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HomeMy WebLinkAbout18- RFP Submission - Professional Services to Provide Banking Services - U.S. BankFrom:Groves, Robert T To:Agenda Cc:Spiroff, Kimberly L Subject:U.S. Bank Banking Services Proposal to City of Bozeman 1 of 2 Date:Friday, March 2, 2018 1:53:13 PM Attachments:City of Bozeman Final 1 of 2.pdf On behalf of Kim Spiroff and U.S. Bank, please find U.S. Bank’s response to the City of Bozeman’s Request for Proposals for Banking Services, attached to this email per the City’s requirements. This email is part 1 of 2 of our submission, with the second to follow shortly. Please reply to all to confirm your receipt and acceptance of our proposal. Please contact me if you have any questions regarding this. Thank you, Robert T Groves Government Banking Assistant Relationship Manager p. 503.464.4851 | robert.groves1@usbank.com U.S. Bank Portland Main Complex 555 SW Oak St, Portland, OR 97204 | PD-OR-P7GB | www.usbank.com U.S. BANCORP made the following annotations --------------------------------------------------------------------- Electronic Privacy Notice. This e-mail, and any attachments, contains information that is, or may be, covered by electronic communications privacy laws, and is also confidential and proprietary in nature. If you are not the intended recipient, please beadvised that you are legally prohibited from retaining, using, copying, distributing, or otherwise disclosing this information in any manner. Instead, please reply to the sender that you have received this communication in error, and then immediately delete it. Thank you in advance for your cooperation. --------------------------------------------------------------------- From:Groves, Robert T To:Agenda Cc:Spiroff, Kimberly L Subject:FW: U.S. Bank Banking Services Proposal to City of Bozeman 2 of 2 Date:Friday, March 2, 2018 2:01:13 PM Attachments:City of Bozeman Final 2 of 2 - Exhibit 9_Access Online Report Samples.pdf On behalf of Kim Spiroff and U.S. Bank, please find U.S. Bank’s response to the City of Bozeman’s Request for Proposals for Banking Services, attached to this email per the City’s requirements. This email is part 2 of 2 of our submission. This portion is to provide Exhibit 9 – Access Online Sample Reports, to be incorporated into the full proposal submission, but redacted into a separate document for email delivery. Please reply to all to confirm your receipt and acceptance of our proposal. Please contact me if you have any questions regarding this. Thank you, Robert T Groves Government Banking Assistant Relationship Manager p. 503.464.4851 | robert.groves1@usbank.com U.S. Bank Portland Main Complex 555 SW Oak St, Portland, OR 97204 | PD-OR-P7GB | www.usbank.com U.S. BANCORP made the following annotations --------------------------------------------------------------------- Electronic Privacy Notice. This e-mail, and any attachments, contains information that is, or may be, covered by electronic communications privacy laws, and is also confidential and proprietary in nature. If you are not the intended recipient, please beadvised that you are legally prohibited from retaining, using, copying, distributing, or otherwise disclosing this information in any manner. Instead, please reply to the sender that you have received this communication in error, and then immediately delete it. Thank you in advance for your cooperation. --------------------------------------------------------------------- March 2, 2018 City of Bozeman, Montana Banking Services Proposal Presented to: Laurae Clark Treasurer City of Bozeman 406.582.2326 lclark@bozeman.net Presented by: Kimberly Spiroff Vice President Relationship Manager 406.447.5251 kimberly.spiroff@usbank.com Erin Ferrell Officer Treasury Management and Payments Consultant 406.651.2061 erin.ferrell@usbank.com U.S. Bank City of Bozeman, Montana 2 March 2, 2018 Laurae Clark Treasurer City of Bozeman Dear Laurae, On behalf of U.S. Bank and your relationship team, I want to thank you for the opportunity to respond to the City of Bozeman’s (the City) Request for Proposals for Banking Services. U.S. Bank values our strong relationship with you, which began in 2007, and look forward to growing and strengthening this relationship. As the nation’s fifth largest commercial bank, we are not only a leader in innovative banking technology, but also one of the nation’s strongest financially top-performing commercial banks. With a strong balance sheet and exceptional credit quality, we have the financial strength and stability to be the bank the City can rely on. For the tenth year, the Ponemon Institute named U.S. Bank the Most Trusted Bank. For the sixth year, Fortune magazine named U.S. Bank the number one superregional bank. You will find in our response the capacity to continue handling all of the City’s banking services. Our understanding of the City’s intricate policies, systems and processing requirements uniquely positions us to continue to provide the required services. With our consultative approach, meaningful enhancements to your banking processing efficiencies will only expand under a renewed contract with U.S. Bank. As your relationship manager, I will continue to partner with product specialists, like your treasury management payments consultant Erin Ferrell, to tailor our full range of services to your particular needs. Your daily treasury management servicing requests will also continue to be supported by your current Commercial Customer Service banking team. In pricing our proposal, we considered the banking services required by the City, as well as additional optional service enhancements. By renewing your contract with U.S. Bank, the City will not have any transition costs or efforts and can continue to focus on making additional operational improvements and cost saving efficiencies. Additionally, to further recognize our long-term relationship and show our desire to retain your business, we also offer the following:  An aggressive earnings credit rate of 50 basis points  Two free Epson Capture One remote deposit scanners valued at $3,300 We highly value our relationship with the City. As always, we are committed to providing sophisticated, consultative, relationship-based solutions for your banking needs. If you have any questions regarding our proposal, please do not hesitate contact me. Sincerely, Kimberly Spiroff, Vice President Relationship Manager 302 North Last Chance Gulch Helena, Montana 59601 406.447.5251 kimberly.spiroff@usbank.com U.S. Bank City of Bozeman, Montana 3 Table of Contents Confidentiality Agreement ....................................................................................................... 4 3) PROPOSAL FORMAT AND CONTENT ......................................................................... 5 4) MINIMUM QUALIFICATIONS ........................................................................................15 Attachment 1 ..........................................................................................................................17 Exhibits ..................................................................................................................................51 1. U.S. Bank Organizational Chart 2. U.S. Bancorp Corporate Profile 3. U.S. Bank Terms and Conditions 4. Detailed Pricing 5. Elavon Sample Reports 6. Sample Account Balance Reports 7. Schedule of Fees 8. Financial Proposal 9. Access Online Sample Reports 10. U.S. Bank Working Capital Engagement Recommendations 11. U.S. Bank Legal Review 12. U.S. Bank Insurance Review 13. U.S. Bank Master Services Agreement 14. Elavon Exceptions 15. Elavon Contract Response 16. Elavon Company Application 17. Sample Commercial Account Agreement Terms and Conditions 18. Sample Commercial Account Agreement United States U.S. Bank City of Bozeman, Montana 4 Confidentiality Agreement The information provided in this proposal is privileged and confidential and is only to be used by the City of Bozeman (the City) for the sole purpose of choosing a service provider. This information is the sole and absolute property of U.S. Bank and nothing is intended to, in any way, transfer ownership rights to the City. This information should not be shared outside of the City. Regulation W disclaimer: U.S. Bank N.A. is not responsible for the obligations of its affiliates. This proposal may contain certain nonpublic information about U.S. Bancorp and its subsidiaries and affiliates that we deem proprietary and confidential. By accepting these materials, you agree to use this information only to evaluate the proposal and to hold this material in confidence, sharing it only with your employees and advisors on a need-to-know basis. Should this information be subject to the Freedom of Information Laws governing disclosure of public information, U.S. Bank requests to be contacted before information is made public in order to request redaction of specific Confidential information including our business contracts/agreements, proprietary information regarding product functionality, custom process flows, pricing, operational procedures, processing site locations, service manuals, data security, disaster recovery details, SSAE16 reports, and implementation and disclosure documents. By your acceptance of these materials, you also acknowledge that U.S. Bancorp and U.S. Bank are not committing to extend credit or render services to you or any other person. For purposes of this proposal, we may have relied upon financial information provided to U.S. Bank by your authorized representatives or officers. You agree that U.S. Bank is not responsible for the completeness or accuracy of such information. This proposal has been prepared for discussion purposes only and may not be relied upon by any third party. The prices quoted in this proposal are firm and irrevocable for no more than 90 days until contract award and documentation. Thereafter, prices quoted will be held fixed for the term of the contract. This agreement can be terminated by either party with 30 days written notice. U.S. Bank City of Bozeman, Montana 5 3) PROPOSAL FORMAT AND CONTENT 1. COVER LETTER - Briefly introduce the Respondent, explain the Respondent’s interest in providing the Services, and articulate why the Respondent is qualified to provide the Services. Include the name, address, email address and phone number of the person who will serve as the Respondent’s principle contact with City staff. Identify individual(s) who will be working on the project. Our Cover Letter can be found on Page Two of this proposal. 2. BANK PROFILE - Introduce the Bank to the City and indicate how the City would rank compared to other customers of the Bank in relationship to size, complexity, and type of services. Provide an organizational chart depicting the various bank departments, including contacts that would be involved in the City’s banking relationship. Provide the location(s) (City and State) where bank processing takes place for each of the services addressed in Required Banking Services. As a Minneapolis-based bank, U.S. Bancorp blends our branch and ATM network with mobile and online tools that allow you to bank how, when and where you prefer. U.S. Bank is committed to serving our millions of retail, small business, wealth management, payments, commercial, wholesale and investment services clients across the country and around the world as a trusted financial partner. In 2017, U.S. Bank contributed more than $58 million to nonprofit organizations across the country through the U.S. Bank Foundation and corporate contributions. Additionally, employees contributed more than 188,000 volunteer hours through our Community Possible corporate responsibility platform. U.S. Bank appreciates and values our long-term relationship with the City. We are very familiar with your needs, and are fully capable of and willing to continue to provide banking services. We understand the unique needs and requirements of the City, as well as appropriate state statutes governing public deposits. Public sector relationships are highly valued at U.S. Bank. We commit significant resources to the public sector through our dedicated Government Banking division business line. Our extensive work partnering with over 5,000 political subdivisions of all sizes and levels of complexity gives us a unique perspective in meeting the needs of the public sector. For more than 150 years, we have fulfilled the financial needs of government entities like yours. Not only do we specialize in banking government entities, we also have a team of bankers with previous experience working for and within a variety of state and municipal offices. We provide some type of banking service to all 50 states and have primary relationships with over 22 state governments. This diverse expertise showcases our understanding of government’s detailed and specific operating and legal requirements, and how they differ from the private sector. Our national processing capabilities allow you to make deposits at any U.S. Bank location to any account and ensure continuity of service. The continuity and tenure of your U.S. Bank team is significant. Your relationship management team has logged more than 125 years of collective banking experience and 23 years average industry experience, with most of that time at U.S. Bank. Your relationship team will continue to be led by Kim Spiroff, who has more than 32 years of experience with the public sector. This demonstrates the experience the City will encounter in our daily interactions. Kim is a tenured banker with substantial government banking and credit experience. Erin Ferrell serves as your treasury management and payments consultant, and brings a wealth of experience in treasury management and government relationship management support. U.S. Bank City of Bozeman, Montana 6 Kim Spiroff Vice President Relationship Manager Government Banking 302 North Last Chance Gulch Helena, Montana 59601 Phone: 406.447.5251 Cell: 406. 431.2238 kimberly.spiroff@usbank.com Please refer to our Organizational Chart included as Exhibit 1 As your current service provider, our local Bozeman branch located at 104 E Main is already setup to accept the City’s daily deposit and change order needs. You also have the convenience of using our second location at 1460 N 19th Ave, Bozeman, Montana 59715. 3. FINANCIAL STRENGTH - Provide a copy or a working hyperlink of the Bank’s latest annual report. The Proposal should include key measures of the Bank’s health and current financial management including: a. Capital ratios b. Market capitalization and total assets c. Regional and holding company economic strength d. Nonperforming assets (loans and other, separately) e. Any exceptions made in conjunction with regulators U.S. Bancorp, with 74,000 employees and $462 billion in assets as of Dec. 31, 2017, is the parent company of U.S. Bank, the fifth-largest bank in the United States. Return on Average Assets (ROA) was 1.38 percent and Return on Average Common Equity (ROE) was 13.6 percent during the three months ended September 30, 2017. U.S. Bank capital generation continues to reinforce our capital position with:  Common equity Tier 1 capital ratio of 9.4 percent estimated for the Basel III fully implemented standardized approach  Common equity Tier 1 capital ratio of 9.6 percent; Tier 1 capital ratio of 11.1 percent; Total risk-based capital ratio is 13.2 percent Our website address is www.usbank.com. The most recent annual report and call reports are available at http://phx.corporate-ir.net/phoenix.zhtml?c=117565&p=irol-financialinfo f. Other income streams such as gains from the sale of securities or fixed assets For detail regarding U.S. Bank’s business model and income streams, please refer to our Corporate Profile included as Exhibit 2. Erin Ferrell, CTP Officer Treasury Management and Payments Consultant 6 24th Street West Billings, MT 59102 Phone: 406.651.2061 Cell: 406.876.5736 erin.ferrell@usbank.com U.S. Bank City of Bozeman, Montana 7 g. Indicate the Bank’s ratings from the following agencies and show ratings for senior debt, subordinated debt and long-term deposits: i. Standard & Poor’s ii. Moody iii. Fitch We are pleased to highlight our Standard & Poor’s, Moody’s and Fitch financial ratings, as listed below. We believe these high marks are a reflection of quality management, consistent risk/reward decision making, dedication of employees to carry out a sound business model and an underlying committed customer service culture. Working with U.S. Bank means you benefit from our stability. Our financial position remains strong due to diligent adherence to our prudent credit philosophy. Our conservative approach has resulted in ratings as the strongest, safest, most secure bank in the nation. Debt Ratings Moody’s S&P Fitch DBRS Ratings Outlook Stable Stable Stable Stable U.S. Bancorp Long Term Issuer Rating A1 A+ AA- AA Short Term Issuer Rating N/A A-1 F1+ R-1 (middle) Senior Unsecured Debt A1 A+ AA AA Subordinated Debt A1 A- A+ AA (low) Junior Subordinate Debt A2 BBB N/A AA (low) Preferred Stock A3 BBB BBB A Commercial Paper P-1 A-1 F1+ N/A U.S. Bank National Association Long Term Issuer Rating A1 AA- AA- N/A Short Term Issuer Rating P-1 A-1+ F1+ R-1 (high) Long Term Deposits Aa1 N/A AA AA (high) Short Term Deposits P-1 N/A F1+ N/A Senior Unsecured Debt A1 AA- AA AA (high) Subordinate Debt A1 A AA- AA Commercial Paper P-1 A-1+ F1+ N/A Counterparty Risk Assessment Aa2(cr)/P-1(cr) N/A N/A N/A Elavon Financial Services Limited Long Term Issuer Rating A1 AA- AA N/A Short Term Issuer Rating P-1 A-1+ F1+ N/A Long Term Deposits Aa2 N/A AA N/A Short Term Deposits P-1 N/A F+1 N/A Last Change in Ratings: February 21, 2018 h. Describe any pending mergers or acquisitions and how these changes might affect the City’s services. Strategic acquisitions extend our reach in some areas. We are asked regularly about our interest in acquisitions – and our answer is always the same. We are interested in deepening our market share where we already have a branch network. U.S. Bank expects to be a net branch grower in the coming years. Our acquisition focus includes discrete, strategic acquisitions which are smaller, rather than transformational, that are priced correctly and enhance our franchise, capabilities and product set and, ultimately, make sense. We are focused on our future and confident in our ability to deliver outstanding products, service and results for the benefit of our customers, communities and employees. U.S. Bank City of Bozeman, Montana 8 4. SECURITY AND CONTROLS - Briefly discuss the Bank’s security and controls and to the extent appropriate, discuss security for the services outlined in the Bank’s proposal, including what controls the Bank has in place to protect data integrity; ensure that files or transactions are not duplicated or lost; prevent unauthorized transactions; reduce bank employee errors and detect or prevent fraud. Also, discuss the Bank’s experience with the frequency of fraud in each service area. U.S. Bank has four levels of in-house security to ensure protection of all EDI systems and transaction data. The four levels of security are:  First level—IBM Mainframe Based Security, also known as Resource Access Control Facility (RACF).  Second level—Customer Information Control System (CICS) Security.  Third level—EDI System Access Security, where EDI limits access to approved individuals defined by the EDI system.  Fourth level—Internal EDI System Function Capability Access Security, where specific functions are granted or restricted by individual EDI user. Each level of security requires a unique user ID and password for access. For added security, U.S. Bank Operations and Information Technology staffs do not have update access to modify the content of clients’ EDI files. Only senior management in Mainframe Operations can access the files to modify or resolve problems with the files. The Application server is in the internal network and protected by two levels of firewalls from the internet. We use enterprise standard user authentication. U.S. Bank does not outsource any of our EDI security activities to third parties. U.S. Bank has implemented the Data Integration File Control System to ensure a file that U.S. Bank receives for processing was sent by an authorized user at the customer. We have implemented encryption and authentication to further protect customer data. U.S. Bank offers a choice of two systems: The File Control System employs a password secured audio response unit (ARU) to collect control information regarding a client’s payment file. The ARU option requires access to a touch-tone telephone. When transmitting the payment file to U.S. Bank, the City calls the ARU using a touch-tone telephone keypad to respond to a series of questions.  User password. The system limits the number of password attempts before cutting off the call.  File level control information. This information is then compared to the information contained within the file sent to U.S. Bank.  