposit based on an image of an Item. Bank may also refuse to accept all or any part of any deposit. Bank may use time and place of receipt, method of delivery, and status of set up to determine when Company's deposit is received. Banl( may require that Company deposit an Item made payable to Company to Company's Account, instead of permitting Company to cash the Item. Banl( is not 18 February 13, 2018 Item #6 Page 138 of 232 responsible for a deposit until a Bank employee has received and verified it. The receipt received at the time of deposit is not evidence a deposit has been verified. Bank may reverse or otherwise adjust any credit Bank believes it has erroneously made to Company's Account at any time without prior notice to Company. Collection Items. Bank may, in its sole discretion and with notice to Company, handle a Paper Item as a collection Item, instead of as a deposit. This means Bank sends the Item to the issuer's bank for payment and credits Company's Account for the Item when Bank receives payment for the Item. If the Item is returned unpaid, Bank will return the Item to Company. Endorsements. This subsection applies if an endorsement is necessary for the transfer or negotiation of an Item. Company authorizes Bank to supply Company's endorsement on any Item Bank takes for collection, payment or deposit to Company's Account. Company also authorizes Bank to collect any unendorsed Item that is made payable to Company without first supplying Company's endorsement, provided the Item was deposited to Company's Account. Bank may refuse to pay any Item or accept any Item for deposit or collection unless Bank is able to verify to its satisfaction that all of the necessary endorsements are present on the Item. For example, Bank may require that all endorsers be present at the time that an Item is presented to Bank for payment or accepted for deposit or collection. Material Appearing on the Back of Paper Items; Legends on Paper Items. Company is responsible for losses incurred by any person that cashes or accepts Company's Paper Items for deposit, if: (i) the loss is due to a delay in the return of the Item; and (ii) the delay is caused by material appearing on the back of the Item when it was issued or transferred by Company. This material may include, but is not limited to, carbon bands, blacked out areas, and printed or written text or numbers. Company is responsible for all losses, claims, damages or expenses that result from a restrictive legend or notation on Company's Paper Items. Breach of Warranties. If Company breaches any warranty Company makes under the laws governing this Agreement or rule with respect to any Item, Company shall not be released or otherwise discharged from any liability for such breach so long as Bank notifies Company of the breach within 120 days after Bank learns of the breach. IfBank fails to notify Company within this 120-day 19 February 13, 2018 Item #6 Page 139 of 232 period, Company shall be released from liability and discharged only to the extent Bank's failure to notify Company within such time period caused a loss to Company. When Deposits are Credited to Company's Account. All over-the-counter deposits or ATM deposits to Company's Account which are received before Bank's established cut-off time on any Business Day will be credited (and will be considered deposited) to Company's Account as of the close of business that day, and will be reflected in that day's Ledger Balance for Company's Account. All other deposits will be processed in accordance with the written agreements governing such deposits or, if there is no written agreement, banlcing practice. All deposits received after Bank's established cut-off time on a Business Day or at any time on a day which is not a Business Day will be credited ( and will be considered deposited) to Company's Account at the end of the next Business Day. Deposits placed in one of Bank's "night depositories" before the established deadline on any Business Day will be credited to Company's Account at the close of business on that same day. All other deposits placed in the "night depository" will be credited to Company's Account at the end of the next Business Day. Company's Use of Funds. Company's use of funds deposited to Company's Account will be governed by Bank's separately disclosed collection schedule and, if Company's Account is a checking account, funds availability policy. Bank's collection schedule describes when deposits ofltems that satisfy certain criteria will be considered collected. A fee may be charged in connection with any use of uncollected funds permitted by Bank. The then-current rate will appear on the statement for Company's Account. Bank's funds availability policy describes when funds deposited to Company's checking Account will be available to be used for all purposes. Bank may change its collection schedule and funds availability policy from time to time without prior notice to Company. Deposits at Affiliates. Company may make deposits to Company's Account(s) at an Affiliate, provided the Affiliate agrees. If Company makes a deposit to Company's Account at an Affiliate, that Affiliate's collection schedule and funds availability policy will determine when the funds deposited to Company's Account 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 in currency other than U.S. dollars or an Item that is not drawn on a financial 20 February 13, 2018 Item #6 Page 140 of 232 institution chartered in the United States (each, a "non-U.S. Item"). IfBank accepts a non-U.S. 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 of the non-U.S. Item. Company agrees Bank may use Bank's current buying and selling rate, as applicable, when processing a non-U.S. Item and may recover from Company's Account any loss Bank incurs as a result of processing such an Item for Company. Bank reserves the right to place longer holds on non-U.S. Items than the timeframes 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 default of another bank or person, or for the loss or destruction of a Deposited Item or of a notice of nonpayment relating thereto. If a Deposited Item is lost or misrouted during the collection process: (i) Bank shall have no responsibility to Company for the actions or inactions of any collecting bank; (ii) Bank may charge Company's Account for the amount of the Deposited Item ( and reverse any interest that may have accrued to Company's Account in connection with the Deposited Item); and (iii) Company agrees to cooperate with Bank in recreating the Deposited Item. Deposited Items Returned. Bank has the right to charge back to or otherwise debit any of Company's Account(s) for any Dep~sited Item that is returned (and to reverse or recover any associated interest that may have accrued), even if Company has made withdrawals against it. This right of charge back or debit is not affected by the expiration of any applicable midnight deadline, provided Bank does not have actual knowledge that such deadline has expired or, having such knowledge, (i) Bank concludes that the Deposited Item has been returned in accordance with the laws governing this Agreement or a rule (including a clearing house rule); or (ii) Bank has received a breach of warranty claim in connection with the Deposited Item. Bank has the right to pursue collection of such Deposited Item, even to the extent of allowing the payor bank to hold the Deposited Item beyond the midnight deadline in an attempt to recover payment. Bank may redeposit a returned Deposited Item and re-present it for payment by any means (including electronic means), unless Bank has received instructions from Company not to redeposit such Deposited Item. Bank will have no liability for taking or failing to take any action to recover payment of a returned Deposited Item. 21 February 13, 2018 Item #6 Page 141 of 232 If one of Company's Deposited Items is returned with a claim that there is a breach of warranty ( for example, that it bears a forged endorsement or is altered in any way), Bank may debit Company's Account for the amount of the Item (plus any associated fees) and pay the amount to the person or entity making the claim. Bank is under no duty to question the truth of the facts that are being asserted, to assess the timeliness of the claim, or to assert any defense. Bank need not give Company any prior notification of its actions with respect to the claim. Company agrees to immediately repay any Overdraft caused by the return of a Deposited Item. Direct Deposits Returned by Bank. I( in connection with a direct deposit plan funds are deposited to Company's Account and later returned to the originator, Bank may deduct the amount from that or any other Account Company maintains at Bank, without prior notice and at any time, except as prohibited by the laws governing this Agreement. Bank may also use any other legal remedy to recover the amount. Reconstructing Lost or Destroyed Deposited Items. If a Deposited Item is lost or destroyed during processing or collection ( either at Bank or at another point in the payments system), Company agrees to cooperate fully with Bank to reconstruct the Deposited Item by promptly: (i) providing Bank with a copy of the front and back of the Deposited Item from Company's or the issuer's records; (ii) asking the issuer to place a stop payment on it (at Bank's expense) and issue a replacement Item to Company (if the Deposited Item has not been paid); or (iii) reviewing Company's records and other information and conducting any additional research as may be reasonable to determine the issuer's identity (if Company does not know the identity of the issuer of the Deposited Item). If Company fails to cooperate with Bank, Bank may, at any time and without advance notice to Company, reverse or otherwise adjust any credit made to Company's Account 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 Account that is available to pay Items, Bank may reduce the available balance by the amount of any hold that Bank has placed on Company's Account under this Agreement. Additionally, Bank may place a hold on Company's Account if Bank receives an electronic notice that an Item will be presented for payment or collection against Company's Account (a "Notice of Presentment"). The hold may remain in effect from the time the Notice of Presentment is received until 22 February 13, 2018 Item #6 Page 142 of 232 the Item is presented or notice is received that the Item will not be presented, whichever first occurs. Bank may conclusively rely on the information it receives in an electronic presentment or notification when determining the available balance in Company's Account, and Bank will not have any liability for refusing to honor any of Company's Items because of insufficient funds, even if the electronic presentment or notification incorrectly describes the Item, including its amount. Bank may debit Company's Account on the day an Item is presented by any means, including without limitation electronically, or at an earlier time based on notification received by Bank that an Item drawn on Company's Account will be presented for payment or collection. A determination of the balance in Company's Account for purposes of making a decision to dishonor an Item for insufficiency or unavailability of funds may be made at any time between the presentment of the Item (or earlier upon receipt of any Notice of Presentment) and the time of return of the Item. No more than one such determination need be made. Order of Posting; Categories of Items Bank posts transactions during its nightly processing each Business Day. Generally, Bank first posts deposits or incoming transfers received before the deposit cutoff time that day. Bank then posts withdrawals ( such as A1M, debit card or check transactions) that have been received for payment from Company's Account. Bank pays some categories ( or types) of transactions, such as debit card transactions, before other types of transactions, such as checks. The order in which Bank posts Items to Company's Account will depend upon a number of factors. For example, in connection with the process of posting Items, Bank has the right to (i) establish different categories of Items, (ii) establish a posting order for each category ofitem(s), and (iii) establish different posting orders for Items within each category. Except to the extent limited by federal regulatory and judicial authorities, Bank has the right to change any of the factors described in (i), (ii) and (iii) above at any time without notice to Company. Establishing categories of Items. Bank groups Items into categories it establishes. For example, Bank may group debit card transactions into one category, and group checks into another category. Bank may include more than one type of Item in a single category. Establishing a posting order for each category of Items. Bank pays some categories ( or types) of transactions, such as debit card transactions, before other types of transactions, such as checks. Establishing a posting order of Items within a single category. If there are multiple transactions within a category, the order in which the transactions are posted will vary depending on the type of transaction. 23 February 13, 2018 Item #6 Page 143 of 232 For example, Bank will pay the most common types of transactions in the following order: • ATM, debit card, account transfers, teller cashed checks and teller cash withdrawals -transactions will be sorted by the date the transaction was conducted. For a debit card transaction, if a merchant does not seek pre-authorization from the Bank at the time of the transaction, Bank will use the date the transaction is received for payment from Company's account. If there are multiple transactions on a date, those transactions will be sorted by time (where that information is available to Bank's posting systems); the remaining transactions on that date will be sorted and paid from lowest to highest dollar amount. • Checks and automatic payments (also known as ACH). If there are multiple transactions, the transactions will be sorted and paid from highest to lowest dollar amount. Relation between posting order and overdrafts/returned items On any given Business Day, if Bank receives more than one Item for payment and determines there are sufficient funds to pay one or more but not all of the Items, then the number of Items paid and the overdraft and returned Item fees assessed could be affected by the order that Bank chooses to post those Items. For example, if Bank posts Items in the order of highest to lowest dollar amount, the total number of overdraft and returned Item fees Company is charged could be larger than if Bank were to post the Items in a different order. Paper Items Presented Over-the-Counter for Payment by a Non-Customer. Ifa Paper Item drawn against Company's Account is presented over-the- counter for payment by a person who does not have a deposit account at Bank, Bank may charge a fee to the person presenting the Paper Item as a condition for payment of the Paper Item. Company should contact its banker if Company has questions or if Company is required for any reason to have a place where Company's Paper Items can be cashed without a fee. The amount of the fee is disclosed in the fee and information schedule. Bank 24 February 13, 2018 Item #6 Page 144 of 232 may require identification acceptable to Bank and not prohibited by the laws governing this Agreement, including a fingerprint of the person presenting the Paper Item. Bank may dishonor the Paper Item if the person refuses to pay this fee or provide the identification Bank requests. Large Cash Withdrawals. If Company wants to cash a check ( or make a cash withdrawal from Company'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 adequate security when Company picks up the cash and may also require Company to 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. If an Affiliate cashes an Item for Company, Bank may place a hold on Company's Account(s) for a corresponding amount of funds. If the Item is later returned to the Affiliate for any reason, Bank may debit one or more of Company's Accounts for the amount of the Item. Items Resulting From Company's Disclosure of Company's Account Number. If Company voluntarily discloses Company's Account number to another person orally, electronically, in writing or by some other means, and Bank determines that the context of such disclosure implies Company's authorization to debit Company's Account, Bank may treat such disclosure as Company's authorization to that person to issue Items drawn on Company's Account. Missing Signatures; Alterations; Forgeries. Bank will have no responsibility for reviewing the number or combination of signatures on an Item drawn on Company's Account. This means that if Company has indicated that more than one signature is required in connection with an Item drawn on Company's Account, Bank will have no liability to Company if a transaction is conducted on or through Company's Account contrary to the signature requirements Company has specified, provided at least one of the required signatures appears on the Item. Bank will have no liability to Company for failing to detect a forgery of the signature of an Authorized Signer or an alteration of one of Company's Items, if the forgery or alteration is such that a reasonable person could not reasonably be expected to detect it. 25 February 13, 2018 Item #6 Page 145 of 232 Dates and Special Instructions on Paper Items. Bank may, without inquiry or liability, pay one of Company's Paper Items even though: (i) special instructions written on the Paper Item indicate that Bank 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 date that is more than six (6) months in the past), even ifBank has knowledge of the date on the Paper Item; (iii) the Paper Item is post-dated (e.g, it bears a date in the future), unless an Authorized Signer has given Bank a notice of post-dating; or (iv) the Paper Item is not dated. In addition, Bank may pay in U.S. dollars the amount that has been MICR-encoded on Company's Paper Item, even though Company has purportedly drawn the Paper Item in a foreign currency. Facsimile or Mechanical Signatures. If Company has elected to use a facsimile, other mechanical signature (including a stamp) to sign or endorse Paper Items or a Company logo or other mark in lieu of a signature, Bank may rely on that signature ( or any signature that purports to be the facsimile, other mechanical signature of an Authorized Signer) or the Company logo or other mark as Company's authorized signature without regard to when or by whom or by what means or in what ink color such signature, Company logo or other mark may have been made or affixed to a Paper Item deposited to, drawn on or otherwise debited to Company's Account. Consumer ACH Debit Entries. Under the ACH Operating Rules, certain types of ACH entries may only be presented on a consumer account. These entries ( each, a "Consumer ACH Debit Entry") include without limitation Point of Purchase ("POP"), account receivable ("ARC"), destroyed check ("XCK") and returned check ("RCK") entries. Bank shall have no obligation to pay, and no liability for paying any Consumer ACH Debit Entry on Company's Account. Stop Payment Orders; Notices of Post-Dating General. "Stop payment order" refers to both an order to Bank not to pay a Paper Item and to a notice of post-dating. To be effective, a stop payment order must be received in a time and manner that gives Bank a reasonable opportunity to act on it before paying accepting, certifying, cashing or otherwise becoming obligated to pay Company's Paper Item as provided in the Uniform Commercial Code. Each stop payment order is subject to Bank's verification that the Paper Item described in the order has not been 26 February 13, 2018 Item #6 Page 146 of 232 paid. This verification may occur subsequent to the time Bank accepts the stop payment order. Content of Stop Payment Order. Bank requires the exact (i) name of the payee, (ii) number of Company's Account on which Paper Item is drawn, (iii) Paper Item amount and (iv) the Paper Item number or a range of Paper Item numbers. Bank may, at its sole discretion, use only a portion of the required information in order to identify a Paper Item. Failure to provide correct and complete information may make it impossible for Bank to stop payment of a Paper Item. Company agrees to indemnify and hold Bank harmless from and against any loss incurred by Bank as a result ofBank's paying a Paper Item if any of the information relied upon in the stop payment order is incorrect or incomplete ( or as a result of Bank's not paying a Paper Item for which a valid stop payment order 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-RENEWAL Service, Company must renew a stop payment order if Company does not want the stop payment order to expire after six ( 6) months. Each renewal is treated as a new stop payment order. For accounts with Bank's STOP AUTO-RENEW AL Service, a stop payment order is subject to annual renewals for up to six ( 6) twelve-month periods, unless Company has otherwise notified Bank in writing. Bank may pay a Paper Item after a stop payment 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 received in a time and manner that gives Bank a reasonable opportunity to act on it. Liability to Holder in Due Course. Notwithstanding Bank's timely return of any Paper Item due to a valid stop payment order, Company may still be liable under the laws governing this Agreement for the amount of that Item. Paper Items Paid Over Valid Stop Payment Orders. If Bank pays a Paper Item over a valid stop payment order, Bank may require Company to provide Bank with an affidavit describing in detail Company's dispute with the payee. If Bank credits Company's Account after paying a post-dated Paper Item over a valid and timely notice of post-dating Bank may charge Company's Account for the amount of the Paper Item as of the date of the Paper Item. 27 February 13, 2018 Item #6 Page 147 of 232 Overdrafts; Security Interest; Bank's Right to Setoff Overdrafts and Insufficient Funds. Bank may, at its option, pay or refuse to pay any Item if it would create an Overdraft on Company's Account, without regard to whether Bank may have previously established a pattern of honoring or dishonoring such an Item. Bank may take either of the following actions if Bank receives an Ite1n drawn on Company's Account and there are insufficient available funds in Company'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 if the Item would create an Overdraft on Company's Account. Company agrees to pay Bank's fee that may vary depending on the action Bank takes. Any Overdraft on Company's Account is immediately due and payable, unless Bank agrees otherwise in writing. Company agrees to reimburse Bank for the attorneys' fees and other costs and expenses Bank incurs in recovering the Overdraft (including Overdraft and associated fees). On a Business Day when Bank determines that there are sufficient funds in Company's Account to pay one or more but not all of the Items presented for payment on Company's Account, the order in which Bank posts such Items may affect the number of Items paid and the Overdraft and returned Item fees assessed. When Bank posts Items in the order of highest to lowest dollar amount, the Overdraft and returned Item fees may be more than these fees would be if Bank were to post the Items in the order oflowest to highest dollar amount. Security Interest; Bank's Right to Setoff. To secure Company's performance of this Agreement, Company grants Bank a lien on and security interest in Company's Account and Company's accounts with any Affiliate. In addition, Company acknowledges Bank may setoff against any Account(s) (including matured and unmatured time Account(s)) for any obligation Company owes Bank at any time and for any reason as allowed by the laws governing this Agreement. These obligations include both secured and unsecured debts and debts Company owes individually or together with another person. Bank may consider this Agreement as Company's consent to Bank's asserting its security interest or exercising its right of setoff should the laws governing this Agreement require Company's consent. If Company's Account is an unmatured time account, Bank may deduct any early withdrawal fee that may be due as a result of Bank having exercised its right of setoff If Company has a Sweep 28 February 13, 2018 Item #6 Page 148 of 232 Account, Company also authorizes Bank to redeem Company's shares in the Designated Money Market Fund and apply the proceeds to any obligation Company owes Bank. The rights described in this subsection are in addition to and apart from any other rights, including any rights granted under any security interest that Company may have granted to Bank. Bank Fees and Expenses General. Company agrees to pay Bank in accordance with the fee and information schedule. Company also agrees to pay an amount equal to any applicable taxes, however designated, exclusive of taxes based on the net income of Bank. Payment of Bank Fees and Expenses; Finance Charges. Bank may either directly debit Company's Account or invoice Company for Bank fees and expenses and taxes incurred in connection with Company's Account and any Service. If an Earnings Allowance accrues on Company's Account, Bank will periodically apply Company's accrued Earnings Allowance to Bank fees and expenses (unless Bank otherwise indicates in writing). Bank may debit Company's Account ( or any other Account Company maintains at Bank) or invoice Company for any amount by which the fees and expenses exceed the accrued Earnings Allowance on Company's Account. Bank may also debit Company's Account ( and any other account Company maintains at Bank) for attorneys' fees and any other fees and expenses Bank incurs in exercising its rights under this Agreement including Bank's rights in connection with Overdrafts, Adverse Claims, Legal Process and "Freezing" Company's Account. If there are insufficient funds in Company's Account to cover the debit, Bank may overdraw Company's Account. Company agrees to promptly pay any invoiced amount. Bank may assess finance charges on any invoiced amounts that are not paid within forty-five (45) days of the date of invoice. Finance charges are assessed at a rate of 1.5% per month (18% per annum) or the highest amount permitted by the laws governing this Agreement, whichever is less. Charges for accrued and unpaid interest and previously assessed finance charges will not be included when calculating finance charges. Payments and other reductions of amounts owed will be applied first to that portion of outstanding fees attributable to charges for accrued and unpaid interest and previously assessed finance charges, then to other fees and expenses. Debiting of service fees occurs on the day of each calendar month Bank separately discloses to Company, or if the disclosed day is not a Business Day, on the next succeeding Business Day. 29 February 13, 2018 Item #6 Page 149 of 232 Earnings Allowance. Each month, the average monthly Investable Balance in a commercial demand deposit account may earn an "Earnings Allowance" which, depending on the arrangement with Bank, may be applied against that month's fees for the account. An Earnings Allowance in excess of the total monthly fees cannot be credited to the account as interest and may not be carried forward to the following month. Earnings Allowances are calculated on a 365/366-day year basis using an "Earnings Allowance Rate," which is a variable 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 to Company. If the account is an interest-bearing account, the account is not eligible to earn an Earnings Allowance. Recoupment Fee. The FDIC charges each insured bank a fee to cover its share of the cost of providing deposit insurance to depositors. The FDIC does not charge a bank's depositors for deposit insurance or require banks to pass the cost of deposit insurance on to their depositors. The FDIC does, however, permit a bank to recoup the cost of deposit insurance from its depositors, so long as the fee the bank charges its depositors does not reveal information that could be used to determine the bank's confidential supervisory ratings or mislead depositors by implying the FDIC is charging the fee. Bank assesses this Recoupment Fee to partially recover insurance premiums it pays to the FDIC for deposit insurance. The amount of the Recoupment Fee appears on the periodic statement or client analysis statement for Company's account and is based on the monthly average ledger balance Company maintains in its account. The Recoupment Fee is subject to change by Bank at any time without notice. For questions about the Recoupment Fee, Company may contact its relationship manager at Bank. Bank's Use of Funds. Bank may benefit from having the use of funds in customers' non-interest bearing accounts. Bank may use these funds to reduce its borrowing from other sources such as the Fed Funds market or invest them in short-term investments such as its Federal Reserve Account. This benefit may be referred to as "spread". It is not possible to quantify the benefit to Bank that may be attributable to a particular customer's funds because funds from all customers' non-interest bearing accounts are aggregated both for purposes of reducing Bank's borrowing costs and for investment and because Bank's use of funds may vary depending on a number of factors including interest rates, Federal Funds rates, credit risks and Bank's anticipated funding needs. Bank's use of funds as described in this paragraph has no effect or impact on Company's use of and access to funds in Company's account. 30 February 13, 2018 Item #6 Page 150 of 232 Checking Subaccounts For each checking account, Bank may establish on Company's behalf a master account and two subaccounts. All information that is made available to Company about Company's Account will be at the master account level. The subaccounts are comprised of a savings account and a transaction account. On the first day of each month, Bank will allocate funds between the two subaccounts as it deems appropriate. Items received by Bank that are drawn against Company's master account will be presented for payment against the transaction subaccount. Funds will be transferred from the savings subaccount to cover Items presented against the transaction subaccount as may be needed. On the sixth ( 6th) transfer from the savings subaccount during a statement period all of the funds on deposit in the savings subaccount will be transferred to the transaction subaccount. If C01npany's Account earns interest, the use of subaccounts will not affect the interest 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 generally applicable industry standards for Paper Items and to include on Company's Paper Items Bank's name and address as directed by Bank. Certain features (such as security features) of an originally issued Item or a Deposited Item may impair the image quality of a substitute check, purported substitute check or electronic Item created by Bank or any third party. Bank will not be liable for any claims, demands, judgments or expenses paid, suffered or incurred by Company, and Company will indemnify Bank from and hold Bank harmless against any claims, demands, judgments or expenses paid, suffered or incurred by Bank, arising directly or indirectly as a result of or in connection with (i) the untimely return of any Paper Item Company has issued as a result of, and any presentment-related problem resulting from, the failure of the Paper Item to conform in any respect to Bank's Paper Item ( specifications, including without limitation, failure to include Bank's full name and address on the Paper Item, and (ii) any claim based on the image quality of a 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 sole discretion, close Company's Account at any time. If Bank closes Company's Account, Bank may send the Collected Balance on deposit in Company's 31 February 13, 2018 Item #6 Page 151 of 232 Account by ordinary mail to Company's most recent address shown on Bank's account records. Whether Company or Bank closes Company's Account, Company agrees to maintain on deposit in Company's Account sufficient funds (determined in Bank's sole discretion) to cover outstanding Items to be paid from Company's Account, charge-backs including without limitation returned Deposited Items and Bank's fees and expenses. This Agreement shall continue to govern Con1pany's Account until Bank makes a final disbursement from it. In addition, Bank will not be liable for any loss or damage that may result from dishonoring any of Company's Items that are presented or otherwise received after Company's Account is closed. If Company's Account is an interest bearing account, the Account will cease earning interest from the date Company requests it be closed. If the Account balance does not reach zero within three (3) months from the date of Company's request, Bank may close the Account and send Company the balance as described above or return the Account to active status. Contract Language. English is the controlling language of the relationship between Company and Bank Bank may translate its agreements, forms, disclosures and advertisements into another language for Company's convenience. However, ifthere is a discrepancy between Bank's English language materials and the materials in another language, the English language version is controlling unless (i) Bank otherwise agrees with Company in writing; or (ii) the laws governing this Agreement specifically provide for a different result. Credit Reports. Company authorizes Bank to make any inquiries that Bank considers appropriate to determine if Bank should open and maintain an Account for Company. This may include ordering a credit (or other) report (e.g, information from any motor vehicle department or other state agency) on Company. 