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HomeMy WebLinkAboutContract 1746Date To From RE: September 24, 2003 ~ Walt Fehst ~ ~v~_x~c Laurie, Utility Clerk Finance Departm(¢!~;~ ACH Proposal, Wells Fargo Per recent discussion by the City Council Bill and I have been working with Wells Fargo to set up ACH (direct payment) as a method customers can use to pay their water/utility bill. Attached is the proposal presented to the City of Columbia Heights by Wells Fargo. There is one place on the form that requires a signature and Bill has asked me to present this to you. Should you require additional information or have any questions, Bill would be able to help you. After your review, please have this paperwork returned to me. Thank you. Date To From September 24, 2003 Bill Elrite rt e~~ Laurie, Utility Clerk Finance Depa ACH Proposal, Wells Fargo Attached are information and the proposal I received from Anita Wohlk of Wells Fargo. Please note the following regarding the proposal: Cost of services does not list a $300.00 set up fee charged by Wells Fargo. Anita did mention this to me over the phone but it is not listed with the other fees. The ACH base charge of $50.00 may be lowered to $25.00. That is the fee charged for the Payroll account. Anita mentioned they might give us the same 'special' rate payroll has. Monthly activity charges are estimated. Anita is aware that we would only be transmitting once per month (for payment due on the 10th). In order to get things moving further along, we just have to have the 'Acceptance of Service' agreement signed and returned to Wells Fargo. I would then be able to proceed with Anita to get firings going. Laurie Breckenitch - City of Columbia Heights - Utility Billings Page I i From: To: Date: Subject: <Anita. E.Wohlk@wellsfargo.com> <laurie.breckenitch@ci.columbia-heights.mn.us> 9/23/03 3:56:22 PM City of Columbia Heights - Utility Billings > <<City of Columbia Heights.XLS>> <<ACH Direct Payment.pdf>> > <<DirectPay sample auth.doc>> <<ACCEPTANCE MN.doc>> <<TM Master >Agreement. pdf>> <<SFT Fact Sheet. pdf>> Hi Laurie: Thank you for your interest in partnering with Wells Fargo to process the City of Columbia Heights utility billings. The attachments are as follows: * Pricing - ACH Direct Originated Files * ACH Direct Payment- Information Sheet * ACH Direct Payment Sample Authorization Form * Acceptance of Service - Legal Agreement to be signed by an authorized signer of the Wells Fargo's business checking account * Treasury Management Master Agreement - Legal Agreement Terms and Conditions (no signature required) * Secure File Transport - File Transmission Option via the Internet vs. a dial up modem option If you have any questions, please give call either my Sales Associate Janet Schultz at 612-667-4695 or myself at 612-667-2384. Thank you! Anita Wohlk Wells Fargo Treasury Management Sales 612-667-2384 FAX 612-667-7277 CC: <Janet. L.Schultz@wellsfargo.com>, <Darin.Zielsdorf@wellsfargo.com> Laurie Breckenitch - City of Columbia Heights.XLS Page 1 i Treasury Management Proposal City of Columbia Heights Monthly Unit Activity Service Description Volume Price Charges ACH-General ACH BASE CHARGE 1 50.00000 50.00 ACH ON-US TWO DAY 1000 0.08000 80.00 ACH TRANSMISSION CHARGE 4 17.50000 70.00 Subtotal 200.00 Miscellaneous A CH charges (if applicable) ACH ON-US ONE DAY 0.10000 ACH TRANSIT ONE DAY 0.10000 ACH TRANSIT TWO DAY 0.08000 ACH DEL/REV BATCH/FILE 0.00000 ACH DELETE ITEM 15.00000 ACH NOC - FAX ADVICE 1.75000 ACH RETURN ITEM - DISHONORED 1.75000 ACH RETURN ITEM - FAX ADVICE 1.75000 ACH RETURNS - REDEPOSITED 1.75000 ACH REVERSAL ITEM 20.00000 This is only an estimate. Fees are subject to change based on changes in activity. Laurie Breckenitch - ACH Direct Payment.pdf Page 1 i TREASURY MANAGEMENT ACH Direct Payment Wetls Fargo Direct Payment servicesenable you to streamline your collection cycle. By electronically debiting your customers' bank accounts, Wells Fargo Direct Payment can dramatically reduce the time and costsassedated with paper remittances How You Benefit * Reduced Ched< Procesaing Cost&By cello:ting payments without che:ks, you save on Iod<box fees and ched< proc~ng, ra:ondlement, filing, and storage costs. * Improved Cash Row. You