The client is contacted if the values do not agree. Also, the client is contacted if U.S. Bank receives only one component—the file or the ARU—without the other. The 831 Application Control Totals transaction set approach has the client sending a summary file of the 820s sent—the 831 Application Control Totals transaction set—to U.S. Bank and U.S. Bank responding with a 997- Functional Acknowledgement and/or an 824- Application Acknowledgement. If the amounts do not match, U.S. Bank does not release the file until you authorize the file contents. Callbacks are the only significant manual activity done with U.S. Bank automated initiation services. U.S. Bank performs callbacks based on the following criteria:  All wire transfers with an error condition, such as insufficient covering funds or incorrect PIN  All wire transfers that exceed the PIN limit of the initiator  All non-repetitive wire transfers initiated through voice or that exceed $10,000  All non-repetitive wire transfers initiated through SinglePoint that exceed the predefined authorized limits per initiator U.S. Bank City of Bozeman, Montana 9 5. DISASTER RECOVERY AND EMERGENCY PREPAREDNESS - Briefly describe the Bank’s disaster recovery plan. Disclose how many times in the last twelve months that the Bank has experienced an unscheduled downtime that lasted more than 30 minutes and the length of the longest downtime. Describe the most common causes of unscheduled downtimes. Describe the Bank’s contingency plans for critical processes such as payroll ACH, wire transfers, purchasing card transactions and administration, and online transactions. Also, describe the Bank’s ability to assist the City in the event of a disaster within the City resulting in temporary unavailability of City offices and equipment. Briefly describe the Bank’s continuity plan should service officers change, including how the Bank could guarantee a promised level of service, etc. following such change. Discuss how the Bank will communicate with the City and conduct reviews of the banking relationship, including taking corrective action where necessary. The U.S. Bancorp Enterprise Preparedness Program establishes and supports our organization’s Business Continuity and Contingency Planning Program. The program is designed to evaluate the impact of significant events that may adversely affect customers, assets or employees. This program helps ensure that we can recover our mission-critical functions and applications, thereby meeting our fiduciary responsibility to our stakeholders and complying with the requirements of the Federal Financial Institutions Examination Council (FFIEC), the Securities and Exchange Commission (SEC), the Office of the Comptroller of the Currency (OCC), the Financial Industry Regulatory Authority (FINRA) and the Office of the Superintendent of Financial Institutions (OSFI). In addition, we have met all recovery criteria as prescribed by the Interagency White Paper on Sound Practices to Strengthen the Resilience of the U.S. Financial System. The U.S. Bancorp Board of Directors approve the U.S. Bancorp Enterprise Preparedness Policy annually, and key issues and status are reported to the Board and senior executives on a periodic basis. Crisis Management manages and coordinates the enterprise response to adverse events that threaten to harm our organization, stakeholders, employees, assets or reputation. The enterprise response focuses on the safety of all employees, customers and assets of U.S. Bancorp; minimizing disruption of service and/or inconvenience to customers; returning to a business as usual state as quickly as possible; and limiting any potential liability of the organization. Additionally, Crisis Management maintains situational awareness and facilitates Crisis Management planning, conducts training, tests, exercises and maintains the emergency notification system. Crisis Management oversees the information flow between our lines of business, tiered response teams and executive management. The tiered incident response teams consist of the following:  Executive Crisis Management Team  First Response Executive Team  International Response Team  Emergency Response Team The U.S. Bancorp Pandemic Preparation and Response Plan was developed in partnership with our executives, senior leaders and other critical support departments to prepare for the possibility of pandemic flu in the same way that we prepare for other events that could affect our employees, customers and communities. The plan was prepared in communication with public officials, pandemic planning experts, various state and local organizations, and other financial institutions and businesses. U.S. Bank City of Bozeman, Montana 10 The plan augments procedures already in place as part of the existing Enterprise Preparedness Program and outlines strategies to mitigate the impact of a pandemic upon our company, employees and customers. We have resources dedicated to the Enterprise Preparedness Program and detailed Business Continuity Plans and Disaster Recovery Plans for the restoration of critical processes, applications, infrastructure and operations. Key features of our planning process include:  Employee safety strategies and communications/notifications  Systems and telecommunications accessibility  Alternate physical site location and preparedness  Emergency notification processes and systems  System and data backup and recovery  Pandemic and high employee absenteeism The Enterprise Readiness Services department coordinates strategy, planning, testing, reporting and monitoring of the U.S. Bancorp Enterprise Preparedness Program across our organization. The Enterprise Readiness Services department has set forth guidelines which incorporate industry best practices for recovery of critical business units, recovery of technology, and emergency and crisis management response and integrates the program into the overall risk management framework.  Criticality assessments—The Criticality Assessments are used in the determinations of business process and application recovery time objectives which addresses impacts based on financial, operational, reputational and regulatory risk factors.  Business impact analysis (BIA)—The BIA measures the effects of resource loss and escalating losses over time in order to provide management with reliable data upon which to base risk mitigation and continuity planning. BIA is reviewed biennially in conjunction with plan.  Threat vulnerability assessment—Our Enterprise Preparedness Program utilizes a Threat Vulnerability Analysis (TVA) process, biennially, to assess the risk of major natural hazard events and the impacts of those events on our corporate locations and the mission critical processes/technologies executed at those locations. This analysis drives strategic recovery planning for continuity of operations for these processes and technologies at the selected locations. The planning process assists in mitigating the potential concentration risk exposure of a single natural hazard or man-made event to any particular location or process.  Business continuity, disaster recovery and vendor service plans—The plans are a documented collection of procedures and information that is developed and maintained to enable us to provide products and services at an acceptable predefined level in the event of a business, technology or third party disruption. Recovery Plans are reviewed and approved by senior management biennially at a minimum, or as changes occur to mission critical functions and applications or as a result of issues discovered during exercises/tests.  Exercising/testing—All aspects of the plans are exercised/tested in accordance with regulatory requirements and our Enterprise Preparedness Policy guidance, and to demonstrate the level of recoverability. This includes plan activation simulation, including recovery strategies, crisis management and response, business continuity processes, and critical infrastructure disaster recovery. Key mission critical applications are exercised on a quarterly basis. Business Continuity Plans are exercised on an annual basis. Mainframe data is mirrored and replicated to the hot site and server backups are stored off-site in a secured climate-controlled environment. All exercise testing is measured and reported with identified issues documented and remediated.  Audit—Annual internal audits and periodic OCC/Federal Reserve exams are conducted on our Enterprise Preparedness Program.  Board of Directors Updates—Enterprise Readiness services provides annual updates at a minimum on the status of our Enterprise Preparedness Program to the Audit Committee of the Board of Directors of U.S. Bancorp.  Employee training and awareness—Employee training and awareness includes biennial training courses, evacuation procedure awareness and identifying employees’ roles and responsibilities during U.S. Bank City of Bozeman, Montana 11 an adverse event. Clear communication during an event is vital. Employees who support mission critical operations and technologies are trained through participating in functional exercises of recovery plans. Our business continuity plans are developed and maintained to address recovery strategies for such events as: pandemic/high employee absenteeism, technology outages, natural hazard impacts, etc. Below are examples of what might occur during an interruption of normal business operations. In the event a business site becomes inaccessible, we presently employ the following recovery strategies for mission critical functions:  Transfer work—Work is transferred to another location that does the same business function or has been cross trained.  Relocate people within business—Team members are relocated to another site.  Relocate to regional recovery center—A location, other than normal facility, will be used to process data and/or conduct critical or necessary business functions.  Vendor work area recovery—An external site will be used for the recovery of mission critical personnel and processes utilizing a third party owned location.  Work from home—Team members will work from home on a bank-owned device. In the event of a data center outage, we utilize an internal alternate data center, which is geographically disbursed, and utilizes near real-time data replication on an encrypted WAN connection to our recovery data centers within the prescribed recovery point objectives. In the event of a major disaster at U.S. Bancorp that impacts your product or service, a member of the applicable product or service client support team will communicate with you. Since it is impossible to anticipate every type of potential disaster, there can be no assurance that there will be no interruption of our business functions in all circumstances. The mission of our Enterprise Preparedness program is to minimize the impact of any disruption. This overview is subject to modification by U.S. Bancorp at any time. 6. DISPUTE RESOLUTION - Briefly describe the Bank’s dispute resolution policy when addressing concerns or questions raised by the City. Describe the Bank’s policy for issues not resolved to the City’s satisfaction. Specifically identify if the City will be required to submit disputes to binding arbitration. Detail the City’s rights as a customer and the recommended steps when issues need to be escalated to a higher management level to be resolved. Please provide a list of contact names and numbers of your banking staff that can best address questions or concerns raised by the City. Please include brief descriptions next to the contact names of the issues that are handled by the individual. First Level of Response: Commercial Customer Service When the City first identifies an issue, your first step is to report it to CCS, who will enter it into our call tracking system and attempt to resolve it. Regardless of the quality of U.S. Bank’s services, all clients have questions which must be answered each business day. Commercial Customer Service provides a premier level of service on your depository and treasury management products. Our specially trained staff will respond to both routine and complex inquiries such as dispute resolution through online access to our many systems and product databases. U.S. Bank City of Bozeman, Montana 12 As your current service provider, our dedicated Commercial Customer Service team will continue to serve as your first point of contact for day-to-day account information, servicing issues, customer support and dispute resolution. Your assigned team of service bankers includes: Racheal Williams, Lisa Dolan, Arlene Baluca, Anne Adriano, Spencer Gordon, and Evangeline Abanes. Jake Pascua is the team leader. Each team member is extensively trained to quickly provide the City with accurate information. This focus is indicative of our desire to exceed client expectations for inquiry turnaround. Your Commercial Customer Service team is available to assist you from 8 a.m. to 6 p.m. MST. The team can be reached directly at 800.346.2249. This team is focused on providing same day problem resolution to our clients. Each team member is extensively trained to quickly provide accurate information to the City. This focus is indicative of our desire to exceed client expectations for inquiry turnaround. If the service banker is unable to resolve the issue, CCS escalates it to a product-specific Level Two support team. Second Level of Response: Escalation to Appropriate Operations and/or Implementation Managers If an issue requires escalation and more detailed second level support, the CCS banker assigns the issue to an operations or technical area to facilitate the resolution through our call tracking system. Level Two support team resolves issue and updates tracking data, or if not resolved, interested parties are brought together to assist in resolution. Parties could include:  CCS team leader or site manager - Jake R Pascua, 206.342.7040  Relationship manager – Kim Spiroff, 406.447.5251  Treasury management and payments consultant - Erin Ferrel, 406.651.2061  Treasury management support manager - Jeffrey L Arbizzani, 406.447.5222  Operations manager – varies by product Third Level of Response: Escalation to Senior Management Should further escalation be required, the CCS service banker escalates the issue to their team leader or CCS site manager, who works directly with escalation contacts for all operations and technical areas. The relationship manager will be part of this process. Senior management team members meet each Friday to address and solve escalated issues, keeping ownership until the root cause is determined and resolved. Reasons for escalation at this stage include:  Issues with unacceptably prolonged closure  Issues for customers experiencing abnormally high quantity and/or frequency of service quality or system performance issues  Chronic, recurring issues  Issues that risk or may risk the customer relationship The issue is escalated by an appropriate manager (as listed in Level Two) sending an email summarizing the situation to the Operation Servicing Issues group. An appointed senior management banker will then log the issue and engage appropriate operations (or other groups) in the research and resolution of the issue. All open issues are reviewed in the Treasury Management Operations Service Quality meeting every Friday. The purpose of the meeting is to review actual performance relative to all operations and IT service level agreements (SLAs). SLAs relate to system availability, accuracy and responsiveness. IT and operations managers speak to causes and remedial actions in process relative to missed SLAs. For more information regarding disputes binding arbitration and rights, please refer to page four of U.S. Bank City of Bozeman, Montana 13 U.S. Bank Terms and Conditions included as Exhibit 3. 7. SUBCONTRACTED SERVICES - For each service described in the Bank’s proposal, indicate if a subcontractor is used. Include the subcontractor’s name and location (City and State). Specify who the City’s contact will be for all issues, from small and incidental to those that are significant, critical or escalated. If City is to contact subcontractor directly, please provide a list of contact names and numbers for each subcontractor. Please include brief descriptions next to the contact names of the issues that are handled by the individual. Describe the Bank’s process for resolving issues and policies for communication between the City, the Bank and its subcontractors. Describe the Bank’s policy for issues with subcontractors not resolved to the City’s satisfaction. There are no subcontracted services at this time. Elavon, Inc. (Elavon) is a wholly-owned subsidiary of U.S. Bank, National Association. Elavon, as the acquirer, is the entity responsible for processing payment transactions and is the contracting entity for such services. 8. CUSTOMER REFERENCES - Provide references from at least five (5) organizational customers to which the Bank is currently providing the services included in this RFP. Cities or other governmental references are preferred. References should include the entity, a contact name, email address, and phone number. U.S. Bank has more than a century of experience providing specialized financial services to local, state and federal entities. The responsibility for working with public entities has been vested within the Government Banking division, a specialized functional group, because public authorities pose a particular set of considerations; including collateralized deposit management, restricted credit documentation, fund accounting financial analysis and state-specific regulatory environments. We are proud to provide our references to confirm our clients’ confidence in our ability to deliver the highest quality products and services, and will be pleased to provide more references upon request. State of Montana Kyndra Cozzie kcozzie@mt.gov 406.444.2624 City of Billings Teri Walker walkert@ci.billings.mt.us 406.657.8363 City of Great Falls Melissa Kinzler mkinzler@greatfallsmt.net 406.455.8476 City of Missoula Leigh Griffing lgriffing@ci.missoula.mt.us 406.552.6122 U.S. Bank City of Bozeman, Montana 14 Butte Silver Bow Danette Gleason dgleason@bsb.mt.gov 406.497.6323 9. RESPONSE TO REQUIRED BANKING SERVICES AND VALUE ADDED SERVICES - The City requests detailed responses to Attachment 1 regarding services. Please see Page 16 for detailed responses to Attachment 1. U.S. Bank City of Bozeman, Montana 15 4) MINIMUM QUALIFICATIONS Banks must demonstrate all of the following minimum requirements: 1. Be an Equal Opportunity Employer. It is U.S. Bank policy to prohibit both discrimination against and harassment of any employee or applicant on the basis of race, religion, color, age, sex, creed, national origin or ancestry, citizenship, marital status, sexual orientation, gender identity or expression, genetic information, disability, veteran status or other factors identified and protected by federal, state and local legislation. We will recruit, hire, train and promote individuals in all job titles and ensure all other personnel actions are administered without regard to an individual’s disability, veteran or other protected status. All employment decisions will be based only on valid job requirements, and extend to all terms, conditions and privileges of employment including, but not limited to, recruitment, selection, compensation, benefits, training, promotion and disciplinary actions. Our nondiscrimination and anti-harassment policies are also included in the Code of Ethics and Business Conduct handbook. U.S. Bank is a federal contractor subject to Executive Order 11246, as amended, as well as Section 503 of the Rehabilitation Act of 1973, as amended, and Section 4212 of the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended. We are committed to equal employment opportunity, and it is our policy to take affirmative action to employ and advance in employment protected veterans (disabled veterans, recently separated veterans, Armed Forces Service Medal veterans, or Active Duty Wartime or Campaign Badge veterans) and individuals with disabilities at all levels of employment, including the executive level. We also will provide reasonable accommodation to the known physical or mental limitations of an otherwise qualified employee or applicant for employment, unless the accommodation would impose undue hardship on the operation of our business. Employees or applicants with a disability or protected veteran status are invited to self-identify and be considered under the affirmative action program at any time. This information is voluntary and refusal to provide it will not subject employees or applicants to adverse treatment. Information disclosed is kept confidential and separate from other personnel records, and will not be used in ways inconsistent with the above- mentioned laws. In accordance with applicable non-retaliation laws, including Section 4212, Section 503, or their implementing regulations, employees and applicants can raise concerns and make reports in good faith related to any federal, state or local equal employment opportunity (EEO) or affirmative action (AA) statute. In addition, employees and applicants shall not be subjected to harassment, intimidation, threats, coercion or discrimination because they have engaged in or may engage in: filing a complaint; assisting or participating in an investigation, compliance evaluation, hearing or any other activity related to the administration of any EEO law; opposing any act or practice made unlawful by EEO laws; or exercising any other employment right protected by federal, state or local EEO laws or their implementing regulations. EEO complaints may be made directly to us by contacting any Human Resources representative. Complaints may also be filed with local or state human/civil rights agencies. U.S. Bank takes affirmative action to contract with businesses owned by women, minorities and other diverse suppliers. We incorporate nondiscrimination regulations into contracts, and notify our subcontractors, vendors and suppliers of EEO/AA policies and obligations through our annual Third Party Code of Conduct process. We maintain written affirmative action programs which describe our efforts to employ and advance in employment minorities, women, individuals with disabilities and protected veterans, including an audit and reporting system to determine overall compliance with EEO/AA mandates. Requests to view our affirmative action programs or questions regarding these programs, this policy statement, or our U.S. Bank City of Bozeman, Montana 16 invitation to self-identify as an individual with a disability or protected veteran may be directed to your relationship manager, who will coordinate with Human Resources. 2. Be Federal Deposit Insurance Corporation (FDIC) insured, be a Federal or State of Colorado chartered bank and be a member of the Federal Reserve System. U.S. Bank National Association (U.S. Bank) is a national bank organized and existing under the laws of the United States. As a national bank governed by federal law, U.S. Bank is authorized to conduct banking services in all fifty states and is not required to register individually in each state where it conducts business. U.S. Bank is a member of the Federal Reserve System. The U.S. Bank Federal Reserve RSSD number is 1119794. As a National Bank, U.S. Bank is FDIC insured and has been since January 1, 1934. Our FDIC certificate number is 6548. All U.S. Bank branches adhere to applicable business licensing requirements and post such licenses within the branch. U.S. Bank will comply with particular state or local requirements contained within the RFP. 3. Maintain a “Satisfactory” or higher rating under the Federal Community Reinvestment Act (CRA). U.S. Bank National Association is proud to have received an Outstanding rating on our CRA performance evaluation from the Office of the Comptroller of the Currency (OCC) for the lending, investment and service tests as of March 31, 2012. The U.S. Bank overall rating was downgraded from Outstanding to Satisfactory due to an issue from several years ago that was resolved in 2015. We are committed to bringing our overall rating back up to Outstanding. At U.S. Bank, we work hard to get better every day in all areas of our business, including our CRA rating. The most recent copy of our Community Reinvestment Act Evaluation can be found on our website: https://www.usbank.com/community/cra-performance-evaluation.html 4. Be free of any obligations and interests that might conflict with the interests of the City of Bozeman. To the best of our knowledge, U.S. Bank is free of any obligations and interests that might conflict with the interests of the City. 5. Have an existing branch in the City of Bozeman. Yes. There are two branches; 104 E Main St, Bozeman, Montana 5971, and 1460 N 19th Ave, Bozeman, Montana 59715. 