32 February 13, 2018 Item #6 Page 152 of 232 Dormant and Unclaimed Accounts. Company's Account is dormant i~ for one year for a checking account or three years for a Commercial savings or time account, there is no customer initiated activity ( except where the laws governing this Agreement require otherwise). If Company's Account is dormant, Bank may hold all statements on Company's Account, but Bank's normal maintenance and other fees will continue to be assessed except where prohibited and ATM and Point-of-Sale ("POS") access may be blocked. If Company's Account remains dormant and is unclaimed by Company for the period required under the laws governing this Agreement, Bank is required by those laws to "escheat" the funds; that is, to deliver the funds in Company's Account to the state whose laws govern Company's Account. Bank may charge a fee to Company's Account for mailing an escheat notice. When the funds in Company's Account are delivered to the state, Company's Account is closed, and no interest accrues. To recover funds delivered to the state, Company must file a claim with the state. Entire Agreement; Headings; No Third Party Beneficiary. This Agreement constitutes the entire agreement between Company and Bank regarding the subjects addressed in it and supersedes prior oral or written representations, conditions, warranties, understandings, proposals or agreements regarding Company's Account. Headings do not constitute a part of this Agreement. No person or entity will be deemed to be a third party beneficiary under this Agreement. Laws Governing this Agreement. The laws governing this Agreement include the laws and regulations of the United States and, to the extent applicable, the laws of the state in which the Bank office that maintains Company's Account is located (unless Bank has notified Company in writing that the laws of another state shall govern Company's Account), without regard to conflicts of laws principles. If Company's Account was not opened in person at a Bank office (for example, if Company opened its Account by phone, through the mail or over the Internet), this Agreement will be governed by the laws of the state in which 33 February 13, 2018 Item #6 Page 153 of 232 Bank's main office is located, unless Bank notifies Company that its Account has been assigned to a particular Bank office, in which event the laws of the state in which that office is located will govern this Agreement. Any lawsuits, claims or other proceedings relating in any way to Company's Account, any Service or this Agreement, including without limitation, the enforcement of the Arbitration Agreement in this Agreement and the entry of judgment on any arbitration award shall be venued exclusively in the courts of the state whose laws govern this Agreement, without regard to conflict oflaws principles. Each provision of this Agreement stands alone. Any provision of this Agreement which is inconsistent with the laws governing this Agreement, either in its entirety or with respect to a particular type of transaction or Item, will be deemed modified and applied in a manner consistent with the laws governing this Agreement. Any provision of this Agreement which a court of competent jurisdiction determines to be unenforceable or invalid, either in its entirety or with respect to a particular type of transaction or Item, will not affect the enforceability or validity of the remaining provisions of this Agreement. Notwithstanding the preceding paragraph, any funds transfer that is a "remittance transfer" as defined in Regulation E, Subpart B, as amended from time to time, will be governed by the laws of the state ofNew York, including New York's version of Article 4A of the Uniform Commercial Code, without regard to its conflict oflaws principles. Minimum Balance Requirements; Other Restrictions. Banl< may impose minimum balance requirements or other applicable limitations, or restrictions on Company's Account, provided such requirements, limitations or restrictions are disclosed to Company. Modification of Agreement; Account Conversion. Banl< may in its sole discretion from time to time change this Agreement by adding new provisions or by modifying or deleting existing provisions. Each such addition, modification or deletion is referred to in this Agreement as a "modification." When applicable law requires Bank to notify Company of a modification, Bank may do so by posting notice of the modification in Banl< or at Bank's home page (www.wellsfargo.com), by including a message on or with the statement for Company's Account, or by any other means that Bank considers appropriate, unless the laws governing this Agreement requires notice by a specific means. In addition, Bank may agree in writing to waive a provision of this Agreement including without limitation a fee (a ''waiver"). Banl< may, upon prior written notice to Company, revoke any waiver. Company's continued use of Company's Account or a related Service following the effective date of any modification or revocation of any waiver 34 February 13, 2018 Item #6 Page 154 of 232 will show Company's consent to that modification or revocation of waiver. Bank may convert Company's Account to another type of account 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 telephone conversations, electronic messages, electronic records and other data transmissions between Company and Bank at any time without further notice to Company, unless further notice is otherwise required by the laws governing this Agreement. No Fiduciary Relationship. Bank's relationship with Company concerning Company's Account is that of debtor and creditor; no fiduciary, quasi-fiduciary or special relationship exists between Company and Bank. Reliance on Bank Records. Bank may rely solely on its records to determine the form of ownership of and the Authorized Signers on Company's Account. Reordering Checks. Company can reorder checks by mailing the reorder form enclosed in Company's current order of checks or by calling Bank at the telephone number shown on the statement for Company's Account. If Company or a third party prints its checks, Bank shall have no liability to Company if Bank is unable to process such checks by automated means. Restricted transactions. Company acknowledges and agrees that "restricted transactions," as defined in the Unlawful Internet Gambling Enforcement Act of2006 and Regulation GG issued thereunder, are prohibited from being processed through Company's Account or any relationship between Company and Bank. In the event Bank identifies a suspected restricted transaction, Bank may 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 manner transferred, whether in whole or in part, without Bank's written agreement. 35 February 13, 2018 Item #6 Page 155 of 232 II. Additional Terms Applicable to All Commercial Interest-Bearing, Savings and Time Accounts Interest-Bearing Accounts Variable/Fixed-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's Account will be a variable-rate account. That means Bank may in its sole discretion change the interest rate on Company's Account at any time. If Company'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 to calculate interest. The average daily balance method applies a periodic rate to the average daily collected balance for the period. The average daily balance is calculated by adding principal for each day and dividing by the number of days in the period. The daily balance method applies a daily periodic rate to principal each day. Unless Bank has specified otherwise in writing it will use the daily balance method to calculate interest. If Company's Account is a tiered-rate account, Bank may pay the same interest rate on more than one tier. Interest Accrual. If Company deposits a non-cash Item, such as a check, interest begins to accrue no later than the Business Day Bank receives credit for the deposit of that Item. This may not be the same day that Company deposits the non- cash 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 will notify Company separately as to the frequency with which interest will be credited to Company's Account. Target Balance Accounts. If Company maintains multiple accounts at Bank, Company may, with Bank's consent, designate in writing one such account as its "Principal Account" and one or more additional accounts as "Target Balance Accounts." For each Target Balance Account, Company will separately specify to Bank in writing the Ledger Balance or Collected Balance which Company wishes 36 February 13, 2018 Item #6 Page 156 of 232 to maintain in such account (the "Target Balance"). At the end of each Business Day, Bank will detennine the applicable balance on deposit in each Target Balance Account. If the applicable balance in a Target Balance Account exceeds its Target Balance, Bank will transfer from the Target Balance Account to the Principal Account such funds as are necessary to bring the applicable balance to the Target Balance. If the applicable balance is less than the Target Balance, Bank will transfer from the Principal Account to the Target Balance Account such funds as are necessary to bring the applicable balance to the Target Balance. Bank may, but will not be required to, transfer funds if the transfer would create an Overdraft or exceed the Collected Balance then on deposit in the Principal Account. Interest Adjustments. An interest adjustment may be reflected on the statement for Company's Account 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 on accounts that earn interest or dividends, Company must submit Internal Revenue Service ("IRS") Form W-9 or the appropriate Form W-8 and supporting information and/or documentation to Bank. U.S. citizens or other U.S. persons, including resident alien individuals, must provide a Form W-9. If Company is a non-resident alien as defined by the IRS, Company must provide the appropriate Form W-8. Additional documentation may be required if Company is a foreign partnership, foreign government, or is claiming an exemption based on Effectively Connected Income. Until Bank has received the completed and signed Form(s) W-9 or W-8, or any other required forms, Bank will pay interest and comply with the backup withholding requirements of the IRS. If, at any time, Bank receives information that someone other than Company is using the same TIN that Company certified as its TIN on Form W-9, and Bank is not able to determine to its own satisfaction that the TIN has been assigned to Company, Bank may at its option and without notice (i) stop paying interest on Company's Account, (ii) continue paying interest but comply with the backup withholding requirements of the IRS and/or, (iii) take any other action which Bank believes is reasonable in the circumstances. If Company is an individual who owns its Account as a sole proprietor, upon that individual's death, Bank must be provided with the individual's estate's or successor's TIN or Bank may either refuse to pay interest earned on Company's Account since the date of the individual's death or withhold a portion of the interest that has been earned on Company's Account since the date of the individual's death. 37 February 13, 2018 Item #6 Page 157 of 232 Commercial Savings Accounts Bank's Right to Require Notice. Bank has the right to require seven (7) days' written notice before Company withdraws 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 of withdrawals and transfers from a Federal savings or money market account to a combined total of six ( 6) per monthly statement period (exceptions to the statement period may apply): Limited by Regulation D:- • Transfers by phone using Bank's automated banking service or speaking with a banker on the phone • Transfers or payments through online, mobile, and text banking (including bill pay) • Transfers to a checking account for overdraft protection coverage • Preauthorized transfers and withdrawals (including recurring and one time) • Payments to third parties such as checks, drafts, or similar transactions ( counted when they are posted to the account and not when they are written) • Debit or ATM card purchases that post to the savings or money market 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 or transfers made in person at an ATM or a Wells Fargo banking location or on any types of deposits. An excess activity fee is assessed for transactions exceeding the limits stated above. If the limit is exceeded on more than an occasional basis, Bank may be required to close or convert the savings or money market account to a checking account, which would discontinue any overdraft protection it might be providing to another account, or close the account. If the withdrawal and 38 February 13, 2018 Item #6 Page 158 of 232 transfer limit is reached, Bank may decline transfers and withdrawals for the remainder of the monthly statement period ( exceptions to the statement period may apply) to help Company avoid a fee and account conversion or closure. The Excess Activity Fee for Savings and Money Market Accounts is $10 per excess transaction. Commercial Time Accounts General. Commercial Time ("time") Accounts include deposits which are payable, either on a specified date or at the expiration of a specified time, no less than seven (7) calendar days after the date of deposit. Bank may refer to a time account as a "certificate of deposit" or a "CD," even though the time account is not represented by a certificate. Certificated Time Accounts. If Company receives a certificate evidencing Company's time Account, Bank may require Company to present the certificate and any amendments to receive payment or transfer ownership. Maturity Date. Company's time Account will mature at the end of the term stated on Company's receipt, disclosure or certificate, as applicable. Time Requirements. Company agrees to keep Company's funds on deposit until the maturity date. Company may make withdrawals from Company's time Account on the maturity date or within the grace period after that date. Bank will not agree in advance to allow withdrawal before maturity. Payment of Interest. If Company has elected a payment of interest other than a credit to Company's time Account, Bank may in its sole discretion terminate it in favor of crediting Company's time Account. Ordinarily, such discretion will be exercised when an interest payment mailed to Company's Account address has been returned undelivered or when an Account to which Company's interest payments were automatically credited has been closed, or if the interest payment amount is less than any minimum amount disclosed in the fee and information schedule. 39 February 13, 2018 Item #6 Page 159 of 232 Additional Deposits. Other than during the grace period, Company may not make additional deposits to Company's time Account, unless Bank otherwise agrees in writing. Withdrawal of Interest Prior to Maturity. A withdrawal of interest prior to maturity will reduce earnings. Renewal Policies. If Company's time Account is automatically renewable, at maturity it will renew (i) for a like term; and (ii) at Bank's interest rate in effect on the maturity date for a new time deposit of the same term and amount, unless Bank has notified Company that it will not renew Company's Account. Company may withdraw Company's funds anytime during the grace pe1iod without a fee. If Company does, Bank will not pay interest for that period on the funds withdrawn. If Company's time Account is not automatically renewable and Company does not withdraw the funds on the maturity date, the funds will no longer earn interest after the maturity date and will be placed in a non-interest-bearing checking Account. Early withdrawal fee. If Company withdraws funds from its time Account before the maturity date, an early withdrawal fee will be assessed: • For terms less than three months (or less than 90 days), the fee is one month's interest • For terms three months (or 90 days) through 12 months (or 365 days), the fee is three months' interest • For terms over 12 months through 24 months, the fee is six months' interest • For terms over 24 months, the fee is 12 months' interest • Minimum fee is $100 The early withdrawal fee is based on the principal amount withdrawn, at the interest rate on Company's time account at the time of withdrawal. For purposes of determining the amount of the early withdrawal fee, one month's interest is equal to one year's interest, at the interest rate in effect at the time of withdrawal, divided by 12. The amount of the early withdrawal fee is deducted from earned interest. If the fee is greater than the earned interest, the difference is deducted from the principal. In no event will the early 40 February 13, 2018 Item #6 Page 160 of 232 withdrawal fee for a withdrawal during the first six days after the date of deposit be less than seven days' simple interest.\ ill. Funds Transfers General. Funds transfers to or from Company's Account will be governed by the rules of any funds transfer system through which the transfers are made, as amended from time to time, including without limitation, the National Automated Clearing House Association and any regional association ( each, an "ACH") and Clearing House Interbank Payments System ("CHIPS"). The following terms are in addition to, and not in place of, any other agreements between Company and Bank regarding funds transfers. Notice of Receipt of Funds. Unless Bank has otherwise agreed in writing it will notify Company of funds electronically debited or credited to Company's Account through the statement for Company's Account covering the period in which the transaction occurred. Bank is under no obligation to provide Company with any additional notice or receipt. Reliance on Identification Numbers. If a transfer instruction describes the person to receive payment inconsistently by name and account number, payment may be made on the basis of the account number even if the account number identifies a person different from the named person. If a transfer instruction describes a participating financial institution inconsistently by name and identification number the identification number may be relied upon as the proper identification of the financial institution. Duty to Report Unauthorized and Erroneous Fund Transfers. Company agrees to exercise ordinary care to determine whether a fund transfer to or from Company's Account was either erroneous or not authorized and will notify Bank of the facts within a reasonable time not exceeding fourteen (14) days after Bank sends or makes available to Company the statement for Company's Account on which the transfer appears or Company otherwise has notice of the transfer, whichever is earlier. Company will be precluded from asserting that Bank is not entitled to retain payment unless Company objects to payment within the fourteen (14) day period. 41 February 13, 2018 Item #6 Page 161 of 232 Erroneous Payment Orders. Bank has no obligation to detect errors in payment orders (for example, an erroneous instruction to pay a beneficiary not intended by Company or to pay an amount greater than the amount intended by Company, or an erroneous transmission of a duplicate payment order previously sent by Company). Should Bank detect an error on one or more occasions, it shall not be construed as obligating Bank to detect errors in any future payment order. Automated Clearing House (ACH) Transactions. The following terms apply to payments to or from Company's Account that are transmitted through an ACH: • Company's rights as to payments to or from Company's Account will be governed by the laws that govern Company's Account. • Credit given by a receiving bank to its customer for a payment from Company's Account is provisional until final settlement has been made or until payment is considered received under the laws that govern Company's Account. • If final settlement or payment is not made or received, the receiving bank will be entitled to a refund from its customer and Company, as the originator of the payment will not be considered to have paid Company's customer. • If a payment is made to Company's Account and Bank does not receive final settlement or payment is not received under the laws governing this Agreement, Company will not be considered to have received payment, and Bank will be entitled to reimbursement from Company for that payment. • Company hereby authorizes any Originating Depositary Financial Institution (ODFI) to initiate, pursuant to ACH Operating Rules, ACH debit entries to Company's Account for electronic presentment or re- presentment of Items written or authorized by Company. IV. Selected Services Stagecoach Deposit® -ATM Deposit Only Card Service. Company may elect to utilize Bank's Stagecoach Deposit® -ATM Deposit Only Card Service by completing and returning to Bank the setup form for the Service. This Service allows Company to make deposits to Company's Account using a Stagecoach Deposit® -ATM Deposit Only card ("Deposit 42 February 13, 2018 Item #6 Page 162 of 232 Card") and a designated Wells Fargo® ATM (''ATM''). Company will make such deposits according to the instructions Bank provides and will gain access to the ATM using the Deposit Card and a Personal Identification Number ("PIN''), the risk of misuse ofboth ofwhich Company assumes. Bank will provisionally credit each deposit to Company's Account based on the amount Company keys into the ATM. Company's ATM deposits are subject to the standard cut-off time established for the A1M into which the deposit was made and Bank's funds availability policy applicable to Company's Account. If the dollar amount of Company's deposit as determined by Bank differs from Company's total (as shown on Company's ATM receipt), Bank will send Company a statement showing the amount of this difference. Company agrees Bank's count of the dollar amount of Company's deposit will be conclusive and binding on Company. Company will have full responsibility for each deposit and its contents until the deposit has been completely and physically accepted into the A1M. If Company claims any portion of a deposit was lost or stolen while in Bank's custody, Company aclmowledges Company has the burden of proving its claim. If Company orders supplies for the A1M Deposit Service through the ATM, Company authorizes Bank to initiate debits to Company's Account and credits to the accounts of third party vendors to cover the cost of such supplies provided to Company. Such transfers may be processed through an automated clearing house or any other means chosen by Bank and will be subject to the rules of the funds transfer system used by Bank. Company's authorization will remain in full force and effect until Bank has received written notification from Company of its termination in such time and manner as to afford Bank and any third-party vendor a reasonable opportunity to act on it. Stagecoach Deposit® -Post Verify Service. If Company elects to utilize Bank's Stagecoach Deposit®-Post Verify Service, Company will prepare, package and deliver Stagecoach deposits to Bank in accordance with Bank's instructions. Bank will provisionally credit Company's Account for the currency shown on the deposit ticket enclosed in Company's Stagecoach deposit bag as follows: (i) same day credit for deposits delivered to an office of Bank before that office's cut-off time on any Business Day or for deposits placed in night depository of Bank before 6:00 a.m. on any Business Day; or (ii) next Business Day credit for deposits delivered to an office of Bank on any Business Day on or after Bank's office's cut-off time or on any non-Business Day. All Stagecoach deposits are subject to Bank's acceptance and verification. Bank will verify the currency in Company's Stagecoach deposit bag either at a later time in Bank's office or 43 February 13, 2018 Item #6 Page 163 of 232 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 processing center. Bank reserves the right to adjust ( debit or credit) Company's Account ifBank detennines that the amount shown on Company's deposit ticket is incorrect. Because the frequency of armored courier transportation from Bank's offices to Bank's vaults varies from office to office, the time it takes to verify Company's Stagecoach deposit may vary, depending on the office to which 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. © 2014 Wells Fargo Bank, N.A. Wells Fargo Bank Northwest N.A. All rights reserved. Members FDIC WELLS FARGO 44 COM 1416 (Revl0/14) February 13, 2018 Item #6 Page 164 of 232 Exhibit C Master Agreement for Treasury Management Services The Service Documentation described below contains the terms under which Wells Fargo Bank, N.A. and the banks, branches or subsidiaries listed in Appendix X (each, "Bank") provide treasury management services ("Services"). The Bank customer to which the Services will be provided ("Customer") is identified in the Treasury Management Product Enrollment form or other product enrollment form(s) with acceptance of services language acceptable to Bank (e.g., Mandate Letter) (collectively, the "Ad:eptance"). Bank and Customer agree: 1. Service Documentation. The Service Documentation contains the terms governing 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, price schedules, specifications, instructions, and notices. The documents and individual provisions of the Service Documentation are intended to complement one another, and the Service Documentation as a whole. This Agreement and Service Descriptions are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Customer's use of a Service confirms Customer's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to a Service or other change requires a change to a Service Description, Bank will post an updated Service Description on the CEO portal. When required by Applicable Law (as defined below), Bank will notify Customer of the update. If Customer continues to use the Service after the update takes effect, Customer will be deemed to 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 operating circulars governing the activities of Bank and/or any transaction effected under this Agreement, including, but not limited to, all applicable funds transfer system and Master Agreement TM-1450 Revised 05-01-2015 Page 1 of 8 February 13, 2018 Item #6 Page 165 of 232 clearing and settlement house rules governing the transactions effected under this Agreement. 2. Services. Bank and Customer will agree upon the Service(s) to be provided. Each Service in the applicable jurisdiction is subject to the approval by the applicable branch or subsidiary of Bank. Customer may not begin using a Service until Bank has received all required and properly executed forms and Customer has successfully completed any testing or training requirements. To assist in Bank's establishment or maintenance of its limits or other processing arrangements, or to assist in Bank's compliance with Applicable Law, Customer will provide Bank with all such financial and/or other information Bank reasonably requests. 3. Changes to Services. Bank may change ( or add to) the terms and fees in the Service Documentation at any time. When required by Applicable Law, Bank will notify Customer of the change. If Customer continues to use a Service a~er the change becomes effective, it will be bound by the change. 4. Term and Termination. Unless earlier terminated in accordance with the Service Documentation, this Agreement and each Service will continue in effect until terminated by either party upon 30 days' prior written notice to the other party. Bank may suspend or terminate any Service: (a) following notice to Customer of a breach of any provision of the Service Documentation or any other agreement with Bank, and Customer's failure to cure the breach (if capable of cure) within 15 days of the date of such notice; or (b) without prior notice to Customer if (i) Bank reasonably suspects that an Account associated with a Service has been compromised or otherwise subject to irregular, unauthorized, fraudulent or illegal activity, (ii) Customer is subject to, voluntarily or involuntarily, or any action or step is commenced or any resolution is passed that may result in Customer being subject to any bankruptcy, insolvency, winding up, liquidation, judicial management, receivership, administrative management, reorganization or other similar proceeding in any jurisdiction, (iii) Bank determines in its sole discretion that its continued provision of a Service may place Bank at risk of financial loss or result in an unacceptable credit exposure, (iv) Customer terminates, liquidates, or dissolves its business or disposes of a substantial portion of its assets, (v) Customer fails to timely pay its debts, (vi) Customer initiates any composition with its creditors, (vii) any guaranty of Customer's obligations to Bank is terminated, revoked, or its validity contested by the guarantor, (viii) Bank determines in its sole discretion that a material adverse change has occurred in Customer's ability to perform its obligations under the Service Documentation, or in the ability of a guarantor of Customer's obligations to Bank to perform its obligations under the applicable guaranty agreement, or (ix) the Account necessary to provide a Service is closed. The termination of a Service will not affect Customer's or Bank's rights with respect to transactions occurring before termination. Bank will not be liable to Customer for any losses or damages Customer may incur as a result of any termination of any Service. 5. Service Fees. Customer will pay Bank the fees described in the Service Documentation and any taxes applicable to each Service however designated exclusive of taxes based on Bank's net income. Bank may· debit the Account(s) for any fees not covered by earnings credits and any taxes that are due, or it may send an invoice to Customer for such amounts, which Customer shall promptly pay. Master Agreement TM-1450 Revised 05-01-2015 Page 2 of 8 February 13, 2018 Item #6 Page 166 of 232 Bank's charges and fees shall be set forth as expressed in Bank's applicable fee schedule for Services used in connection with the Account. Bank may not deduct Bank monthly fees and expenses and taxes incurred in connection with City's Account and any Service until after Bank receives approval from City after the appropriate review period. 