know ~actly when funds will betransferred into your company account, so you can forecast cash flow more accuratd y. You remive full use of funds the day after file ddivery and can also capitaliz~ on investment opportunities. * Faster Funds Availability. Funds are available in your accounts on the settlement date * Reduced Delinquendes. Guarantes:l timdy transfer of funds reduces colle:tion difficulties. * Ino'eased Customer Retention. Once your customers choose direct payment, they are less likdy to switch companies compared to custome-s who make a purchase decision every timethe/write a check. * ImproveYour Company Image. Direct Payment shows how your company is technologically savvy and customer oriented. Direct Payment Features * Credit Union Translator. Walls Fargo has the ability to translate payments into a ~edit union account's spedal format. * MICRSplit. By creating pap~ itemsfor custome's who use non-ACH banks, we are able to servea widevariety of customers' needs. * Superior VolumeThroughput.Wdls Fargo ACH syste-ns da'nonstrate a high capadty to process ACH transactions with no vol ume throughput constraints. As your program grows, Walls Fargo can handle the vol ume * E~hanced Security. Walls Fargo uses one of the most advanoed se:urity system available today for filetransmiesion a~, aswdl asthe SmurlD ~ card for authentication of ACH files. * Return Processing. The maintenance of a 20 day archive, with an outstanding accuracy as high as 99% allows Walls Fargo to match returned items with original transactions. The automatic redeposit of NS~ returns, up to a nineday time window, immediatdy alerts you to ao33unts which have not se[tied. Return prooE~ng is reported via transmission, fax, or FC. * OontinuousProcessing.To better esrveour customers, Wd Is Fargo pr~ files 24 hours a day, 7 days a wesk. * Confirmation Notifications, Due to our continuous pr ocessing envi r onment, Wd Is Fargo provi des cenfi rmati on noti fi cati OhS (C Notes) to all customers. This confirmation verifies our re:sipt of your ACH file, notifies you that processing has begun, and indicates if your file contains errors. CN otes are faxed or transmitted within 15 minutes of re3~ipt of thefile * Online Acoess~ Companies are able to verify other ACH banks routing and transit numbers via online a,,-~~. This ensures accuracy for ACH file crestion. continued on revers~dde /~ 12,'~l~[300 V'v~ I s P'~g o B~q k, NA ,NI rightsmsen~, wellsfargo.~om Laurie Breckenitch - ACH Direct Payment.pdf Page 2 j ACH Direct Payment -cont'0. How Your Customers Benefit * Cost Saving~ Direct Payment eliminates ched~ and postage costs for your customer, It also reduces the potenti al of b~ ng charged late fees. * Convenience. The customer saves ti me by not having to manually writeche:ks and mail payment~ Convenimce is also evident with better state"nent descripti ons that dd:ail account i nformati on. * No Late Payment Penaltie~ There is no risk of forgetting or missing a payment deadline` as payments are automatically debited from your customers' accounts. * No Obligation.Theauthorization agreement can be can~ed by your customer at any time Another Customer Benefit * Maintain Good Credit. Dire:t Payment assists your customer in mai ntaining a favorable credit rating by paying bills on time` every time How It Works 1. Your customer rdgns a Direct Payment Authorization Agreement that is re{ained by your company. 2. At least oneday prior to sa~tlernent, your company creates a file in standard NACHA format containing your billing information and sends it dectronically to Walls Fargo, 3. On your settlement date~ Walls Fargo credits your company account for all payments. At the same time, individual debit transactions are posted to your customer's ac=ounts. Member FDiC Auth o~'[zaticxl Agreement Your Company Credit '/our Ca'npany's Accounts At Wells Fargo WellsFargo Debit Your Customers' Accounts At Wells Fargo ACH Receiving Banks Debit Your Customers' Accounts At Other Banks Laurie Breckenitch -ACCEPTANCE MN.doc Page 1 j ACCEPTANCE OF SERVICES Part I- Certification Bank: Wells Fargo Bank, N.A. New Agreement Each person signing this Acceptance of Services ("Acceptance") certifies that: Additional Service the undersigned Company has