6. Bid on and have the ability and capacity to fully provide the Services by an experienced professional staff. Yes. As your current service provider, U.S. Bank is fully capable to bid on and service the City. U.S. Bank City of Bozeman, Montana 17 Attachment 1 RESPONSE TO REQUIRED BANKING SERVICES AND VALUE ADDED SERVICES– The City requests detailed responses to the following: A. Please provide a description of how the Bank manages and reports its collateral of public funds deposits. Also, please describe the securities to be used for collateral, and the frequency of reporting to the City, and fully describe how the City would protect its position in the collateral in the event of a failure of the Bank. Please include your charge (if any) for this item. U.S. Bank’s Collateral Management group monitors end of day ledger balances for collateral protection. Monthly reports are provided, upon request. U.S. Bank provides you with an option for an electronic collateral statement that is delivered by the second day of the following month. The statement provides security description, maturity date, par value, current par value and market value, in addition to the percentage of coverage based upon account balances. This is useful to ensure the City is in compliance with the laws governing their deposits and to verify that the bank has also complied with the same laws. All City deposits are collateralized at 100 percent. The City has in place a AAA rated Federal Home Loan Bank (FHLB) of Cincinnati irrevocable standby letter of credit for collateral protection. A letter of credit offers immediate cash should the bank fail to perform their demand deposit obligations. Also, a guaranteed dollar level rather than a fluctuating market value of securities that are subject to market volatility. In the event U.S. Bank failed to perform our demand deposit obligation, the City would present the assigned Letter of Credit and Sight Draft to the FHLB Cincinnati. Should the City provide the documents prior to 1 p.m. MT, you will receive the funds the same day. a. Include in your fee quote, if any is charged, the cost to process returned checks and a description of when the fee is assessed (at each presentment or following the second processing). Please refer to our Proposed Account Analysis for Detailed Pricing included as Exhibit 4. b. Describe the Bank’s return item processing procedures including any non- standard options that are available. For branch services adjustments, separate adjustment advices may be prepared. Copies of adjustment advices may be picked up at the branch daily or mailed to the client’s account address on our system. Our standard service is to chargeback item(s) to the deposit account on the first return. We do not automatically redeposit any item without special instructions. U.S. Bank currently processes returned items at two operations centers: St. Paul, Minnesota and Portland, Oregon. Returned items are processed in an image-based environment using Touchless Returned Item Processing System (TRIPS) software. One of the most sophisticated in the industry. Clients can establish special instructions for redeposits, email or, fax notification, mail advices/items to an alternate address, charge items to an alternate account or provide duplicate advice copies. Transmission of returned item information with option images is also available. Online decisioning U.S. Bank City of Bozeman, Montana 18 for current day items and reporting of previous day detail is available through SinglePoint. Special instructions are available by account or location. U.S. Bank matches ACH return items to a combination of the following on the control file:  Trace number  Receiving financial institution routing and transit number  Credit versus debit transaction code  Dollar amount  Account number If one of these fields does not match, the returned item becomes an unresolved return.  U.S. Bank ACH reviews each unresolved return and if the returned item is still unresolved, may then settle the amount to the City’s settlement account.  The exception does not appear in the City’s information reporting since they are handled manually due to the original item no longer existing within the ACH system.  We manually fax all unresolved return reports to the City. The volume of unresolved returns is very low. U.S. Bank ACH return item processing is completed at end of day, at which time funds are posted to the account. ACH return reports are available the next business day. There are three options for viewing previous day settled ACH returns online:  ACH Settlement report  ACH Return and NOC report via special reports  ACH Return and NOC report via standard reporting (includes advanced filter, sort and export options) Each of these reports is available from SinglePoint’s special reports menu. ACH returns can also be reported back to the City via fax or transmission. The ACH Return Transmission reports previous day settled returns or current day returns that will settle at end of day and is available by 8 a.m. CT. Additional return and notification of change items are sent from other financial institutions with same day ACH items. These items appear on the ACH Return reports the following business day. If the City opts to receive your return and NOC information in a NACHA formatted file via direct file transmission, you may opt to add another return settlement later in the day and receive those additional items in another transmission file. To assist with the collection of returned items, we offer a redeposit service. The City instructs U.S. Bank to automatically redeposit and represent an ACH transaction returned for non-sufficient funds (NSF RO1) or uncollected funds (UCF RO9). Items can be redeposited up to two times per NACHA rules and the City can determine the number of days or day of the month to schedule the redeposit. You can also specify a minimum and/or maximum dollar amount for the transactions you want redeposited. Reporting of items using this service is available from SinglePoint special reports, by fax or by transmission. c. Describe in detail the disbursement products offered by your bank and the specific process the City can expect. As a current customer of U.S. Bank, you are familiar with and utilize our disbursement tools. For your consideration, as discussed in our Working Capital Engagement last fall, the City would benefit from our Consolidated Payables services. U.S. Bank City of Bozeman, Montana 19 U.S. Bank Consolidated Payables Service By sending a single payment and remittance file, U.S. Bank Consolidated Payables Service can generate various payment instruments, including ACH transactions, wire transfers, checks and virtual card payments, so you don’t need to maintain and support four separate payment processes. You can capture efficiencies and cost savings by migrating from paper-based check payments to electronic payments. U.S. Bank Supplier Enrollment provides a complete program focused on expanding supplier acceptance of electronic payments. As payment types change, those payment origination instructions can remain within your single Consolidated Payables payment origination file. Payment-specific features include:  Streamline ACH origination including remittance information—We offer a full suite of ACH capabilities that support your migration from paper to electronic payments. ACH payee remittance reporting delivers business payee remittance information separate from ACH payment via secure email.  Mix wire types—U.S. Bank Batch Wire can contain a mixture of repetitive, semi-repetitive and non-repetitive transactions for both domestic and international payments, offering you flexibility and efficiency.  Outsource your check printing—U.S. Bank Check Payables provides an efficient and secure solution for check payment production. U.S. Bank will facilitate the entire process to print, stuff, seal and mail the checks and corresponding remittance detail. A checks-issued file is provided to our account reconciliation and positive pay services to ease management of the check clearing process and help reduce check fraud.  Create virtual card payments—U.S. Bank Access® Online Payment Plus allows you to increase control over spending and reduce your risk through the use of pre-authorized limits and single-use accounts. With U.S. Bank Consolidated Payables you can send your payment instructions in a data format familiar to your systems, reducing the need to revise databases or financial systems to distribute payment instructions. Our data translation features support industry standards such as ANSI X12, as well as proprietary formats. Additional services that compliment disbursement include the following:  Account reconciliation services—U.S. Bank Account Reconciliation delivers prompt and accurate computer-generated reports on paid and outstanding checks. Our services reduce your clerical work, help reduce fraud and give you more time to run your business. Our services are designed to fit with your computerized accounting system and provide you flexible reporting options for a wide variety of accounting cycles.  Image services—SinglePoint Image Access enables you to retrieve and review sharp, detailed images of all paid checks, deposit tickets, deposited checks and returned deposited checks using the internet. SinglePoint Image File Delivery enables you to receive a transmission of images and associated index information of paid checks and deposit tickets which can be imported into your image Studies have shown that electronic and comprehensive payables programs significantly boost productivity. They also help your accounts payable manager to schedule disbursements more precisely and provide your treasury management staff with a better picture of your organization’s cash position. U.S. Bank City of Bozeman, Montana 20 archive. U.S. Bank Image Archive enables you to receive a CD-ROM(s) of images of all paid checks at the end of the statement cycle.  Stop payment options—SinglePoint Stop Payments has powerful search and stop payment tools that enable you to initiate stop payments online. This is accomplished by simply initiating a check inquiry by entering and importing stop payment requests. d. Describe online banking services provided: i. Electronic copies of the front and back sides of paid checks. Electronic copies of the front and back sides of paid checks are available on SinglePoint. Image Access is a service the City currently utilizes to access checks paid. ii. Show transmissions of checks issued and reflect items as they are paid, voided or stopped. U.S. Bank offers account reconciliation reporting through SinglePoint. The City can select from a variety of report options, including reconciliation summary reports, reconciliation data files containing the detailed disbursement transactions, daily checks paid and outstanding check files. iii. Reconciliation reports available online in real time? If there is a lag, please specify the lag time. Current day information can be scheduled throughout the day from 6 a.m. MT to 6 p.m. MT for up to 15 minute intervals. Previous day information can be scheduled to be delivered daily, weekly or monthly. International information can be scheduled to be delivered daily, monthly or at custom times any half hour over a 24-hour period. e. Regarding voids, errors, and other exceptions: What is the Bank’s standard for timely corrections? Reporting is provided within one business day and may consist of mail, fax and email communications. A copy of the item, backup documentation and an adjustment letter with a case number and the name of an adjustment contact are provided with the adjustment. f. Positive Pay with Payee Validation - State whether you offer positive pay with payee validation; describe the process offered, its advantages and disadvantages; and disclose all risks and costs to the City with regard to this service. The City is currently utilizing positive pay services with teller payee with U.S. Bank. U.S. Bank offers positive pay with payee validation. These services can be activated at a later date with discounts applied. Our Detailed Pricing attachment does not currently reflect payee validation services. Payee positive pay includes payee verification at the teller line and on all other items (deposited items and cash letter items). The City will need to evaluate your check stock to determine if it meets the payee positive pay formatting guidelines. The check image will then be tested to determine if the payee name can be read from the check image. B. Please provide a description of how the Bank handles deposits. Please include your charge (if any) for this item. As your current provider, the City will continue to utilize our local U.S. Bank location at 104 E. Main Street in Bozeman, Montana. We also have another location at 1460 N 19th Street in Bozeman. U.S. Bank City of Bozeman, Montana 21 Standardized operating procedures ensure consistency and quality of cash processing across our branch network, regardless of how many branch locations you utilize. These branches offer drive-thru and night drop services, allowing you to feel secure knowing your funds are safe with us, instead of leaving your daily deposit at the store or office overnight. a. Describe the Bank’s remote check deposit process, the deposit cut-off times, and disclose all risks and costs to the City with regard to this deposit method. As one of the first banks to offer a remote capture product in the market, U.S. Bank delivers more experience with remote capture processing, with a larger installed client base than most competitors. We offer remittance handling capabilities, such as automated capture of remittance coupon data, remittance file delivery options and payment application capabilities that outdistance many of our competitors. U.S. Bank is also one of few providers offering a mobile remote deposit capture solution specifically designed to meet the needs of businesses with employees in the field who receive a low volume of check payments. Mobile deposit capabilities are fully integrated with On-site Electronic Deposit, enabling business customers to make check deposits using supported mobile devices. On-site Electronic Deposit Mobile allows businesses to submit mobile check deposits with or without secondary review and approval by the back-office depending on what level of additional security and audit control businesses desire. Mobile check deposits undergo extensive validation and duplicate detection processes, and are fully integrated with On-site Electronic Deposit reporting and image archival. On-site Electronic Deposit provides an unparalleled degree of configurable operational flexibility. It can be deployed in a configuration that eliminates physically depositing checks. On-site Electronic Deposit can also be configured to function as a distributed desktop remittance processing platform with automated remittance data capture, field-level parsing and intra-day remittance file transmissions for auto-posting. Reverse posting files can be transmitted to make the process nearly fully-automated. (There will always be exception items that require human interaction.) Centralized configuration of user roles and permissions, a hierarchical and ultimately scalable region/group/location/account structure, and work modules or queues (the Scan, Key, Balance, Approve functions) all come together to provide unlimited possibilities for deployment and control. Workflow definition and separation of duties will support your organization’s preferences or policies for handling this type of work with your staff. On-site Electronic Deposit can be configured to provide deposit tracking/reporting electronically with three basic approaches. You can use any or all of the approaches, as needed, at different locations:  Aggregate batches generated from a single location or multiple locations into one end-of-day deposit credit (per deposit account)  Post deposit activity at each location as a unique deposit credit using location deposit serial numbers, at the location or sub-account level (per deposit account)  Mimic each (or any) location’s use of serially-numbered or sequentially-numbered deposit tickets, where each batch, via a unique deposit identifier number, will generate a separate deposit credit (per deposit account) U.S. Bank City of Bozeman, Montana 22 All activity is reported on your information reporting (current day and previous day) viewed via SinglePoint (or on your bank statement); each showing the deposit reference number and float assignment. The following table illustrates the deposit deadlines (in Mountain Time) for same-day ledger credit of funds: Deadline Description Deposit Deadline U.S. Bank Processing Time Morning 7 a.m. 9 a.m. Mid-Morning 10 a.m. 12 p.m. Mid-Day 1 p.m. 3 p.m. Early Evening 5 p.m. 7 p.m. End-of-Day 9 p.m. 11 a.m. Epson CaptureOne™ 30/60/90 • Rated at 30, 60 or 90 documents per minute (dpm) • Processes items in single or batch mode • Captures front and rear image • Duplicate check 14” L x 6.3” W x 6.9” H Document Size: Minimum: 2.5” x 4.8” Maximum: 4.9” x 9” Standard Manufacturer Warranty : 2 Years *Warranty Upgrade: • Additional 1 or 2 years beyond the Standard Manufacturer Warranty. • Batch processing • High check volume • 2 Year standard warranty • Supports franking in single item and batch scanning mode • On-off switch The City will be required to retain their physical items on-site for a period not to extend 30 days. We suggest seven days to ensure the item was accepted with no questions. In the event the check was not legible, the City may be contacted to provide the original. In the event of a correction or adjustment, reporting is provided within one business day and may consist of mail, fax, and email communications. A copy of the item, backup documentation, and an adjustment letter with a case number and the name of adjustment contact are provided with the adjustment. b. Describe the Bank’s process to research and pull copies of items deposited remotely. The City currently utilizes SinglePoint Image Access to review a seven year archive of paid items. Image Access also has the capability to image deposited items done by the City. Pricing can be provided at a later date. For deposits done through our On-Site Electronic Deposit portal, your images are stored in the EDM server archive. You have online access for query and retrievals of items for 25 months. Multiple search parameters provide users the ability to quickly get to the item(s) needed. Additionally, deposited item images are stored in the bank’s SinglePoint system. The images will be provided for you upon request. c. Describe the Bank’s deposit requirements for cash vault deposits, check processing and any other depository requirements and the Bank’s procedure for deposit exceptions and corrections. If any exceptions are identified and corrections needs to occur, your dedicated Commercial Customer Service representative will be able to assist you. U.S. Bank City of Bozeman, Montana 23 d. Describe the bank’s process for researching deposit information and state any associated costs. If research is required, your dedicated Commercial Customer Service representative will be able to assist you. Your relationship manager will work with you to address any charges for research requested by the City. e. Please provide a description of how the Bank manages and reports its collateral of public funds deposits. Also, please describe the securities to be used for collateral, and the frequency of reporting to the City, and fully describe how the City would protect its position in the collateral in the event of a failure of the Bank. U.S. Bank will secure the City’s funds in accordance with the Montana Code Annotated, 7-6-207. As previously mentioned, U.S. Bank Collateral Management Group monitors end of day ledger balances for collateral protection. Monthly reports are provided, upon request. U.S. Bank provides you with an option for an electronic collateral statement that is delivered by the second day of the following month. The statement provides security description, maturity date, par value, current par value and market value, in addition to the percentage of coverage based upon account balances. This is useful to ensure the City is in compliance with the laws governing their deposits and to verify that the bank has also complied with the same laws. All City deposits are collateralized at 100 percent. The City has in place an AAA rated Federal Home Loan Bank (FHLB) of Cincinnati irrevocable standby letter of credit for collateral protection. A letter of credit offers immediate cash should the bank fail to perform their demand deposit obligations. Also, a guaranteed dollar level rather than a fluctuating market value of securities that are subject to market volatility. In the event U.S. Bank failed to perform their demand deposit obligation, the City would present the assigned Letter of Credit and Sight Draft to the FHLB Cincinnati. Should the City provide the documents prior to 1 p.m. MT, you will receive the funds the same day. C. The Bank should specifically identify the method of providing to the City account balance and activity information on all City accounts. Please include your charge (if any) for this item. The City currently enjoys many benefits of our browser-based interface, SinglePoint. As you know, SinglePoint Information Reporting displays account summary, detail and transaction information for accounts and transactions online. The following benefits include:  Simplify daily account reconcilement—The City can view current and previous day transaction and balance summary totals, including interim collected balance and Controlled Disbursement totals. Drilling down to account details for an individual transaction is easily accomplished in two clicks. With just one more click, users can view images of paid checks, returned checks and deposited returned items. You can also review incoming wire detail and return wires online.  Transfer funds easily from your account summary view—If you use SinglePoint Book Transfers, you can view your previous day or current day account summary and take action within Information Reporting to immediately transfer funds between accounts.  Search for transactions—SinglePoint allows you to search by account, transaction type, date range, amount and transaction reference (such as check number). Users can view, sort and print search results in PDF or comma separated value (CSV) formats and drill down to transaction detail within the application. Search also allows for wire returns. U.S. Bank City of Bozeman, Montana 24  View standard and special reports in various formats—Standard reports include five previous day and ten current day reports, including the highly useful ACH and wire detail reports. With SinglePoint you can quickly select report dates with the clickable calendar tool. Report formats include browser, PDF and text for human readable reports and BAI2 and CSV to integrate with internal systems.  Customize reports with robust filtering—Users employ the report builder to select accounts, date ranges and data fields like transaction types, as well as save and name their personal report filters, then reuse and share with other users.  Manage delivery of reports via email or transmission—The City can set up delivery schedules of previous, current day and custom reports on your accounts to be delivered to an email address or transmission mailbox.  