6. Confidential .Information. Unless otherwise provided in the Service Documentation, all User Guides and Terms of Use constitute Bank's or its vendor's confidential information ("Confidential Information"), and Customer will not acquire any ownership interest in or rights to Confidential Information as a result of Customer's use of any Service. Customer will (a) maintain the confidentiality of the Confidential Information; (b) not disclose (or permit its employees or agents to disclose), copy, transfer, sublicense or otherwise make any of it available to any person or entity, other than Customer's employees who have a need to use the Confidential Information in connection with the applicable Service; and ( c) not decompile, reverse engineer, disassemble, modify, or create derivative works of any Confidential Information. Customer will notify Bank immediately if it knows or suspects that there has been any unauthorized disclosure, possession, use or knowledge ( each, an "Unauthorized Use") of any Confidential Information. If Customer ( or its employees or agents) is responsible for the Unauthorized Use, Customer will, at its expense, promptly take all actions, including without limitation initiating court proceedings to recover possession and prevent further Unauthorized Use of the Confidential Information and obtain redress for any injury caused to Bank as a result of such Unauthorized Use. 7. Currency. When Customer requests or instructions require that Bank convert the amount of a payment order from the currency in which the Account is denominated ("Account Currency") to another currency ("Foreign Currency"), Bank will do so using its applicable rate of exchange in effect at the time on the day Bank executes the payment order. If a financial institution designated to receive the funds does not pay the beneficiary specified in the payment order, and the funds are returned to Bank, Bank will not be liable to Customer for a sum in excess of the amount of the payment order after Bank has converted it from the Foreign Currency to the Account Currency using the applicable rate of exchange in effect at the time on the day Bank confirms the cancellation of the payment order. Bank bears no liability if the rate it uses for a particular transaction, i.e., the "applicable rate," differs from rates offered or reported by Bank or by third parties, or based upon different times of 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 such fluctuations between the time Customer requests a payment order and the time the payment order is either completed or is unwound due to a cancellation, an amendment, 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 order or other instruction that: (a) exceeds the available balance in the Account, unless otherwise provided in the Service Documentation; (b) is not in accordance with the Service Documentation or Bank's applicable policies, procedures or practices as made available to Customer; ( c) Bank has reason Master Agreement TM-1450 Revised 05-01-2015 Page 3 of 8 February 13, 2018 Item #6 Page 167 of 232 to believe may not have been duly authorized, should not be honored for its or Customer's protection, or involves funds subject to a hold, dispute, restriction or legal process; or ( d) would possibly result in Bank's contravention 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 and binding 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 and financial data; and ( c) send or receive information and communications to Bank. Customer assumes the entire risk of unauthorized use of Codes and unencrypted electronic transmissions. 8.3. Neither Bank nor any software vendor makes any express or implied representations or warranties with respect to the Services or any software used in connection with the Services including without limitation any warranty as to the merchantability or fitness for a particular purpose, other than those expressly set forth in the Service Documentation. 8.4. Customer will promptly furnish written proof of loss to Bank and notify Bank if it becomes aware of any third party claim related to a Service. Customer will 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 will be subrogated to all rights of Customer. 8.5. Except as otherwise provided in the account agreement governing the Account, any claim, action or proceeding against Bank for losses or damages arising from a Service, must be brought within one year from the date of the act or omission. 8.6. Bank will have no liability for failure to perform or delay in performing a Service if the failure or delay is due to circumstances beyond Bank's reasonable control. If Bank determines that any funds transfer or communications network, Internet service provider, or other system(s) it has selected to provide a Service is unavailable, inaccessible or otherwise unsuitable for use by Bank or Customer, Bank may, upon notice to Customer, suspend or discontinue the affected Service. 8.7. Except in the case of Bank's negligence or intentional misconduct, Customer will indemnify and hold Bank, its directors, officers, employees and agents harmless from all losses or damages that arise out of: (a) the performance of a Service in accordance with the Service Documentation including without limitation any warranty Bank is required to make to a third party in connection with a Service; (b) an act or omission of any agent, courier or authorized representative of Customer; and ( c) if the Service includes a license or sublicense of any software to Customer, the use or distribution of the software by Customer or any person gaining access to the software through Customer that is inconsistent with the license or sublicense. Master Agreement TM-1450 Revised 05-01-2015 Page 4 of 8 February 13, 2018 Item #6 Page 168 of 232 8.8. Bank will only be liable to Customer for actual damages incurred as a direct result of Bank's failure to exercise reasonable care in providing the Services. Reasonable care requires only that Bank follow standards that do not vary unreasonably from the general standards followed by similarly situated banks. Bank's policies and procedures are general internal guidelines for Bank's use and do not establish a higher standard of care for Bank than otherwise established under Applicable Law. A mere clerical error or an honest mistake will not be considered a failure of Bank to perform any of its obligations. Bank's liability to Customer will be limited to an amount not to exceed 10 times Bank fees incurred during the calendar month immediately preceding 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 the month 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 and attorneys' fees), indirect, or punitive losses or damages; or (b) business interruption, loss of profits, loss of business, loss of revenue, loss of goodwill, loss of opportunity, loss or injury to reputation or loss of anticipated savings, whether any claim is based on contract or tort, or whether the likelihood of such losses or damages was known to the other party and regardless of the form 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 such customers may suffer. Bank hereby excludes all and any liability of whatever nature (including those losses enumerated in subsection 8.9 of this Agreement) arising out of Customer's relationship with its customer. 9. Governing Law. The Service Documentation shall be governed by: (a) U.S. federal law and (b) the law of (i) the U.S. state in which the office of Bank that maintains the Account is located or, if there is no such state or no account associated with such Service, (ii) the State of New York, without reference to its principles of conflicts of laws ("Governing Law"). 10. Arbitration Agreement. Upon demand of either party, any controversy or claim arising out of or relating to this Account Agreement, or the breach thereof, must be submitted to arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and must be heard before three arbitrators if the amount in controversy is US $5,000,000 or more or its equivalent in any other currency, and before one arbitrator for amounts in controversy of less than US $5,000,000 or its equivalent in any other currency. Arbitration will proceed in a location selected by AAA in the state of the applicable Governing Law, and if there is no such state, the place of arbitration must be New York, NY. The language of the arbitration must be English. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This arbitration requirement does not limit the right of either party to: (a) exercise self- help remedies including setoff or (b) obtain provisional or ancillary remedies such Master Agreement TM-1450 Revised 05-01-2015 Page 5 of 8 February 13, 2018 Item #6 Page 169 of 232 as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of either party to submit any dispute to arbitration hereunder, including those arising from the exercise of the actions detailed in (a) and (b) of this subsection. 11. Jurisdiction. For any proceedings regarding this Agreement (not subject to arbitration in Section 10), Customer hereby irrevocably submits to the jurisdiction of the courts of the Borough of Manhattan, New York City, in the State of New York or the federal courts located therein over any action or proceeding arising out of or relating to this Agreement and irrevocably agrees that all claims in respect of such action or proceeding may be heard or determined in such courts. 12. Miscellaneous. 12.1 Severability. Any portion of the Service Documentation which is inconsistent with Applicable Law or Governing Law will be deemed modified and applied in a manner consistent therewith, and Bank will incur no liability to Customer as a result of the inconsistency or modification and application to any dispute regarding the Service Documentation. If any portion or provision of the Service Documentation is deemed unenforceable, it will not affect the legality, enforceability or validity of the remaining Service Documentation nor the legality, enforceability or validity of such portion or provision under the law of any other jurisdiction. 12.2 Entire Agreement. The Service Documentation (and any documents referred to therein) constitutes and represents the entire agreement between Bank and Customer regarding the Services we provide for all Accounts opened at Bank and supersedes and extinguishes all prior agreements, understandings, representations, warranties and arrangements of any nature (including requests for proposals and other sales material), whether oral or written, between Customer and Bank relating to any such Service (including any other Master Agreement for Treasury Management Services, but excluding the current Commercial Account Agreement or Global Commercial 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 on one occasion will constitute a modification of the Service Documentation or be a waiver of that right on a subsequent occasion. 12.4 No Third Party Beneficiaries. Except as otherwise provided in the Service Documentation, no person or entity other than Customer and Bank will be deemed to be a third party beneficiary under the Servrce Documentation. 12.5 Financial Condition. Customer will provide Bank promptly upon Bank's request any existing financial statements or other information pertaining to Customer's financial condition or any previously unprepared financial statements which Bank may require Customer to prepare and/or to be Master Agreement TM-1450 Revised 05-01-2015 Page 6 of 8 February 13, 2018 Item #6 Page 170 of 232 audited or reviewed by independent certified public accountants acceptable to Bank. 12.6 Customer's Representations and Warranties. Customer represents and warrants that: (a) it will not use any Service in a manner that could result in a contravention of Applicable Law by Customer or Bank; and (b) if Customer employs an agent in connection with its use of any Service, Customer represents and warrants to Bank that: (i) Customer's governing body has duly authorized the agent and (ii) Customer will exercise appropriate controls to ensure each agent so authorized does not exceed the authority so granted to it. 12.7 Customer Communications. Any communication to Bank regarding Customer's use of a Service from Customer's agent will be deemed to be a communication from Customer, and Customer authorizes Bank to communicate with Customer's agent regarding any such communication or Service. 12.8 Notice. Either party may provide notice to the other party by mail, personal delivery, or electronic transmission. Customer will notify Bank promptly in writing of any change in its name, Address, legal status, electronic contact information (including an e-mail address or otherwise), or any other changes relevant to the conduct of the Account or affecting Customer's business relationship with Bank. The term "Address" as used herein refers to a mailing or electronic address. Customer will use the Address where Customer's relationship manager or other manager is located and will address any notice to the attention of such manager. Bank will be entitled to rely on any notice from Customer that it believes in good faith was authorized by an authorized representative of Customer and, except as expressly stated in another agreement between Customer and Bank, will have no obligation to verify the signature (including an electronic signature). Each party will have a reasonable time after receipt of any notice to act on it 12.9 Survival. Sections 1, 4, 5, 6, 7, 8, 9, 10, 11, and 12 will survive termination of this Agreement. Master Agreement TM-1450 Revised 05-01-2015 Page 7 of 8 February 13, 2018 Item #6 Page 171 of 232 APPENDIX X Applicable Branches or Subsidiaries of Bank 1. Wells Fargo Bank, N.A. -London Branch 2. Wells Fargo Bank, N.A. -Cayman Islands Branch Master Agreement TM-1450 Revised 05-01-2015 Page 8 of 8 February 13, 2018 Item #6 Page 172 of 232 Exhibit D (List of service descriptions) ACH Origination Service Description Account Reconciliation Plan Service Description Wire Transfer Service Description WellsTax Service Description Wells Fargo Stagecoach Sweep Service Description Wells Fargo Remote Deposit Capture Service Description Account Reconciliation Plan Service Description Target Balance Account Service Description Returned item Service Description Positive Pay Service Description Payment Authorization Service Description Information Reporting and Image Delivery service Description Commercial Electronic Office {CEO) Service Description Commercial Depository Service Description Addendum to ACH Origination Service Description for State Tax Refund Return Opt-in Program participants ACH Origination Service Description February 13, 2018 Item #6 Page 173 of 232 Exhibit D • ACH ORIGINATION SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A ("Bank") ACH origination 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 the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices. This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office.®. (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company's use of the Service confirms Company's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO®. portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Services. The Service enables Company to originate automated clearing house ("ACH") credit and debit entries in accordance with the National Automated Clearing House Association Operating Rules and any applicable local ACH rules (collectively, the "ACH Rules"; see section 3). Company will maintain one or more deposit account(s) at Bank or Bank's affiliate (each, an "Account"), that Bank may use to process such Entries. An "Entry" is an ACH debit or credit entry issued in Company's name, and a "File" is the data file or batch release used to transmit one or more Entries to Bank. Section 6 of this Service Description describes (a) the means Bank offers to Company for transmitting Files to Bank (each, an "Initiation Method") and (b) the means Bank will use to verify Company's authorization of a File or a communication amending or canceling an Entry or File (each, a "Security Procedure''). When Bank acts with respect to an Entry as both the originating depository financial institution ("ODFI''} and receiving depository financial institution ("RDFI"), as ODFI and RDFI are defined by the ACH Rules, the Entry is an "on-us Entry." 3. 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 violate the laws of the United States. In addition, Company agrees Bank may audit Company's compliance with the Service Documentation and the ACH Rules. 4. Preparation of Entries and Files; Processing Schedules. Company will prepare each File in accordance with the ACH Rules and the guidelines Bank separately makes available to Company. Bank will process each File in accordance with Bank's then current processing schedule and any instructions regarding the date an Entry is to be settled that Company furnishes with the Entry provided (a) Bank receives the File by Bank's applicable cutoff time on a Business Day and (b) the ACH is open for business. Files wiH be deemed received by Bank when the transmission of the File to Bank is completed and authenticated in compliance with the Security Procedure. If Bank receives a File after Bank's applicable cutoff time or on a day when the ACH is not open for business, the File will be treated TM-1423ACH Origination SeNices SeNice Description Revised 09-29-2017 Page 1 of? February 13, 2018 Item #6 Page 174 of 232 as having been received prior to Bank's applicable cutoff time on the next Business Day on which the ACH is open for business. A "Business Day" is every day except Saturday, Sunday and federal holidays. 5. Inconsistency of Name and Number. If an Entry describes a "Receiver" (as defined in the ACH Rules), both by name and identifying number, the RDFI may pay the Entry on the basis of the identifying number, even if the number identifies a person different from the named Receiver. If an Entry describes the RDFI both by name and identifying number, Bank, a gateway operator or another financial institution handling the Entry may rely on the identifying number to identify the RDFI, even if the identifying number refers to an institution other than the named RDFI. 6. Initiation Methods and Security Procedures. This section lists the Initiation Methods and describes the Security Procedures Bank offers for ACH origination. Company's elections regarding Initiation Methods and Security Procedures are set forth ln 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. The CEO.®. security procedures are log-on credentials specified by Bank including a company ID, user ID, password, token, and any other authentication or authorization process Bank requires from time to time. Bank's standard CEO.®. security procedures also include dual custody for select, high-risk ACH activities. With dual custody, an authenticated second user approves these activities. There is no additional charge for dual custody. 6.2. Wells Fargo Gateway Initiation Method. Through the Wells Fargo Gateway, Company accesses a Bank-owned Application Programming Interface ("API") to securely (a) request that Bank originate ACH credit and/or debit Entries on behalf of Company and (b) receive periodic updates from Bank as it processes Entries for Company. The Gateway uses tokenized transmission methods for direct communication between Company's internal payment system(s) and Bank's payment system. The Gateway security procedures require digital authentication of Company and Bank using tokens, API keys, mutual authentication of digital certificates and any other authentication or authorization process Bank may require from time to time. Company's tokens, API keys, digital certificates, and Company's instruction to Bank do not identify an individual user initiating any request through the Gateway. Bank validates only that Company is authorized to request ACH origination and receive periodic updates via the Gateway, not whether a particular user is authorized to initiate the request. 6.3. Direct Origination Initiation Method. Secure Application File Exchange Transmission ("SAFE-T"). This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2). 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"). Connect Direct®. is a registered trademark of Sterling Commerce, Inc. an IBM Company. SWIFT.® FileAct SWIFT has established procedures for controlling access to SWIFT messaging services that may include access codes, message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages including without limitation Files based on SWIFT message type prior to accepting them for routing as SWIFT messages. This authentication may include confirming the sender and recipient of the message have exchanged bilateral keys ("BKE"), TM-1423 ACH Origination Services Service Description Revised 09-29-2017 Page 2of 7 February 13, 2018 Item #6 Page 175 of 232 entered into a relationship management application ("RMA") agreement, or taken other steps to secure the transmission of SWIFT messages between them as SWIFT requires from time to time. 6.4. Payment Manager® Initiation Method. Secure Application File Exchange Transmission ("SAFE-T"). This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2). Machine-to-Machine ("M2M"). This transmission method may use an XML message interface that is based on the Interactive Financial eXchange (IFX) message standard using SOAP structured messages or other formats and protocols such as JSON and REST. Data is communicated 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 to enhance security by means of Secure Socket Layer ("SSL") or Transport Layer Security ('TLS"). Connect Direct®. is a registered trademark of Sterling .Commerce, Inc. an IBM company. Value-Added Network ("VAN"). With this transmission method, a third party serves as an intermediary for transmitting data between Company and Bank. Procedures for transmitting Payment Orders may vary by VAN. Bank follows the procedures of the VAN selected by Company to authenticate each File transmitted to Bank through the VAN in Company's name. SWIFT.®. File Acl SWIFT has established procedures for controlling access to SWIFT messaging services that may include access codes, message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages including without limitation Files based on SWIFT message type prior to accepting them for routing as SWIFT messages. This authentication may include confirming the sender and recipient of the message have exchanged bilateral keys ("BKE"), entered into a relationship management application ("RMA") agreement, or taken other steps to secure the transmission of SWIFT messages between them as SWIFT requires from time to time. 6.5. Security Procedure Elected by Company's Third Party Service Provider. Company is utilizing a Third Party Service Provider (''TPSP") as defined in the ACH Rules to originate Entries and Files on Company's behalf. Bank will authenticate each File transmitted to Bank in Company's name in accordance with the security procedure the Company's TPSP has elected. Company will notify Bank of any change to Company's TPSP in a manner affording Bank a reasonable opportunity to act on the information. 6.6. Non-Standard Security Procedure. If Company has refused to utilize any of the security procedures described above, then the Security Procedure Company will use is described on Attachment B to the Treasury Management Product Enrollment form. 7. Company's Payment Obligations. As of the applicable settlement date, Company will maintain available funds in each Account sufficient to cover the credit Entries originated against it. Company's obligation to pay Bank for each credit Entry matures when Bank transmits the credit Entry to the ACH or gateway operator or posts an on-us Entry. Bank is authorized to debit the Account for the total amount of all credit Entries originated from it at any time. If requested by Bank, Company will pay to Bank, in immediately available funds, an amount equal to all credit Entries Company originates through Bank before the date Bank delivers the credit Entries to the ACH or gateway operator or posts an on-us TM-1423 ACH Origination Services Service Description Revised 09-29-2017 Page 3of7 February 13, 2018 Item #6 Page 176 of 232 Entry. If Company fails to comply with Bank's request, Bank may refuse to send the Entries to the ACH or gateway operator or post an on-us Entry. Bank may take such other actions as it deems necessary or appropriate to ensure Bank receives payment for Company's credit Entries including without limitation (a) upon notice to Company, placing a hold on funds in any account at Bank or any affiliate of Bank that Company owns in whole or in part sufficient to cover Company's credit Entries and (b) setting off against any amount Bank or an affiliate of Bank owes Company. In addition, Bank may charge the Account or any other Company account at Bank or any affiliate of Bank for any debit, correcting or reversing Entry which is later returned to Bank. 8. Provisional Credit. A credit to Company's Account for an Entry is provisional until Bank receives final settlement for the Entry. If Bank does not receive final settlement, Bank is entitled to debit Company's Account or any other accounts Company owns in whole or in part at Bank or any affiliate of Bank for the amount of the Entry. Company will pay any shortfall remaining after such debit to Bank immediately upon demand. 9. Rejected Entries. Bank may reject an Entry or File if Company fails to comply with the terms of this Service Description. Bank will attempt to notify Company promptly so Company may cure the defect but will have no liability to Company for rejecting an Entry or File or any loss resulting from Bank's failure to provide notice. If Company requests Bank repair an Entry or File and Bank attempts to do so, Bank will not be liable if it is unable to make the requested repair. Company will pay all charges and expenses Bank incurs in connection with any repair or attempted repair. 10. Cancellation, Amendment, Reversal. Company has no right to cancel, amend or reverse an Entry or File after its receipt by Bank. If Company requests Bank cancel, amend or reverse an Entry or File, Bank may, at its sole discretion, attempt to honor such request but will have no liability for its failure to do so. Company will reimburse Bank for any expenses, losses or damages Bank incurs in effecting or attempting to effect Company's request. 11. Returned Entries. Bank will have no obligation to re-transmit a returned Entry or File to the ACH or gateway operator, or to take any further action with respect to a returned on-us Entry, if Bank complied with the terms of this Service Description with respect to the original Entry or File. Company will reimburse Bank for any returned debit Entries on the same day Company receives notice of such returned Entry. 12. Reconstruction of Entries and Files. Company will retain sufficient records to permit it to reconstruct each Entry and File it delivers to Bank for a period of five (5) Business Days after the applicable settlement date and will submit the reconstructed Entry or File to Bank upon request. 13. Audit. Company grants Bank ongoing access to Company's Files and the right to audit periodically such Files and Company's ACH processes and controls so Bank can verify Company's compliance with this SeNice Description. 14. Bank's Internal Risk Parameters. Bank establishes internal risk parameters to identify out-of-pattern or suspect Entries or Files and protect Company and Bank from potential losses. These parameters may include without limitation limits on debit and credit settlements on a single Business Day and/or over multiple consecutive Business Days. Bank may pend or delete an Entry or File exceeding the applicable parameters. In addition, any transaction TYPE (debit or credit) or SEC (standard entry class) as defined in the ACH Rules may, at Bank's option, be conditioned upon Bank's prior approval. Upon notice to Company, Bank may discontinue processing a TYPE and/or SEC of transactions Bank has previously processed for Company. 15. International Entries. 15.1. General. This section contains additional terms applicable when the financial institution holding the account designated to receive an Entry is in a jurisdiction ("Receiving Country") other than the United States (each, an "International Entry"). Bank will process each International Entry in TM-1423 ACH Origination Services Service Description Revised 09-29-2017 Page4 of7 February 13, 2018 Item #6 Page 177 of 232 accordance with (a) the laws and payment system rules of the Receiving Country (b) any agreement governing International Entries between Bank and the gateway operator through which Bank processes the International Entry, the terms of which Bank communicates to Company prior to Company's use of the Service or from time to time thereafter, and (c) the ACH Rules. If there is a conflict among these three clauses, they will govern in the order set forth in this subsection. 15.2. Credit Entries. With respect to credit Entries Bank agrees to originate in the currency of a designated foreign government or intergovernmental organization ("Foreign Currency"), Bank will convert the amount to be transferred from U.S. dollars ("USO") to the Foreign Currency at Bank's sell rate for exchange in effect on the Business Day the Entry is transmitted by Bank to the ACH or gateway operator. If the financial institution designated to receive the funds does not pay the Receiver specified in the Entry, or if the Entry is subsequently determined to be erroneous, Bank will not be liable for a sum in excess of the amount of the original Entry after it has been converted from the Foreign Currency to USO at Bank's buy rate for exchange at the time 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's buy rate for exchange in effect on the settlement date of the Entry. If the financial institution designated to receive the Entry subsequently returns it, Bank may charge the applicable Account (or any other accounts Company owns in whole or in part at Bank or any affiliate of Bank) for the amount equal to the value of the returned Entry, after Bank has converted the Foreign Currency to USO at Bank's sell rate for exchange at the time the Entry is returned to Bank. Bank will not be liable for a sum in excess of the original amount of the Entry after conversion. 15.4. Acts or Omissions of Third Parties. Bank will not be liable for any failure or delay by a gateway operator, any intermediary financial institution, or the financial institution designated to receive the Entry in the Receiving Country in processing or failing to process any Entry Bank transmits to the Receiving Country, or for acts or omissions by a third party including without limitation the delay or failure of any third party to process, credit or debit any Entry. 16. Third-Party Sender Activities. This section contains additional terms applicable when Company is a Third-Party Sender, as defined by the ACH Rules. 