received and agrees to be bound by the Service Documentation, as defined in Bank's Master Agreement for Treasury Management Services ("Agreement"), and, if checked below, the Bank's Security Procedures, Sweep Services and Credit Sweep Services; (b) he or she has full authority to execute this Acceptance on behaff of Company, to enter into other agreements with Bank for Services now or hereafter offered by Bank and to amend, terminate or otherwise act on behaff of Company with respect to such agreements and Services; and (c) Company's use of any Service confirms its agreement to be bound by the Service Documentation relating to that Service. AIl terms defined in the Agreement shaft have the same meaning when used in this Acceptance. Company's elections with respect to Security Procedures, Sweep Services, and Credit Sweep Services are: Y~es No Yes No Yes No Security Procedures - ACH. (If yes, go to Part I/, be/ow) Security Procedures - Wire Transfers. (If yes, go to Part/I, be/ow) Sweep Services. (If yes, go to Part//I, be/ow) Credit Sweep Services. (Obligation #) Part II - Security Procedures ] A. Important Information about Security Procedures. ] Company understands that when Bank acts on any instruction to transfer funds by ACH or wire transfer from accounts Company maintains at Bank (each, an "Order"), Bank and any beneficiary's bank may rely solely on (i) the beneficiary's account numbereven ff it identifies a person diferent from the named beneficiary, and (ii) ff provided to Bank, the identification number of any other financial institution through or to which the funds are to be transferred, rather than the name of the financial institution. Company expressly agrees to be bound by any Order, whether or not authorized, issued in its name and accepted by Bank in compliance with the security procedure(s) Company has selected as indicated below. If Company selects a security procedure that is set forth in an Addendum, that Addendum is incorporated in this Acceptance by this reference. lB. Secudty (Select Option or Option 2) Procedures for ACH Services. Option No Bank's Standard Security Procedures (as set forth in Bank's ACH Services Security Procedures Agreement that is incorporated in this Acceptance by this reference). If Company elects Bank's Standard Security Procedures, Company must select one of the foflowing Security Procedures: Yes No Internet ACH security procedure. Yes No Other ACH Services security procedures (If yes, select procedure that applies.) Token Card/Passcode - Password- File Transmission File Transmission/Batch Re/ease Acceptance of Services TM-1444 - revised 2~26~2002 Page 1 of 4 Laurie Breckenitch - ACCEPTANCE MN.doc Page 2 j Secure File Transport. Password - Taped or Written Instructions. Qption 2 Yes No Special Security Procedures. Company has refused the security procedures set forth in Option I above. Instead Company has requested use of the security procedure(s) set forth in the Addendum. ~Wdual(s)au~orizedtoreceive~rmaffonregarding ~eACHsecurity procedureselectedabove: Name Laurie Breckenitch Name Roxane Smith Name William Elrite Name Walter Fehst C. Secufi~ P~cedu~s ~r Wire Trans~r Se~ices. (Select Option 1, Option 2, or Option 3.) Option No Bank's Standard Security Procedures (as set forth in Bank's Wire Transfer Services Secudty Procedures Agreement that is incorporated in this Acceptance by this reference). In addition to Bank's Standard Security Procedures, Company has selected the following security procedures: Yes No Security Procedure for Commercial Electronic OfficesM ("CEO")Self- Administration (as set forth in the applicable Addendum). Yes No Security Procedure for Telephone Verification (voice.initiated Orders only). Voice-initiated, non-repetitive Orders exceeding $ will be subject to telephone verification. (If no amount is designated, $500,000 will be used.) Yes No Security Procedure for WellsNet Wire Transfer (as set forth in the appficable Addendum). Option 2 - Yes No Security Procedures for Bank's Electronic Commerce/Payment Manager Services (If yes, select procedure that applies.) Secure File Transport (Encrypted). ( This procedure uses 128-bit Secure Sockets Layer encryption and requires the use of a transmission /D, a transmission