Decision your current day returned items—Your employees can easily review returned items, view images and decide to charge back or redeposit eligible items or request a reversal, and view their decision history. Please refer to our Proposed Account Analysis for Detailed Pricing included as Exhibit 4. a. Can the daily activity also be exported into an Excel format? Yes, the daily activity can be exported into an Excel format. b. Describe whether current day information is real-time or batched and how often the current day information is updated. Current day information is updated at different times for different applications and different processing sites. Type of Data Update Schedule Wire transfer information Updated continuously and in real time ACH Data Updated four times during business hours: By 6 a.m., 9 a.m., 1 p.m. and 4 p.m. MT Deposit reporting Continuous and updated according to site-specific schedules Lockbox Continuous and updated according to site-specific schedules Controlled Disbursement Data is updated twice daily according to the site schedule list in the table below Foreign exchange and global trade, Federal Reserve Bank Settlement Activity Updated upon login to banking system Other items, such as ATM, phone and branch-initiated transactions Updated upon login to banking system c. Describe the reporting available and indicate the level of detail to be included in the reports regarding the following: internal account transfers, external wire transfers, ACH incoming/outgoing transactions, and credit card deposits. Comprehensive reporting is vital to the City for effectively managing your payment programs. With the U.S. Bank Access Online reporting tool, you can run predefined standard reports or create organization-driven ad hoc reports with 48 months of transaction data available online. Access Online means immediate access to your transaction data, allowing you to run reports whenever needed. The highly intuitive user interface makes it easy for you to access your vital program data. Users simply select from a list of reports, define specific selection and sort options and choose an output type. U.S. Bank City of Bozeman, Montana 25 Level I financial record data is captured with every transaction, but level II or III enhanced data capture is dependent on the capability of the merchant that accepts the card. Elavon (a wholly- owned subsidiary of U.S. Bank, National Association) and Corporate Payment Systems are both capable of receiving and storing specific enhanced data elements for commercial card transactions and these data elements can be accessed through Access Online. Report Categories Report categories available include:  Program Management Reports—Supports general program management activities and allows you to monitor compliance with organization policy. Program performance indicators highlight important trends that you can use to proactively manage your accounts. Program administrators gain access to information on every type of account activity.  Financial Management Reports—Allows you to access transaction management activity information; can be used to determine if cardholders are properly managing their accounts and ensure that expenses are assigned to the proper cost centers.  Supplier Management Reports—Allows you to manage supplier relationships, support supplier negotiations and manage spending by category. Used to analyze the overall effectiveness of your supplier strategies and identify overall performance issues and opportunities. The City is armed with actual program performance information that can be leveraged to drive supplier behavior and positively impact supplier negotiations.  Tax and Compliance Management Reports—Assist you with monitoring expenditures, tracking variances and managing account allocations; can be used to ensure your programs are operating in accordance with U.S. Federal Government standards and requirements.  Administration Reports—Allows program administrators to support system functionality, including accounting code and user management. Custom Reporting In addition to standard reports, Access Online offers the following ad hoc reporting and scheduling options:  Flex Data Reporting—Puts the control in the user’s hands, so they can define what they want to see in a report. By setting the report context—date ranges, processing or reporting hierarchies and more—users are able to choose the amount of data they want. By defining report content (fields to include or calculate) users ensure only the information they need is in the report. Users can define a logical grouping of data, and at what level it should be subtotaled.  Report Scheduler—Available with our standard reports; allows program administrators to schedule reports to run once or on a recurring basis. Additional features include: • Reports can be delivered to multiple recipients • Recipients can be notified via email when the report is available • Access to functionality is controlled by Report Scheduler entitlement Report Formats All reports are parameter-driven and offer a high degree of flexibility and variety of output formats, all fully exportable and viewable online in the following formats:  Browser—Open in the user’s existing internet browser, requiring no additional software. Some reports take advantage of drill-down links for additional detail.  PDF—Readily formatted for printing, downloading or email exchange.  Excel—Use a spreadsheet structure for ease of additional analysis, sorting and filtering, and useful for export to third-party applications.  Active—Use dynamic HTML to display using the existing browser but also offer interactive features, including on-demand sorting, filtering, charts, graphs and export to XML and CSV. U.S. Bank City of Bozeman, Montana 26 Reports can be delivered via the following methods:  Internet—Access Online is a web-based system that allows users 24/7 access to reports.  Data File—We will provide a data file at a frequency level directed by you.  Access Online Data Exchange—Scheduled reports are only delivered through Access Online Data Exchange, and can be retrieved from the Access Online Secure Mailbox. You will receive email notification when reports are available for viewing. Access Online provides 128-bit Secure Sockets Layer (SSL) data encryption. We do not distribute actual reports via email for security reasons. Benefits In short, the Access Online Management Reporting:  Meets your unique reporting needs with customized reporting tools  Measures and monitors program performance  Identifies unique spending patterns and preferred supplier opportunities  Eliminates hard-copy report distribution  Makes monitoring purchasing and travel program compliance easy  Provides online access to 48 months of transaction data For the City’s credit card deposits, U.S. Bank and Elavon work to provide the information necessary to consolidate and manage settlement and transaction data through advanced custom reporting systems designed to meet your specific needs. Data can be summarized or detailed through a variety of hierarchies including at a chain level, region and location, to individual batch. To better serve our clients, U.S. Bank and Elavon offer various types of reporting tools: Online Reporting and Support Tools The City can monitor accounts around the clock from any web browser through our online account access tools. You can access all the information you need to manage your electronic payment activity and obtain critical information that can have a big impact on your bottom line. Gain the benefits of real-time customer support, without having to pick up the phone. Our reporting tools enable you to display recent deposits, view chargebacks and retrieval requests, access customer support and more in a convenient, secure environment. Enhanced information is available through the Premium access level of MerchantConnect, our most comprehensive, versatile reporting solution. You can access a year’s worth of reporting (two years for chargeback and retrieval) information on multiple MIDs and drill down into your data to view batches of transactions grouped by card type or batch reference number. Hierarchical reporting allows you to aggregate data from multiple locations. The MerchantConnect tool reports that are typically available:  Authorization reports—Approximately one hour after transaction is processed  Settled Transaction Data—Two to four hours after settlement  Qualification Data—24 hours after settlement  Statements—Third business day of the month Billing Statements Our billing statements are available online for up to 13 months for premium users. They are designed to facilitate ease in the reconciliation of transactions and to provide management reporting information. We offer a variety of statement types, each containing varying levels of detail: The Chain Merchant Summary statement is used by organizations with many locations. This report combines several current chain reports into one chain summary report and provides summaries of total fees paid by the chain, as well as for each individual chain location. U.S. Bank City of Bozeman, Montana 27  Client recaps are month-to-date and for year-to-date data.  Client locations are listed in store number order, if such information is provided at the chain level.  Include batch numbers and all card types in the deposit section. This section displays the amount deposited by Elavon and by other card organizations. In addition, the customer may select further deposit detail by each card type (i.e., Visa, MasterCard, etc.).  The fee sections break out fees for Visa, MasterCard, other cards, chargebacks, POS debits and miscellaneous. All fee information is arranged in a format designed to facilitate easy reconciliation.  Billing reports are tied to when a customer is billed; thus, their daily, weekly, monthly availability is tied to the billing cycle. Mail and internet options are available. For examples of the standard reports available through Elavon, please see refer to Elavon Sample Reports included as Exhibit 5. Merchant Detail Reporting To improve access and visibility to Elavon merchant data, Previous Day Merchant Detail Reporting integrates transaction detail data derived from Elavon merchant processing to existing Previous Day Information Reporting pages. The following features are available as part of Merchant Detail Reporting:  Transaction summary—Under the Information Reporting > Previous Day left- hand navigation, when you select an account, the Transaction Summary will continue to display a 399 (credit) and 469 (debit) BAI coded transaction representing merchant activity. However, clients will now see the Misc description is replaced with Merchant Transaction to better identify this activity.  Transaction detail—When an item amount within the Transaction Summary is selected, the Transaction Detail displays for that item and includes the detailed transactions that make up the posted transaction amount. Transaction detail identifies items as deposit, adjustment, chargeback or billing.  Table view—Initially, all detailed transaction types in the payment display in the table. As specific transaction types are selected, the table expands and collapses.  Card-specific details—The expanded detail table view includes Merchant ID, store number, masked card number, various transaction codes and charge type descriptions.  Additional Data field—The data table will include an additional data column that provides information unique to business segments and represents point-of-sale activity defined during merchant processing, such as invoice number, ticket number, patient ID, customer number, etc.  Click to search—Certain details in the expanded table include a hyperlink for quick navigation to the Transaction Search page. The search criteria selected is prepopulated for the user.  Transaction search—Under the Information Reporting > Transaction Search left-hand navigation, you can search for merchant Transaction Data. Users can search across accounts and merchant data points by date (based on Previous Day retention) and amount ranges.  Filter your search—Using either search method, users can further filter and export the search results.  Dashboard Widgets—Set up dashboards to view organization level views of transaction type and card type mix over preset date ranges. d. Provide a full set of sample account balance reports available on your reporting system as part of the Appendix. Please refer to our Sample Account Balances Reports included as Exhibit 6. e. State the number of days of historical information and detail reporting is available. U.S. Bank City of Bozeman, Montana 28 SinglePoint retains previous day data for 60 days and current day data for 10 days. Additional retention periods for previous day information are also available for an additional account-level charge.  90 days  Six months  12 months  18 months  24 months Data can be downloaded directly from SinglePoint using the export capabilities. Data is available in either a BAI2 or comma separated value (CSV) format, in addition to human readable formats like PDF or Text. f. Indicate if selected features can be used individually or if a combination of features must be subscribed to. The pricing of all features must be given by module and/or combination of modules as well as identifying whether the access time is on a time-share, per item, or a flat-fee basis, and indicate specifically what equipment is needed. SinglePoint is ala carte — the City is able to use all products individually or in a combination. Pricing will be reflected on our Proposed Account Analysis for Detailed Pricing included as Exhibit 4. g. Describe whether access is via the internet or whether specific software or hardware is required; describe any special technical requirements necessary for the City to access the Bank’s online reporting system. SinglePoint technical recommendations are stated below at supported and optimal levels. Component Minimum Workstation Requirements Optimal Operating System  Microsoft Windows 7  Apple® Mac OS X Windows® 8 Browser  Microsoft Internet Explorer 9  Microsoft Internet Explorer 10 (Win8/Server 2012 only)  Mozilla® Firefox® 45+  Google Chrome™ 47+ Windows Internet Explorer® 11 Screen resolution 1024x768 1280x1024 or higher Users may also need Adobe® Reader® and Microsoft Excel® or compatible application to view and print certain reports. h. Describe any mobile device capability and any charges for use. U.S. Bank specifically designed Mobile SinglePoint for users who are always on the go and require access to their SinglePoint modules. Mobile SinglePoint is designed to work on smartphones (such U.S. Bank City of Bozeman, Montana 29 as iPhone, BlackBerry, Android and Windows Mobile devices). Although it is possible to access Mobile SinglePoint using non-smartphones that have a full internet browser, for ease-of-use we recommend using a device that allows scrolling and has a screen with a minimum size of 240x260. From your mobile device you can view key balance information on your domestic and international accounts. You can also view current day reports, such as ACH summary and detail, wire detail or lockbox summary. The City can approve ACH batches and templates, wire transfers — including wire transfer templates and repeat codes — book transfers and book templates. You can also review and approve positive pay and ACH positive pay decisions, make pay or return decisions quickly and confidently, and view images of exceptions. Mobile SinglePoint allows you to initiate a repetitive wire transfer or an ACH batch from a template, as well as transfer funds between DDA accounts, loan accounts and trust accounts. Additionally, the City can buy, sell, approve and report on your investment trades anywhere, anytime. Mobile SinglePoint allows you to search for individual transaction against the current or previous day database, and receive and view messages from the bank quickly and conveniently. Users can view the status or detail for a wire transfer, book transfer or ACH batch you approved or initiated. System administrators within your organization can control who has access to Mobile SinglePoint. Each user’s access is limited to their entitlements on SinglePoint or SinglePoint Essentials. System administrators can approve user changes and reset user passwords, and inactivate or reactivate a user’s status as they quickly locate users they are authorized to administer. Mobile SinglePoint uses a connection that is as secure as any other internet connection. In order for the https traffic to work, the device must connect directly to our server. A token-generated password is required when performing any approval or initiation functions for wire transfer or ACH. On-Site Electronic Deposit Mobile provides the following benefits:  Accelerate the check collection process • Make deposits as checks are received outside of office hours and locations to meet daily deposit cutoff times • Take advantage of extended deposit window that allows deposit up to 9 p.m. MT  Streamline deposit processing to improve efficiencies  Save time by eliminating the need to return to the office or visit a branch to make check deposits • Reduce deposit preparation time allowing you to concentrate on your business  Maintain security and oversight of your deposits • Make deposits through a secure and trusted channel • Elect to review and approve mobile deposits in the back office for increased security and control For more details about pricing, please refer to our Proposed Account Analysis for Detailed Pricing included as Exhibit 4. i. Describe the security procedures for the online information reporting system, both for access and information protection. SinglePoint protects account information with the most current and proven technology available, including:  Two-way 128-bit encryption  SSLv3 U.S. Bank City of Bozeman, Montana 30  Individual client IDs, passwords and digital signatures  Entrust time based tokens are required for users to access payment services (ACH, wire transfer and investments). Tokens are pre-programmed to produce a new numerical code every 60 seconds. One token is assigned to each user at your site.  By default, all SinglePoint entitlements must be approved by a second system administrator. The City must complete additional paperwork to waive the dual approval requirement. An optional IP white listing security feature is available if the City chooses to restrict user access to allow only specific IP addresses or IP address ranges. The application also uses a tool called Passive Monitoring, which detects anomalies in web traffic between user PCs and the U.S. Bank application. These anomalies include user PC viruses and malware. Once detected, U.S. Bank contacts users to communicate the detection of viruses that were identified including corrective measures to clean the user PCs. j. The Bank must also address security measures and the replacement of existing controls, including separation of user profiles. Please describe the administration process for adding/deleting/changing user profiles. Is it self-administered or does the Bank act as administrator? In addition, describe the events resulting in user connection failure, such as improper log-in attempts or lack of use and the procedure and timeframe expected to reactivate a user. The City’s system administrator utilizes SinglePoint’s system administration service to add, configure, modify and remove users online in SinglePoint. No contact with U.S. Bank is required to add or delete users. The sub-system administration feature allows the City to create a second level of system administration to support a tier structure of accounts. This feature is perfect for customers with multiple divisions and decentralized operations. It allows division heads to manage their own users and accounts for decentralized operations.  Full system administrators (i.e., corporate level) can designate sub-system administrators (i.e., business division level) to have access to control accounts, users and tokens in their business divisions.  Sub-system administrators manage tokens, user profiles and audit reports for the users in their business division only.  Full system administrators have access to the System Administration functions within SinglePoint, including: • Manage Users (all users including sub administrators) • Manage Global Settings • User and System Audit Reporting • Administer Tokens  Sub-system administrators have access to the System Administration functions, including Manager Users, System Audit Reporting and Administer Tokens for users and account within their subgrouping.  If the user is set up to initiate payment transactions, then the system administrator must request a token from U.S. Bank after the other setup activities are completed and approved.  At setup, U.S. Bank will create regular users and one or more system administrators based on your request in the setup documentation.  A system administrator or sub system administrator can then initiate an action to add, modify or delete a user. The second system administrator must approve the addition or modification. U.S. Bank City of Bozeman, Montana 31  For additional security, SinglePoint’s System Administration is set up with dual authorization. One system administrator or sub system administrator can create or modify a user and a second system administrator or sub system administrator must approve the change.  After initial setup, all user maintenance activity is supported on the internet in SinglePoint. Except for obtaining additional tokens for brand new users who need to initiate payment transactions, all user administration can be done at a workstation by your two system administrators (one to make the change, the second to approve that change). Once approved, user changes are effective upon the modified or added user’s next (or initial) login. If additional tokens are required, the system administrators can request them online in the System Administration service. Token requests are filled within three days of the request, not including shipping time. k. Can the Bank provide monthly account activity statements for all bank accounts by the fifth day following month-end? Yes. Statements are available within SinglePoint on the first day of the month following month end. Users can request to receive a message letting them know when they are available:  DDA statements in PDF and TXT formats are available by 7 a.m. MT of the second day following month end.  DDA statements with check and/or deposit ticket images are available in PDF format only.  If the end of month falls on a Friday, then statement should be available on Monday.  