16.1. General. Prior to originating any Entry on behalf of a customer of Company and/or upon request by Bank, Company will (a) notify Bank in writing of any other financial institution Company is using to originate transactions as a Third-Party Sender and thereafter notify Bank before Company adds any new financial institution for this purpose; (b) provide Bank with the information Bank requires to enable it to understand the nature of Company's customer's business including without limitation the name, Taxpayer Identification Number, business activity and geographic location of Company's customer, and whether Company's customer is itself a Third-Party Sender, (c) timely provide Bank with information Bank requires for purposes of Bank's registration of Company or Company's customer as a Third-Party Sender in accordance with the ACH Rules ("Registration") and/or supplemental Registration information requested by Bank; (d) if specifically required by Bank, obtain Bank's written approval to initiate or continue to initiate Entries for that customer, which approval Bank may rescind upon written notice to Company; and (e) enter into a written agreement with that customer whereby that customer agrees: 16.1.1. to assume the responsibilities of an originator under the ACH Rules and to be bound by the ACH Rules as in effect from time to time; TM-1423 ACH Origination SeNices SeNice Description Revised 09-29-2017 Page 5 of7 February 13, 2018 Item #6 Page 178 of 232 16.1.2. ACH entries may not be initiated in violation of the laws or regulations of the United States including without limitation the regulations issued by the Office of Foreign Assets Control; 16.1.3. to grant Bank ongoing access to audit it and any ACH entry that it has transmitted to Company for transmission to Bank; and 16.1.4. Bank may at any time refuse to process an ACH entry for that customer. 16.2. Updates to Registration Information. Company will timely notify Bank of any changes to information provided by Company in connection with Bank's Registration of Company or Company's customer as a Third Party Sender. 16.3. Representations and Warranties. Company represents and warrants to Bank Company (a) has conducted due diligence with respect to each customer of Company for which Company is originating transactions through Bank and determined that each such customer is engaged in a legitimate business and that the type, size and frequency of transactions that each such customer is originating is normal and expected for the customer's type of business; and (b) will, in accordance with reasonable commercial standards, monitor each customer's business and transactions on an ongoing basis and notify Bank promptly if Company identifies any unusual activity by Company's customer. 17. Perfect NOC Service. This section contains additional terms applicable to Bank's Perfect NOC Service. Bank maintains a database of Notifications of Change (each, a "NOC") that Bank receives and uses this database to update Company's Entries in accordance with the Service options Company selects from time to time. Bank will notify Company of each NOC Bank receives in connection with Company's Entries. 18. Smart Decision Service. This section contains additional terms applicable to Bank's Smart Decision Service. Bank will process for credit to the Account specified by Company checks and other instruments payable to Company (each, an "Item") that Company delivers to Bank. Company will use the depository channels through which Bank offers the Service including electronic channels and other channels specified by Bank through which Bank accepts Items for processing. When Company uses electronic depository channels, Company transmits an "Electronic File" to Bank that includes electronic images of Items (each, an "Electronic Image") and other information regarding Items in the Electronic File. Each Business Day, Bank processes Company's Electronic File and other Items according to the processing criteria Bank has on file for Company, the issuer of an Electronic Image or Item, and Bank (each, respectively, a "Company Preference," an "Issuer Preference," or a "Bank Preference.") Based on these Preferences, Bank will (a) convert each eligible Electronic Image and Item to an ACH debit Entry on the deposit account on which it was drawn; (b) process remaining Electronic Images in accordance with Bank's separate Service Documentation governing the electronic depository channel Company used to deliver the Electronic Image to Bank; or (c) process remaining Items in accordance with Bank's Commercial Account Agreement. If a Company Preference or an Issuer Preference conflicts with a Bank Preference, Bank will follow the Bank Preference. 19. Warranties. 19.1. General. Company acknowledges Bank makes certain warranties under the ACH Rules with respect to each Entry. Company will reimburse Bank for any loss Bank incurs, including Bank's reasonable attorneys' fees and legal expenses, as the result of a breach of a warranty made by Bank in connection with any Entry Bank originates upon the instructions received from Company, except to the extent that the loss resulted from Bank's own gross negligence or intentional misconduct. 19.2. Smart Decision Service. If Company subscribes to Bank's Smart Decision Service, Company warrants Company (a) will transmit to Bank only Electronic Images that are suitable for TM-1423 ACH Origination SeNices Service Description Revised 09-29-2017 Page 6 of 7 February 13, 2018 Item #6 Page 179 of 232 processing, including, but not limited to, Electronic Images that are legible and contain machine- readable MICR data; (b) will not deposit to the Account or otherwise negotiate any original Paper Item from which Company has previously created and submitted to Bank an Electronic Image, unless Bank has notified Company the Electronic Image is not legible or contains MICR data that is not machine readable; and (c) has received copies of the then-current ACH Rules and Reg E and will comply with both at all times Bank provides the Service. 20. Indemnification. Company acknowledges Bank indemnifies certain persons under the ACH Rules. Company agrees to reimburse Bank for any loss Bank incurs, induding its reasonable attorneys' fees and legal expenses, as the result of the enforcement of any such indemnity, except to the extent the loss resulted solely from Bank's own gross negligence or intentional misconduct. In addition, Company will indemnify Bank from and against all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered by Bank arising directly or indirectly from or related to any material breach in a representation, warranty, covenant, or obligation of Company contained in this Service Description. 21. Termination. In addition to the termination provisions contained in the Master Agreement, Bank may terminate the Services immediately upon notice to Company if Bank determines in its sole 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 or otherwise failed to comply with the ACH Rules. 22. Survival. Sections 4, 5, and 7-20 will survive termination of the Services. © 2017 Wells Fargo Bank, N.A. All rights reserved. TM-1423 ACH Origination Services Service Description Revised 09-29-2017 Page 7of7 February 13, 2018 Item #6 Page 180 of 232 ACCOUNT RECONCILIATION PLAN SERVICE SERVICE DESCRIPTION • 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") Account Reconciliation Plan 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 the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company's use of the Service confirms Company's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Services. Bank's ARP Services enable Company to use Bank to (a) store information about Items Company issues on demand deposit accounts that Company enrolls in the Services (each, an "Account"); and (b) process the information in accordance with the Service option(s) that Company elects during the set up process for the Services and from time to time thereafter. Bank's User Guide for the Services details the Service options. "Item" is defined in Bank's Commercial Account Agreement. 3. Issued Check Information. If Company elects Bank's full ARP Service, each Business Day prior to the cutoff time Bank separately discloses,Company will provide Bank with the issue date, serial number and dollar amount of each Item Company issues on the Account ("Issued Check Information") using the communication channel(s) Company elects. If Company elects Bank's Deposit Location Reporting Service, Company will provide Bank with a list of Company's location numbers and names and may amend the list from time to time by notifying Bank in writing. 4. Stop Payment Orders. If Company uses the Service to place a stop payment order on any Item, Company understands that (a) Bank's Commercial Account Agreement governs the stop payment order; (b) each stop payment order is subject to Bank's verification that the Item described in the stop payment order has not been paid; and (c) this verification may occur a minimum of ninety (90) minutes after the time Company transmits the stop payment order to Bank. © 2014 Wells Fargo Bank, N.A. All rights reserved. TM-1408 Account Reconciliation Plan Service Description Revised 04-30-2014 Page 1 of 1 February 13, 2018 Item #6 Page 181 of 232 WIRE TRANSFER SERVICE DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank"} Wire Transfer service ("Service") and includes: (a) this Service Description; (b) the Acceptance of Services, Treasury Management Product Enrollment form, or other product enrollment form acceptable to Bank (each, "Acceptance"); (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Customer uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices. This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office.®. (CEO®.) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Customer's use of the Service confirms Customer's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO portal. When required by applicable law, Bank will notify Customer of the update. If Customer continues to use the Service after the update takes effect, Customer will be deemed to have agreed to the update. 2. Description of the Service. The Service enables Customer to instruct Bank to transfer funds by wire. Customer agrees to comply with all applicable payment system rules, including the national payment system rules and any other applicable laws and regulations of the receiving country of the transaction. In this Service Description, an instruction to Bank (including any communication cancelling or amending an instruction) in Customer's name to transfer funds from Customer's account at Bank or Bank's affiliate (each, an "Account") is a "Payment Order." Section 5 of this Service Description describes (a) the means Bank offers to Customer for transmitting Payment Orders to Bank (each, an "Initiation Method") and (b) the means Bank will use to verify Customer's authorization of a Payment Order or a communication amending or canceling a Payment Order (each, a "Security Procedure"). 3. Preparation of Payment Orders; Processing Schedules. Customer will prepare each Payment Order in accordance with guidelines Bank separately makes available from time to time. Bank will execute each Payment Order in accordance with Bank's then current processing schedule and any instructions Customer furnishes with the Payment Order regarding the date a Payment Order is to be executed. A Payment Order will be deemed received by Bank when Bank has verified it in compliance with the Security Procedure. If Bank receives a Payment Order after Bank's applicable cutoff time on any Business Day, Bank will treat the Payment Order as having been received prior to Bank's applicable cutoff time on Bank's next Business Day. "Business Day" means a day (other than a Saturday or Sunday) on which the applicable branch or subsidiary of Bank is open for general business in the country or jurisdiction in which the Account is maintained. When used in connection with funds transfer services, "Business Day" means each day on which Bank or the Bank office providing or facilitating the service is open for business related to that service. TM-1440 Wire Transfer Services SeNice Description Revised 07-28-2017 Page 1 of4 February 13, 2018 Item #6 Page 182 of 232 4. Inconsistency of Name and Number. If a Payment Order describes the person to receive the funds that are the subject of the Payment Orders both by name and identifying number, Bank may execute the Payment Order solely on the basis of the identifying number, even if the number identifies a person different from the named person. If a Payment Order describes a financial institution both by name and identification number, the identification number may be solely relied upon to identify the financial institution, even if the identification number refers to a financial institution other than the named financial institution. 5. Initiation Methods and Security Procedures. This section lists the Initiation Methods and Security Procedures Bank offers for wire transfers. The availability of certain Initiation Methods and Security Procedures may vary by jurisdiction. Customer's elections regarding Initiation Methods and Security Procedures is/are set forth in the Acceptance. 5.1. Voice Initiation Method. Bank's voice initiation security procedure consists of confirming that the personal identification number ("PIN") accompanying a Payment Order corresponds with a valid PIN assigned to Customer for voice-initiated Payment Orders. 5.1.1. Telephone Verification Service. If Bank receives a voice-initiated, non- repetitive Payment Order that exceeds the applicable pre-designated limit, Bank will make one attempt to telephone person(s) designated by Customer on the most current setup form for Customer in Bank's records to verify the Payment Order. If Bank is unable to complete the call, Bank will not process the Payment Order. 5.2. CEO Portal Initiation Method. The CEO portal is Bank's electronic banking portal that is accessed via the Internet. Authorized users may access Bank's CEO Internet Wire Transfer Service through the CEO portal. CEO security procedures include log-on credentials specified by Bank (that may include a Customer ID, user ID and password) and any other authentication or authorization process Bank requires from time to time. Bank will use the CEO security procedures to authenticate each Payment Order received through the CEO portal in Customer's name. 5.3. Direct Origination Initiation Method. Secure Application File Exchange Transmission ("SAFE-T"). This transmission platform offers a variety 'Of transmission protocols including hypertext transfer protocol secured (https) FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 {AS2) that Bank uses to authenticate each Payment Order transmitted to Bank in Customer's name. IBM®. -Sterlini Connect:Direct®. with Secure Plus+. Secure Plus+ is an add-on to Connect:Direct . to enhance security by means of Secure Socket Layer ("SSL") or Transport Layer Security ("TLS"). Connect:Direct®.is a registered trademark of Sterling Commerce, Inc., an IBM Company. 5.4. Payment Manager.® Initiation Method. Secure Application File Exchange Transmission ("SAFE-T"}. This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2) that Bank uses to authenticate each Payment Order transmitted to TM-1440 Wire Transfer SeNices SeNice Description Revised 07-28-2017 Page 2 of 4 February 13, 2018 Item #6 Page 183 of 232 Bank in Customer's name. Machine-to-Machine ("M2M"). This transmission method uses an XML message interface that is based on the Interactive Financial exchange (IFX) message standard using SOAP structured messages. Data is communicated via the Internet using 128-bit encryption and Secure Socket Layers (SSL). Bank uses digital certificates to authenticate each Payment Order transmitted to Bank in Customer's name. IBM.®. -Sterling Connect:Direct® with Secure Plus+. Secure Plus+ is an add-on to Connect:Dlrect®. to enhance security by mec;Jns of Secure Socket Layer ("SSL"} or Transport Layer Security ("TLS"). Connect:Direct®.is a registered trademark of Sterling Commerce, Inc., an IBM Customer. Value-Added Network ("VAN"). With this transmission method, a third party serves as an intermediary for transmitting data between Customer and Bank. Procedures for transmitting Payment Orders may vary by VAN. Bank follows the procedures of the VAN selected by Customer to authenticate each Payment Order transmitted to Bank through the VAN in Customer's name. 5.5. Wells Fargo Gateway. Through the Wells Fargo Gateway, Company accesses a Bank-owned Application Programming Interface ("API") to securely (a) request that Bank execute Payment Orders on behalf of Company and (b) receive periodic updates from Bank as it processes Payment Orders for Company. The Gateway uses tokenized transmission methods for direct communication between Company's internal payment system(s) and Bank's payment system. The Gateway security procedures require digital authentication of Company and Bank using tokens, API keys, mutual authentication of digital certificates and any other authentication or authorization process Bank may require from time to time. Company's tokens, API keys, digital certificates, and Company's instruction to Bank do not identify an individual user initiating any request through the Gateway. Bank validates only that Company is authorized to issue Payment Orders and receive periodic updates via the Gateway, not whether a particular user is authorized to initiate the request. 5.6. SWIFT.~ Initiation Method. SWIFT has established procedures for controlling access to SWIFT messaging services (each, an "Access Control") that may include without limitation access codes, message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages including without limitation Payment Orders based on SWIFT message type prior to accepting them for routing as SWIFT messages (each, an "Authenticated Message"). This authentication may include confirming that the sender and recipient of the message have exchanged bilateral keys ("BKE"), entered into a relationship management application ("RMA") agreement, or taken other steps to secure the transmission of SWIFT messages between them as SWIFT requires from time to time (each, an "Authentication Procedure"). 5.7. Non-Standard Security Procedure. If Customer has refused to utilize any of the security procedures described above, then the Security Procedure Customer will use is described on Attachment B to the Acceptance. 6. Authorization to Pay. Customer authorizes Bank to (a) execute any Payment Order Bank verifies in accordance with the applicable Security Procedure and (b) debit the account specified in the Payment Order (and if no account is specified, the Account or any other account of TM-1440 Wire Transfer Services Service Description Revised 07-28-2017 Page3 of4 February 13, 2018 Item #6 Page 184 of 232 Customer at Bank or an affiliate) even if a debit results in an overdraft: on the execution date. Customer will maintain sufficient available funds in the account specified in the Payment Order at the time of each debit. 7. Customer's Duty to Report Erroneous or Unauthorized Transfer Instructions. Customer will exercise reasonable care to determine whether a Payment Order accepted by Bank was either erroneous or not authorized and to notify Bank of the relevant facts within a reasonable time not exceeding 14 days after Customer receives notification from Bank that the Payment Order was accepted or that the Account was debited with respect to the Payment Order, whichever is earlier. Customer will be liable to Bank for the loss Bank incurs as a result of Customer's failure to act insdf accordance with this section. 8. Rejected Payment Orders. If a Payment Order is rejected for any reason Bank will attempt to notify Customer promptly so Customer may cure the defect but will have no liability to Customer for a rejected Payment Order or any loss resulting from Bank's failure to provide notice. 9. Cancellation, Amendment, Reversal. A Payment Order will be final and not subject to cancellation, amendment or reversal by Customer, except Bank may, at Customer's request, make an effort to effect such cancellation, amendment or reversal without incurring any liability for its failure or inability to do so. 10. Drawdown Requests. A "drawdown request" is an instruction from Customer to another depository institution to debit (a) an account at that institution and transfer the funds to Bank (each, an "outgoing drawdown request") or (b) the Account and transfer the funds to that institution (each, an "incoming drawdown request"). In this Service Description, "Payment Order" includes drawdown requests. Bank may execute an incoming drawdown request that conforms with instructions it receives through Fed Wire, SWIFT, CHIPs or any other funds transfer system, provided such instructions are not inconsistent with instructions Customer separately provides in writing. The authority to execute the incoming drawdown request will continue until Bank receives express written notice from Customer that such authority is revoked. 11. Limitation of Bank's Liability. If Bank executes Customer's Payment Order by sending instructions to another financial institution, Bank may send the payment order by any transmission method and by any route Bank in its sole discretion considers reasonable. Bank will not be liable for any third party's failure to or delay or error in processing a Payment Order. If the beneficiary bank does not pay the beneficiary specified in the Payment Order, a refund will be made only after Bank has received confirmation of the effective cancellation of the Payment Order and Bank is in free possession of the funds debited or earmarked in connection with the Payment Order. If Bank is notified it did not transfer the full amount stated in a Payment Order, Bank's sole obligation will be to promptly execute a second Payment Order in the amount of the stated deficiency. If Bank executes a Payment Order in excess of the amount stated in the Payment Order, to the extent Customer does not receive the benefit of the Payment Order, Bank will only be liable for any loss of the principal amount transferred in excess of the amount stated in the Payment Order. Additionally, Bank will be liable for the amount of interest Customer has lost due to the transfer of the excess amount, computed at the Federal Funds rate or as otherwise agreed. However, Bank's liability for loss of interest will be limited to 20 calendar days' interest. This section sets forth Bank's complete liability for a Payment Order issued or received under this Service Description. 12. Survival. Sections 4, 5, 6, 7, 8, 9, 10, 11 and 12 will survive the termination of Services. © 2017 Wells Fargo Bank, NA All lights reserved. TM-1440 Wire Transfer Services Service Description Revised 07-28-2017 Page4 of 4 February 13, 2018 Item #6 Page 185 of 232 ® WellsTAX SERVICE DESCRIPTION • 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") WellsTAX 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 the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company's use of the Service confirms Company's receipt of and agreement to be bound by, the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of 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 the Internal Revenue Service ("IRS") and to pay certain other federal, state or other taxes listed from time to time in the WellsTAX User Guide. 3. Means for initiating Transfers. Bank will originate Transfers from Company's Account(s} (each, a "Credit Entry") to third parties' (each a, "Receiver'') accounts using the automated clearing house ("ACH") system. All Transfers will be made in accordance with the terms of this Service Description and, where applicable, the Operating Rules of the National Automated Clearing House Association ("NACHA Rules"). 4. Procedures for Initiating Transfers. Company may initiate Transfers using Bank's Commercial Electronic Office® ("CEO"®) service or a touch-tone telephone. In order to initiate a Transfer, Company must use an access code, user name, password, token and/or other secure protocol (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 Security Credentials. TM-1520 We/lsTAX SeNice Description Revised 04-30-2014 Page 1 of4 February 13, 2018 Item #6 Page 186 of 232 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 unauthorized thereof. Company understands the failure to protect its Security Credentials may allow an unauthorized person or entity to access the Service. Company agrees to develop and 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 each person who is no longer authorized by Company to access the Service, and (c) protecting the confidentiality of the Security Credentials. Company also agrees to notify Bank immediately if it knows or suspects that the confidentiality of its Security Credentials has been breached. 5.3. Company agrees that all persons or entities employed by Company to prepare, process or transmit Company's Credit Entries to Bank will be deemed Company agents and will be subject to the same requirements as Company under this Service Description, including, among other things, compliance with the Security Procedures and the NA CHA Rules. 6. Accuracy of Data. Company will provide to Bank the data and information necessary to enable Bank to inform the government agency or entity to be paid of the payment of the tax within the time period required by any rule or regulation governing the payment. Company authorizes Bank to rely on the accuracy of such data and information furnished by it. 7. Transfer Deadline. Any Transfer initiated on any Business Day (a day on which Bank is open to provide the Service, other than Saturdays, Sundays or federal holidays) after the cutoff hour Bank establishes, or any time on a non-Business Day, will be deemed initiated on the following Business Day. Transfers must be initiated by the applicable deadline {'Transfer Initiation Deadline") as follows: Transfers to a taxing authority must be initiated at least one Business Day prior to the date payment is due to the taxing authority. 8. Authorized Reporting Agent. In performing the Service, Bank is acting as Company's authorized reporting agent. If Company is a taxpayer mandated by federal law to make FTD payments and submit FTD information through the EFT system, Bank will make Company payments as FTD payments and submit Company payment information through the EFT system, regardless of Company's designation to the contrary. 9. Acceptance of Transfer Requests. 9.1. The Security Procedures describe the steps to be taken to attempt to prevent unauthorized Credit Entries. Company agrees to be bound by any Credit Entry authorized or transmitted by Company or made in Company's name and accepted by Bank in good faith and in compliance with the Security Procedures, even if not properly authorized by Company. If Bank takes any actions beyond those described in the Security Procedures in an attempt to detect an unauthorized Credit Entry or to detect errors in the transmission or content of a Credit Entry, Company agrees that no matter how many times Bank takes these actions (a) they will not become part of the Security Procedures; and (b) Bank will not be liable in any situation for failing to take or correctly perform these actions. Without limiting Bank's general right to reject entries or files under the NACHA Rules, Bank may reject any entry or file which does not comply with the requirements in this Service Description, the NACHA Rules or the Security Procedures, or with respect to which payment is not made in accordance with this TM-1520 Wells TAX Service Description Revised 04-30-2014 Page 2of 4 February 13, 2018 Item #6 Page 187 of 232 Section 9. A request for a Transfer may be delayed or may not be accepted by Bank if the Transfer would exceed the available funds in the Account on the Transfer Initiation Deadline, cause Bank to violate any applicable laws or regulations, or cause Bank to exceed any limitation on its intra-day net funds position established in accordance with Federal Reserve or other regulatory guidelines or violate any other Federal Reserve or other regulatory risk control program. If Bank does not accept a request for a Transfer or must delay making a requested Transfer, Bank will attempt to notify Company. 9.2. Company agrees to pay Bank, in immediately available funds, an amount equal to the full amount of the requested Transfer. Each such payment must be received by Bank on the date of initiation, which must be on or before the Transfer Initiation Deadline. Company expressly authorizes Bank to debit the Account for the total amount of such Transfer on the date of initiation. 9.3. If Bank rejects a Credit Entry Company has requested, Bank will endeavor to notify Company promptly on or before its scheduled Settlement Date, but Bank will have no liability to Company for any such rejection or for any loss resulting from Bank's failure to provide such notice. 9.4. Bank may process Company's Credit Entries either directly or through any mechanism it selects. Company represents and warrants with respect to each Credit Entry that Bank originates for Company that on its Effective Entry Date, on the date it is originated, and on the dates Bank debits the Account for the Credit Entry, (a) each Receiver has authorized the crediting of its account, and (b) each Credit Entry is in all other respects properly authorized. Company agrees to indemnify Bank for any losses, liabilities, costs or expenses Bank suffers or incurs as a result of any breach of these representations and warranties. 9.5. Bank will determine the funds transfer system or other third party communications systems and the means by which each Credit Entry will be originated. 9.6. Any instruction attempting to restrict Bank's acceptance of Company's Credit Entries or to reverse or delete any Credit Entry must be made in accordance with this Service Description and where applicable, the NACHA Rules. At Company's request, Bank will make reasonable efforts to reverse or delete a Credit Entry, but Bank will have no responsibility for the failure of any other person or entity to comply with Company's request. 10. No Verification of Transfer Requests. Bank is under no obligation whatsoever at any time to verify any Transfer request, and will have no liability for failing to investigate or verify any Transfer request. 11. Confirmations. Bank will confirm each Transfer by an entry on Company's account statement that Company will receive at regular intervals (or on any bank information reporting service that Bank provides Company). Company must immediately inform Bank of any Transfer that is incorrect or not authorized by Company. 12. Debits to Accounts for Transfers. Company hereby authorizes Bank to debit the Account for all Transfers made by Bank from such Account. Company agrees to maintain in each Account at all times good and sufficient funds to cover all Transfers out of such Account. If sufficient good funds are not maintained in an Account to cover fully a Transfer out of such Account, Bank TM-1520 Wells TAX Service Description Revised 04-30-2014 Page 3of4 February 13, 2018 Item #6 Page 188 of 232 will have no obligation to perform the Service for Company or to make any Transfer out of such Account for Company even if Company has instructed Bank to do so. 13. Amendments and Cancellations of Transfer Requests. After Bank has made a Transfer, it cannot be canceled, amended or reversed. 14. Records, Information and Audits. Company agrees to determine promptly the accuracy of all records and information regarding the Service or any Transfer delivered by Bank to Company and to notify Bank immediately of any errors in such records or information. Nothing in this Service Description will relieve Company from (a) any responsibility imposed by law, regulation or contract with regard to the maintenance of records, or (b) any responsibility to perform audits and account reviews customarily conducted by persons or entities whose businesses are similar to Company's business. 