password and a digita/ certificate,) Password - File Transmission (Non-encrypted). (This procedure requires that a unique eight digit code separately agreed upon in wdting by Company and Bank be presented with Company's wire file. Company may be required to change the code on a regular basis.) Option 3 - Yes No Special Security Procedures. Company has refused the secudty procedures set forth in Options 1 & 2, above. Instead Company has requested use of the secudty procedure(s) set forth in the Addendum. Individual(s) authorized to receive information regarding the Wire Transfer security procedure selected above: Name Laurie Breckenitch Name Roxane Smith Name William Elrite Name Walter Fehst Acceptance of Services Page 2 of 4 Laurie Breckenitch - ACCEPTANCE MN.doc Page 3 i IPart III - Sweep Services IA. IMPORTANT DISCLOSURES 1. General The investment instruments be/ow that are offered, so/d, or placed by Bank are not deposits in or obligations of, and are not guaranteed by, Bank or any affiliate (except for Repurchase Agreements, see be/ow); are not insured by the FDIC, the Securities Investors Protection Corporation, or the United States of America; and are subject to investment risk including possible loss of principal invested or the nonpayment of interest. Yields vary with market conditions. Past performance is no guarantee of future results. Bank makes no representation or warranty as to the suitability or safety with respect to any investments. Bank and its affiliates and their respective employees, officers and directors, wi//not be liable to Company for any reason whatsoever related to investments or redemptions made through the Services. 2. Mutual Funds. Wells Fargo Funds Management, LLC, a wholly-owned subsidiary of Wells Fargo & Company, provides investment advisory and administrative services for the Wells Fargo Funds. Other affiliates of Wells Fargo & Company provide sub-advisory and other services for the Funds. The Funds are distributed by Stephens, Inc., Member NYSE/SIPC. Wells Fargo & Company and its affiliates are not affiliated with Stephens, Inc. Fees for such services are disclosed in the prospectuses for these Funds. Bank may act as agent or as principal for Company for mutual fund transactions. The Dreyfus Corporation and certain of its affiliates, which are not affiliated with Wells Fargo or Stephens, /nc., provide investment advisory, sub-advisory and/or shareholder services to the Dreyfus Funds. The Dreyfus Funds are sponsored and distributed by the Dreyfus Corporation, Member NYSE/SIPC. For more complete information about the Wells Fargo Money Market Funds or Dreyfus Money Market Funds, including fees and expenses that apply to an investment in them, obtain a current prospectus by contacting your Treasury Management sales officer, relationship or other manager or Institutional Brokerage & Sales representative. Please read the prospectus carefully before investing. Money market mutual funds seek to preserve the value of your investment at $1.00 per share; it is possible to lose money by investing in the money market mutual funds. 3. Eurodoflar Sweep. Funds invested in the Eurodollar Sweep account are not domestic bank deposits, are not insured by the Federal Deposit Insurance Corporation and are not guaranteed by the United States government or any agency thereof, 4. Repurchase Agreements. Repurchase Agreement transactions are obligations of, but not deposits with, the repurchase counterparty (Bank or affiliates). 5. Commercial Paper. Bank may act as agent for the issuer or as agent for Company for commercial paper transactions. Commercial paper is an unsecured obligation of its issuer. Government Sponsored Enterprises ("GSE"). Bank will act as principal for all GSE transactions. Discount notes and other short-term obligations issued by GSE's are obligations of their respective issuers. The obligations of such issuers are not obligations of, nor are they guaranteed by the United States of America, t B. DESIGNATION OF INVESTMENT INSTRUMENTS Company designates the following investment instruments (Select only one per checking account): Yes No OVERLAND EXPRESS SWEEP (Wells Fargo Overland Express Sweep Fund) Yes No INVESTACCOUNT. In addition to this Acceptance and