DDA statements in CSV format are available by 5 a.m. MT. l. Provide additional information as follows: i. The Bank should describe its position regarding reimbursing the City for inadvertent bank errors. Any inadvertent bank errors caused solely by U.S. Bank will be reimbursed. ii. Propose a breakdown of pricing for one-time equipment needs. Should the City choose to implement On-Site Electronic Deposit, U.S. Bank is pleased to provide two Epson One Scanners (60 dpm) at no cost. If additional scanners are required, they will be provided at a discounted price of $575. iii. Propose pricing for ongoing processing of credit card payments, specifying any tiered pricing structure for payments received through various levels of cardholder security (i.e. card present, card security code, mailing address match, etc.), and state the frequency and method of billing. U.S. Bank and Elavon believe in simple and transparent pricing. We employ an interchange, assessments and scheme fee pass through model whereby the City pays the rates currently published by the card brands based on each transaction’s unique qualification. In addition to the interchange component, Elavon and U.S. Bank charge a nominal fee based on the services provided. For a detailed overview of our proposed fees, please see Exhibit 7 - Schedule of Fees. Elavon typically bills for processing fees on a monthly basis (gross). All fees for the previous month are reported on the month-end processing statement and are debited from the billing account nominated by the City within the first five days of the month following activity. Elavon U.S. Bank City of Bozeman, Montana 32 does offer options such as MID level or chain level billing, and would be interested in a discussion around the City’s billing needs. m. Distinguish whether credit card merchant processing services are performed by the Bank or through a partnership. Elavon is one of the few processors within the industry that performs most bankcard processing functions in-house and owns our own platforms. We choose to not use third-party processing vendors for these key functions so that we may have direct control of these critical processes and minimize outside risk, which translates into better service and reliability for our clients. These functions include:  All bankcard interchange and settlement processing  Exception item handling (e.g., retrieval requests and chargebacks)  Accounting and billing  Reporting and statement production  New card acceptor implementations and training  Customer service Processing services will be performed by Elavon, Inc., a wholly owned subsidiary of U.S. Bank and will be contracted for separately. n. Describe the process for returned credit card items, including notification to the City, and all costs associated with the returns. In the event of a billing dispute between a cardholder and our client, Elavon assists our client in investigating and resolving the dispute. Chargebacks are normally initiated at the issuing bank and are transmitted through the Payment Networks to Elavon’s merchant accounting system and Automated Dispute Resolution Processing system. Where possible, Payment Network Regulations auto-decisioning logic will automatically debit the merchant or represent the chargeback as necessary. Chargebacks that are not auto-decisioned by the Dispute System are grouped into work queues by Payment Network reason and usage codes. For chargebacks in the queues, chargeback operations representatives determine if the required documentation is available to meet the chargeback requirements (which differ depending on the type of transaction) of the appropriate Payment Network and, if so, will represent that transaction to the issuing bank. If sufficient documentation is not available, our client will receive a written chargeback notice, asking them to provide the necessary documentation to support a representment. After representment, an issuer or cardholder may continue to dispute the transaction. For Visa chargebacks, the issuing bank will submit a pre-arbitration rather than a second cycle chargeback. The incoming pre-arbitration will automatically update the appropriate case in the system and route to the appropriate queue. For MasterCard chargebacks where the chargeback cannot be resolved during the second cycle chargeback, the transaction will be reassigned to the pre-arbitration queue. Chargeback and retrieval information (including status) is available to our customers on MerchantConnect.com. o. Describe the Bank’s ability to apply transactions to the City’s account, including a description of the process from start to finish, any requirements of the City or of its credit card processors, security safeguards, and all related Bank fees. U.S. Bank City of Bozeman, Montana 33 For transactions that Elavon funds (Visa, MasterCard and Discover), any transactions settled before 8 p.m. MT will be sent to your DDA (Demand Deposit Account) for funds availability within 24 hours. Where U.S. Bank is utilized as your depository bank, same business day funding is available, however, transactions must be settled before 3 a.m. MT. For card types that we do not fund, such as American Express, we cannot control next day funds availability, but will convey those transactions upon settlement. Elavon typically bills for processing fees on a monthly basis (gross). All fees for the previous month are reported on the month-end processing statement and are debited from the billing account nominated by the City within the first five days of the month following activity. D. Any deviation from these time limits must be stated in the bid. U.S. Bank understands. a. Describe the Bank’s ACH procedures including: deadlines for initiation; deadlines for deleting items; confirmations of receipts, segregation of duties, deletions, or reversals; interface offered by the Bank, including built-in security safeguards and a description of the process from start to finish. Deadlines for initiation in Mountain Time: City of Bozeman Input Method Standard ACH Deadlines Same Day ACH Deadlines – Transit Items Same Day Transfer Deadlines – On-Us items – U.S. Bank accounts only SinglePoint ACH Origination (Web) 8 p.m. 10:15 a.m. 2 p.m. for afternoon posting 8 p.m. for end of day posting ACH Direct File Transmission – NACHA Format 9:30 p.m. 11 a.m. 2 p.m. for afternoon posting 9:30 p.m. for end of day posting ACH via Data Translation Services 3 p.m. 9:15 a.m. Not applicable Consolidated Payables 3 p.m. 9:15 a.m. Not applicable ACH Adjustment Requests 6 p.m. 11 a.m. for Same Day ACH items 2 p.m. and 6 p.m. ACH Positive Pay Exception Decisions 6 p.m. 6 p.m. 6 p.m. A file, batch or item previously transmitted to the ACH operator may be reversed up to five days after settlement date for errors specified under the NACHA rules and within the time frames specified by the rules.  If the item, file or batch is still in the ACH warehouse and has not been released for processing, U.S. Bank processes the adjustment as requested.  If the item, file or batch has already been processed, U.S. Bank attempts the adjustment or notifies the City that the adjustment may not be completed as requested.  If an item is past the five banking day timeline for reversals, our ACH customer service department issues a letter of indemnity to the receiving bank to recall the funds. Note: Same day effective dated transactions destined for other banks are submitted to the ACH network operator mid-day so timeframes to delete transactions is very limited. Reversals of same day ACH payments are allowed. Reversals received other than through the adjustment service, such as a file of transmitted reversals, will be processed during the next available processing cycle. The ACH Settlement report available U.S. Bank City of Bozeman, Montana 34 through SinglePoint’s Special Report menu provides details of adjustment requests and confirms when the request was processed. The City may also call U.S. Bank to verify that your reversal or deletion adjustment has been received and processed. For fax requests, standard forms are provided and require the signature of an authorized signer. Users must have a unique customer ID, user ID and password in order to submit requests through the SinglePoint ACH adjustment service. The adjustment request is then managed online and completed under dual review procedures by authorized U.S. Bank ACH operations staff. The procedures we use to verify accurate and secure receipt of transmissions include:  Secure interactive voice response access with validation totals entered by the City, followed by bank confirmation that ACH file is received and processed—U.S. Bank offers touch-tone response access with validation totals followed by a confirmation from the bank that the ACH file was received and will be processed. You can confirm receipt during a window beginning 30 minutes after validating control totals and ending one hour after control total validation. You can confirm through fax, email, transmission or manually by re-accessing the Interactive Voice Response (IVR) unit.  Secure interactive voice response access with validation totals only—Clients originating through direct transmission can access the ACH file confirmation system by touch-tone telephone. The City enters transaction totals as prompted by an IVR. The IVR compares entered amounts with amounts on the file and confirms matches and discrepancies within 30 minutes of submission. The control totals and file should be submitted simultaneously. The City calls into the service and selects the confirmation option to validate entered totals.  The ACH File Confirmation process detects missing files by matching the control totals reported to U.S. Bank by the City with the transmitted files. The ACH system detects duplicate files by comparing newly transmitted files with your files processed in the prior 30 calendar days. We notify you by phone regarding any possible duplication or loss of files. SinglePoint does not require you to perform any formal end of day procedures. U.S. Bank recommends that all SinglePoint ACH users print and/or archive a copy of their ACH Batch Detail and Summary reports after daily processing to provide a printed account of daily transaction activity. However, this information is retained and can be accessed for up to 60 calendar days after the processing date. b. Include in your fee quote all costs associated with ACH (e.g. monthly service fees, flat fees, per file/item fees, returns, etc.). Please refer to our Proposed Account Analysis for Detailed Pricing included as Exhibit 4. c. Provide details regarding available ACH filters, blocks and other forms of protection to the City’s accounts offered by the Bank. Include all risks and costs to the City with regard to these services. U.S. Bank offers an ACH filter and block service that enables the City to protect deposit accounts against unauthorized ACH debit and credit transactions. Business echeck block is also available and allows the City to block WEB and TEL payment types and the converted check payment types ARC, POP and RCK. Additionally, the City can use the SinglePoint ACH positive pay service to add new authorizations to your accounts online. Authorizations are a set of rules you can establish to determine which incoming ACH credits and debits should be allowed to post to your accounts. U.S. Bank City of Bozeman, Montana 35 U.S. Bank also offers the UPIC® secure account identifier. UPIC is a unique account number that allows ACH credit transactions to post to a designated U.S. Bank account, while blocking ACH debits from your account. A UPIC looks and acts just like a regular bank account. It masks the City’s account number allowing the City to receive electronic credit payment without revealing sensitive bank information to your business partners. Using a UPIC, the City can publish account information freely to encourage your trading partners to send electronic payments without the fear of fraud on your business DDA account. Please refer to our Proposed Account Analysis for Detailed Pricing included as Exhibit 4. d. Indicate the order that various transactions such as deposits, incoming and outgoing wire transfers, ACH transactions, credit card deposits and checks presented are processed for the calculation of overdrafts. During the posting process, items presented for payment on accounts are generally processed in the following order: 1. Deposits and most credits 2. Adjustment and correction debits, recurring transfers, some bank fee transactions (e.g. foreign ATM fees) and fee reversal transactions 3. Priority debits (e.g., wire transfers, teller cashed checks, coin/currency orders) 4. Customer-initiated, non-check withdrawals (e.g. debit card transactions, ACH payments, electronic bill pay, ATM withdrawals) in date/time order, based on the date and time associated with each transaction 5. Paper checks in check number order, starting with the lowest check number 6. Overdraft protection transfers and fees, ZBA and sweep transfers, monthly account balance fees. e. The Bank should describe its position regarding an overdraft status of the City’s operating account assuming the overdraft is unforeseen, unintentional and infrequent. Describe the Bank’s position and what charges apply. U.S. Bank understands the high level of public sensitivity and consequences of delayed payments. We will continue to provide daily coverage of any negative collected funds. If an average negative collected balance occurs, the negative collected rate is based on prime rate plus one percent, current rate of 5.25 percent. An overdraft fee of $35 may be charge for each items processed. E. In its proposal, the Bank is requested to describe their wire transfer system and address the following: U.S. Bank Wire Transfer Overview The U.S. Bank Wire Transfer service combines advanced technology with national and international networks to enable the City to move funds quickly and securely. Wire transfer is an important treasury management tool to control cash flow with the convenience of same day and future dated movement of funds directly and reliably. SinglePoint, our integrated suite of treasury management services, makes it possible for clients to achieve new levels of efficiency by bringing our powerful banking services together into one easy-to-use website. The tool’s single point of access increases efficiency and its integrated design provides quick access to information in order to manage your financial position with speed and flexibility. Wires may be initiated online using SinglePoint Wire Transfer. Required user ID and password security is augmented through token-generated password entry and required PIN for each wire transfer. User U.S. Bank City of Bozeman, Montana 36 transaction and daily cumulative limits for initiation and approval are available. User access can be granted by wire type, account and function. Audit reports track activity by wire transfer and by user. Our sophisticated encryption system secures data during transmission. You can view incoming and outgoing wire transfers in real-time via SinglePoint. All details related to the transaction are available to view, print or export. U.S. Bank will credit your account for all incoming wires received before 3 p.m. each business day. Our wire transfer department will stay open to receive and process incoming wire transfers in the event the Federal Reserve wire hours are extended. U.S. Bank batch wire and real time wire interface assist you with streamlining the wire transfer process. Batch wires enable you to prepare wire transactions throughout the day within your internal wire platform and transmit them directly to U.S. Bank in single data file transmissions scheduled by you. The automated interface between you and U.S. Bank saves time and reduces errors, particularly for high volume organizations. U.S. Bank real time wire interface transactions enable you to connect securely and directly to the U.S. Bank Wire Transfer system from your internal wire platform. Wire transfer instructions are executed and notification and confirmation reporting is processed in real time. Real time wire interface is available for incoming and outgoing wire transfer transactions. This is also an automated interface between you and U.S. Bank, improving efficiencies by reducing processing time and errors, particularly for high volume organizations. a. Describe the Electronic Wire Transfer interface offered by the proposing Bank, including built-in security safeguards and a description of the process from start to finish. We support industry standard data interface formats, such as prescribed by the American National Standards Institute (ANSI), as well as customized formats defined by clients. With increasing frequency, clients request specific data formats to reduce the potential for change within their own environment. By integrating your Enterprise Resource Planning (ERP) systems with U.S. Bank, the City can leverage your SAP investments to streamline and automate your payables processes quickly and affordably. Through SAP Consolidated Payables Link for U.S. Bank, you can eliminate the need to develop separate file formats and custom interfaces between your ERP and U.S. Bank. Once the SAP application has been installed, you will transmit pre-formatted ISO 20022 files to U.S. Bank with all of your payment information for ACH transactions, wire transfers, checks and Payment Plus cardless payments for processing by the U.S. Bank Consolidated Payables Service. We execute the electronic transactions and facilitate the production and distribution of the payments. You can download the SAP Consolidated Payables Link for U.S. Bank in the SAP Service Marketplace and install it using minimal IT resources. The following security features are utilized when we receive a batch file of wire transfer instructions:  U.S. Bank calculates hash totals and checks the totals against the values in the file.  If the hash totals do not match, the file is rejected and the City would need to correct and resubmit. The following chart provides a detailed description of the implementation process, including testing. Stage Activity Result Voice Implementation of voice wire transfer services follows these steps:  The City signs a Master Services Agreement.  You complete and sign the Wire Transfer Authorization form.  The City proceeds to start using the wire transfer service. U.S. Bank City of Bozeman, Montana 37 Stage Activity Result  U.S. Bank sets you up on our wire transfer system, defining PINs, accounts, limits and access codes.  We deliver wire transfer PINs to you in a secured mailing.  You define the detail for the wire transfer that would be initiated on a more repetitive process to have a repeat code assigned.  You contact Commercial Customer Service for ongoing support. Internet — SinglePoint Implementing SinglePoint wire transfer services follows these steps:  Both parties sign a Treasury Management Service Agreement.  U.S. Bank defines the City on our wire transfer system, defining PINs, accounts, limits and access codes.  We deliver wire transfer PINs to you in a secured mailing.  We set up accounts on SinglePoint with the wire transfer service and send tokens to you.  Your designated system administrator sets up user access and wire transfer dollar limits in SinglePoint.  The City proceeds to start using the wire transfer service.  You contact Commercial Customer Service for ongoing support. CPU-CPU — Batch Wire Batch Wire implementation follows these steps, some of which are completed concurrently with others:  You sign a Master Services Agreement.  You complete and sign the Batch Wire Authorization form.  Review the Batch Wire Specifications document to evaluate whether translation is needed.  Your implementation resource schedules meetings and ensures setup and testing is defined with all appropriate individuals within U.S. Bank and at the City and maintains full communication from set-up through testing to full product implementation.  You are set up on the wire transfer system to define PINs, accounts, limits and access codes. The system sends necessary access information in a secured mailing.  The City and the wire transfer specialists develop and test any custom file formats used in transmission.  You then test transmissions with U.S. Bank.  The City proceeds to start using the wire transfer service.  You contact Commercial Customer Service for ongoing support. CPU-CPU — Real-Time Real-Time implementation follows these steps, some of which are completed concurrently with others:  You sign a Master Services Agreement.  You review and sign all applicable forms.  Review the Real-Time Wire Interface product guide/technical specifications document to message format.  Choose secure connectivity options.  We assign the technical implementation coordinator responsible for scheduling meetings and ensuring setup and testing is defined with all appropriate individuals engaged. This individual maintains full communication from set-up through testing to full product implementation.  The City proceeds to start using the wire transfer service.  You contact Commercial Customer Service for ongoing support. b. Explain the Bank’s policy in the event of a wire transfer failure; how and when the City would be notified of a failed transfer and how often failures occur: U.S. Bank will notify the City immediately in the event of a wire transfer failure. We review each wire transfer failure on a case-by-case basis to determine how the transaction should be resolved. c. Disclose the opening hours and cut-off times for initiating and confirming outgoing wire transfers to ensure same-day execution and the cut-off time for incoming domestic wire transfers to receive same day credit; The following are our opening hours and cutoff times in Mountain Time for initiating wire transfers to ensure same day execution. U.S. Bank City of Bozeman, Montana 38 Wire Type Initiated Outgoing Wires Incoming Wires Voice & Phone Real-Time Wire BatchWire and SWIFT MT101 SinglePoint Domestic Same Day Internal/Book 5 p.m. 5 p.m 3 p.m. 5 p.m. 5 p.m. Drawdown 3:30 p.m. 3:55 p.m. 3 p.m. 3:30 p.m. 4 p.m. Fedwire 3:30 p.m. 3:55 p.m. 3 p.m. 3:30 p.m. 4 p.m. Federal Tax Payment 1:30 p.m. 3:55 p.m. N/A 1:30 p.m. N/A Domestic Future Day Book 5:30 p.m. N/A 3 p.m. No deadline N/A Drawdown 5:30 p.m. N/A 3 p.m. No deadline N/A Fedwire 5:30 p.m. N/A 3 p.m. No deadline N/A Federal Tax Payment 1:30 p.m. N/A N/A 5:30 p.m. N/A International Same Day* U.S. Dollar 4 p.m. 3 p.m. 3 p.m. 4 p.m. 5 p.m. Foreign Currency 3 p.m. 3 p.m. 3 p.m. 3 p.m. 3 p.m. International Future Day U.S. Dollar 5 p.m. N/A 3 p.m. No deadline N/A Foreign Currency 3 p.m. N/A 3 p.m. No deadline N/A *International wire transfers are sent on the day U.S. Bank is instructed to send it. The value date defines the date the beneficiary should receive the funds within their account. However, U.S. Bank does not have control over an international bank and the process they use to complete the wire. d. Does the Bank require initiation and confirmation of future dated wires to occur on the same day; or can the initiation of a future dated wire occur on one day and the confirmation of such wire occur on a subsequent day, provided confirmation occurs on or before the wire value date? SinglePoint wire transfers require same day approval on future dated wires to prevent expiration. Upon approval, U.S. Bank Wire Transfer system warehouses instructions for domestic and international USD wire transfers with effective dates up to 30 days in the future. International foreign currency wire transfers cannot be future dated. U.S. Bank executes future dated wire transfers at the start of the processing cycle, approximately 6:30 a.m. MT, on their respective value days. Future dated wire transfers do not process at different times of the day. e. Outline the information about incoming and outgoing wire transfers that is available on a current and previous day basis (i.e., amount, payor / payee, comment field, date received, time received, Fed Reference number, etc.); SinglePoint provides the same level of detail for incoming and outgoing wire transfers on previous day reports as for current day reports.  