15. Responsibility for Paying TaJCes. Any interruption in the Service will not relieve Company of any obligation to pay any tax to the IRS, or any other government agency or entity owed the tax, and Bank will have no liability to Company for any failure by Company in such circumstances to pay any tax. 16. Changes to Information. Except as provided otherwise in this Agreement, the information on any Set-Up Form can only be changed by delivering a new Set-Up Form to Bank. Each completed Set-Up Form must be sent to Bank. 17. Survival. Sections 9.4. and 10 will survive termination of the Service. © 2014 Wells Fargo Bank, N.A. All rights reserved. TM-1520 Wells TAX Service Description Revised 04-30-2014 Page 4 of 4 February 13, 2018 Item #6 Page 189 of 232 WELLS FARGO STAGECOACH SWEEP® SERVICE DESCRIPTION • 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") Stagecoach Sweep 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 the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; · This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company's use of the Service confirms Company's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Service. The Service enables Company to link each domestic demand deposit account Company enrolls in the Service ("Account") to (a) one of the non FDIC insured options described in Section 4 (each, an "Investment Sweep Option") or (b) Company's FDIC insured Money Market Savings Account ("Savings Account") as described in section 6. Company may also link Company's Account to Company's line of credit with Bank ("Credit Sweep Option"), as described in section 7. At the end of each Business Day, funds are transferred automatically or "swept'' from the Account in accordance with Company's designation(s) in the Acceptance. The amount swept ("Transferable Balance") is the Collected Balance in the Account less the Target Collected Balance. The "Collected Balance" is the amount available for immediate withdrawal from the Account. The 'Target Collected Balance" is the amount that Bank and Company have agreed will be maintained in the Account. A "Business Day" is every day except Saturdays, Sundays, federal holidays and days when the New York Stock Exchange is closed. Company may access its funds only through the Account(s) it has enrolled in the Service. Circumstances in which the entire Transferable Balance may not be invested are described in section 5. Important disclosures pertaining to the Investment Sweep Options are set forth in sections 8 through 13. 3. Authorization. Company appoints Bank as its agent to act with respect to the Service and the Investment Sweep Option Company has elected in the Acceptance. 4. Investment Sweep Options. Bank offers the following Investment Sweep Options, each of which is subject to section 5: TM-1997 Stagecoach Sweep SeNice Description Revised 12-15-2015 Page 1 of8 February 13, 2018 Item #6 Page 190 of 232 4.1. Wells Fargo Stagecoach Sweep Preferred Option. The Transferable Balance that is (a) equal to or greater than $100,000 will be swept to Bank's designated account at Bank's Cayman Islands Branch ("Offshore Account"), or {b) less than $100,000 will remain in the Account and not earn interest. At the beginning of the next Business Day the entire amount held in Company's Investment Sweep Option, less any earnings, will be swept back to the Account. 4.2. Wells Fargo Stagecoach Sweep Preferred Option with secondary Wells Fargo Stagecoach Sweep Repurchase Agreement Option. If the Transferable Balance is {a) equal to or greater than $100,000, the entire amount will be swept to the Offshore Account, or (b) less than $100,000, the entire amount will be swept to the Wells Fargo Stagecoach Sweep, Repurchase Agreement ("Repurchase Agreement") Option. Any portion of the Transferable Balance not swept to a Repurchase Agreement will remain in the Account and not earn interest. At the beginning of the next Business Day the entire amount held in Company's Investment Sweep Option, less any earnings, will be swept back to the Account. 4.3. Wells Fargo Stagecoach Sweep Repurchase Agreement Option with secondary Wells Fargo Stagecoach Sweep Preferred Option. The Transferable Balance will be swept to the Wells Fargo Stagecoach Sweep Repurchase Agreement ("Repurchase Agreement") Option. Any portion of the Transferable Balance which is not swept to a Repurchase Agreement will be swept to the Offshore Account, provided such portion is equal to or greater than $100,000; otherwise such portion will remain in the Account and not earn interest. At the beginning of the next Business Day the entire amount held in Company's Investment Sweep Option, less any earnings, will be swept back to the Account. 4.4. Wells Fargo Stagecoach Sweep Repurchase Agreement Option. The Transferable Balance will be swept to the Welts Fargo Stagecoach Sweep Repurchase Agreement ("Repurchase Agreement") Option. Any portion of the Transferable Balance not swept to a Repurchase Agreement will remain in the Account and not earn interest. At the beginning of the next Business Day the entire amount held in Company's Investment · Sweep Option, less any earnings, will be swept back to the Account. 4.5. Wells Fargo Stagecoach Sweep, Money Market Mutual Fund ("MMMF") Option. The Transferable Balance will be transferred to an omnibus deposit account at Bank. At the beginning of the next Business Day, the Transferable Balance will be transferred from the omnibus deposit account at Bank to an omnibus investment account in Bank's name at the custodian of the MMMF. MMMF shares belonging to multiple Bank customers are held in this investment account. Any portion of the Transferable Balance not swept to the MMMF will remain in the Account, and no dividends will accrue on it. If the Collected Balance in the Account on any Business Day is less than the Target Collected Balance, Bank will redeem a sufficient number of Company's MMMF shares, as determined on the Business Day following the Business Day on which this shortfall occurs, to restore the Collected Balance to the Target Collected Balance. Purchases and redemptions of MMMF shares in connection with this Investment Sweep Option may occur only through deposits to or withdrawals from the Account. This option is available only to entities having a United States presence, as demonstrated by a U.S. mailing address in Bank's records for Company. TM-1997 Stagecoach Sweep Service Description Revised 12-15-2015 Page 2 of8 February 13, 2018 Item #6 Page 191 of 232 5. Maximum Investment Amount; Transferable Balance Not Invested; Earnings on Investment Sweep Option. 5.1. Maximum Investment Amount. If Company has designated a maximum amount for -investment in Company's Investment Sweep Option ("Maximum Investment Amount"), then the maximum amount invested for Company on any given Business Day will equal the lesser of the Company's Transferable Balance or Maximum Investment Amount. Any portion of Company's Transferable Balance that is not invested pursuant to this section 5.1 will remain in the Account and not earn interest. 5.2. Transferable Balance Not Invested. Bank will exercise reasonable efforts to invest the entire Transferable Balance but reserves the right to invest less when Bank determines in its sole discretion that the entire Transferable Balance exceeds the amount Bank is able to invest for Company in the ordinary course of business. Any Transferable Balance not invested pursuant to this section 5.2 will be held in accordance with Company's Investment Sweep Option. 5.3. Earnings on Company's Investment Sweep Option. Bank will handle any earnings on Company's Investment Sweep Option in accordance with Company's separate instructions to Bank. 6. Wells Fargo Money Market Savings Account Sweep Option. At the end of each Business Day, the Transferable Balance will be swept to the Company's Savings Account. If the Ledger Balance in the Account on any Business Day is negative, Bank will, up to five times per monthly statement period for the Savings Account, transfer collected funds from the Savings Account to the Account to restore the ledger balance in the Account to a positive status (or to the Target Collected Balance, if applicable). If the Ledger Balance in the Account is negative for a sixth time during the monthly statement period, Bank will transfer the entire collected balance in the Savings Account to the Account and initiate no more sweeps of the Transferable Balance to the Savings Account for the remainder of the monthly statement period. 7. Credit Sweep Option. At the end of each Business Day, the Transferable Balance will first be applied to the outstanding balance on the line of credit specified by Company in the Acceptance ("LOG"). Any remaining funds will then be deemed to be the Transferable Balance with respect to the Investment Sweep Option or MMS Account that Company may have also selected. If the Collected Balance is less than the Target Collected Balance, funds will be advanced from the LOC and credited to the Account. The application of payments to and advances from the LOC are governed by the documents governing the LOG as amended or replaced from time to time (collectively, "Loan Documentation"). Bank may terminate the Credit Sweep Option immediately without notice to Company if an event of default occurs under the Loan Documentation. 8. Disclosures Applicable To Each Investment Sweep Option. NO EMPLOYEE OR AGENT OF BANK HAS BEEN AUTHORIZED TO PROVIDE ANY INFORMATION OR TO MAKE ANY REPRESENTATION REGARDING A SWEEP OPTION OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THE SERVICE DOCUMENTATION AND IF SUCH INFORMATION IS PROVIDED OR SUCH A REPRESENTATION IS MADE, IT MAY NOT BE RELIED UPON AS BEING AUTHORIZED BY BANK. TM-1997 Stagecoach Sweep SeNice Description Revised 12-15-2015 Page 3of8 February 13, 2018 Item #6 Page 192 of 232 9. Additional Disclosures Applicable to Wells Fargo Stagecoach Sweep Preferred Option. FUNDS TRANSFERRED TO BANK'S OFFSHORE ACCOUNT ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION THE UNITED STATES GOVERNMENT OR ANY GOVERNMENT AGENCY; IN A LIQUIDATION HAVE LESSER PREFERENCE THAN DEPOSITS HELD IN THE UNITED STATES, AND ARE SUBJECT TO CROSS-BORDER RISKS. 9.1. General. Funds held in Bank's Offshore Account in accordance with the Wells Fargo Stagecoach Sweep Preferred Option in sections 4.1, 4.2 and 4.3 are denominated in United States Dollars and payable only at Bank's Cayman Islands Branch. This Branch is a foreign branch located in Grand Cayman, Cayman Islands, British West Indies. Funds in Bank's Offshore Account are subject to the laws of the Cayman Islands, including existing and future laws, regulations and governmental actions regarding exchange controls, assets seizures and other restrictions. Bank does not accept responsibility for any failure to make transfers with respect to funds held in Bank's Offshore Account as a result of exchange or other governmental controls or other extraordinary circumstances beyond Bank's reasonable control. ( 9.2. Interest. Funds in Bank's Offshore Account will bear interest at a variable rate determined by Bank from time to time in its sole discretion. Interest on funds in Bank's Offshore Account will be calculated on a simple basis and credited to the Account as agreed by Company and Bank. If Company has elected to be paid interest on a monthly basis, pending any such payment, Company's interest accrued each day from the Offshore Account will continue to accrue and compound on a daily basis. For advance information about the interest rate on any given Business Day, Company may contact its relationship manager at Bank. 9.3. Statements. Bank will make a periodic statement available to Company showing the Account balance for each day in, and the amount of interest earned for, the statement period. Additionally, Company may elect to receive a daily confirmation showing the Account balance and the amount of interest earned for the preceding day. 10. Additional Disclosures Applicable to Wells Fargo Stagecoach Sweep Repurchase Agreement Option. INVESTMENTS IN REPURCHASE AGREEMENTS ARE NOT DEPOSITS, ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION AND ARE NOT GUARANTEED BY THE UNITED STATES GOVERNMENT OR ANY AGENCY OF IT, OR BY BANK, NOR IS BANK'S OBLIGATION TO REPURCHASE COMPANY'S FRACTIONAL INTEREST IN ANY SECURITIES ACQUIRED UNDER REPURCHASE AGREEMENTS. THE MASTER REPURCHASE AGREEMENT CONTAINS SPECIFIC PROVISIONS AND ADDITIONAL DISCLOSURES. PLEASE READ IT CAREFULLY. THE REPO SECURITIES MAY OR MAY NOT BE GUARANTEED BY THE UNITED STATES GOVERNMENT BUT ANY SUCH GUARANTY DOES NOT FLOW TO COMPANY. ALL SECURITIES CARRY INVESTMENT RISK AND MAY LOSE VALUE. THE RATE OF RETURN ON THE REPURCHASE AGREEMENT INVESTMENT IS NOT THE SAME AS THE RATE OF RETURN ON THE UNDERLYING GOVERNMENT SECURITIES. GENERAL BANKING ASSETS MAY BE USED TO SATISFY BANK'S REPURCHASE OBLIGATIONS TO COMPANY. TM-1997 Stagecoach Sweep SeNice Description Revised 12-15-2015 Page 4of8 February 13, 2018 Item #6 Page 193 of 232 10.1. General. If Company has elected an Investment Sweep Option that includes a Repurchase Agreement, then the Master Repurchase Agreement including Annex I between Company and Bank (collectively, "Master Repurchase Agreement") is part of the Service Documentation. If there is a conflict between a tenn in this Service Description and a term in the Master Repurchase Agreement, the term in this Service Description will control. 10.2. Purchases and Sales. In accordance with, and as more particularly described in, the Master Repurchase Agreement, and subject to the limitations described in section 10.3, Bank will sell to Company on each Business Day on which there is a Transferable Balance an interest ("Fractional Interest") in a pool of securities used by Bank as repurchase agreement collateral ("Repo Securities"), which will be described in a written confinnation to Company (see section 10.8). Subject to section 10.3 regarding purchase increments, the price of Company's Fractional Interest ("Purchase Price") will equal the Transferable Balance. The Fractional Interest equals a fraction having the Transferable Balance as its numerator and the market value of the Repo Securities owned by Bank on the purchase date as its denominator. On each Business Day following the sale to Company of a Fractional Interest, Bank will repurchase that Fractional Interest from Company at (a) the Purchase Price thereof, regardless of any fluctuation in the market value of the Repo Securities, payable immediately, plus (b) a rate of return equal to 1/360 of the Pricing Rate, payable at the time agreed by Company and Bank. The "Pricing Rate" is a variable rate determined by Bank from time to time in its sole discretion and will be reflected in the confirmation sent to Company. For advance information regarding the Pricing Rate on any given Business Day, Company may contact its relationship manager at Bank. The Service will be governed by all applicable federal and state laws and regulations, including without limitation any requirements applicable to "public funds". Company represents and warrants to Bank that Company (i) is authorized pursuant to its governing documents and applicable law to enter into repurchase agreements; {ii} is authorized pursuant to its governing documents and applicable law to invest in the type of securities designated by Bank in connection with Company's repurchase agreement transactions; and (iii) has obtained all necessary approvals required by its governing documents and applicable law, including but not limited to resolutions of Company's governing body to enter into the Master Repurchase Agreement. 10.3. Purchase Increments. To avoid odd lot purchases of Repo Securities, Bank may require that Transferable Balances be used to purchase Company's Fractional Interest in increments of $100 (with any unused Transferable Balance remaining in the Account). 10.4. Holding of Securities. Unless required by applicable law, Bank and its custodian will be permitted to hold, transfer and deliver Repo Securities by segregation in bulk together with other securities held for the benefit of other Bank customers pursuant to other repurchase agreements. · On the date that Bank repurchases Company's Fractional Interest, any Repo Securities designated to Company as collateral will be released to Bank's account. Bank acts as Company's agent and in the event of default (i.e., Bank failure) Company has the right to direct Bank to sell the Repo Securities and apply the proceeds in satisfaction of Bank's obligations to Company under this Repurchase Option. 10.5. Right of Substitution. Bank will not have any right of substitution with respect to the Repo Securities. TM-1997 Stagecoach Sweep Service Description Revised 12-15-2015 Page 5of8 February 13, 2018 Item #6 Page 194 of 232 10.6. Margin. Because all repurchase transactions under the Investment Sweep Option are overnight securities transactions backed by the federal government or federal agency securities in which Bank has an interest, Bank will not be required to maintain margin (instead, Company will have the security interest described in section 13.2). In addition, because Company will purchase its Fractional Interest from Bank using the Transferable Balance, and only if a Transferable Balance is available on any given Business Day to execute such transaction, Company will not be required to maintain margin. 10.7. Pledge of Securities. Although the Repo Securities may be guaranteed as to principal and interest by the federal government or by the issuing federal agency, any such guarantee runs only to Bank by virtue of its direct ownership of the Repo Securities and does not extend to Company as a Fractional Interest holder. To collateralize Bank's repurchase obligation, a security interest in certain Repo Securities is transferred to Company. This security interest is described in section 13.2. In addition, the market value of the Repo Securities may fluctuate rendering liquidation insufficient to fulfill the Bank's entire obligation to Company in a default situation. If the liquidation value of the Repo Securities is insufficient for full reimbursement, or if another creditor successfully claims rights to the securities, then Company will have to look to other assets of Bank as an unsecured general creditor for repayment of any uncovered portion of the repurchase obligation. 10.8. Confirmations and Statements. Bank will make a daily confirmation available to Company showing Company's principal sweep amount, purchase date, repurchase date, Fractional Interest, market price and the CUSIP number(s) of the Repo Securities, and accrued rate of return credited for the preceding Business Day. The confirmation, together with the Service Documentation, will constitute conclusive evidence of the terms agreed between Company and Bank with respect to the transaction to which the confirmation relates, unless with respect to the confirmation specific objection is made promptly after receipt thereof. In the event of a conflict between a term of the confirmation and the Service Documentation, the confirmation will control. Bank will also make a periodic statement available to Company showing the Account balance for each day in, and the amount of interest earned for, the statement period. 11. Additional Disclosures Applicable to Wells Fargo Stagecoach Sweep Money Market Mutual Fund Option. MONEY MARKET MUTUAL FUNDS (EACH, A "MMMF") ARE NOT FDIC INSURED, HAVE NO BANK GUARANTY AND MAY LOSE VALUE. AN INVESTMENT IN A MMMF IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AL THOUGH THE MMMFs SEEK TO PRESERVE THE VALUE OF COMPANY'S INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN A MMMF. FOR MORE INFORMATION REGARDING WELLS FARGO FUNDS INCLUDING THE MMMF OPTION COMPANY SELECTED, OBTAIN A CURRENT PROSPECTUS BY CALLING 1-800-260-5969, OR BY VISITING www.wellsfargofunds.com. CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF THE INVESTMENT CAREFULLY BEFORE INVESTING. THIS AND OTHER INFORMATION ABOUT WELLS FARGO FUNDS CAN BE FOUND IN A CURRENT PROSPECTUS. PLEASE READ IT CAREFULLY BEFORE INVESTING. TM-1997 Stagecoach Sweep Service Description Revised 12-15--2015 Page 6of8 February 13, 2018 Item #6 Page 195 of 232 WELLS FARGO FUNDS MANAGEMENT, LLC, A WHOLLY OWNED SUBSIDIARY OF WELLS FARGO & COMPANY, PROVIDES INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES FOR WELLS FARGO FUNDS®. OTHER AFFILIATES OF WELLS FARGO & COMPANY PROVIDE SUB-ADVISORY AND OTHER SERVICES FOR THE FUNDS. THE FUNDS ARE DISTRIBUTED BY WELLS FARGO FUNDS DISTRIBUTOR, LLC, MEMBER FINRA/SIPC, AN AFFILIATE OF WELLS FARGO & COMPANY. 11.1. General. If Company has elected the MMMF Investment Sweep Option, then it acknowledges receiving a copy of the prospectus relating to MMMF shares that will be purchased using this Investment Sweep Option. This prospectus forms part of the Service Documentation and will control over the other Service Documentation with respect to the MMMF shares. 11.2. Purchase of Shares. Bank will transfer funds to purchase shares of the MMMF at their net asset value ("NAV") as determined on the Business Day following the transfer of Company's Transferable Balance to the omnibus deposit account at Bank. Company's shares of the MMMF ("Investment Balance") will be held in Bank's name, as agent on behalf of all of its customers invested in the MMMF, in an omnibus investment account at the custodian for the MMMF. Company's funds held in the omnibus deposit account at Bank are eligible for FDIC insurance; Company's Investment Balance is not FDIC insured. 11.3. Statements. Bank will make a periodic statement available to Company showing the Investment Balance and Company's purchases and redemptions of MMMF shares during the statement period. Company may also telephone Bank at its customer service number (1-800-289-3557) to determine the Investment Balance as of the close of the previous Business Day. 11.4. Termination, Suspension of Service. Company's investment in the MMMF shares will be credited by Bank to the Account within three Business Days from Bank's (i) receipt of a notice from Company to Bank terminating the Service or (ii) suspension of the Service, on the closing price of the Business Day on which Company's MMMF shares are sold. Accrued dividends attributable to the period when the Investment Sweep Option was in effect will be paid no later than the fifth Business Day of the month following the last month that the Investment Sweep Option was in effect. 11.5. Shareholder Communications. All shareholder communications with respect to the MMMF will be forwarded to Company's current address as shown on Bank's records. 11.6. Dividend Accruals. Daily dividend accruals are based on the Investment Balance at the end of each day. If Company's Account is credited for a MMMF redemption on a day preceding a non-Business Day, the redemption amount will be subtracted from the Investment Balance before the non-Business Day dividend accruals are calculated. 12. Additional Disclosures Applicable to Wells Fargo Money Market Savings Account Sweep Option. Company's Savings Account is governed by Bank's Commercial Account Agreement and applicable Treasury Management pricing schedule, both of which are made available separately to Company. 13. FDIC Disclosures. FDIC regulations require all insured depository institutions to disclose in writing to sweep account customers whether funds in a sweep account are deposits within the meaning of 12 U.S.C. 1813(1) and, if the funds are not deposits, the status such funds would have if the depository institution failed. TM-1997 Stagecoach Sweep Service Description Revised 12-15-2015 Page 7of8 February 13, 2018 Item #6 Page 196 of 232 13.1. Wells Fargo Stagecoach Sweep Preferred Option. Funds held on Company's behalf in Bank's Offshore Account are not deposits. If Bank were to fail, these funds would be treated as non-deposit, unsecured, general creditor claims against the receivership and will not be eligible for FDIC insurance or depositor preference status. 13.2. Wells Fargo Stagecoach Sweep Repurchase Agreement Option. Company's Fractional Interest is not a deposit. The Repurchase Agreement Option meets the FDIC's requirements for a properly executed repurchase agreement. If Bank were to fail, Company's funds used to purchase Company's Fractional Interest would not be eligible for FDIC insurance. The FDIC would treat Company as a secured creditor to the extent of the then-current value of Company's Fractional Interest and as an unsecured general creditor to the extent the Repurchase Price exceeded the then-current value of Company's Fractional Interest. 13.3. Wells Fargo Stagecoach Sweep Money Market Mutual Funds Option. Funds held on Company's behalf in the omnibus deposit account at Bank are deposits and are insured under applicable FDIC insurance rules and limits. Company's MMMF shares held in the omnibus investment account in Bank's name at the custodian of the MMMF are not deposits and will not be eligible for FDIC insurance. Company is the owner of its MMMF shares. 13.4. Wells Fargo Money Market Savings Account Sweep Option. Funds held in Company's Savings Account are deposits. © 2015 Wells Fargo Bank, NA All rights reserved. TM-1997 Stagecoach Sweep Service Description Revised 12-15-2015 Page 8 of8 February 13, 2018 Item #6 Page 197 of 232 WELLS FARGO REMOTE DEPOSIT CAPTURE SERVICE DESCRIPTION (Wells Fargo Electronic Depositsm and Desktop Deposit®) • 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") remote deposit capture services (collectively, "Service") and includes: (a) this Service Description; (b) the Acceptance of Service 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 the Service; (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices.; and (f) the then-current Electronic Check Clearing House Organization Operating Rules and Commentary ("ECCHO Operating Rules"). This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company's use of the Service confirms Company's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Service. The Service enables Company to create Electronic Items from eligible paper items and transmit the Electronic Items in an electronic file ("Electronic File") to Bank for review and processing for credit to Company's deposit account at Bank ("Account") in accordance with this Service Documentation. An "Electronic Item" is the electronic image of the front and back of each eligible U.S. Dollar paper item and other information captured from the paper item including without limitation MICR data (and will be deemed to be an "item" for purposes of the Uniform Commercial Code). Bank's Reference Guide for the Service lists eligible U.S. Dollar items (and ineligible items). For each Electronic Item Bank determines is eligible for processing, Bank will: 2.1. create a substitute check as defined in the Account Agreement that Bank will present directly or indirectly to the bank (a) on which the original paper item to which the Electronic Item relates is drawn, or (b) at or through which the original paper item is payable (each, the "Paying Bank"); 2.2. include the Electronic Item in an electronic file for presentment directly or indirectly to the Paying Bank; or TM-1864 Wells Fargo Remote Deposit Capture Service Description Revised 06-16-2014 Page 1 of5 February 13, 2018 Item #6 Page 198 of 232 2.3. post any Electronic Item for which Bank is the Paying Bank. 3. Creating Electronic Items and Transmitting Company's Electronic File to Bank. To create Electronic Items and transmit Company's Electronic File to Bank, Company will use either (a) Bank provided software and Bank provided, certified or approved hardware, or (b) Company's software and hardware or third-party provided software and hardware, provided each generates Electronic Items and Electronic Files that meet Bank's then current standards and specifications. Any third-party processor Company uses to prepare and/or transmit Company's Electronic File is Company's agent, and Company will be responsible for ensuring its agent complies with Company's responsibilities under this Service Description. In particular, each Electronic File Company's agent transmits to Bank will include only Electronic Items payable or endorsed to Company, unless Bank expressly agrees to permit Company's agent to include Electronic Items payable to multiple customers of Bank. 4. Processing Company's Electronic File. Bank will review each Electronic Item and process the Electronic Items Bank determines are eligible for processing on the Business Day Company transmits Company's Electronic File to Bank, if Bank receives Company's Electronic File before the processing deadline Bank separately discloses to Company ("Cut-Off Time") on that Business Day and on the next Business Day if Company transmits Company's Electronic File to Bank after Bank's Cut-Off Time. "Business Day" is every day except Saturday, Sunday and any federal holiday. 5. Exception Items. Each Business Day on which Bank processes Company's Electronic File, Bank may, without liability to Company, reject Electronic Items Bank determines are ineligible for the Service (each, an "Exception Item"). "Exception Item" includes without limitation an Electronic Item that (a) is illegible or contains MICR data that is not machine-readable, (b) was previously processed as an Electronic Item, (c) is drawn on a bank located outside the United States and is not payable at or through a bank located within the United States, or (d) any Electronic Item other than one described in (a), (b), or (c) of this section 5 that applicable law prohibits Bank from accepting through a remote deposit capture platform. Bank will notify Company of each Exception Item through Bank's Commercial Electronic Office® service or other communication channel at Bank's discretion. Company will deposit an Exception Item to Company's Account only by depositing the original Paper Item to which the Exception Item relates or as otherwise agreed by Bank and Company. Even if Bank does not identify an Exception Item when Bank processes the Electronic File that includes the Exception Item, the substitute check or purported substitute check Bank creates from the Electronic Item may be returned to Bank because, among other reasons, the Paying Bank determines it is illegible or missing an image. Bank's failure to identify an Exception Item will not limit Company's obligations to Bank under section 9. 6. Deposits to Company's Account. Bank will be deemed to have accepted each Electronic Item for deposit to Company's Account (other than any Exception Item) (a) on the Business Day Bank processes the Electronic Item (b) at the Bank office where Company's Account is maintained. Funds from these Electronic Items will be made available in accordance with Bank's Funds Availability Policy applicable to Company's Account and will be deemed to be collected in accordance with Bank's Electronic Deposit Collected Funds Schedule which Bank will provide to Company upon request and may amend from time to time. 7. Third-Party Processors. TM-1864 Wells Fargo Remote Deposit Capture Service Description Revised 06-16-2014 Page 2 of5 February 13, 2018 Item #6 Page 199 of 232 7.1. General. This section contains additional terms applicable when Company is a third- party processor. Company is a "third-party processor" when it uses the Service either to (a) create and process an Electronic Item on behalf of a customer or (b) process an Electronic Item one of its customers has created and transmitted to Company. 7.2. Prerequisites for Acting as a Third-Party Processor. Prior to acting as a third-party processor with respect to any customer, Company will conduct due diligence appropriate to the type of Customer (consumer or business). As part of Company's due diligence, at time a customer initially opens an account with Company, Company will obtain the customer's name, Taxpayer Identification Number, and address. In addition, Company will fulfill obligations under applicable law with respect to (a) establishing and maintaining a Customer Identification Program and an Anti-Money Laundering Program and (b) suspicious activity monitoring and reporting. Company will also enter into an agreement with each of its customers which includes (i) provisions paralleling those in this Service Description relating to creating Electronic Items and maintaining the security of original Paper Items; (ii) warranties paralleling each of the warranties Company makes to Bank in this Service Description; (iii) an acknowledgement that Bank may at any time refuse to process Electronic Items for that customer; and (iv) if the customer is a business entity, an obligation that customer, upon request by Company, provide Company the information Company requires to enable Company to understand the nature of the customer's business. 