the Service Description, a Master Repurchase Agreement must be completed and signed. Yes No EURODOLLAR SWEEP Yes No CORPORATE CASH MANAGEMENT ACCOUNT ("CCMA") In addition to this Acceptance and the Service Description, a Master Repurchase Agreement must be completed and signed. Acceptance of Services Page 3 of 4 Laurie Breckenitch - ACCEPTANCE MN.doc Page 4 i CCMA INVESTMENT OPTIONS 1. You may select multiple investment options. If you do, please rank them in the order that you wish to invest your funds; for example, 1 for first, 2 for second, etc. Rank Commercial Paper (CP) or Mutual Fund (MF) choices higher than Government Sponsored Enterprise (GSE) choices. 2. If you do not wish to invest your funds with a particular issuer, please leave that issuer line blank. 3. You may select the CP option or the MF option, but you may not select both. 4. If you select a CP issuer(s) or a MF issuer(s), then you must also select at least one GSE issuer. Commercial Paper Investment Option General Mills, Inc. Weyerhaeuser Real Estate or Weyerhaeuser Company, whichever is available Mutual Fund Investment Option Wells Fargo Cash Investment Money Market Fund Wells Fargo Treasury Plus Institutional Money Market Fund Dreyfus Treasury Pdme Cash Management Government Sponsored Enterprise & PEFCO~ Investment Option (Select at least one) Federal Farm Credit Bank ("FFCB") Federal Home Loan Bank ("FHLB'') Federal National Mortgage Association ("Fannie Mae'') Private Export Funding Corp. ("PEFCO") PEFCO is not a GSE and may not fall within certain regulatory guidelines. · Concentration Account Elections The Concentration Account, Interest Account and Specified Balance listed below are subject to the Corporate Cash Management Account Service Description. Concentration Account Name Account Number Specified Balance (if desired) $ Interest Account Name Account Number (May be the Concentration Account) Agreed To and Accepted By: Company: Columbia By: Name: Walter Fehst Title: City Manager Date: September 25, 2003 Acceptance of Services TM-1444 ©Wells Fargo Banks. All rights reserved. Page 4 cf 4 Laurie Breckenitch - TM Master Agreement.pdf Page 1 i Master Agreement For Treasury Management Services The Sarvice Documentation described below contains the terms under which Wells Fargo provides tr~fry management services ("Sa'vices"). The Wells Fargo bank through which the S~rvices will be provided ("Bank") and the Company to which the S~rvices will be provided are identified in the Acceptance of Sa-vices ("Acceptance"). Bank and Company agree: 1. Service Bocumentation. The Sa-vice Documentation indude~ 1.1 The S~rvice Description for each Sa'vice. 1.2 The Accept ance. 1.3 This M aster Agreement for Treasury Managernent Sa-vices ("M aster Agreement"). 1.4 The account agreement for the business or commerdai deposit account(s) (each, an "Account") that Company or Company's affiliate or subsidiary maintains at Bank or Bank's affiliate in connection with a S-=rvice. The account agreement indudesthe Dispute Resolution Program that Company and Bank agree to uso to resolve any disagreements between Company and Bank regardi ng accounts and S-=rvices governed by the S=-rvice Documentation. 1.5 User Guides which include software, software licanse~ reset di~ette~ price schedules, spedfications, instruction~ and notices 1.6 The sot-up form(s) for each S~vice. The 8.=rvice Documentation also appliesto any 8~rvice that is provided by an affiliate of Bank and any 8arvice that is usod by an affiliate or a subsidiary of Company. "Bank" includes each such affiliate, and "Company" includes each such affiliate and subsidiary. All terms defined in this M as[er Agreement shall have the same meaning when used in the 8~rvice Documentation. If there is a conflict among the documents that m~e up the,.CL=rvice Documentation, the documentswill govern in the order set forth above. Company acknowledges receiving acopy of the Service Documentation for each S~rvice it requested when it entered into this M aster Agreement. 2. Services. Bank and Company will agree upon the 8arvice(s) to be provided. 