Date and time entered  Repeat code  USD equivalency  Exchange rate  Debit account name and number  Approver  Bank to bank data  Beneficiary reference  Receiver bank  Fed reference number  Sender  Wire transfer sequence or PAR number  Date and time approved  Amount  Contract number  Beneficiary name and account  Initiator  Originator to beneficiary data  Originating bank  Beneficiary bank data  Originator  Date and time received  Date and time transmitted  Control number U.S. Bank City of Bozeman, Montana 39 f. Indicate the procedure for wire template administration. Is the administration of templates maintained by the client or by the bank? The City can create templates in SinglePoint and store the template information locally. Users create the template name and ID and maintain the templates. Wire transfers initiated by using SinglePoint- created templates are processed as free-form payments and require no lead-time from creation to initiation. As an alternative to storing repetitive information through a template on your PC, you can request we set up repeat codes for repetitive wire transfers. We then upload the repeat codes to SinglePoint for you to use as a repetitive payment. There is no added charge for storage of repeat codes (repetitive wire transfer records). g. Indicate if the Bank’s reporting system has the ability to report current day wire activity; inquiries by status (i.e. warehoused wires, pending wires, and confirmed wires), amount, or dollar ranges; and incoming and outgoing wires on the same report or on separate reports. Yes. The SinglePoint online service allows you to review current day activity since your last access. You may specify an exact timeframe and display only transactions that occurred during that timeframe. h. Include any associated costs for wires and reporting in your fee quote. Please refer to our Proposed Account Analysis for Detailed Pricing included as Exhibit 4. F. The City requests information about the Bank’s purchase card services, if available. In the proposal response, the Bank is requested to describe, in detail, their purchase card program and address the following (Not a minimum requirement). a. Describe the administration of the card program and state the process by which new cards are issued, cards are cancelled or frozen, limits on merchant types are set, spending limits are set, disputes are handled, etc. Our proprietary system for program management and reporting provides the backbone for our commercial payment solutions. Recognized as best-in-class, U.S. Bank Access Online provides all the tools our clients need to manage their commercial card programs. Access Online offers a feature-rich platform that is easily tailored to meet the unique needs of our clients. We will assist the City with choosing the features and functionality that best support and enhance your business processes. Access Online offers effective and efficient management controls as well as complete integration with client financial systems. Core Access Online functionality includes:  Account Setup and Maintenance—Set up and edit accounts and user profiles in real-time  Transaction Management and Approval—Leverage transaction management capabilities to reflect your processes and requirements  Accounting Code Validation—Automate the allocation process and reduce manual intervention  Reporting—Run comprehensive standard reports in real-time, define ad hoc reports and schedule recurring report delivery U.S. Bank City of Bozeman, Montana 40  Financial Extracts—Extract the data you need in a format that integrates with your financial system  Data Exchange—Transfer frequently used files such as statement billing files, general ledger data feeds and custom reports with Access Online Data Exchange  Order Management—Connect your commercial card program and eProcurement solution by automating accounting code allocation and facilitating order and transaction reconciliation As your current one card program provider, U.S. Bank has developed relationships, processes and a thorough understanding of your organizational goals and requirements, which provides significant momentum toward rapid and comprehensive deployment and achievement of the City’s program objectives. Ongoing Issuance Program Administrators can submit an application using Access Online, or send via fax or email. If expedited delivery cards are ordered via U.S. Bank Access Online before 1 p.m. MT, they will be processed and shipped the same day. For standard delivery, cards will be produced the next day and shipped the day after. Post-rollout, we can support file-based uploads for large number of cards and/or online applications for one-off requests. In the United States, we also offer integration with your HR system, which allows you to automatically synchronize cardholder updates on your internal systems, reducing the time and effort required to manually update cardholders within our tools.  Renewal—All commercial cards in good standing are automatically reissued every four years. They are mailed directly to all cardholders six weeks prior to the expiration date.  Termination—Cardholders and Program Administrators can terminate card accounts in real- time within Access Online  Lost/Stolen Cards—Cardholders can call the Customer Service Center domestically or the Visa Assistance Center internationally to report a card lost or stolen and to request emergency replacement. Controls The City will have the flexibility to establish predetermined spending and transaction limits on each card, eliminating the need for requisition and purchase order approvals while enhancing security. All controls can be set down to the individual cardholder level and can be modified on an ongoing basis. Some of the control features we provide include:  Merchant Category Code (MCC) Blocking  Velocity Monitoring  Cardholder Single-Purchase Limit  Cardholder Monthly Spending Limit  ATM Blocking  Pre-Determined Expiration Dates  Declining Balance Capabilities (North America only)  Account Maintenance Effective Dating (temporary and future adjustments) Your Program Administrators can request changes to any of the above controls at any time using U.S. Bank Access Online or by contacting customer service. Changes affecting a large number of cardholders can be processed more efficiently by requesting the changes through your Account Coordinator team. Information regarding dispute resolution can be found on page 44. U.S. Bank City of Bozeman, Montana 41 b. Describe the functionality/capabilities of your purchase card software. Disclose any potential software upgrades on the horizon that would require re-issuance of purchase cards or the re-training of cardholders. U.S. Bank Access Online was created in-house, and the design team that created the system continues to develop it today. The team has an aggressive product development docket and roll out an average of four new releases per year, to ensure our clients have the best new functionality our technology can offer. Your relationship manager, Jennine Trombley, will ensure you are informed of any new processes/procedures that could benefit the City program. They will also work on your behalf as an advocate for any transition issues that may arise during a program change. We regularly announce our upcoming enhancements schedule and typically have Access Online enhancements quarterly. Since all enhancements are completed internally, we have full control of their progression. Core Access Online functionality includes:  Account Setup and Maintenance—Set up and edit accounts and user profiles in real-time  Transaction Management and Approval—Leverage transaction management capabilities to reflect your processes and requirements  Accounting Code Validation—Automate the allocation process and reduce manual intervention  Reporting—Run comprehensive standard reports in real-time, define ad hoc reports and schedule recurring report delivery  Financial Extracts—Extract the data you need in a format that integrates with your financial system  Data Exchange—Transfer frequently used files such as statement billing files, general ledger data feeds and custom reports with Access Online Data Exchange  Order Management—Connect your commercial card program and eProcurement solution by automating accounting code allocation and facilitating order and transaction reconciliation Access Online is a user-friendly, web-enabled system with modest computing requirements:  Desktop Supported Browsers: • Microsoft Internet Explorer versions 11 and higher for Windows is recommended to ensure user has all security patches required for PCI data • Firefox 31.4.0 and higher for Windows and Mac • Chrome 40.0.2214 and higher for Windows and Mac • Safari 5.1 and higher for Mac  Mobile Support Browsers: • Mobile Safari 6.0 and above • Chrome Mobile 40.0.2214 and above • Firefox Mobile 31.4.0 and above • Android browser 4 and above  Adobe Acrobat Reader version XI or later or Adobe Acrobat Reader DC  Microsoft Excel 2007 or later  Pop-up blockers turned off * Access Online can be accessed on any device with an internet browser (including Macs, PCs, mobile devices, etc.). The preferred browser is Internet Explorer, on which Access Online has been certified. We cannot guarantee user experience will be exactly the same when using other browsers, but our system should function within any browser. U.S. Bank City of Bozeman, Montana 42 c. Include any and all costs, initial and on-going, associated with your purchase card program. As your current one card provider, there will be no transition or initial costs for your program. Please see Exhibit 8, Financial Proposal, for more details and a fee table. d. If available, describe the Bank’s secure Internet website Expense Reporting tool. Explain how this tool works if individuals using the Expense Reporting tool have been set-up with a purchase card. U.S. Bank supports all electronic expense report and management systems, whether commercially available or developed by in-house MIS departments. All posted cardholder transactions can be sent electronically to your system daily, weekly or monthly. Pre-population abilities save time in expense report preparation, approval, audit and reconciliation. Additionally, the enhanced data capture provided through our pre-population data file allows companies to manage their spend data, perform trending analysis and have the information necessary to negotiate more effectively with suppliers. U.S. Bank assesses no fee to provide charge data for expense report pre-population. Transaction Management U.S. Bank Access Online is more than just a transaction reporting mechanism. It delivers comprehensive functionality around the processing and management of your transactions in a real- time environment. Access Online functionality includes:  Merchant Category Code (MCC) Allocation—A transaction management best practice that streamlines the reconciliation process and reduces manual posting errors  User Defined Line Items—Functionality that is particularly helpful for those transactions that do not have Level III data relayed by the merchant  A variety of cardholder reallocation options The Access Online transaction management capabilities are both flexible and customizable, designed to meet your unique needs. Transaction lists and details are available on demand for the current and past 12 months. Program administrators can adjust reallocation parameters to meet your company’s needs ranging anywhere from one to 199 days. After cycle close, cardholders also have the ability to reallocate transactions to one or multiple accounting codes, including the option of splitting individual transactions by specific dollar or percent of transaction amounts. Benefits include:  Puts the Program Administrators and cardholders in control of managing their transactions  Promotes timely payment while delivering enhanced audit capabilities  Eliminates time-consuming manual steps e. Describe the process surrounding the ordering of new purchase cards and the request to change current purchase cards. At a minimum, please include information related to the following: i. Ability to order single or multiple purchase cards at one time and place single transaction limits, monthly credit limits, and Merchant Category Code (MCC) restrictions on each individual card. Program Administrators can submit an application using Access Online, or send via fax or email. If expedited delivery cards are ordered via U.S. Bank Access Online before 11 a.m. MT, they will be processed and shipped the same day. For standard delivery, cards will be produced U.S. Bank City of Bozeman, Montana 43 the next day and shipped the day after. Post-rollout, we can support file-based uploads for large number of cards and/or online applications for one-off requests. All controls can be set down to the individual cardholder level and can be modified on an ongoing basis. Some of the control features we provide include:  Merchant Category Code (MCC) Blocking  Velocity Monitoring  Cardholder Single-Purchase Limit  Cardholder Monthly Spending Limit  ATM Blocking  Pre-Determined Expiration Dates  Declining Balance Capabilities (North America only)  Account Maintenance Effective Dating (temporary and future adjustments) Your Program Administrators can request changes to any of the above controls at any time using U.S. Bank Access Online or by contacting customer service. ii. Merchant Category Code (MCC) Templates should be made available for use in assigning cards to an MCC group. Detail the ability for the City to create our own MCC groups. To prevent purchases of specific commodities and services, we will block the MCCs that represent these items. We can establish universal MCC blocking for uniformity across all cards, or set unique limits at the cardholder level. We can also set up MCC Group blocking consisting of a cluster of MCCs. We recommend that you choose blocking that fits the spending requirements for the majority of your cardholders, and only use cardholder blocking on an exception basis. f. Explain the process surrounding the download of statements and the upload of approved statement information. At a minimum include: i. Capability to electronically send monthly statements to each cardholder and the ability to make account code changes, route the statement through their designated approval process, and electronically forward the statements back to the City’s Finance Department. U.S. Bank Access Online makes managing transactions easy. Cardholders can view a list of their transactions for the current cycle and the past 12 months, as well as any details available for each transaction. During the current cycle and for a number of days following the close of that cycle, cardholders can also mark transactions as reviewed, reallocate transactions and enter transaction comments. Cardholders can view transaction lists and details for the current cycle and the past 12 months. However, the number of days following the close of the cycle that cardholders have to reallocate transactions is subject to a variable control (between 1 and 199 days) that is set by your Program Administrator. Once that period has passed, the cardholder cannot reallocate the transaction. When cardholders reallocate a transaction, they change the accounting information to allocate the transaction to a different cost center. The reallocation can be to one accounting code or to multiple accounting codes. For example, if a cardholder purchases office supplies for two different departments, the cardholder can reallocate that transaction to be shared between the two departments. However, total allocation amounts must always equal 100 percent of the U.S. Bank City of Bozeman, Montana 44 transaction. Transactions can be split to multiple cost centers, project codes, G/L accounts or other accounting code segments you may use. Access Online also offers email notification of transactions awaiting the approval manager’s authorization—prioritized by dollar amount and number of transactions—thus facilitating quicker reviews and approvals. You can further automate your review and approval by establishing auto-approval criteria that eliminate the need for reviews by the approval manager. ii. Ability to generate reporting in Microsoft Excel, or, in a convertible file format in order to integrate with the City’s financial software and/or platform the same functions via the internet. All reports are parameter-driven and offer a high degree of flexibility and variety of output formats, all fully exportable and viewable online in the following formats:  Browser—Open in the user’s existing internet browser, requiring no additional software. Some reports take advantage of drill-down links for additional detail.  PDF—Readily formatted for printing, downloading or email exchange.  Excel—Use a spreadsheet structure for ease of additional analysis, sorting and filtering, and useful for export to third-party applications.  Active—Use dynamic HTML to display using the existing browser but also offer interactive features, including on-demand sorting, filtering, charts, graphs and export to XML and CSV. Reports can be delivered via the following methods:  Internet—Access Online is a web-based system that allows users 24/7 access to reports.  Data File—We will provide a data file at a frequency level directed by you.  Access Online Data Exchange—Scheduled reports are only delivered through Access Online Data Exchange, and can be retrieved from the Access Online Secure Mailbox. You will receive email notification when reports are available for viewing. Access Online provides 128-bit Secure Sockets Layer (SSL) data encryption. We do not distribute actual reports via email for security reasons. Financial Integration We will work with you to integrate your commercial payment program information with your financial systems. From accounts payable to electronic expense reporting and eProcurement, we have successfully integrated our solutions with all major financial systems, including: JD Edwards, Oracle, PeopleSoft and SAP. Effective financial extracts contribute to increased processing efficiencies and cost savings. U.S. Bank Access Online allows you to extract the data you need in the most efficient, convenient format, providing a wide variety of financial extract options to meet your specific integration requirements. Options for financial extracts include:  Standard Financial Extracts—Appropriate for clients desiring a quick to implement, low maintenance, automated extract solution. If a standard financial extract is appropriate for the City, you will receive a basic financial extract at the end of each cycle in a format that is compatible with your systems.  General Ledger Extracts—Directly integrate with the City’s general ledger system. You control where transactions are allocated, how extracts are structured and when data is delivered, which provides more control over your transaction data. If you receive a daily general ledger extract, you can customize the daily file by choosing a specific number of previous days to include in the file. You can receive general ledger extracts daily or at the end of each cycle. U.S. Bank City of Bozeman, Montana 45 Output Format The City can choose the output format that best suits your needs. The output file format indicates the unique positioning and layout of data within an extract file. Files can be encrypted using PGP, and transmission methods include HTTPS, FTP, SFTP or VPN Connect:Direct. We also offer secure mailboxes via Access Online Data Exchange. During implementation, we will work with you to determine and set up the best transmission method based on your needs. We offer four primary output file types:  Statement Billing File 2.5 (SBF 2.5)—U.S. Bank standard statement file that contains transaction data with allocation information; primarily used to populate your general ledger with transaction information.  VCF 4.0 (TVCF 4.0)—Standard file format that contains transaction, account, hierarchy and Level II and Level III data for both corporate and purchasing card programs. This file type also supports the inclusion of allocation data from Access Online.  U.S. Bank Commercial 2.0 (USBC2)—Accommodates Access Online Virtual Pay and Order Management programs. USBC2 is based on USBC1 with the addition of user line items, Virtual Pay or Order Management data.  RCON1 Standard Extract—Fixed-length (multiple record-type) ASCII text file that can be extracted daily or monthly. The file contains: • Basic transaction detail data and the matching payment instruction (PI) and payment request (PR) data • Enhanced reconciliation data for transactions that are divided and matched to multiple PIs and PRs iii. Provide examples of available reports and include an explanation of the content of each report. Report categories available include:  Program Management Reports—Supports general program management activities and allows you to monitor compliance with organization policy. Program performance indicators highlight important trends that you can use to proactively manage your accounts. Program Administrators gain access to information on every type of account activity.  Financial Management Reports—Allows you to access transaction management activity information; can be used to determine if cardholders are properly managing their accounts and ensure that expenses are assigned to the proper cost centers.  Supplier Management Reports—Allows you to manage supplier relationships, support supplier negotiations and manage spending by category. Used to analyze the overall effectiveness of your supplier strategies and identify overall performance issues and opportunities. the City is armed with actual program performance information that can be leveraged to drive supplier behavior and positively impact supplier negotiations.  Tax and Compliance Management Reports—Assist you with monitoring expenditures, tracking variances and managing account allocations; can be used to ensure your programs are operating in accordance with U.S. Federal Government standards and requirements.  