7.3 Risk Parameters; Ongoing Monitoring. For each customer for which Company acts as a third-party processor, Company will, in accordance with reasonable commercial standards, monitor the customer's deposits for suspicious activity including out-of- pattern, duplicate and suspicious Electronic Items on an ongoing basis and take appropriate actions with respect to the customer's account with Company, up to and including refusing to process Electronic Items for the Customer and/or preventing the Customer from transacting on its account(s) with Company. Bank will establish and maintain confidential internal risk parameters for Company's Electronic File but Company is solely responsible for monitoring its customer's Electronic Items. 8. Company's Representations and Warranties. Company represents and warrants to Bank Company will: 8.1. use the Service only for eligible paper items payable to or endorsed for deposit by Company (unless Bank expressly agrees otherwise); 8.2. transmit to Bank only Electronic Items suitable for pr-ocessing including without limitation legible Electronic Items containing machine-readable MICR data; 8.3. not transmit to Bank any Electronic Item that duplicates an Electronic Item previously transmitted to Bank or that did not originate as an eligible paper item; 8.4. maintain control over and sole responsibility for secure retention and destruction of each original eligible paper item for which Company or one of Company's customers has created an Electronic Item (including the security and integrity of nonpublic personal information appearing on the original paper item throughout the transmission flow and while in storage) and properly secure all hardware Company uses in connection with the Service at all times; TM-1864 Wells Fargo Remote Deposit Capture SeNice Description Revised 06-16-2014 Page 3of5 February 13, 2018 Item #6 Page 200 of 232 8.5. not transmit to Bank, deposit to Company's Account, or otherwise negotiate any original eligible paper item with respect to which Company has transmitted an Electronic Item to Bank, unless Bank has notified Company that the Electronic Item is an Exception Item; 8.6. if Company uses an agent to create Electronic Items and/or transmit Company's Electronic File to Bank, Company will ensure its agent includes only Electronic Items payable to Company in an Electronic File, unless Bank expressly agrees to permit the agent to include Electronic Items payable to multiple customers of Bank; and 8.7. if Company is a third-party processor as set forth in section 7 of this Service Description, comply with section 7 of this Service Description. 9. Company's Agreement to Indemnify Bank. Company wlll indemnify, defend, and save harmless Bank, its parent company, and its affiliates and each of their respective directors, officers, employees, and agents (collectively in this section 9, "lndemnitees") from and against all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered (collectively, "Losses and Liabilities") by lndemnitees arising directly or indirectly from or related to: 9.1. Any negligent or intentional act or omission by Company in the performance of its obligations under this Service Description including without limitation failing to maintain control over and sole responsibility for secure retention and destruction of each original paper item for which Company has created an Electronic Item (including the security and integrity of nonpublic personal information appearing on the original paper item throughout the transmission flow and while in storage), in which event Losses and Liabilities will include without limitation consequential damages; 9.2. Any material breach in a representation, warranty, covenant, or obligation of Company contained in this Service Description; 9.3. Bank acting as a "reconverting bank" under the Check Clearing for the 21st Century Act through the creation of "substitute checks" or purported substitute checks using an Electronic Item, an Exception Item or an Electronic File, in which event Losses and Liabilities will include without limitation consequential damages; and 9.4. Bank presenting an Electronic Item to the Paying Bank for payment. 10. Termination. In addition to its rights to discontinue providing Services under the Master Agreement, Bank may discontinue providing the Service to Company immediately upon notice if Bank determines in its sole discretion that Company has breached any of Company's obligations under sections 8 or 9 of this Service Description. 11. Additional Controls on Company. 11.1. General. In FIL-4-2009, Risk Management of Remote Deposit Capture ("RDC") Guidelines, the FFIEC sets forth guidelines for agreements between a financial institution and its RDC customers. In accordance with these guidelines, Bank has the authority upon reasonable prior notice to Company to (a) mandate specific internal controls at Company's locations, (b) periodically audit or require audits of Company's RDC operations including Company's IT infrastructure at Company's expense, and (c) request additional information about Company. TM-1864 Wells Fargo Remote Deposit Capture Service Description Revised 06-16-2014 Page 4 of5 February 13, 2018 Item #6 Page 201 of 232 11.2. Company's Internal Controls. Company will establish internal controls related to Company's RDC operations. Upon reasonable request, Company will provide Bank with information about its internal controls and will work in good faith with Bank to resolve any concerns that Bank identifies with respect to such internal controls. 11.3. Company's Consumer Complaints. Bank may upon reasonable prior notice to Company request information about (a) Company's procedures for handling consumer complaints relating to Company's RDC product ("consumer complaints"), (b) the number of consumer complaints Company received in the prior calendar quarter, and (c) the then current status of each consumer complaint. 12. Survival. Sections 8 and 9 of this Service Description will survive termination of the Service. © 2014 Wells Fargo Bank, N.A. All rights reserved. TM-1864 Wells Fargo Remote Deposit Capture SeNice Description Revised 06-16-2014 Page 5of5 February 13, 2018 Item #6 Page 202 of 232 ACCOUNT RECONCILIATION PLAN SERVICE SERVICE DESCRIPTION • 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") Account Reconciliation Plan 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 the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company's use of the Service confirms Company's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Services. Bank's ARP Services enable Company to use Bank to (a) store information about Items Company issues on demand deposit accounts that Company enrolls in the Services (each, an "Account"); and (b) process the information in accordance with the Service option(s) that Company elects during the set up process for the Services and from time to time thereafter. Bank's User Guide for the Services details the Service options. "Item" is defined in Bank's Commercial Account Agreement. 3. Issued Check Information. If Company elects Bank's full ARP Service, each Business Day prior to the cutoff time Bank separately discloses,Company will provide Bank with the issue date, serial number and dollar amount of each Item Company issues on the Account ("Issued Check Information") using the communication channel(s) Company elects. If Company elects Bank's Deposit Location Reporting Service, Company will provide Bank with a list of Company's location numbers and names and may amend the list from time to time by notifying Bank in writing. 4. Stop Payment Orders. If Company uses the Service to place a stop payment order on any Item, Company understands that (a) Bank's Commercial Account Agreement governs the stop payment order; (b) each stop payment order is subject to Bank's verification that the Item described in the stop payment order has not been paid; and (c) this verification may occur a minimum of ninety (90) minutes after the time Company transmits the stop payment order to Bank. © 2014 Wells Fargo Bank, N.A. All rights reserved. TM-1408 Account Reconciliation Plan Service Description Revised 04-30-2014 Page 1 of 1 February 13, 2018 Item #6 Page 203 of 232 TARGET BALANCE ACCOUNT SERVICE DESCRIPTION • 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank'') Target Balance Account service ("Service") and includes: (a) this Setvice 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 the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company's use of the Service confirms Company's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Service. If Company maintains multiple accounts at Bank, Company may designate in writing one such account as its "Principal Account" and one or more additional accounts as "Target Balance Accounts". For each Target Balance Account, Company will separately specify to Bank in writing the Ledger Balance or Collected Balance which Company wishes to maintain in such account (the "Target Balance"). At the end of each Business Day, Bank will determine the applicable balance on deposit in each Target Balance Account. If the applicable balance in a Target Balance Account exceeds its Target Balance, Bank will transfer from the Target Balance Account to the Principal Account such funds as are necessary to bring the applicable balance to the Target Balance. If the applicable balance is less than the Target Balance, Bank will transfer from the Principal Account to the Target Balance Account such funds as are necessary to bring the applicable balance to the Target Balance. Bank may, but will not be required to, transfer funds if the transfer would create an overdraft or exceed the Collected Balance then on deposit in the Principal Account. © 2014 Wells Fargo Bank, N.A. All rights reserved. TM-1414 Target Balance Account Service Description Revised 04-30-2014 Page 1 of 1 February 13, 2018 Item #6 Page 204 of 232 RETURNED ITEM SERVICE DESCRIPTION • 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") Returned Item 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 the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company's use of the Service confirms Company's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a chanje to this Service Description, Bank will post an updated Service Description on the CEO portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Bank's Returned Items Services. A "Returned Item" is an Item that is returned to Bank unpaid after Company deposits it to an account at Bank (or another financial institution) that Company has enrolled in one or more of Bank's Returned Item Services (each, "Account"). Bank's Returned Item Services include: (a) Special Instructions regarding the handling of Company's Returned Items (section 4); (b) Returned Item Decisioning through Bank's CEO® portal (section 5); (c) Electronic Returns through which Bank submits Company's Returned Items as RCK entries in accordance with the National Automated Clearing House Association ("NACHA") Operating Rules and Guidelines as supplemented by any applicable operating rules of any automated clearing house of which Bank is a member, each as may be amended from time to time (together, "NACHA Rules") (sections 6-11); (d) Centralized Return Processing through which Bank processes Company's Returned Items as Company's centralized return processor (sections 12-15); (e) Returned Item Forwarding through which Bank forwards Returned Items Bank receives on Company's Accounts at Bank to Company's centralized returns processor (section 16); and (f) Returned Item Service Fee Recovery through which Bank issues MICR drafts to recover service fees Company assesses on its customers in connection with Returned Items (section 17). TM-2163 Returned Item Service Description Revised 02-01-2017 Page 1 of4 February 13, 2018 Item #6 Page 205 of 232 3. Rules Applicable to Bank's Returned Item Services. Bank will provide the Services to Company in accordance with: 3.1. the Service Documentation including without limitation the User Guide that Bank makes available to Company at www.wellsfargo.com; and 3.2. State and federal laws and regulations and clearinghouse rules applicable to a Returned Item which may include Federal Reserve Board Regulation CC Subpart C relating to the collection of checks ("Reg CC"), Federal Reserve Board Regulation E ("Reg E") and, in the case of Bank's Electronic Returns Service, when Bank originates an RCK entry on Company's behalf, the NACHA Rules. 4. Special Instructions Service. When Company enrolls in Bank's Special Instructions Service, Bank will process Company's Returned Items in accordance with the Special Instructions Company communicates to Bank from time to time. 5. Returned Item Decisioning Service. When Company enrolls in Bank's Returned Item Decisioning Service, Bank will use the CEO® portal to notify Company of Returned Items Bank receives prior to the cut off time Bank separately discloses to Company each Business Day. Each Returned Item will be listed by the default disposition (redeposit or chargeback) Company separately selects. Prior to the daily deadline Bank separately discloses, Company will review the Returned Items and accept or change the disposition of each Returned Item Bank identifies as eligible for decisioning through the CEO® portal. Bank will process each Returned Item not accepted or changed by this deadline according to Company's default disposition on file with Bank. 6. Electronic Returns Service. When Company enrolls in Bank's Electronic Returns Service, Bank submits RCK entries for Company's Returned Items that Bank, using a data-based decisioning method, has determined qualify as RCK entries under the NACHA Rules. The financial institution on which a Returned Item was drawn may reject any RCK entry without liability to Bank. The NACHA Rules require the originator of an RCK entry to make certain representations and warranties with respect to the original item for which the RCK entry is initiated. If Bank incurs any liability for breaching any of these warranties, Bank will look to Company to reimburse Bank. 7. Authorization. Company represents and warrants to Bank that the issuer of any Returned Item has authorized Company to represent the Returned Item electronically and that such authorization is in all respects legally sufficient under applicable law. 8. Rejected Entries. In the event any RCK entry submitted on behalf of Company is rejected by the ACH for any reason and sufficient data is available to Bank to permit it to repair the RCK entry, Bank will make the repair. Company will provide to Bank on request all information necessary to repair any RCK entry or file of RCK entries. 9. Representment/Returned Check Fees. Company acknowledges that the NACHA Rules do not allow collection of fees associated with a represented item by means of a single RCK entry in the amount of both the represented item and associated fees. Company represents and warrants that each item it deposits to its Account at Bank or another financial institution will only be for the amount of the item, and will not include any amoynt for a representment/returned item fee or similar fee. TM-2163 Returned Item Service Description Revised 02-01-2017 Page 2 of4 February 13, 2018 Item #6 Page 206 of 232 10. Provisional Credit. Any credit to Company's Account in connection with an RCK entry is provisional until such time as settlement for the RCK entry becomes final. In the event any RCK entry is returned or an adjustment memorandum is received with respect to the RCK entry, Company will immediately deposit with Bank sufficient good and collected funds to cover the returned RCK entry or adjustment memorandum. Company authorizes Bank to debit any of Company's account(s) for the amount of any such returned RCK entry or adjustment memorandum. 11. Reimbursement. Unless it results solely from Bank's negligence or intentional misconduct, Company will indemnify and reimburse Bank from and against any and all Losses and Liabilities that Bank incurs either directly or indirectly, in connection with (a) the breach of any warranty Bank makes under the NACHA Rules or Company makes in the Service Description, or (b) any action Company asks Bank to take in connection with Bank's Electronic Returns Service. 12. Centralized Check Return Service. When Company enrolls in Bank's Centralized Check Return Service, Bank processes Returned Items from Company's Account(s) at Bank and financial institution(s) other than Bank with which Company arranges for Bank to provide the Service. Company will place a special endorsement on the back of each check or other item it intends to deposit with a financial institution other than Bank that, upon dishonor, it wishes to have returned to Company's Centralized Return Account at Bank. This endorsement is the "centralized returns endorsement". It will include all of the information required by 12 CFR §229.35 (as amended from time to time) to be included in an endorsement made by a bank of first deposit and, to the extent possible, conform to the form of such an endorsement. The centralized returns endorsement will be designed to be more prominent than the endorsement of the actual depositary bank and thereby increase the likelihood that the paying bank or other payor and any subsequent returning bank will identify Bank as Bank of first deposit. Bank, upon request, will supply Company with endorsement stamps or examples of endorsement stamps that satisfy the requirements of this section. 13. Relation of Multiple Endorsements. Company understands (a) the centralized returns endorsement is in addition to, and not in place of, the endorsement placed on an Item by the depositary bank; (b) the centralized returns endorsement may or may not obscure, in whole or in part, the endorsement placed on the Item by the depositary bank; and (c) the endorsement placed on each Deposited Item by the depositary bank may or may not obscure, in whole or in part, the centralized returns endorsement. 14. Delayed Returns; Lost Instruments; Liability; Indemnification. With respect to where to return checks, 12 CFR §§229.30(g) and 229.31(9), respectively, provide that paying and returning banks may rely on any routing number that appears on a returned check as that of the bank of first deposit. This means a Returned Item may be returned to either Bank or to the actual depositary bank. It also means there may be a significant delay in Bank's receipt of a Returned Item. Company, not Bank, is solely responsible for any and all claims, damages, losses, and expenses of any kind including without limitation attorney's fees and costs (collectively, "Losses and Liabilities") that may arise, either directly or indirectly, in connection with any delay in the return of any Returned Item. Company agrees to indemnify and hold Bank, its directors, officers, employees and agents (collectively, "Indemnified Persons") harmless from all Losses and Liabilities arising out of or in any way connected with acts or omissions by Bank or any such TM-2163 Returned Item Service Description Revised 02-01-2017 Page 3of4 February 13, 2018 Item #6 Page 207 of 232 indemnified party in connection with the delay in the return of any Item deposited to Company's account at another financial institution . 15. Bank's Right to Chargeback Returned Items. Bank may chargeback a Returned Item to any account Company owns in whole or in part at Bank or any affiliate of Bank without regard to whether the Returned Item was initially deposited to Company's Account at Bank or at another financial institution. 16. Returned Item Forwarding. When Company enrolls in Bank's Returned Item Forwarding Service, Company will place its centralized returns endorsement identifying Company's centralized return processor on the back of each check or other item it deposits to its Account(s) at Bank that, upon dishonor and subsequent receipt by Bank, it wishes Bank to forward to Company's Centralized Return processor. Bank will forward Company's Returned Items that Bank receives to Company's centralized return processor. Company acknowledges the possibility of a delay in its centralized return processor's receipt of a Returned Item that is first received by Bank and agrees Section 14 of this Service Description including Company's agreement to indemnify Indemnified Parties applies to Losses and Liabilities of any Indemnified Party in connection with Bank's Returned Item Forwarding Service. 17. Returned Item Service Fee Recovery. When Company enrolls in Bank's Returned Item Service Fee Recovery Service, Bank issues a MICR draft on the account of the issuer of a Returned Item in the amount to which Company and Bank separately agree will be Company's Returned Item service fee. Company represents and warrants to Bank that Company has properly disclosed to all its customers that it assesses a service fee for checks returned unpaid for any reason. 18. Company's Agreement to Indemnify Bank. Company will indemnify, defend, and save harmless the Indemnified Persons from and against all Losses and Uabilities awarded against or incurred or suffered by Indemnified Persons arising directly or indirectly from or related to: 18.1. Any material breach in a representation, warranty, covenant, or obligation of Company contained in the Service Documentation; 18.2. The violation of any applicable law, statute, or regulation or of the Rules Applicable to Bank's Returned Items Services including without limitation Reg CC, Reg E and the NACHA Rules in the performance of Company's obligations under the Service Documentation; 18.3. A breach of any warranty Bank makes under the NACHA Rules in connection with Bank's Electronic Returns Service under this Service Description ; and 18.4. Any negligent or intentional act or omission by Company in the performance of its obligations under the Service Documentation. 19. Survival. Sections 6, 7, 9, 14, 16 and 18 of this Service Description will survive termination of the Service. © 2017 Wells Fargo Bank, NA All rights reserved. TM-2163 Returned Item Service Description Revised 02-01-2017 Page 4 of4 February 13, 2018 Item #6 Page 208 of 232 POSITIVE PAY SERVICE DESCRIPTION • 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank'') Positive Pay services (each, a "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 the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices. This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company's use of the Service confirms Company's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Service. The Service enables Company to instruct Bank to pay or return counterfeit Checks, Checks otherwise not validly issued and certain altered Checks presented to Bank for payment on the deposit account(s) at Bank that Company enrolls in the Service (each, an "Account"). Each Business Day, Bank electronically compares the serial number and numeric amount of each Check presented to Bank for payment before Bank's separately- disclosed cutoff time on the prior Business Day to Company's Check Issue Data (see section 5). In accordance with section 7, Bank will notify Company of each Check that does not match Company's Check Issue Data (each, an "Exception Item") and will pay or return each Exception Item in accordance with this Service Description. Bank separately reviews each "directly- presented Check" (see section 10). "Check" refers to each check presented for payment on Company's Account, whether it is counterfeit, not validly issued, altered or validly issued by Company. A "Business Day" is every day except Saturdays, Sundays, and federal holidays. Except as otherwise provided in this Service Description, enrollment in Bank's Account Reconcilement Plan ("ARP") Service is required. 3. Service Options. Company may enroll an Account in one of two options of the Service, The Service options differ based on (a) when Bank electronically compares a Check to Company's Check Issue Data (before or after posting the Check to Company's Account); (b) Bank's handling of errors on Checks; (c) the content of Bank's report to Company of discrepancies between a Check and Company's Check Issue Data ("Exceptions Report"); and (d) the time by which Company must notify Bank of Company's pay or return decision ("Decision Deadline"), as specified in the Exceptions Report. Each discrepancy is an "Exception," and each Check with a discrepancy is an "Exception Item." Bank reserves the right to determine the nature of the review it performs of any Check based on the channel through which Bank receives the Check and other criteria Bank establishes from time to time. TM-1418 Positive Pay Service Description Revised 06-21-2017 Page 1 of4 February 13, 2018 Item #6 Page 209 of 232 3.1. Perfect Presentment® Positive Pay. Bank electronically compares a Check to Company's Check Issue Data prior to posting the Check to Company's Account. Each Check with error(s) that Bank can correct, such as an encoding error, will be corrected, so that the Exceptions Report includes only unresolved Exception Items. This option is offered only on an Account enrolled in Bank's Controlled Disbursement Service. \ 3.2. Positive Pay and Positive Pay Only. Bank electronically compares a Check to Company's Check Issue Data after posting the Check to Company's Account. Bank then reviews each Exception Item, and reverses and reposts each Exception Item with error(s} that Bank can correct, such as encoding errors, so that the Exception Report includes only unresolved Exception Items. Enrollment in Bank's ARP Service is not required for Positive Pay Only. 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 threshold determined by Bank (the "Payee Validation threshold") to the payee's name in Company's Check Issue Data. If there is a discrepancy between the two names that is not within parameters Bank establishes, Bank will (a} include the Check as an Exception Item in Company's Exceptions Report (and the discrepancy will constitute an Exception), or (b) manually review the Check. Bank will not perform Payee Validation with respect to a Check if (c) Company fails to include the payee's name on the Check in Company's Check Issue Data; (d) Bank does not receive Company's Check Issue Data for the Check before the cutoff time Bank separately discloses; or (e) Company requests Bank add the payee's name manually to Check Issue Data Company has previously provided to Bank. Bank will reimburse Company for the face amount of any Check under the Payee Validation threshold Bank pays if Company incurs a loss as a result of an unauthorized alteration of the payee's name on the Check, except if the Check with the unauthorized alteration is hand-written or if Bank fails to identify an alteration or other exception in the payee's name because Company has (x) truncated the payee's name in Company's Check Issue Data, or (Y) elected to use customized 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 serial number and numeric amount, and if Company has selected Payee Validation, the payee's name (or truncated name). As detailed in Bank's User Guide for the Service, a "truncated name" is the portion of a payee's name Company includes in its Check Issue Data based on the option it has elected from the options for truncation Bank offers. Each Business day not later than the cutoff time Bank separately discloses, Company will provide Bank with the Check Issue Data for all issued Checks in the format, through the medium, and at the place(s) Bank specifies. Company will not distribute any Check before it has included the Check in the Check Issue Data it has provided to Bank. In performing the Service, Bank will use only the Check Issue Data Company provides to Bank. Bank will not electronically or manually compare a Check with an issue date after the current Business Day against the Checks presented for payment on the Account until the issue date contained on Company's future-dated Check register matches the current Business Day's calendar date. Bank will not accept Check Issue Data containing an issue date more than forty-five (45) calendar days in the future. 6. Payment of Matching Checks. If a Check presented to Bank matches the Check Issue Data Company has provided to Bank (a "Matching Check"}, Bank will make final payment on the Check and charge the Check to Company's Account (subject to section 13). 7. Notification of Exception Item; Image of Exception Item. 7.1. Electronic Comparison. When Bank identifies an Exception Item through its electronic comparison process, Bank notifies Company of the Exception Item through the TM-1418 Positive Pay Service Description Revised 06-21-2017 Page 2of4 February 13, 2018 Item #6 Page 210 of 232 Exceptions Report Bank makes available to Company via Bank's Commercial Electronic Office® (CEO®) portal. 7.2. Manual Review. When Bank manually reviews a Check in accordance with section 4 and identifies a payee name discrepancy, Bank will use its best efforts but in no event make more than one attempt to notify Company of the discrepancy by telephoning Company at the number Bank has on file for Company. 7.3. Holdover Exception Items. This subsection applies when Company has enrolled its Controlled Disbursement Account in Bank's Perfect Presentment Positive Pay Service. A "Holdover Exception Item" is an Exception Item Bank identifies after Bank prepares and transmits the Exceptions Report to Company. Bank will use its best efforts but in no event make more than one attempt to notify Company of each Holdover Exception Item by telephoning Company at the number Bank has on file for Company. 7.4. Image of Exception Item. Bank will use reasonable efforts to provide an image of any Exception Item (including a Holdover Exception Item) to Company, but Bank will have no liability if Bank is unable to do so prior to Company's Decision Deadline. 8. Default Options. A "Default Option" is the action Bank takes with respect to each Exception Listed in the Exceptions Report (see subsection 7.1) if Company does not instruct Bank to pay or return it before the Decision Deadline applicable to it (see subsection 9.3). Bank offers two Default Options: (a) "Return", under which Bank returns the Exception Item to the bank of first deposit marked "refer to maker'' even if Company validly issued the Exception Item (and does not charge it to Company's Account); or (b) "Pay", under which Bank charges the Exception Item 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 Pay or Return Decision. Company will make its pay or return decision based on the information about the serial number and amount of the Exception Item in the Exceptions Report, and if Company has elected Payee Validation, on any payee information Bank provides to Company. 9.2. Instructions Prior to Decision Deadline. If, prior to Company's Decision Deadline, Company instructs Bank to pay or return an Exception Item, Bank will follow Company's instructions (subject to section 13). For each Exception Item, Company will use the same communications channel to instruct Bank that Bank used to notify Company of the Exception Item. If Bank included the Exception Item on the Exception Report Bank makes available to Company via the CEO® portal, Company will use the CEO® portal to communicate its instruction regarding the Exception Item to Bank. If Bank attempted to contact Company by telephone, Company will telephone Bank to communicate its instruction. 9.3. No Instructions Prior to Decision Deadline. If Company does not instruct Bank prior to Company's Decision Deadline with respect to an Exception Item described in subsection 7.1, Bank will process the Check in accordance with Company's Default Option. If Bank is unable to obtain Company's instructions prior to the Decision Deadline regarding an Exception Item described in subsection 7.2, Bank will return the Exception Item unpaid (regardless of Company's Default Option). If Bank is unable to obtain Company's instructions prior to the Decision Deadline regarding a Holdover Exception Item described in subsection 7 .3, Bank will process the Holdover Exception ltem in accordance with Company's Default Option. 