3. Changes toServices. Bank may change (or add to) the terms and fees in the Sa'vice Documentation at any time upon prior written notification. If Company discontinues using the affected S~rvice before the change becomeseffective, it will not be bound by the change. If Company continuesto uso a Service after the change becomes effective, it will be bound by the change. 4. TermandTermination. Unlessterminated sooner in accordancewith the Service Documentation, this M aster Agreement and ail 8~rviceswill continue in effect until terminated by either pady upon thirty (30) days prior written notice to the other party (unless a 8~'vice isterminated sooner in accordance with the S~rvice Documentation). Bank may terminate any 8~rvice following notice to Company of a breach of any provision of the 8.=rvice Documentation and Company'sfaiture to cure the breach within fifteen (15) daysof thedate of such notice. Bank may also terminate any ,?ervice without noticeto Company if Company is subject to a 'fM-1450 Mast er Agreement For TreasJry Management Services- Fevised 2/15/02 Page 1 of 4 Laurie Breckenitch - TM Master Agreement.pdf Page 2 i petition under the U. S Bankruptcy Code or if Bank determine~ in its sole discretion, that a material adverse change has occurred in Company's ability to perform its obligations under the 8~rvice Documentation. Thetermination of a S~rvicewill not affect Company'sor Bank's rightswith respect to transactionswhich occurred before termination. Bank shall not be liable to Company for any losses or dam- ages Company may incur as a result of any termination of any San/ice. 5. Service Fees. Company shall pay Bank the fees descri bed in the 8arvice Documentation end any taxes appli- cable to each 8arvice, however designated, exclusive of taxes based on Bank's net income. Bank may debit Company's account(s) with Bank for any fees not covered by earnings credits end any taxes that are due, or it may send an invoice to Company for such arnounts` which Company shall promptly pay. Bank may m,=,=,m finance charges at arateof 1.5% per month (18% per annum) or the highest rate permitted by law, whichever is les~ on any invoiced fees or taxes that are not paid within thirty (30) days of the due date and shall apply payments and other reductionsof arnounts owed first to unpaid interest and then to other fees and charge& 6. Confidential Information. Unless otherwise provided in the,.~rvice Documentation, all User Guides and computer programs provided pursuant to this M aster Agreement constitute Bank's or its vendor's confiden- tial information ("Confidential Information"). Bank or itsvendor will remain thesole owner of all such Confidential Information, and Company will not acquire any interest in or rightsto it asa result of Company's use of any 9~rvice except as set forth in the 8an/ice Documentation. Company will maintain the confidentiality of the Confidential I nformetion and will not disclose (or permit its employees or agentsto disclose), copy, transt'er, sublicense or otherwise make any of it available to any person or entity, other than its employeeswho have a need to use the Confidential Information in connection with the applicable Service. Company shall notify Bank immediateiy if it knows or suspects that there has been any unautho- rized disclosure, po~on, use or knowledge (e~.h, an "Unauthorized Use") of any Confidential Information, and if it is responsible for the Unauthorized Use, it will, at its expense, promptly take all actions, indudingwithout limitation initiating court proceedingsto recover po~on or prevent further Unauthorized Use of the Confidential Information and obtain redrass for any injury caused to Bank as a result of such Unauthorized Use~ In addition, except as permitted by applicable law, Company may not decompile, reverse engineer, dibble, modify, or create derivative works of any computer program pro- vided pursuant to this M aster Agreement. ?. Third Party Networks; Use of Required Software. If Bank determines that &ny funds transrer or communica- tions network, I nternet service provider, or other system(s) it has selected to provide a 8~'vice is unavailable, inacce~ible or otherwise unsuitable for use by Bank or Company, Bank may, upon notice to Company, sus- pend or discontinue the affected 8~'vice~ Company shall use and maintain in good working order (and at its own expense) software, hardware end other equipment n~ for Company to use the 8~rvice(s) in accordancewith the 8:~Mce Documentation. 