Administration Reports—Allows Program Administrators to support system functionality, including accounting code and user management. Please see Exhibit 9 for Sample Reports. iv. Outline any Rebate/Revenue Share Back Schedule. Please see Exhibit 8, Financial Proposal, for our incentive offer, which will be provided to the City upon reaching $1 million in spend. U.S. Bank City of Bozeman, Montana 46 v. Explain the process surrounding disputed transactions, potential liability on behalf of the City, and dispute resolution. As a best practice in the event of a dispute, we encourage clients to contact the merchant first. The majority of the time, disputed charges can be resolved this way, without having to undergo the full dispute process. However, when a full transaction dispute is necessary, we make the process simple. We handle the process from initiation to resolution, and there is little to no paperwork required. Using U.S. Bank Access Online, the City will save time by simply going online to initiate disputes, check the status of disputed transactions and run reports. Dispute Initiation Disputes may be initiated by phone or online and can be tracked in Access Online, and all dispute data is updated daily. Through Access Online, users can:  View all disputed transactions electronically  View the current status of a dispute  Cancel a disputed transaction  Determine if a transaction has been disputed electronically Dispute Billing Once a transaction is in dispute, it is removed from the total amount due that appears on the card statement. Disputed amounts are not subject to finance charges, regardless of the final resolution decision. Cardholder Notification The cardholder will receive a letter in the mail notifying them of the dispute resolution, and whether or not they are responsible for payment of the charge. Dispute Reporting In Access Online, disputed transactions are marked with a “D” to easily identify transactions that are currently in the dispute process. To assist you with effective Program Management, several reports can be run on disputed transactions: U.S. Bank City of Bozeman, Montana 47  Transaction Detail—Shows summary allocation information for a specific accounting code and provides specific transaction detail. The Transaction Detail report provides the following fields: • Disputed—Shows whether the transaction has ever been disputed (Y/N) • Dispute Status—Shows whether the dispute has been resolved, and in whose favor • Dispute Status Date—Lists the date of the dispute resolution  Full Transaction and Order Detail—Fully details expenditures, including transaction, line item, order, account allocation and tax estimation information  Bill Transaction Analysis with Order Detail—Offers detailed and summary billed transaction information regarding the results of order and transaction matching Disputed items are removed from the balance due and do not age while in a dispute status. If the dispute claim is resolved favorably, the charge is completely removed from the account; if it is resolved unfavorably, the charge is then reflected back into the balance due. All of your cardholders are automatically covered by complete fraud protection at no cost. Neither you nor your cardholders will be held liable for fraudulent charges made to a promptly reported lost or stolen card. Visa Liability Waiver Protection All U.S. Bank liability options qualify for the Visa Liability Waiver Program, which protects against losses associated with terminated employees (maximum coverage is $100,000 per employee). Coverage is effective 75 days prior to notification of termination and 14 days after notification. There is no cost for this coverage. vi. Confirm your ability to include/imprint the City logo and name onto the top of each purchase card and the ability to include the City tax-exempt number below the cardholder’s name. Yes. We are able to meet these requirements. The standard information embossed on all U.S. Bank commercial cards includes:  Account number  Expiration date  Cardholder name (21 characters)  Group name (21 optional characters), which may be used for sub-divisions (such as department, division or cost center) The reverse side of each plastic on all card options includes space for the cardholder signature and the toll-free, 24/7 U.S. Bank Customer Service number. In addition to our standard card design, U.S. Bank offers custom plastics to cardholders in North America. Our logo and custom options are described below: Logo Cards For logo cards, we place the City’s logo in the upper left corner of our standard card design. The logo imprint can be produced in any one of the following colors: silver, gold or white. Logo card requests require three weeks lead-time prior to program rollout. A sample card will be provided for approval. There is no cost to the City for logo cards. vii. Provide any other information that could benefit the City’s purchase card program. U.S. Bank City of Bozeman, Montana 48 To support our commitment to your success, we provide a proprietary, consultative client engagement process called Program Optimization. Visa regularly describes our Program Optimization strategy and execution as the best in the commercial card industry. In fact, we employ a Program Optimization team dedicated to assisting our Relationship Managers with the benchmarking and growth of their clients’ programs. Unlike the off-the-shelf benchmarking tools offered by others, our unique process covers:  Benchmarks of your program’s performance against industry-leading measures of commercial card program performance, including those provided to us by CG Insights, a McKinsey company, as well as RPMG (“The Palmer Study”) and Aberdeen  Scorecard metrics with focus on program management (e.g., active to inactive card ratios, write-offs, delinquency) and merchant category spend in comparison to peer industries across the U.S. Bank portfolio  Best-practice recommendations for process improvement and program expansion  Targeted supplier opportunity reports  Actionable business cases that demonstrate the financial value of program improvements  Detailed action plans to support the implementation of these improvements Program Optimization has been a key part of our client engagement strategy for over 10 years and drives significant growth for our clients. We charge no fee for the program and development of best practice recommendations, targeted opportunities, business cases and action plans requires minimal commitment of your time or resources. G. Added services that your Bank offers that might reduce staff time or City costs. Include a description of the service offered, any advantages and disadvantages, and disclose all risks and costs to the City with regard to the service. The Bank should recommend, describe, and explain any and all additional services which would enhance the case management capabilities of the City. This description should include products currently under development and products which have been identified for future development. U.S. Bank On-Site Electronic Depost and Consolidated Payables Please refer to Exhibit 10 for our Working Capital Engagement Recommendations previously reviewed with the City. Both the payables and receivables recommendations cover strategies to help gain efficiency. The ROI pages show what can be attained by implementing these recommendations. As stated earlier in our response, both On-Site Electronic Deposit and Consolidated Payables would prove to be beneficial to the City. U.S. Bank Access Online Virtual Pay U.S. Bank Access Online Virtual Pay is an innovative virtual payment solution that combines the control and automation of client purchasing and payables systems with the simplified payment and rebate opportunity of virtual cards. Virtual Pay extends the value of purchasing card programs by further automating your Accounts Payable payment processes, replacing traditional paper check payments with cardless U.S. Bank virtual accounts. Virtual Pay allows you to use your current business practices, which may include processing purchase orders, receipts, approvals, coding and invoices in your system. Once approved, payments are ready for processing. the City provides these payments to U.S. Bank via a file, online form or through an API. We then use one or a combination of the options below, depending on supplier preference, to accommodate payment to your suppliers: City-Initiated Payments (Straight-Through Processing) U.S. Bank City of Bozeman, Montana 49  Funds are automatically deposited into a merchant bank account less interchange  U.S. Bank provides reconciliation functionality in our tools to automatically match processed supplier payment transactions with your authorized payments Supplier-Initiated Payments  Single-Use Accounts—Unique account numbers are assigned to each approved payment transaction; users have the ability to request and access a virtual account on their mobile device  Pre-authorized Limit Accounts—We dynamically raise credit limits on supplier-dedicated cards from zero to the amount of the payment appearing on the approved payment file Virtual Pay can accommodate both supplier-initiated and buyer-initiated payments without the need for separate file integration. The City-Initiated Payments Process Flow Supplier-Initiated Payments Process Flow Benefits Virtual Pay provides significant benefits for the City, including:  Increased controls through single use accounts and authorization controls  Extended Days Payable Outstanding  Reduced costs for the City by eliminating checks  Increased savings for the City by using a streamlined automated reconciliation process  Potential for additional rebate In addition, your suppliers will benefit by:  Reduced Days Sales Outstanding  Receives payment typically within 48 hours of processed payment  Automated payment reconciliation Poynt Our latest wireless payment terminal has a modern design that lets both you and your customer get a great view of every transaction. Poynt is an all-in-one smart device that allows you to take the checkout to your customers. Poynt is a turnkey solution with printer, signature pad and PIN pad, all built into one device. With WiFi capabilities, this device provides the freedom of a wireless solution. The City approves invoices for payment and sends file to U.S. Bank U.S. Bank posts Payment Instruction File that is sent from the City U.S. Bank pushes payment and email notification to supplier U.S. Bank posts and matches transactions to the approved payment instruction in Access Online The City approves invoices for payment and sends file to U.S. Bank U.S. Bank posts Payment Instruction File that is sent from the City U.S. Bank intiates payment process and sends email notification to supplier Supplier processes transaction U.S. Bank posts and matches transactions to the approved payment instruction in Access Online U.S. Bank City of Bozeman, Montana 50 The powerful security of encryption with our Safe-T Security Solutions™, uses the latest technology to protect you and your customers’ data. Poynt also features robust, anytime reporting. The simple, powerful dashboard allows you to monitor sales by person from your desktop or smart phone. Poynt also supports all payment types – mag stripe, chip (EMV) cards, PIN Debit, EBT and mobile payments, such as Apple Pay and Google Pay. Additionally, this terminal is supported in-house by Elavon’s dedicated and well-trained staffs of service professionals. Support is available 24/7. Safe-T Security Solutions Nothing to find, nothing to steal™. Elavon’s Safe-T security solutions provide layers of protection when used in combination with EMV and PCI-DSS compliance, to ensure you’re doing all you can to protect cardholder data from increasingly complex and evolving security threats. Additionally, an appropriately implemented encryption and tokenization solution can help reduce the complexity of complying with the PCI-DSS standards and decrease the costs of your PCI-DSS audits, freeing up resources to focus on initiatives that will drive your business forward. Protect your customers and your reputation. Encryption and Tokenization protect cardholder data at all points in the transaction lifecycle - in use, in transit and at rest. Encryption is the strongest protection for card data when it’s in transit. From the moment a payment card is swiped or inserted (dipped) at a terminal featuring a hardware-based, tamper resistant security module, encryption protects the card data from fraudsters as it travels across various systems and networks until it is decrypted at Elavon’s secure data center. Encryption is ideally suited for any businesses that process card transactions in a face-to-face or card present environment. Elavon’s encryption solution features format-preserving encryption, which retains the original length and structure of card track data, minimizing or eliminating adverse impact to your point of sale systems or message formats. Tokenization protects card data when it’s in use and at rest. It converts or replaces cardholder data with a unique token ID to be used for subsequent transactions. This can dramatically reduce the possibility of having card data stolen because it no longer exists within your environment. Tokens can be used in card not present environments such as e-commerce or mail order/telephone order (MOTO), or in conjunction with encryption in card present environments. Tokens can reside on your point of sale system or within your e-commerce infrastructure (at rest) and can be used to make adjustments, add new charges, make reservations, perform recurring transactions or perform other transactions (in use). U.S. Bank City of Bozeman, Montana 51 Exhibits 1. U.S. Bank Organizational Chart 2. U.S. Bancorp Corporate Profile 3. U.S. Bank Terms and Conditions 4. Detailed Pricing 5. Elavon Sample Reports 6. Sample Account Balance Reports 7. Schedule of Fees 8. Financial Proposal 9. Access Online Sample Reports 10. U.S. Bank Working Capital Engagement Recommendations 11. U.S. Bank Legal Review 12. U.S. Bank Insurance Review 13. U.S. Bank Master Services Agreement 14. Elavon Exceptions 15. Elavon Contract Response 16. Elavon Company Application 17. Sample Commercial Account Agreement Terms and Conditions 18. Sample Commercial Account Agreement United States Government Banking Division Global Treasury Management 2017 Fourth Quarter Profile Commercial bank ranking 5th largest Period-end assets $462 billion Period-end deposits $347 billion Period-end loans $280 billion Earnings per common share (diluted) $0.97 excluding notable items* $0.88 Return on average assets 1.46% excluding notable items* 1.33% Return on average common equity 14.7% excluding notable items* 13.4% Customers 18.7 million Bank branches 3,067 ATMs 4,771 NYSE symbol USB Year founded 1863 At quarter end, December 31, 2017. *Non-GAAP; See page 24 of Exhibit 99.1 of Form 8-K filed 1/17/18 for calculation. Investing in our employees, customers, and communities When the recent tax reform legislation was announced at the end of 2017, we knew it was a positive for the U.S. economy because it provided us with a unique and immediate opportunity to benefit our employees, customers, and communities. In turn, we announced some exciting decisions: • A special $1,000 bonus for nearly 60,000 employees; • Raising minimum wage to $15 for all hourly employees; • A one-time $150 million contribution to the U.S. Bank Foundation; • Enhancements to employees’ health care offerings effective for the 2019 enrollment period; and • An additional investment in strategic projects centered on the customer experience with an emphasis on digital and mobile capabilities. The special bonus, minimum wage increase, and health care enhancements reflect our deep commitment to our employees and to their employment experience. Our contribution to the U.S. Bank Foundation reflects our commitment to invest in and revitalize our communities. The customer-focused projects will include: payments technology, digital banking capabilities, multi-cultural initiatives, back-office automation, and brand building. Our four pillars of strategy Our strategy is how we will grow; it comes to life by activating our pillars: by being the most trusted choice, driving one U.S. Bank, striving for simplicity and creating the future now. e 2017 Fourth Quarter Profile | 2 Supporting work and small business Our Community Possible corporate giving and engagement platform focuses on economic development through three pillars - Work, Home and Play. During 2017, we donated $6.6 million in grants focused on Play. In the second round of Community Possible grants, we donated $11.2 million in Work grants to nonprofits across the country in the fourth quarter. The grants focused on workforce development, higher education, small business development, and financial education. Along with the Work grants, we also introduced a new business referral program that connects small businesses who do not qualify for a loan product to a national network of Community Development Financial Institutions (CDFIs). This new CDFI online referral tool, known as Connect2Capital, leverages the key role CDFIs play in local communities, providing access to capital and support services for small businesses. To learn more, visit www.usbank.com/community. Listen to our 2018 earnings calls Each quarter when we release our financial earnings, our senior leaders give an in- depth update on company performance and upcoming initiatives. These calls are a great way to stay apprised of what’s happening at the Company. Tune in on the following days for these important calls: First Quarter 2018 – Wednesday, April 18, at 8:00 a.m. CT Second Quarter 2018 – Wednesday, July 18, at 8:00 a.m. CT Third Quarter 2018 – Wednesday, October 17, at 8:00 a.m. CT Fourth Quarter 2018 – Wednesday, January 16, 2019, at 8:00 a.m. CT Andy Cecere named Chairman of the Board of Directors Andy Cecere, our president and CEO, will become U.S. Bancorp’s Board of Directors Chairman, effective at the Annual Meeting of Shareholders in April 2018. Richard Davis, executive chairman, will retire from the Board of Directors at that time. David O’Maley will continue in his role as the Board’s Lead Independent Director. We also announced in October that Rick McKenney was elected as a director of the Company. McKenney is the president and chief executive officer of Chattanooga, Tenn., based Unum Group, a leading provider of financial protection benefits in the workplace. Rick’s financial risk expertise within the financial industry will be invaluable to informing our strategy and business planning. “I am honored to be named U.S. Bancorp’s next Chairman,” Cecere said. 2017 Fourth Quarter Profile | 3 Hacking for good An app that helps senior citizens and their social networks recognize suspicious banking transactions – and look out for one another – took home the $8,000 grand prize at Hack Your Tomorrow, a recent hackathon sponsored by our innovation team and its partners, AARP and IBM, in San Francisco. Hack Your Tomorrow brought together web developers and designers for 28 intense hours of brainstorming and programming, all focused around a challenge: create a solution to help older people manage their finances as independently as possible, while making it easier to recognize and prevent their financial exploitation. The winning idea, Neighborhood Watch, was created by the team of Sol Chea and Abhinava Singh, who work together at NerdWallet. Over two days, they developed a platform that combines banking transaction alerts with information on how to prevent fraud and save for retirement. Real-time payments now live As we work to meet the evolving needs of our customers, we were excited to complete the first ever bank-to-bank payment using the new real-time payments (RTP®) system, which was launched by The Clearing House (TCH). The first new core payments infrastructure in the U.S. in more than 40 years, the RTP system was designed and built through the collaborative effort of TCH’s 25 owner banks. It’s open to all U.S. depository institutions with a goal of reaching ubiquity by 2020. RTP will support more seamless and efficient e-invoicing, bill pay, insurance claim payments, cash on delivery payments, and more. RTP also provides transparency and certainty with immediate confirmation notices that payments have been sent, received, and instantaneously settled. Making life on the go more flexible and secure Just before the holidays, we added location services to the U.S. Bank Mobile App, offering U.S. Bank Visa® credit and debit card customers technology that uses their phones’ location to help verify whether their mobile devices and credit or debit card are in the same location. This opt-in service can help customers have confidence that their transactions will be approved, minimizing disruptions and further reducing the risk of fraud. Through the app, it’s simple to automatically add this layer of convenience and protection. The mobile location feature is available for Android and Apple devices. The feature also is available for U.S. Bank’s small business cardholders. U.S. Bancorp business scope — Diversified business and markets National Corporate & Commercial Banking and Investment Services International Payments and Investment Services Regional Consumer & Business Bankingand Wealth Management Source: company reports. Peer banks: BAC, BBT, FITB, JPM, KEY, PNC, RF, STI and WFC; All ratios exclude one-time notable items *Non-GAAP; see slide 26 of Exhibit 99.2 of Form 8-K filed January 17, 2018 for calculation Revenue mix by business line 4Q17 YTD taxable-equivalent basis Revenue percentages exclude Treasury and Corporate Support • Payment Services • Wealth Management & Investment Services • Corporate & Commercial Banking • Consumer & Business Banking 30% 13% 40%17% USB Capital Position 4Q17 Common equity tier 1 capital ratio* 9.3% Tier 1 capital ratio* 10.8% Total risk-based capital ratio* 12.9% Leverage ratio* 8.9% Tangible common equity to tangible assets1 7.6% Common equity tier 1 capital to risk-weighted assets estimated for the Basel III fully implemented standardized approach of 9.1 percent1 and for the Basel III fully implemented advanced approaches of 11.6 percent1 *Calculated under the Basel III transitional standardized approach 1. Non-GAAP; see slide 25 of Exhibit 99.2 of Form 8-K filed January 17, 2018 for reconciliation USB Total Assets 4Q17 U.S. Rank Company $Billions 1 J.P. Morgan 2,534 2 Bank of America 2,281 3 Wells Fargo 1,952 4 Citigroup 1,843 5 U.S. Bancorp 462 6 PNC 381 7 BB&T 222 8 SunTrust 206 9 Fifth Third 142 10 KeyCorp 138 Source: company reports and BloombergAssets as of December 31, 2017 USB Market Value 4Q17 U.S. Rank Company $Billions 1 J.P. Morgan 393 2 Bank of America 331 3 Wells Fargo 317 4 Citigroup 208 5 U.S. Bancorp 94 6 PNC 74 7 BB&T 43 8 SunTrust 33 9 Fifth Third 23 10 KeyCorp 23 Source: company reports and BloombergMarket Value as of January 22, 2018 CONSUMER & BUSINESS BANKING CORPORATE & COMMERCIAL BANKING WEALTH MANAGEMENT & INVESTMENT SERVICES Outperforming our peers 4Q17 Return on Average Assets Peer 1 1.33% Peer 2 1.27% Peer 3 1.20% Peer 4 1.16% Peer 5 1.12% Peer 6 1.07% Peer 7 1.06% Peer 8 1.03% Peer 9 0.91% USB 1.33% 10.7% 10.7% 10.4% 10.1% 10.0% 9.9% 9.8% 9.2% 7.9% 13.4% Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 USB Return on Average Common Equity 58.2% 58.3% 58.4% 60.0% 61.4% 61.6% 61.8% 62.1% 63.1% 55.3%* Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 USB Efficiency Ratio 2017 Fourth Quarter Profile | 4 PAYMENT SERVICES People, purpose and, possible intersect in our four powerful lines of business. U.S. Bancorp Ratings Moody’s = A1 S&P = A+ Fitch = AA- DBRS = AA The senior unsecured debt ratings established for U.S. Bancorp by Moody’s, Standard and Poor’s, Fitch, and Dominion Bond Rating Service reflect the rating agencies’ recognition of the strong, consistent financial performance of the company and the quality of the balance sheet Long-Term Issuer Credit Rating Definitions S&P Moody’s Fitch DBRS AAA Aaa AAA AAA AA+ Aa1 AA+ AAH AA Aa2 AA AA AA- Aa3 AA- AAL A+ A1 A+ AH A A2 A A A- A3 A- AL BBB+ Baa1 BBB+ BBBH BBB Baa2 BBB BBB BBB- Baa3 BBB- BBBL p Investment Grade q Below Investment Grade BB+ Ba1 BB+ BBH BB Ba2 BB BB BB- Ba3 BB- BBL B+ B1 B+ BH B B2 B B B- B3 B- BL CCC+ Caa1 CCC+ CCCH CCC Caa2 CCC CCC CCC- Caa3 CCC- CCCL CC Ca CC CCH C C C CC D DDD CCL DD CH D C CL D op = outlook positiveon = outlook negative s = outlook stable wu = watch uncertain wn = watch negativewp = watch positive nr = not rated Accurate as of Feb. 22, 2018 *S&P does not provide a deposit rating; the long-term issuer credit rating is shown Investment products and services are: NOT A DEPOSIT • NOT FDIC INSURED • MAY LOSE VALUE • NOT BANK GUARANTEED • NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY U.S. Bank, U.S. Bancorp Investments, and their representatives do not provide tax or legal advice. Each client’s tax and financial situation is unique. Clients should consult their tax and/or legal advisor for advice and information concerning their particular situation. For U.S. Bank: U.S. Bank is not responsible for and does not guarantee the products, services or performance of U.S. Bancorp Investments. Deposit products offered by U.S. Bank National Association. Member FDIC. Credit products offered by U.S. Bank and subject to normal credit approval. For U.S. Bancorp Investments: Investment products and services are available through U.S. Bancorp Investments, the marketing name for U.S. Bancorp Investments, Inc., member FINRA and SIPC, an investment adviser and a brokerage subsidiary of U.S. Bancorp and affiliate of U.S. Bank. U.S. Bancorp, including each of our subsidiaries, is an Equal Opportunity Employer and a Drug-Free Workplace. Some of the information provided here has been obtained from third party sources believed to be reliable, but it is not guaranteed as to accuracy or completeness. usbank.com Moody’s S&P Fitch DBRS Holding Company: Peer Group Rating Outlook Rating Outlook Rating Outlook Rating Outlook 1 U.S. Bancorp A1 wn A+ s AA- s AA s 2 Wells Fargo & Co. A2 on A- s A+ s AAL s 3 BB&T Corp. A2 s A- s A+ s AH s 4 JPMorgan Chase & Co. A3 s A- s A+ s AAL s 5 PNC Financial Services A3 s A- s A+ s AH s 6 Bank of America Corp. A3 s A- s A s A op 7 Fifth Third Bancorp Baa1 s BBB+ s A- s AL op 8 SunTrust Banks, Inc. Baa1 s BBB+ op A- s AL op 9 KeyCorp Baa1 s BBB+ s A- s AL s 10 Regions Financial Corp. Baa2 s BBB+ s BBB+ s BBBH op Moody’s S&P* Fitch DBRS Bank Level: Peer Group Rating Outlook Rating Outlook Rating Outlook Rating Outlook 1 U.S. Bank NA Aa1 wn AA- s AA s AAH s 2 Wells Fargo Bank NA Aa1 on A+ s AA s AA s 3 BB&T Bank Aa1 s A s AA- s AAL s 4 JPMorgan Chase NA Aa2 s A+ s AA s AA s 5 PNC Bank NA Aa2 s A s AA- s AAL s 6 Fifth Third Bank NA Aa3 s A- s A s A op 7 KeyBank NA Aa3 s A- s A s A s 8 Bank of America NA Aa3 s A+ s AA- s AH op 9 SunTrust Bank A1 s A- op A s A op 10 Regions Bank A2 s A- s A- s AL op Moody’s S&P Fitch DBRS Holding Company: Others Rating Outlook Rating Outlook Rating Outlook Rating Outlook 1 Bank of New York Mellon A1 s A s AA- s AAL s 2 State Street Corp. A1 s A s AA- s AAL s 3 Northern Trust Corp. A2 s A+ s AA- s AAL s 4 M&T Bank Corp. A3 s A- s A s A s 5 Comerica Inc. A3 s BBB+ s A s A s 6 Citigroup Inc. Baa1 op BBB+ s A s A op 7 Huntington Bancshares Inc. Baa1 s BBB op A- s AL s 8 Zions Bancorporation Baa3 s BBB- op nr nr nr nr Moody’s S&P* Fitch DBRS Bank Level: Others Rating Outlook Rating Outlook Rating Outlook Rating Outlook 1 Bank of New York Mellon Aa1 s AA- s AA+ s AA s 2 State Street Aa1 s AA- s AA+ s AA s 3 Northern Trust Co. Aa2 s AA- s AA s AA s 4 M&T Aa3 s A s A+ s AH s 5 Comerica Bank Aa3 s A- s A+ s AH s 6 Huntington National Bank Aa3 s BBB+ op A s A s 7 Citibank NA A1 op A+ s AA- s AH op 8 Zions First National A3 s BBB op nr nr nr nr Long-Term Senior Debt Ratings Long-Term Bank Deposits 2017 Forth Quarter Profile | 5 © 2016 U.S. Bank National Association U.S. Bank Services Terms and Conditions Thank you for choosing U.S. Bank Services. This document provides product information, disclosures and descriptions of the Global Treasury Management, Foreign Exchange, Money Center and Safekeeping Services (“Services”) available at U.S. Bank. Other documents may become part of our Agreement depending on the Services selected. Please read all documents carefully; they will govern the Services provided to you, the Customer. Customer shall not be bound by the terms and conditions for specific Services to the extent Customer is not using such Service(s). U.S. Bank National Association Member FDIC U.S. Bank Services – Terms and Conditions TABLE OF CONTENTS Page I. INTRODUCTION ......................................................................................................................... 