10. Directly-Presented Checks. A "directly-presented Check" is a Check Bank receives for deposit or encashment at a Bank branch or through a depository channel that may present TM-1418 Positive Pay Service Description Revised 06-21-2017 Page3of4 February 13, 2018 Item #6 Page 211 of 232 higher risk as Bank determines in its sole discretion from time to time. The risk is Bank may be required to make proceeds from a directly-presented Check available before Company could review and timely decision Bank's Exceptions Report on which Bank would identify the directly- presented Check as an Exception Item. When Company's Check Issue Data on file with Bank does not include a directly-presented Check at the time Bank receives the Check, Bank will (a) take those steps as Bank, in its sole discretion, determines are commercially reasonable to review and accept the Check for deposit or encashment, or (b) refuse to accept the Check for deposit or encashment. Bank may vary these steps depending on the channel through which Bank receives a directly-presented Check. Company may instruct Bank to exclude all directly- presented Checks from this process, in which event each directly-presented Check will be deemed to be a Matching Check, even if it is not included in Company's Check Issue Data on file with Bank at the time Bank receives it for deposit or encashment. 11. Limitation of Liability and Indemnification. Bank will pay each Check Company has authorized Bank to pay in accordance with this Service Description (including each Matching Check) and each Check Company is deemed to have authorized Bank to pay (including each Check Bank pays in accordance with Company's Default Option) without performing any Check verification procedure other than those procedures described in this Service Description. Bank will have no liability for paying a Matching Check or an Exception Item Company is deemed to have 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 Check that Bank pays in accordance with this Service Description will be deemed to be properly payable, and each Check that Bank returns in accordance with this Service Description will be deemed not to be properly payable. Without limiting the indemnification provisions contained in the other Service Documentation, Company (i) indemnifies and holds Bank harmless from any and all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) that Bank may suffer or incur as a result of Bank's payment or return of a Check at Company's instruction or otherwise in accordance with sections 9 or 1 O of this Service Description, and (ii) releases and forever discharges Bank from all claims and damages, whether known or unknown, liquidated or unliquidated, contingent, direct or indirect. which Company has, or claims to have against Bank relating to the payment or return of any Check in accordance with this Service Description. 12. Stop Payment; Cancel and Void Instructions; Stale-Dated Checks. Company will not use the Service as a substitute for Bank's stop payment service. Company will follow Bank's standard stop payment procedures if it desires to stop payment on a Check that was validly issued. Company will use (a) a cancel instruction only to delete an outstanding Check included in its Check Issue Data and (b) a void instruction only to notify Bank that a Check included in Company's Check Issue Data has been destroyed and will not be re-issued. Bank will have no liability for failing to follow Company's cancel or void instruction for any Check on which Bank has made final settlement. If Company elects to use Bank's "stale-dated" feature, Bank will return each Matching Check other than a directly-presented Check that is stale-dated unless Company instructs Bank to pay the Check. A Check is "stale-dated" when it is a Matching Check with an issue date exceeding the number of months Company elects as its stale date. 13. Bank's Right to Return Checks. Nothing in this Service Description will limit Bank's right to return any Check that Company has authorized Bank to pay in accordance with this Service Description if Bank determines (a) the Check is not properly payable for any reason (without Bank's agreeing to, or being required tQ, make such determination in any circumstance), or (b) there are insufficient collected and available funds in the Account to pay the Check. As between Company and Bank, any determination by Bank not to pay a Check will not constitute wrongful dishonor of such Check. 14. Survival. Sections 4, 5, 7, 9, 10, 11 and 13will survive termination of the Service. © 2017 Wells Fargo Bank, NA All rights reseived. TM-1418 Positive Pay SeNice Description Revised 06-21-2017 Page 4of4 February 13, 2018 Item #6 Page 212 of 232 PAYMENT AUTHORIZATION SERVICE DESCRIPTION • 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") Payment Authorization 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 the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company's use of the Service confirms Company's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Service. Company may, by executing and delivering to Bank a Payment Authorization Service Set-up Form, elect to utilize the Service for deposit accounts which Company maintains at Bank (each an "account"). Under the terms of the Service, Bank will without Company's specific approval as to any particular Item, (a) automatically return unpaid (marked "REFER TO MAKER") Items drawn against the account which are presented to Bank, and which exceed the "Maximum Dollar Authorized Payment Amount" specified on the Setup Form, (b) refuse encashment of Items drawn against the account which are presented to Bank through its branch/store network, and which exceed the "Maximum Check Cashing Amount" specified on the Setup Form, (c) refuse withdrawal requests against the account which are presented to Bank through its branch/store network, and which exceed the "Maximum over the Counter Withdrawal Amount" specified on the Setup Form, and/or (d) refuse encashment of Items drawn against the account which are presented to Bank through its branch/store network, and which are made payable to an individual. © 2014 Wells Fargo Bank, NA All rights reserved. TM-1420 Payment Authorization Service Description Revised 04-30-2014 Page 1 of1 February 13, 2018 Item #6 Page 213 of 232 INFORMATION REPORTING and IMAGE DELIVERY SERVICE DESCRIPTION • 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") information reporting and image delivery ("Service") and includes: (a) this Service Description; (b) the Acceptance of Services, Treasury Management Product Enrollment form, or other product enrollment form acceptable to Bank (each, "Acceptance"); (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Customer uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices. This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Customer's use of the Service confirms Customer's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on Bank's CEO portal. When required by applicable law, Bank will notify Customer of the update. If Customer continues to use the Service after the update takes effect, Customer will be deemed to have agreed to the update. 2. Description of Services. Through the Service, Bank makes available to Customer data regarding transactions on and/or images of Items posted to (or other instruments processed through) deposit account(s) at Bank that Customer enrolls in the Service (each, "Account"). The data and images are referred to collectively in this Service Description as "information_" The methods used to make information available to Customer include without limitation BAI File Transfer, Bank's CEO portal, physical media (CD-ROM and DVD), transmission, Machine-to- Machine ("M2M"), and an Application Programming Interface ("API") through Bank's Gateway. Depending on the Service Customer elects, the information may include images of items or other instruments (a) posted to or processed through the Account; (b) cashed or collected by Bank or accepted for deposit to the Account; and (c) returned unpaid to the Account. "Item" is defined in Customer's Account agreement. Images of posted Items that have been converted pursuant to the National Automated Clearing House Association Rules may not be available through the Service. Bank also offers an optional service through which Customer can place stop payment orders. 3. Software Sublicense. If a software license or sublicense is required for Customer to access the Service ("Software Sublicense"), Bank will make the terms of the Software Sublicense available to Customer as part of the set up process for the Service. Customer will be required to accept the Software Sublicense before being allowed to access the Service. Bank may terminate any Service requiring use of a Software Sublicense immediately on written notice to Customer, including without limitation if Customer fails to comply with the Software Sublicense. TM-1431 Information Reporting and Image Delivery Service Description Revised 08-16-2017 Page 1 of2 February 13, 2018 Item #6 Page 214 of 232 4. Stop Payment Orders. If Customer elects a Service through which Customer is able to place stop payment orders, Customer's rights and Bank's obligations with respect to any stop payment order will be determined in accordance with the applicable Account agreement. 5. Survivorship. Sections 3 and 4 will survive the termination of the Service. © 2017 Wells Fargo Bank, N.A. All rights reserved. TM-1431 Information Reporting and Image Delivery Service Description Revised 08-16-2017 Page 2 of2 February 13, 2018 Item #6 Page 215 of 232 COMMERCIAL ELECTRONIC OFFICE® ("CEO"®) SERVICE •• • DESCRIPTION 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") Commercial Electronic Office® service ("Service") and includes: (a) this Service Description; (b) the Acceptance of Services, Treasury Management Product Enrollment form, or other product enrollment form acceptable to Bank (each, "Acceptance"); (c) the Master Agreement for Treasury Management Services ("Master Agreement"); (d) the account agreement governing the account(s) Customer uses in connection with the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices. This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Customer's use of the Service confirms Customer's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Customer of the update. If Customer continues to use the Service after the update takes effect, Customer will be deemed to have agreed to the update. 2. Description of Service. The CEO® portal is Bank's electronic banking portal that 1s accessed via the Internet. Authorized Representatives (see section 3) may use the CEO® portal to access (a) Bank Services in which Customer has separately enrolled (each, an "Accessed Service") and (b) third-party sites Bank may make available through the CEO® portal. Bank offers different channels through which Customer may access the CEO® portal that may include without limitation personal computers and mobile devices. Bank may add or eliminate channels at any time. A Bank Service or third party site accessible through one channel may not be accessible through another channel. The Service Documentation includes the Service Description for each Accessed Service. In the event of a conflict between the Service Description for the Accessed Service and this Service Description, the Service Description for the Accessed Service will control. 3. Access to the CEO® portal. When Customer enrolls in the CEO® portal and as Bank may determine is necessary after enrollment, Bank will (in accordance with section 4) provide one or more secure means of accessing the Services (each, a "Log-On Credential") to the persons who are authorized to access the CEO® portal on Customer's behalf (each an, "Authorized Representative"). Log-On Credentials may include without limitation Customer and user IDs, passwords, token IDs and other means of providing secure access to the CEO® portal Service that Bank adopts after the date Customer begins using the CEO® portal and may be changed by Bank at any time. Bank will have no obligation to Customer to verify or authenticate separately TM-1426 Commercial Electronic Office ("CEO'/IJ'? Service Description Revised 10-20-2016 Page 1 of3 February 13, 2018 Item #6 Page 216 of 232 any communication Bank receives in Customer's name through the CEO® portal, whether or not an Authorized Representative actually issued the communication. Bank may, at Bank's sole option, contact Customer with respect to any communication Bank receives in Customer's name, but Bank's election to contact Customer with respect to one or more communication will not obligate Bank to contact Customer with respect to any subsequent communication Bank receives in Customer's name. 4. Administration of the CEo® Portal. 4.1. General. Bank offers two options for administering the CEO® portal: (a) self- administration and (b) Bank administration. 4.2. Self-Administration. If Customer enrolls in Bank's self-administration option, there are three categories of Authorized Representatives: Customer Administrator, Administrator or User. Unless Customer and Bank separately agree, Bank provides Bank's then- current Log-On Credentials only to Customer's initial Customer Administrator(s) who will (a) assign Bank's Log-On Credentials to other individuals and (b) designate each such individual as (i) a Customer Administrator, who may perform all functions of Customer's initial Customer Administrator; (ii) an Administrator, who may perform all the functions of an Administrator including without limitation designating other Administrator(s) and User(s); or (iii) a User, who may access those Services as designated by a Customer Administrator or an Administrator and those in which Bank permits a User to self-enroll. Each Customer Administrator and Administrator has the authority to enroll Customer in additional Services. Customer will promptly revoke the Log-On Credentials of any Authorized Representative when that individual is no longer an Authorized Representative. Customer and Bank may agree separately that in addition to Company's use of self-administration as described in this section 4.2., Company may request that Bank assign Bank's then-current Log-On credentials to each User Customer designates in writing to Bank as Bank would if Customer elected Bank administration under section 4.3. Customer's designation to Bank will specify the Services which the User is authorized to access in addition to those Services in which Bank permits a User to self-enroll. Each User to whom Bank assigns Log-On credentials will remain authorized until the earlier of the removal of the User by Company through self- administration or by Bank through Bank administration within a reasonable time after receiving Customer's written notification that the User is no longer so authorized. 4.3. Bank Administration. If Customer does not enroll in Bank's self-administration option, there is one category of Authorized Representatives: Users. Bank will assign Bank's then-current Log-On credentials to each User Customer designates. Each User Customer designates will remain authorized until Bank has a reasonable time to act after receiving Customer's notification that the User is no longer so authorized. 5. Restricting or Terminating Access to the CEO® Portal. Bank will not be obligated to permit any Authorized Representative to use any Service through the CEO® portal if Bank determines such use is (a) not in accordance with any term applicable to the CEO® portal, (b) not permitted by Applicable Law, (c) not authorized by Customer or any third party whose authorization Bank believes is necessary for such use, or (d) should be denied for Customer's or Bank's protection (without Bank's agreeing to, or being required to, make this determination in any circumstance). 6. Financial Information. Financial market data, quotes, news, research, and other financial information developed by third parties and transmitted to Bank (collectively, "Financial Information") may be available to Customer at the CEO® portal. The posting of any Financial Information or any other information or data at the CEO® portal will not be a recommendation by TM-1426 Commercial Electronic Office ("CEd;;'J SeNice Oescnption Revised 10-20-2016 Page 2 of3 February 13, 2018 Item #6 Page 217 of 232 Bank of any particular Service or transaction. Bank does not guarantee the accuracy or completeness, (a) of any Financial Information, (b) is not responsible for (i) the actions or omissions of the third parties developing or transmitting Financial Information or (ii) for any decision made or action taken by Customer in reliance on any Financial Information. 7. Cash Flow Analysis Service. This section contains additional terms applicable to Bank's Cash Flow Analysis Service. This Service enables Customer to view and use certain data for global cash positioning and forecasting and journal entry. Bank will automatically populate data from Customer's deposit account(s) at Bank and other financial institutions Customer directs to provide data to Bank. Customer may also manually populate data. Bank will not verify the accuracy or completeness of data from other financial institutions, customer-populated data or forecasting information. Forecasting information is not a guarantee of actual performance. If Customer uses this Service to convert balances to a currency other than the currency in which the account is denominated, the conversion rate used through the Service may differ from the conversion rate actually used when the funds are converted on a given Business Day. 8. Customer's Representations and Warranties. Customer represents and warrants to Bank: 8.1. Customer's governing body has duly authorized each Authorized Representative, regardless of whether Customer enrolls in Bank's self-administration option, Bank administration or whether the individual is designated to act as Customer Administrator, Administrator or User; and 8.2. Customer will preserve the confidentiality of the Log-On Credentials and immediately notify Bank if Customer becomes aware or suspects that any Log-On Credential may have been compromised. 9. Customer's Agreement to Indemnify Bank. Customer will indemnify and hold Bank, its parent company, and its affiliates and each of their respective directors, officers, employees, and agents harmless from and against all losses, damages, claims, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered by any of them arising directly or indirectly from or related to any material breach in a representation, warranty, covenant, or obligation of Customer contained in this Service Description. 10. Survival. Sections 3, 4, 5, 6, 7, 8 and 9 will survive termination of the Service. TM-1426 Commercial Electronic Office ("CEO®') Service Description Revised 10-20-2016 Page 3of3 February 13, 2018 Item #6 Page 218 of 232 COMMERCIAL DEPOSITORY SERVICE DESCRIPTION • 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("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 the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices; This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company's use of the Service confirms Company's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO® portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of 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 an armored car service acting as Company's agent ("Agent") at Bank's cash vault, and (b) deliver currency, coin, checks and other negotiable instruments to Bank's cash vault or night depository locations for processing. 3. Cash Orders from Bank's Cash Vault. 3.1. Cash Requests. Company may request in writing, telephonically by operator-assisted call or by touch tone/automated response, or electronically via transmission, facsimile, or Bank's Commercial Electronic Office® (CEO®) portal (each a "Cash Request") that Bank make available to Company's Agent at Bank's cash vault, in an amount designated in the Cash Request, shipments of cash (each a "Cash Shipment") in bags or other containers ("Cash Bags''). Bank is authorized to act upon any Cash Request Bank receives in accordance with this Service Description, and which Bank believes in good faith to have been made by an authorized representative of Company. Bank has no obligation whatsoever to verify, and will not be liable for its failure to verify or investigate, any Cash Request. · TM-1416 Commercial Depository Service Description Revised 04-30-2014 Page 1 of6 February 13, 2018 Item #6 Page 219 of 232 3.2. Making Cash Available to Company's Agent. Bank is authorized to make Cash Shipments available to any person whom Bank in good faith believes to be Company's Agent. Bank will have no further responsibility, and Company assumes all risk of loss for cash made available to any such person. Bank will make Cash Shipments available only at the locations, on days, and during the hours published by Bank from time to time. Bank reserves the right to suspend the Service at any time without notice. 3.3. Company's Authorized Representatives. Company will promptly certify to Bank the identity of: {a) the person with whom Bank is authorized to communicate regarding authorization codes or other security procedures; (b) Company's Agent authorized to accept delivery of cash; and (c) where applicable, the persons who are authorized users of the Service. Company will give prior written notice to Bank of any change in the person(s) or Agent so authorized by Company. Bank will be fully protected in relying on each such notification and on the obligation of Company to promptly notify Bank of any change in the person(s) or Agent so authorized by Company. 3.4. Security Procedures. For requests made in writing or by facsimile, operator-assisted telephone call or transmission, a Customer ID assigned by Bank is required. For CEO requests, a User ID assigned by Bank is required. For touch-tone/automatic response telephone requests, an Access Code is required which can be assigned either by Bank or by Company. Operator limits may also be required. It is Company's responsibility to put into place internal procedures that will minimize the risk of an unauthorized person gaining access to the Customer ID, User ID(s} and Access Code(s). Such internal procedures include without limitation requiring users to maintain such number(s) and code(s) in strict confidence. Company will notify Bank immediately in the event a breach of security is suspected. 3.5. Debit of Account. On the Business Day that Bank makes available any Cash Shipment to Company's Agent, Bank is authorized to debit Company's designated Account for the aggregate amount of the shipment. Company will maintain collected balances in the designated Account sufficient at all time to cover fully any debit. Bank has no obligation to release a requested Cash Shipment or any portion thereof to Company's Agent unless there are sufficient collected funds in the Account to fully cover the amount of the Shipment at the time the Shipment is to be made available to Company's Agent. If Company fails to specify an Account to Bank, Bank may debit any account which Company maintains with Bank for the amount of a requested Cash Shipment. 3.6. Packing Slip; Differences in Shipment Amount. Each Cash Shipment will be accompanied by a packing slip. The packing slip will disclose the aggregate amount of the Cash Shipment, the overall number of containers included in the Cash Shipment, and the number of containers delivered to Company's Agent for transmittal to Company. With respect to any Cash Shipment made available to Company's Agent, Company will notify Bank immediately in writing of any difference between the amount specified on the packing slip for that Shipment and the amount, as counted by Company, of the Shipment. In the event that the difference cannot be resolved, Bank's count of the amount of the disputed Shipment will be conclusive and binding on Company. 4. Delivery and Processing of Deposit Shipments at Bank's Cash Vault. The following procedures will govern Company's delivery of currency, coin, checks, and other negotiable instruments to Bank's cash vault locations (each a "Deposit Shipment"), and Bank's processing of such Deposit Shipments: TM-1416 Commercial Depository SeNice Description Revised 04-30-2014 Page 2 of6 February 13, 2018 Item #6 Page 220 of 232 4.1. Use of Agent to Deliver Shipments. Company will deliver Deposit Shipments in deposit bags or other containers ("Deposit Bags") to one of Bank's cash vaults via an armored car service or, in Alaska only, the U.S. Postal service acting as Company's agent ("Agent"). Company is responsible for making all arrangements with its Agent for delivery of Deposit Shipments, and Company assumes all risk of loss while a Deposit Shipment is in the possession of its Agent. Bank may accept Deposit Shipments from any person Bank believes in good faith to be Company's Agent. The delivery of a Deposit Bag to Bank or Bank's receipt for it on a manifest will not be deemed proof of Bank's receipt of the contents listed on the deposit slip contained in the Deposit Bag or Company's records. Bank will have no responsibility for any Deposit Bag or its contents delivered to one of Bank's cash vaults until the Deposit Bag is accepted by Bank in accordance with its procedures and the contents of the Deposit Bag are counted by Bank. 4.2. Delivery Procedures. In delivering a Deposit Shipment to Bank's cash vault, Company agrees to comply (and to cause its Agent to comply) with the following procedures: • Deliver Deposit Bags only at the loGations, on the days, and during the hours published by Bank from time to time; ' Properly endorse all checks and other negotiable instruments included in a Deposit Shipment; • Use only Bank-approved Deposit Bags that are properly secured; • Specify the number of Deposit Bags belonging to Company which are included in the overall shipment delivered to Bank, as well as the contents of each Deposit Bag, on a delivery manifest, a copy of which Company's Agent will provide to Bank at the time of delivery; • Obtain the signature of Bank's employee who accepts delivery on that portion of the delivery manifest which the Agent retains; and • Retain a copy of the receipt or other document covering each Deposit Bag delivered by Company to its Agent for at least one year from the date of delivery to Company's Agent. Company agrees that Deposit Sags will be used only for the deposit of currency, coin, checks, other negotiable instruments (collectively "items"), and will not be used in any unauthorized manner or for any unlawful purpose. As to any property other than items included in a Deposit Sag, Bank will not be deemed a bailee and will have no liability for any loss of or damage to such property which may occur. 4.3. Cut-off Time; Deposit to Account. If a Deposit Shipment is received at one of Bank's cash 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 Business Day to the Account with Bank specified on the deposit slip for that Shipment. If a Deposit Shipment is received at a cash vault on a Business Day after Bank's "cut-off time," the aggregate amount of the deposits in that Shipment will be credited to the Account on the next succeeding Business Day. Bank will not deposit any items received in any Deposit Shipment unless the account number of the Account into which the deposit is to be made is specified on the deposit slip for that Shipment. TM-1416 Commercial Depository Service Description Revised 04-30-2014 Page 3 of6 February 13, 2018 Item #6 Page 221 of 232 4.4. Processing of Deposit Shipments. Company authorizes Bank to open each Deposit Bag, count the contents, credit the amount of items to the Depository Account indicated on the deposit slip contained in the Deposit Bag and process, all in accordance with Bank's customary procedures. All deposits are subject to verification, and Bank's count of the items will be conclusively deemed to be correct and complete for all purposes. No relationship of debtor and creditor will arise between Bank and Company until the count has been completed and the deposit credited to the Account. Company acknowledges that it has had an opportunity to have Bank's applicable count and verification procedures explained to its representative and agrees that the same will be deemed commercially reasonable. Company understands that no photocopying or microfilming of items will be performed at any cash vault location. 4.5. Adjustment Procedures. . If the aggregate amount of the items in any Deposit Shipment, as counted by Bank, is less than that reported on the deposit slip covering that Shipment, Bank will debit the Account specified on the deposit slip by such difference and report the difference to Company. If that Account has an insufficient collected and available balance to cover the debit, Bank will debit any of Company's other accounts with Bank for the difference, and Company agrees to promptly reimburse Bank for the difference (or any portion thereof) for which there are insufficient available balances in Company's accounts with Bank. If the aggregate amount of the items in any Deposit Shipment, as counted by Bank, is more than that reported on the deposit slip covering the Shipment, Bank will credit the Account specified on the deposit slip for the difference 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 other negotiable 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 Deposits to its deposit account(s) with Bank by placing the items to be deposited into disposable bags furnished by Bank (each a "Night Bag") and then placing the Night Bags in the night depository receptacle ("Night Depository") at one of Bank's branches/stores (each a "Store") listed on Bank's Night Depository Set-up Form. Each office of Company listed on the Night Depository Set-up Form will receive one key to the Night Depository at a designated Store. Company will designate in writing to Bank the individuals to receive the key for each of its offices; Bank may require such individuals to sign a receipt for the keys they receive. 5.2. Contents of Night Bags; Deposit of Night Bags. Company agrees that Night Bags will be used only for the deposit of currency, coin, checks or negotiable instruments properly endorsed by Company (collectively "items"), and will not be used in any unauthorized manner or for any unlawful purpose. As to any property other than items included in a Night Bag, Bank will not be deemed a bailee and will have no liability for any loss of or damage to such property which may occur. Each Night Bag must contain one or more deposit slips listing all the items contained in that Bag and their total dollar amount, and identifying the deposit Account of Company to which the dollar amount of the deposit is to be credited. After each Night Bag is placed in a Night Depository, the Night Depository must be securely locked. At the time each Night Bag is placed in a Night Depository the Bag must be securely closed and placed completely in the Night Depository. TM-1416 Commercial Depository Service Description Revised 04-30-2014 Page 4 of6 February 13, 2018 Item #6 Page 222 of 232 5.3. Processing of Night Deposits. Bank may open each Night Bag and remove its contents without Company or any of its representatives being present. The contents of each Night Bag will be processed in accordance with Bank's standard procedures, and if placed in a Night Depository before Bank's established "cut-off time" on any Business Day, those items acceptable for deposit will be deposited into the Account as of the close of business on that same Business Day. The cut-off time for deposits made through the night depository max be different from that for deposits made at the teller line. Night Deposits placed in a Night Depository after Bank's established "cut-off time" will be credited to the Account on the next succeeding Business Day. Company understands and agrees that the contents of a Night Bag will not be credited to the Account, nor will the relationship between Company and Bank be that of a debtor to a creditor with respect to any item in a Bag, until Bank has accepted the item for deposit into the Account after counting all the items in the Bag and calculating the total dollar amount of all such items. 