8. No Representations or Warranties of Bank or Software Vendor. N either Bank nor any software vendor makes any express or implied representetions or warranties with respect to the Services or any software used in connection with the Services including without limitation any warranty asto the merchantability or fit- nass for a particular purpose, other than those expressly set forth in the S~-vice Documentation. M~te~ Agreement Fo¢ Treasury M~r~geme~ ,~'vio~ Page 2 of 4 Laurie Breckenitch - TM Master Agreement.pdf Page 3 i Liability and Indemnification. 9.1 Bank will perform each 9~rvice in accordancewith reasonable commerdal standardsapplicableto Bank's bu§ness; laws, regulations and operating drculars governing the activities of Bank; applicable funds transfer s~stern(s) and dea-inghouse rules; and the S~vice Documentation. 9.2 Bank is under no obligation to honor, in whole or in part, any entry, file, batch rel_,mm_-, payment order, transaction or instruction (each, an "Order"), which a) exceeds Company's available funds on deposit in an Account with Bank related to the Order, unless otherwise provided in the Sa'vice Documentation; b) isnot in accordancewith the S~=rvice Documentation or Bank's applicable polities, procedures or practices es Bank may from time to time establish and m~ke available to Company; c) Bank has reason to believe may not been duly authorized, should not be honored for its or Company's protection, or involves funds subject to a hold, dispute, restriction or legal process that prevents their withdrawal; or d) would possibly result in Bank violating any applicable rule or regulation of any fed- erai or state regulatory authority including without limitation any Federal Remrve risk control pro- gram or guidelines such es the Ii mitations on Bank's int ra-day net funds position. 9.3 Company shall promptly furnish written proof of loss to Bank and notify Bank if it becomes aware of any third party dalm related to a Sa'vice. Company shall cooperate fully (and at its own expense) with Bank in recovering a loss If Company is reimbursed by or on behalf of Bank, Bank or itsdesigneewill be subrogated to ail rights of Company. 9.4 Any claim, action or proceeding against Bank for Iossesor damegesarising from a S=.rvice, including Bank's honoring or dishonoring a check covered by a S~rvice, must be brought within one (1) year from the date of the act or omission or in the case of a check from the date the check wes first paid or returned by Bank. 9.5 Bank will have no liability for failure to perform or delay in performing a S~rvice if the failure or delay is due to drcumstances b~ond Bank's r_.~o_ nable control. Except in the case of Bank's gross negligence or intentional misconduct, Company shall indemnify and hold Bank, itsdirectors, officers, employees and agents harmless from all losses or damagesthat arise out of a) the performance of a Sarvice in accordance with the S-=rvice Documentation including with- out limitation any warranty Bank is required to m~e to a third pa'ty in connection with a Service; b) an act or omi~on of any agent, courier or authorized representative of Company; and c) if the Service includes a license or sublicense of any software to Company, the use or distribution of the software by Company or any person gaining access to the software through Company that is inconsistent with the license or sublicense. Bank will only be liaple to Company for itsdirect monatary losses or damegesdue to Bank's negli- gence or breach of this M aster Agreement. Except in the case of Bank's gross necj~igence or intentional misconduct, Bank's liability to Company will be limited to an amount not to exceed ten (10) times Bank fees incurred during the calendar month immediately preceding the calendar month in which such Iossor damegeswere incurred (or, if no Bank less were incurred in such month, Bank fees incurred in the month in which the losses or damegeswere incurred). In no event will either party to this M aster Agreement be liable to the other party for any special, consequential, inddentai (including without limitation court costs and attorne, vs' fees), indirect, or punitive losses or damages, whether any dalm is based on contract or tort, or whather the likelihood of such losses or damages was known to the other party and regardless of the form of the claim or action. 9.6 9.7 Master Agreement For Treasury Management ~rvia~ Page 3 of 4 Laurie Breckenitch - TM Master Agreement.pdf Page 4 I 10. General. 10.1 The S~rvice Documentation will be governed by substantive federal laws, regulat ions and rules and, to the extent such laws, regulations and rules are not applicable, those of the state in which the prindpal office of the Bank identified on theAcceptanceislocated, without regard to conflicts of laws prind- pies Any portion of the Service Documentation which is inconsistent with applicable laws, regulations or ruleswill be deemed modified and applied in a manner consistent therewith, end Benk will incur no liability to Company as a result of the inconsistency or modification and application. If any portion of the Service Documentation is deemed unenforceable or invalid, it will not otherwise affect the enforce- ability or validity of the S-:rvice Documentation. 10.2 The S~=rvice Documentation istheentire agreement between Bank and Company and supersedes al l prior representations, conditions, warranties, understanding~ proposals or agreements regarding a Sa'vice. No course of dealing or waiver of any right on one occasion will constitute a modification of the S.=rvice Documentation or be a waiver of that right on a subsequent occasion. 10.3 Company agreesto provide Bank promptly upon Bank's request any existing finaqdal statementsor other information pertaining to Company'sfinandal condition or any previously unprepared finandal statements which Bank may require Company to prepare and/or to be audited or reviewed by inde- pendent certified public accountants acceptable to Bank. 10.4 Company expressly warrants that a Sarvice will not be used in a manner which violates any federal or state law including without limitation any sanction or control administered by the Office of Foreign AssetsControl or Bureau of Export Administration. 10.5 S~ctions4, 5, 6, 8, 9, 10.4 and 10.5 of thisM aster Agreement will survivetermination of thisM aster Agreement. 10.6 Either party may provide notice to the other pady by mail, personal delivery, or electronic trensmis- sion. Bank shall use t he most recent address for Company i n Bank's records, and any notice from Bank will be effective when sent. Company shall use the addresewhere Company's relationship man- ager or other manager is located and address any notice to the attention of such manager. Any notice from Company will be affective when actually received by Bank. Bank will be entitled to rely on any notice from Company that it believes in good faith was authorized by an authorized representative of Company and, except as expressly stated in the ,Service Documentation, shall have no obligation to verify the signature (induding an electronic signature). Each party will have a r__ceso__ nable time after receipt of any noticeto act on it. 10.7 All uses of the Services through Company'slD codec pas~vords, token cards, Pi NS, or passcodes (each, a "Code") will be deemed to be authorized by and binding on Company. Company'sfallureto protect Codes may aJlow an unauthorized party to a) use the Services, b) access Company's electronic communications and finandai data, and c) send or receive information and communicationsto Bank. Unencrypted electronic transmission are not secure. Company assumes the entire ri~ for unauthorized use of Codes and any unencryptad electronic transmissions 10.8 Company may not assign or transfer its rightsor obligationswith respect to the S~rvice Documentation without Bank's prior written consent. Benk may as~gn its rights and obligationswith respect to the,.~rvice Documentation to any successor by merger, consolidation or corporate reorgani- zation. 10.9 Unless otherwise provided in the S~=rvice Documentation, the term "Banking Day" meensthat part of a business day occurring prior to the cutoff time determined in accordance with Bank's applicable funds availability policy. Page4 of 4 Master Agreement For Treasury Management ,~vvic:es ~[;~002 tk~lls Fargo EbnksAJl rights reserved.