5.4. Counting and Adjustment Procedures. If Company's records regarding the total dollar amount of the items in any Night Bag differ from Bank's calculation of the total dollar amount of the items in the Bag, Company has the burden of proving that its records show the correct amount in the Bag or Bank's total will be accepted as final. If there is a difference between Bank's total and Company's total for the amount of items in a Night Bag (as Company's total is shown on the deposit slip or slips in the Bag), Bank will send Company a statement indicating the amount of the difference. In the event that the difference cannot be resolved, Bank's count of the dol.lar amount will be conclusive and binding on Company. 5.5. Claims of Lost or Stolen Items. Company will have the burden of proving the amount of any item which it claims was lost or stolen while it was at a designated Store and that disappearance of the item occurred while it was at the designated Store. Company agrees to notify Bank immediately if Company determines that any Night Bag or any item in a Night Bag has been lost or stolen while at one of Bank's Stores. Company agrees that it will have total responsibility for each Night Bag and its contents until the Bag has dropped completely into a Night Depository. 6. Special Instructions. Company may submit to Bank in writing any special instructions it may have in connection with cash orders or deposits of items at Bank's cash vault or night depository locations. Bank may at its option accept or reject the instructions and so notify Company. Even if accepted, Bank may stop complying with the instructions upon prior notice to Company if, in Bank's opinion, continued compliance would increase Bank's costs or risks, interfere with its established or revised procedures, or diminish the efficiency of Bank's operations. Any loss attributable to increased risk resulting from a special procedure will be borne solely by Company. 7. Further Assurances. Company agrees to do any and all such further acts Bank may consider reasonably necessary or desirable to implement and carry out the intent of this Service Description, including, without limitation, providing information Bank requests regarding any Deposit Shipment, including, without, limitation, information necessary to file a Currency Transaction Report under the regulations implementing the Currency and Foreign Transactions Reporting Act of 1970, as amended from time to time, and to determine the source of any cash or items in a Deposit Shipment. TM-1416 Commercial Depository Service Description Revised 04-30-2014 Page 5 of6 February 13, 2018 Item #6 Page 223 of 232 8. Representations and Warranties regarding Deposit Shipments. To be eligible to make Deposit Shipments at a cash vault or Night Depository, Company hereby represents and warrants 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 account and does not directly or indirectly make any Deposit Shipments on behalf of any other party; unless such party has been previously disclosed to Bank and approved in writing by Bank, in its sole discretion. 8.2 No Deposits from Outside the United States. Company does not make Deposit Shipments from a source or sources known, or which upon reasonable inquiry would be known, to Company to be outside the United States. 8.3. No Business as a Foreign Exchange House. Company does not conduct any business, whether in whole or any part, as a foreign exchange house including, without limitation, as a Casa de Cambia. 9. Termination of Services. Bank may immediately terminate any or all of the Services described herein 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, N.A. All rights reserved. TM-1416 Commercial Depository Service Description Revised 04-30-2014 Page 6 of6 February 13, 2018 Item #6 Page 224 of 232 Addendum to ACH Origination Service Description for State Tax Refund Return Opt-in Program Participants 1. Introduction. This Addendum to ACH Origination Service Description for State Tax Refund Return Opt-In Program Participants ("Addendum") applies to Company in connection with its use of the ACH origination service ("Service") pursuant and subject to the terms of the Service Documentation, including the ACH Origination Service Description ("Service Description"). If there are any conflicts between this Addendum and the Service Description, this Addendum shall control. Any capitalized terms not otherwise defined in this Addendum shall have the meaning set forth in the Service Description or the ACH Rules, unless otherwise indicated. 2. Description of Program Services. Company has agreed to participate in the State Tax Refund Return Opt-In Program ("Program") offered by NACHA-The Electronic Payments Association ("NACHA"), through which participating RDFis can submit Return Entries to Company under operating rules adopted specifically for the Program. In connection with Company's participation in the Program, Company has requested that Bank enter into a State Tax Refund Return Opt-In Program ODFI Agreement with NACHA ("ODFI Agreement"). The ODFI Agreement permits Bank, as ODFI for Company, to receive Return Entries transmitted under an R17 return reason code in accordance with the operating rules adopted for the Program and the ACH Rules (collectively, "Program Rules"). Bank will provide "Program Services" under this Addendum in accordance with its obligations under the ODFI Agreement. In the event of a conflict among the foregoing requirements, the following order of precedence shall apply: (1) the ODFI Agreement; (2) the Program Rules; and (3) the ACH Rules. 3. Program Returns. Bank will receive R17 Return Entries on behalf of Company in accordance with the Program Rules. Company understands and agrees that Bank is otherwise permitted to dishonor R17 Return Entries in accordance with the ACH Rules, and that it is Company's responsibility to notify Bank of Program Entries that should be dishonored, in accordance with the time limits set forth in the ACH Rules. Company understands and agrees that all Program Returns (as defined in the Program Rules) may be transmitted for up to 60 days following the Settlement Date of the original Entry. If a Participating RDFI wishes to transmit a Program Return after 60 days from the Settlement Date of the original Entry, the Participating RDFI must contact Bank to obtain permission for a late Program Return and Bank shall accept or deny the late Program Return request at its sole discretion. Company understands and agrees that it is the Participating RDFI's responsibility to provide Bank with the appropriate subcode specifying the nature of each Program Return. 4. Program Information. In accordance with the requirements of the Program Rules, Company understands and agrees that Bank is permitted to share information with NACHA regarding Company's participation in the Program, including but not limited to transaction volumes. 5. Indemnification. Bank shall have no liability for the acceptance of any Program Return in accordance with this Addendum and the ODFI Agreement. In addition, Company will indemnify Bank from and against all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered by Bank arising directly or indirectly from or related to its performance of the Program Services. 6. Termination. In addition to the termination provisions contained in the Master Agreement and Service Description, Bank may terminate this Addendum immediately upon notice to Company if it receives notice of termination of the applicable ODFI Agreement. © 2016 Wells Fargo Bank, NA All rights reserved. Member FDIC. February 13, 2018 Item #6 Page 225 of 232 ACH ORIGINATION SERVICE DESCRIPTION • 1. Introduction. The Service Documentation contains the terms governing the Wells Fargo Bank, N.A. ("Bank") ACH origination 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 the Service; and (e) User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices. This Service Description and the Master Agreement are posted at Bank's Commercial Electronic Office.®. (CEO®) portal. If there is a conflict among the documents comprising the Service Documentation, they will govern in the order listed above. Company's use of the Service confirms Company's receipt of and agreement to be bound by the applicable Service Documentation. If an enhancement to the Service or other change requires a change to this Service Description, Bank will post an updated Service Description on the CEO®. portal. When required by applicable law, Bank will notify Company of the update. If Company continues to use the Service after the update takes effect, Company will be deemed to have agreed to the update. 2. Description of Services. The Service enables Company to originate automated clearing house ("ACH") credit and debit entries in accordance with the National Automated Clearing House Association Operating Rules and any applicable local ACH rules (collectively, the "ACH Rules"; see section 3). Company will maintain one or more deposit account(s) at Bank or Bank's affiliate (each, an "Account"), that Bank may use to process such Entries. An "Entry" is an ACH debit or credit entry issued in Company's name, and a "File" is the data file or batch release used to transmit one or more Entries to Bank. Section 6 of this Service Description describes (a) the means Bank offers to Company for transmitting Files to Bank (each, an "Initiation Method") and (b) the means Bank will use to verify Company's authorization of a File or a communication amending or canceling an Entry or File ( each, a "Security Procedure"). When Bank acts with respect to an Entry as both the originating depository financial institution ("ODFI") and receiving depository financial institution ("RDFI"), as ODFI and RDFI are defined by the ACH Rules, the Entry is an "on-us Entry." 3. 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 violate the laws of the United States. In addition, Company agrees Bank may audit Company's compliance with the Service Documentation and the ACH Rules. 4. Preparation of Entries and Files; Processing Schedules. Company will prepare each File in accordance with the ACH Rules and the guidelines Bank separately makes available to Company. Bank will process each File in accordance with Bank's then current processing schedule and any instructions regarding the date an Entry is to be settled that Company furnishes with the Entry provided (a) Bank receives the File by Bank's applicable cutoff time on a Business Day and (b) the ACH is open for business. Files will be deemed received by Bank when the transmission of the File to Bank is completed and authenticated in compliance with the Security Procedure. If Bank receives a File after Bank's applicable cutoff time or on a day when the ACH is not open for business, the File will be treated TM-1423 ACH Origination SeNices SeNice Description Revised 09-29-2017 Page 1 of 7 February 13, 2018 Item #6 Page 226 of 232 as having been received prior to Bank's applicable cutoff time on the next Business Day on which the ACH is open for business. A "Business Day" is every day except Saturday, Sunday and federal holidays. 5. Inconsistency of Name and Number. If an Entry describes a "Receiver'' (as defined in the ACH Rules), both by name and identifying number, the RDFI may pay the Entry on the basis of the identifying number, even if the number identifies a person different from the named Receiver. If an Entry describes the RDFI both by name and identifying number, Bank, a gateway operator or another financial institution handling the Entry may rely on the identifying number to identify the RDFI, even if the identifying number refers to an institution other than the named RDFI. 6. Initiation Methods and Security Procedures. This section lists the Initiation Methods and describes the Security Procedures Bank offers for ACH origination. Company's elections regarding Initiation Methods 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. The CEO.®. security procedures are log-on credentials specified by Bank including a company ID, user ID, password, token, and any other authentication or authorization process Bank requires from time to time. Bank's standard CEO.®. security procedures also include dual custody for select, high-risk ACH activities. With dual custody, an authenticated second user approves these activities. There is no additional charge for dual custody. 6.2. Wells Fargo Gateway Initiation Method. Through the Wells Fargo Gateway, Company accesses a Bank-owned Application Programming Interface ("API") to securely (a) request that Bank originate ACH credit and/or debit Entries on behalf of Company and (b) receive periodic updates from Bank as it processes Entries for Company. The Gateway uses tokenized transmission methods for direct communication between Company's internal payment system(s) and Bank's payment system. The Gateway security procedures require digital authentication of Company and Bank using tokens, API keys, mutual authentication of digital certificates and any other authentication or authorization process Bank may require from time to time. Company's tokens, API keys, digital certificates, and Company's instruction to Bank do not identify an individual user initiating any request through the Gateway. Bank validates only that Company is authorized to request ACH origination and receive periodic updates via the Gateway, not whether a particular user is authorized to initiate the request. 6.3. Direct Origination Initiation Method. Secure Application File Exchange Transmission ("SAFE-T"). This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2). 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"). Connect Direct®. is a registered trademark of Sterling Commerce, Inc. an IBM Company. SWIFT.® FileAct. SWIFT has established procedures for controlling access to SWIFT messaging services that may include access codes, message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages including without limitation Files based on SWIFT message type prior to accepting them for routing as SWIFT messages. This authentication may include confirming the sender and recipient of the message have exchanged bilateral keys ("BKE"), TM-1423 ACH Origination SeNices SeNice Description Revised 09-29-2017 Page 2 of 7 February 13, 2018 Item #6 Page 227 of 232 entered into a relationship management application ("RMA") agreement, or taken other steps to secure the transmission of SWIFT messages between them as SWIFT requires from time to time. 6.4. Payment Manager.®. Initiation Method. Secure Application File Exchange Transmission ("SAFE-T"). This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2). Machine-to-Machine ("M2M"). This transmission method may use an XML message interface that is based on the Interactive Financial eXchange {IFX) message standard using SOAP structured messages or other formats and protocols such as JSON and REST. Data is communicated 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 to enhance security by means of Secure Socket Layer ("SSL") or Transport Layer Security ('TLS"). Connect Direct®. is a registered trademark of Sterling Commerce, Inc. an IBM company. Value-Added Network ("VAN"). With this transmission method, a third party serves as an intermediary for transmitting data between Company and Bank. Procedures for transmitting Payment Orders may vary by VAN. Bank follows the procedures of the VAN selected by Company to authenticate each File transmitted to Bank through the VAN in Company's name. SWIFT.® File Act. SWIFT has established procedures for controlling access to SWIFT messaging services that may include access codes, message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages including without limitation Files based on SWIFT message type prior to accepting them for routing as SWIFT messages. This authentication may include confirming the sender and recipient of the message have exchanged bilateral keys ("BKE"), entered into a relationship management application ("RMA") agreement, or taken other steps to secure the transmission of SWIFT messages between them as SWIFT requires from time to time. 6.5. Security Procedure Elected by Company's Third Party Service Provider. Company is utilizing a Third Party Service Provider ("TPSP") as defined in the ACH Rules to originate Entries and Files on Company's behalf. Bank will authenticate each File transmitted to Bank in Company's name in accordance with the security procedure the Company's TPSP has elected. Company will notify Bank of any change to Company's TPSP in a manner affording Bank a reasonable opportunity to act on the information. 6.6. Non-Standard Security Procedure. If Company has refused to utilize any of the security procedures described above, then the Security Procedure Company will use is described on Attachment B to the Treasury Management Product Enrollment form. 7. Company's Payment Obligations. As of the applicable settlement date, Company will maintain available funds in each Account sufficient to cover the credit Entries originated against it. Company's obligation to pay Bank for each credit Entry matures when Bank transmits the credit Entry to the ACH or gateway operator or posts an on-us Entry. Bank is authorized to debit the Account for the total amount of all credit Entries originated from it at any time. If requested by Bank, Company will pay to Bank, in immediately available funds, an amount equal to all credit Entries Company originates through Bank before the date Bank delivers the credit Entries to the ACH or gateway operator or posts an on-us TM-1423 ACH Origination Services Service Description Revised 09-29-2017 Page 3 of 7 February 13, 2018 Item #6 Page 228 of 232 Entry. If Company fails to comply with Bank's request, Bank may refuse to send the Entries to the ACH or gateway operator or post an on-us Entry. Bank may take such other actions as it deems necessary or appropriate to ensure Bank receives payment for Company's credit Entries including without limitation (a) upon notice to Company, placing a hold on funds in any account at Bank or any affiliate of Bank that Company owns in whole or in part sufficient to cover Company's credit Entries and (b) setting off against any amount Bank or an affiliate of Bank owes Company. In addition, Bank may charge the Account or any other Company account at Bank or any affiliate of Bank for any debit, correcting or reversing Entry which is later returned to Bank. 8. Provisional Credit. A credit to Company's Account for an Entry is provisional until Bank receives final settlement for the Entry. If Bank does not receive final settlement, Bank is entitled to debit Company's Account or any other accounts Company owns in whole or in part at Bank or any affiliate of Bank for the amount of the Entry. Company will pay any shortfall remaining after such debit to Bank immediately upon demand. 9. Rejected Entries. Bank may reject an Entry or File if Company fails to comply with the terms of this Service Description. Bank will attempt to notify Company promptly so Company may cure the defect but will have no liability to Company for rejecting an Entry or File or any loss resulting from Bank's failure to provide notice. If Company requests Bank repair an Entry or File and Bank attempts to do so, Bank will not be liable if it is unable to make the requested repair. Company will pay all charges and expenses Bank incurs in connection with any repair or attempted repair. 10. Cancellation, Amendment, Reversal. Company has no right to cancel, amend or reverse an Entry or File after its receipt by Bank. If Company requests Bank cancel, amend or reverse an Entry or File, Bank may, at its sole discretion, attempt to honor such request but will have no liability for its failure to do so. Company will reimburse Bank for any expenses, losses or damages Bank incurs in effecting or attempting to effect Company's request. 11. Returned Entries. Bank will have no obligation to re-transmit a returned Entry or File to the ACH or gateway operator, or to take any further action with respect to a returned on-us Entry, if Bank complied with the terms of this Service Description with respect to the original Entry or File. Company will reimburse Bank for any returned debit Entries on the same day Company receives notice of such returned Entry. 12. Reconstruction of Entries and Files. Company will retain sufficient records to permit it to reconstruct each Entry and File it delivers to Bank for a period of five (5) Business Days after the applicable settlement date and will submit the reconstructed Entry or File to Bank upon request. 13. Audit. Company grants Bank ongoing access to Company's Files and the right to audit periodically such Files and Company's ACH processes and controls so Bank can verify Company's compliance with this Service Description. 14. Bank's Internal Risk Parameters. Bank establishes internal risk parameters to identify out-of-pattern or suspect Entries or Files and protect Company and Bank from potential losses. These parameters may include without limitation limits on debit and credit settlements on a single Business Day and/or over multiple consecutive Business Days. Bank may pend or delete an Entry or File exceeding the applicable parameters. In addition, any transaction TYPE (debit or credit) or SEC (standard entry class) as defined in the ACH Rules may, at Bank's option, be conditioned upon Bank's prior approval. Upon notice to Company, Bank may discontinue processing a TYPE and/or SEC of transactions Bank has previously processed for Company. 15. International Entries. 15.1. General. This section contains additional terms applicable when the financial institution holding the account designated to receive an Entry is in a jurisdiction ("Receiving Country") other than the United States (each, an "International Entry"). Bank will process each International Entry in TM-1423 ACH Origination Services Service Description Revised 09-29-2017 Page 4 of 7 February 13, 2018 Item #6 Page 229 of 232 accordance with (a) the laws and payment system rules of the Receiving Country (b) any agreement governing International Entries between Bank and the gateway operator through which Bank processes the International Entry, the terms of which Bank communicates to Company prior to Company's use of the Service or from time to time thereafter, and (c) the ACH Rules. If there is a conflict among these three clauses, they will govern in the order set forth in this subsection. 15.2. Credit Entries. With respect to credit Entries Bank agrees to originate in the currency of a designated foreign government or intergovernmental organization ("Foreign Currency"), Bank will convert the amount to be transferred from U.S. dollars ("USD") to the Foreign Currency at Bank's sell rate for exchange in effect on the Business Day the Entry is transmitted by Bank to the ACH or gateway operator. If the financial institution designated to receive the funds does not pay the Receiver specified in the Entry, or if the Entry is subsequently determined to be erroneous, Bank will not be liable for a sum in excess of the amount of the original Entry after it has been converted from the Foreign Currency to USD at Bank's buy rate for exchange at the time the Entry is returned to Bank. 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's buy rate for exchange in effect on the settlement date of the Entry. If the financial institution designated to receive the Entry subsequently returns it, Bank may charge the applicable Account (or any other accounts Company owns in whole or in part at Bank or any affiliate of Bank) for the amount equal to the value of the returned Entry, after Bank has converted the Foreign Currency to USD at Bank's sell rate for exchange at the time the Entry is returned to Bank. Bank will not be liable for a sum in excess of the original amount of the Entry after conversion. 15.4. Acts or Omissions of Third Parties. Bank will not be liable for any failure or delay by a gateway operator, any intermediary financial institution, or the financial institution designated to receive the Entry in the Receiving Country in processing or failing to process any Entry Bank transmits to the Receiving Country, or for acts or omissions by a third party including without limitation the delay or failure of any third party to process, credit or debit any Entry. 16. Third-Party Sender Activities. This section contains additional terms applicable when Company is a Third-Party Sender, as defined by the ACH Rules. 16.1. General. Prior to originating any Entry on behalf of a customer of Company and/or upon request by Bank, Company will (a) notify Bank in writing of any other financial institution Company is using to originate transactions as a Third-Party Sender and thereafter notify Bank before Company adds any new financial institution for this purpose; (b) provide Bank with the information Bank requires to enable it to understand the nature of Company's customer's business including without limitation the name, Taxpayer Identification Number, business activity and geographic location of Company's customer, and whether Company's customer is itself a Third-Party Sender, (c) timely provide Bank with information Bank requires for purposes of Bank's registration of Company or Company's customer as a Third-Party Sender in accordance with the ACH Rules ("Registration") and/or supplemental Registration information requested by Bank; (d) if specifically required by Bank, obtain Bank's written approval to initiate or continue to initiate Entries for that customer, which approval Bank may rescind upon written notice to Company; and (e) enter into a written agreement with that customer whereby that customer agrees: 16.1.1. to assume the responsibilities of an originator under the ACH Rules and to be bound by the ACH Rules as in effect from time to time; TM-1423 ACH Origination Services Service Description Revised 09-29-2017 Page 5 of 7 February 13, 2018 Item #6 Page 230 of 232 16.1.2. ACH entries may not be initiated in violation of the laws or regulations of the United States including without limitation the regulations issued by the Office of Foreign Assets Control; 16.1.3. to grant Bank ongoing access to audit it and any ACH entry that it has transmitted to Company for transmission to Bank; and 16.1.4. Bank may at any time refuse to process an ACH entry for that customer. 16.2. Updates to Registration Information. Company will timely notify Bank of any changes to information provided by Company in connection with Bank's Registration of Company or Company's customer as a Third Party Sender. 16.3. Representations and Warranties. Company represents and warrants to Bank Company (a) has conducted due diligence with respect to each customer of Company for which Company is originating transactions through Bank and determined that each such customer is engaged in a legitimate business and that the type, size and frequency of transactions that each such customer is originating is normal and expected for the customer's type of business; and (b) will, in accordance with reasonable commercial standards, monitor each customer's business and transactions on an ongoing basis and notify Bank promptly if Company identifies any unusual activity by Company's customer. 17. Perfect NOC Service. This section contains additional terms applicable to Bank's Perfect NOC Service. Bank maintains a database of Notifications of Change (each, a "NOC") that Bank receives and uses this database to update Company's Entries in accordance with the Service options Company selects from time to time. Bank will notify Company of each NOC Bank receives in connection with Company's Entries. 18. Smart Decision Service. This section contains additional terms applicable to Bank's Smart Decision Service. Bank will process for credit to the Account specified by Company checks and other instruments payable to Company (each, an "Item") that Company delivers to Bank. Company will use the depository channels through which Bank offers the Service including electronic channels and other channels specified by Bank through which Bank accepts Items for processing. When Company uses electronic depository channels, Company transmits an "Electronic File" to Bank that includes electronic images of Items (each, an "Electronic Image") and other information regarding Items in the Electronic File. Each Business Day, Bank processes Company's Electronic File and other Items according to the processing criteria Bank has on file for Company, the issuer of an Electronic Image or Item, and Bank (each, respectively, a "Company Preference," an "Issuer Preference," or a "Bank Preference.") Based on these Preferences, Bank will (a) convert each eligible Electronic Image and Item to an ACH debit Entry on the deposit account on which it was drawn; (b) process remaining Electronic Images in accordance with Bank's separate Service Documentation governing the electronic depository channel Company used to deliver the Electronic Image to Bank; or (c) process remaining Items in accordance with Bank's Commercial Account Agreement. If a Company Preference or an Issuer Preference conflicts with a Bank Preference, Bank will follow the Bank Preference. 19. Warranties. 19.1. General. Company acknowledges Bank makes certain warranties under the ACH Rules with respect to each Entry. Company will reimburse Bank for any loss Bank incurs, including Bank's reasonable attorneys' fees and legal expenses, as the result of a breach of a warranty made by Bank in connection with any Entry Bank originates upon the instructions received from Company, except to the extent that the loss resulted from Bank's own gross negligence or intentional misconduct. 19.2. Smart Decision Service. If Company subscribes to Bank's Smart Decision Service, Company warrants Company (a) will transmit to Bank only Electronic Images that are suitable for TM-1423 ACH Origination Services Service Description Revised 09-29-2017 Page 6 of 7 February 13, 2018 Item #6 Page 231 of 232 processing, including, but not limited to, Electronic Images that are legible and contain machine- readable MICR data; (b) will not deposit to the Account or otherwise negotiate any original Paper Item from which Company has previously created and submitted to Bank an Electronic Image, unless Bank has notified Company the Electronic Image is not legible or contains MICR data that is not machine readable; and (c) has received copies of the then-current ACH Rules and Reg E and will comply with both atall 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' fees and legal expenses, as the result of the enforcement of any such indemnity, except to the extent the loss resulted solely from Bank's own gross negligence or intentional misconduct. In addition, Company will indemnify Bank from and against all liabilities, losses, damages, claims, obligations, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) awarded against or incurred or suffered by Bank arising directly or indirectly from or related to any material breach in a representation, warranty, covenant, or obligation of Company contained in this Service Description. 21. Termination. In addition to the termination provisions contained in the Master Agreement, Bank may terminate the Services immediately upon notice to Company if Bank determines in its sole 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 or otherwise failed to comply with the ACH Rules. 22. Survival. Sections 4, 5, and 7-20 will survive termination of the Services. © 2017 Wells Fargo Bank, NA All rights reserved. TM-1423 ACH Origination Services Service Description Revised 09-29-2017 Page 7 of 7 February 13, 2018 Item #6 Page 232 of 232