1 II. TERMS APPLICABLE TO ALL GLOBAL TREASURY MANAGEMENT, FOREIGN EXCHANGE AND MONEY CENTER AND SAFEKEEPING SERVICES ................................... 2 III. TERMS APPLICABLE TO ALL INTERNET-BASED SERVICES .............................................. 6 IV. TERMS APPLICABLE TO SPECIFIC GLOBAL TREASURY MANAGEMENT SERVICES ...... 7 A. E-PAYMENT SERVICE ..................................................................................................... 7 B. INFORMATION REPORTING AND TRANSACTION SERVICES ..................................... 9 C. ELECTRONIC DEPOSIT SERVICES .............................................................................. 10 D. ACH SERVICES .............................................................................................................. 13 E. WIRE TRANSFER SERVICES ........................................................................................ 17 F. DATA TRANSLATION SERVICES .................................................................................. 19 G. COURIER SERVICES ..................................................................................................... 20 H. CASH VAULT SERVICES ............................................................................................... 21 I. U.S. BANK EASYTAXSM SERVICES ............................................................................... 22 J. PAPER-BASED DISBURSEMENT SERVICES ............................................................... 23 K. POSITIVE PAY SERVICES ............................................................................................. 24 L. LOCKBOX SERVICES ..................................................................................................... 26 M. HEALTHCARE PAYMENT CONSOLIDATOR SERVICES .............................................. 28 N. COMMERCIAL SWEEP ACCOUNTS – LOAN OPTION ................................................. 29 O. COMMERCIAL SWEEP ACCOUNTS – INVESTMENT OPTION .................................... 30 P. MASTER REPURCHASE AGREEMENT (MRA) ............................................................. 36 Q. ZERO BALANCE ACCOUNT (ZBA) SERVICES ............................................................. 36 R. FOCAL POINT PLUS SERVICES .................................................................................... 32 S. SINGLEPOINT® INTERNATIONAL REQUEST FOR TRANSFER SERVICES .............. 37 T. SWIFT-RELATED SERVICES ......................................................................................... 38 V. TERMS APPLICABLE TO SPECIFIC FOREIGN EXCHANGE SERVICES ............................. 39 A. FOREIGN EXCHANGE WEB .......................................................................................... 40 B. FOREIGN CURRENCY ACCOUNTS .............................................................................. 42 VI. TERMS APPLICABLE TO SPECIFIC MONEY CENTER AND SAFEKEEPING SERVICES .. 43 A. INVESTMENT AND DEPOSITORY SERVICES .............................................................. 43 B. SAFEKEEPING TERMS AND CONDITIONS .................................................................. 45 C. TERMS AND CONDITIONS FOR ELECTRONIC DELIVERY ......................................... 47 Page 1 (Effective 06/30/2016) I. INTRODUCTION 1. Definitions. a. “Agent” means any director, officer, employee, representative, affiliate, third-party vendor or any other person acting on behalf of the Customer with the actual, implied or apparent authority of Customer. Bank may rely on any grant of authority until it receives written notice of its revocation and is given a reasonable amount of time to act upon such notice. b. “Bank” means U.S. Bank National Association and each subsidiary or affiliate of U.S. Bank that provides Services to Customer. c. “Business Day” means any day on which a majority of Bank’s offices are open to the public for substantially all banking functions. Saturdays, Sundays, federal or state holidays or any day recognized by a Federal Reserve Bank as a holiday shall not be considered a Business Day, even if Bank’s offices are in fact open. d. “Customer” means the business entity and any parent company, subsidiary or affiliate for whom Bank provides a Service. e. “Service” or “Services” means one or more global treasury management, foreign exchange, or money center and safekeeping services offered by Bank. 2. Other Agreements, Laws and Regulations. These terms and conditions and the Master Services Agreement (or existing Treasury Management Service Agreement or equivalent document executed by Customer) are collectively referred to herein as the “Agreement”. The Services are provided to Customer subject to the following other documents, laws and regulations, which are hereby incorporated into and made part of this Agreement: a. the set-up materials, user guides, and any supplement thereto required by Bank to implement a specific Service (referred to in the Agreement as the “Implementation Documents”); b. the most current fee and availability schedule and other fee disclosures provided to Customer, including account statements; c. the provisions of the then current deposit account agreement and accompanying disclosures, which govern deposit accounts and other depository services; d. the Uniform Commercial Code, as enacted in the State of Minnesota; e. any applicable automated clearinghouse operating rules, including, without limitation, the National Automated Clearing House Association Operating Rules and Guidelines (the “NACHA Rules”) and the rules promulgated by the Electronic Check Clearing House Organization (the "ECCHO Rules"); and f. federal, state and local laws and regulations applicable to Bank or Customer, including, without limitation, Regulation CC promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Section 229.1, et seq. ("Regulation CC"), all Operating Circulars promulgated by the Board of Governors of the Federal Reserve System, and the regulations overseen by the Office of Foreign Assets Control (“OFAC”). 3. Change of Terms. Bank may change the terms of this Agreement at any time upon reasonable written or electronic notice to Customer or by any other method permitted by law. Customer’s continued use of the Services after the effective date of any change to the terms shall be deemed Customer’s consent to the revised terms. Any other variations to this Agreement must be in writing and executed by Bank. In the event performance of the Services in accordance with the terms of this Agreement would result in violation of any present or future statute, regulation, government policy, or relevant clearing or central bank agreements or settlement systems to which Bank is subject, and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation policy, agreement or systems, and Bank shall incur no liability to Customer as a result of such violation or amendment. No course of dealing between Bank and Customer will constitute a modification of this Agreement or constitute an agreement between the Bank and Customer regardless of whatever practices and procedures Bank and Customer may use. 4. No Third Party Beneficiaries/Third Party Claims. Services provided by Bank are for the sole and exclusive benefit of Customer, and no other persons or organizations shall have any of the rights and remedies arising under this Agreement. Customer agrees to indemnify, defend and hold Bank harmless from and against any and all claims, demands, expenses, losses, liabilities and damages of third parties of any nature whatsoever, including, without limitation, reasonable attorney fees and court costs at trial or appeal arising directly or indirectly from any Service delivered to Customer pursuant to this Agreement. 5. Images. Bank may create a microfilm, optical disk, or other electronic image of the Agreement or Implementation Document. Bank may store the electronic image of such Agreement and Implementation Document in its electronic form and then destroy the paper original as part of Bank’s normal business practices, with the electronic image deemed to be an original. 6. Foreign Account Tax Compliance Act. If a payment made by either party under this Agreement is or could become subject to the U.S. Federal withholding tax imposed by Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (“FATCA”), then (i) each party shall provide to the other party such information, and shall disclose to the applicable governmental authorities such information, as may be required in order for such party to comply with all applicable requirements of FATCA and to determine that the other party has complied with FATCA, and (ii) a party that fails to comply with FATCA shall indemnify the other party for all costs, damages, and liabilities arising out of such party’s failure to comply with FATCA. 7. Disclaimer of Warranties. NOTICE: BANK MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND OF MERCHANTABILITY, EITHER TO CUSTOMER OR TO ANY OTHER PARTY, WITH RESPECT TO THE SERVICES PROVIDED BY BANK OR ITS AGENTS OR WITH RESPECT TO SOFTWARE PRODUCTS PROVIDED OR MADE AVAILABLE TO THE CUSTOMER FOR ITS USE BY BANK IN CONNECTION WITH THIS AGREEMENT AND ANY SERVICE. Page 2 (Effective 06/30/2016) II. TERMS APPLICABLE TO ALL GLOBAL TREASURY MANAGEMENT, FOREIGN EXCHANGE AND MONEY CENTER AND SAFEKEEPING SERVICES 1. Services. Bank may provide Services that are not specifically included in the Services section of this Agreement. By accepting and using any Service, Customer agrees that the Service will be governed by this Agreement and any other conditions communicated to Customer by Bank. Certain Services included in this Agreement may not be available or may not be provided in certain market areas. 2. Proprietary Information. Customer acknowledges that this Agreement, all related documentation and computer programs and systems used in providing Services, and all information related thereto constitute proprietary property of Bank that is of great commercial value. Customer agrees that it shall not acquire any proprietary interest or rights therein as a result of its use of the Services and shall keep all such proprietary information strictly confidential. 3. Representations and Warranties. Customer and Bank each represent and warrant to the other, as of the date this Agreement is entered into and at the time any Service is used or performed, that: (a) it is validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has all requisite power and authority to execute and deliver, and to perform its obligations under, this Agreement and each Service used or performed by it; (c) this Agreement has been duly authorized and executed by it and constitutes its legal, valid and binding obligation; (d) any consent or authorization of any governmental authority or third party required to be obtained by it in connection with this Agreement or any Service used or performed by it has been obtained; and (e) the Services received are for business use only and are not primarily for personal, family or household use. In addition, Customer represents and warrants to Bank that this Agreement will not violate: (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Customer; or (ii) the provisions of any agreement to which Customer is a party or is subject, or by which it, or its assets, is bound, or conflict with or constitute a default thereunder. 4. Financial Review. Bank’s willingness to provide Services to Customer is dependent on the Customer’s financial condition. Customer’s financial condition is subject to review by Bank from time to time, and such reviews must be satisfactory to Bank in its sole discretion and opinion. Customer shall, upon request, provide to Bank any such information as Bank may require to perform any such review. Customer’s failure to meet such standards or provide such information or assistance when requested shall constitute a breach of this Agreement and shall permit Bank to cease providing Services upon written notice to Customer. 5. Fees. Unless otherwise agreed by Bank in writing, Customer shall pay Bank the fees, charges and assessments set forth for the Services provided in the most current fee schedules and other fee disclosures provided to Customer (including account statements), plus additional fees and expenses for extraordinary Services. The price schedule for each Service shall be deemed accepted by Customer upon provision of the Service to Customer. In addition, Customer shall pay Bank the amount of any taxes levied or leased on fees charged pursuant to this Agreement, including, without limitation, federal, state, or local privilege excise or sales taxes based on gross revenue, any taxes or amount in lieu thereof paid or payable by Bank, excluding Bank’s income taxes and any assessments charged to Bank directly as a result of providing the Services. Bank may change the amount or type of service charges from time to time. Fees for Services used by Customer may be charged in full to Customer’s account(s) or may be offset through account analysis by applying earnings credit to Customer's service charges to determine a single monthly net service charge. The applicable earnings credit rate is established by the Bank and will change from time to time without advance notice to Customer. Customer’s net service charge could be zero if such earnings credit exceeds total charges in a given month. If Customer’s earnings credit is insufficient to offset the amount due hereunder, Customer agrees to pay such amount to Bank upon demand. Customer authorizes Bank to debit Customer’s account(s) with Bank for any and all fees, expenses or other charges owed by Customer to Bank under this Agreement. 6. Deposit Accounts. Most Services require that Customer maintain one or more deposit accounts with Bank. All checks, wire transfers, ACH payments and other items deposited into such accounts are provisionally credited and taken subject to later verification by Bank and Bank's receipt of final settlement. Deposited items that are deposited and later returned unpaid will be charged against the account without prior notice. Customer agrees to pay Bank for any overdraft or overpayment in any of Customer's accounts. Customer authorizes Bank to charge any account Customer maintains with Bank for any amount remaining due under this section. 7. Security Interest. Customer grants to Bank a consensual possessory security interest in Customer’s deposit accounts maintained with Bank and the funds held therein to secure payment of all of Customer’s obligations under this Agreement. 8. Accuracy and Timeliness of Information. Bank will use reasonable efforts to provide the information requested through the Services in a prompt fashion, but shall not be liable for temporary failure to provide timely information. In such event, Customer shall be responsible for carrying out banking business through alternative delivery channels. Bank shall not be liable for any inaccurate or incomplete information with respect to transactions which have not been completely processed or posted to Bank’s systems prior to being made available pursuant to the Services. 9. Authorized Signers and Users. Customer shall appoint certain Authorized Signer(s) in the U.S. Bank Master Services Agreement or in such other format or document as may be agreed by Bank. Customer agrees that Authorized Signers shall be authorized to act on behalf of Customer in all actions taken under this Agreement and may enter into all transactions contemplated in this Agreement, including, without limitation, selecting Services for the benefit of Customer, appointing initial system administrator(s), and signing additional documentation that may be necessary to implement Services and giving instructions with regard to any Service, including, without limitation, wire transfers, ACH transfers and other electronic or paper transfers from or to any account Customer maintains with Bank. The Authorized Signer(s) or Customer’s designated system administrator(s) shall appoint Agents to use the Services provided for the benefit of Customer (“Authorized Users”). Authorized Users may act on behalf of Customer for a particular Service in accordance with the relevant Implementation Documents or other document(s) establishing the Authorized Users’ responsibilities, or in accordance with the authority granted by Customer. Customer may revoke the authority of or change the Authorized Signers at any time upon prior written notice and execution of additional documentation required by Bank. Such change or revocation shall not be binding upon Bank until it has received the required written notice and has had a reasonable opportunity to act thereon. In any event, Bank may act on instructions that it believes in good faith were provided by an Authorized Signer or Authorized User, or anyone purporting to be an Authorized Signer or Authorized User. 10. Forms Approval and Service Implementation. Bank reserves the right to approve the form of Customer’s checks, drafts, deposit slips and similar documentation. Prior to initiating a new account or Service, or at any other necessary time, Customer agrees to provide all information and conduct any test that Bank may reasonably request, including, without limitation, completing Implementation Documents, signature cards, corporate resolutions and other documents and assessing test tapes and transmissions. Customer acknowledges that Services will not commence or continue until such time as an approved item or test is provided to Bank and determined by Bank to be satisfactory. Customer shall be responsible for initial product installation, whether or not Bank provides telephone or on-site installation support. 11. Security Procedures. a. Introduction. Bank and Customer shall agree to one or more security procedures that must be used in connection with certain Service(s). Customer acknowledges and agrees that it has been informed of and understands Bank’s security procedures and that such security procedures are commercially reasonable. Customer agrees to be bound by any payment order, transaction or service change order that is acted upon by Bank in accordance with such security procedure. Customer understands that the security procedures are not for the purpose of detecting errors in the transmission or content of information controlled Page 3 (Effective 06/30/2016) by Customer. If Customer selects certain security procedures to use in connection with a Service and those security procedures provide less protection against unauthorized transactions or activity than other security procedures offered by Bank in connection with such Service, the security procedures selected by Customer shall be deemed commercially reasonable to the same extent as the security procedures offered by Bank that provide greater protection. Bank reserves the right to issue new security procedures and/or to cancel or change any security procedures by giving verbal or written notice to Customer. Bank also reserves the right to periodically audit Customer's security procedures and information technology processes, and to mandate controls or suspend Services until Customer complies with such security procedures. b. Access. Customer shall be solely responsible for designating individuals authorized to access Services. Access to Services will be controlled through the use of user IDs, personal identification numbers, passwords, digital certificates/signatures, private keys or other security devices (“Codes’). Customer is solely responsible for maintaining its own internal security and agrees to use the utmost care in selecting any company or individual given access to use one or more of the Services. Codes that are assigned to individual Authorized Users shall not be shared with any other person, including other Authorized Users and Customer shall not disclose any information regarding the Services that an unauthorized user would find helpful to obtain access to all or part of any Service. Customer assumes all risk of accidental disclosure or inadvertent use of any Codes by any party, whether such disclosure or use is on account of Customer’s negligent or deliberate acts or otherwise. If Customer or its Agents has reason to believe that any security procedures or Codes have or may become known by unauthorized persons (whether or not employed by Customer) or if Customer believes its network or computer systems have been compromised or its computers infected, Customer shall immediately notify Bank by telephone and confirm such verbal notification in writing to Bank within 24 hours. Bank will replace the security procedures and/or Codes in accordance with Bank’s procedures. Customer shall be solely responsible for funds transfer instructions and other communications or transactions initiated before Bank received Customer’s notice and had a reasonable time to act on such notice. Customer agrees to defend and indemnify Bank against any claims, losses, damages, costs, expenses, fines and other liabilities arising out of Customer’s failure to maintain the security and confidentiality of the Codes or arising out of the unlawful use of any website or portal by Customer or any person who obtains access to a website or portal using the Codes. c. Confidentiality. Customer and Bank represent, warrant and mutually agree that all confidential information concerning the other party or parties that comes into its possession in connection with any of the Services will be maintained in strictest confidence and shall not be used or divulged to any other party except as may be necessary or advisable for the due performance of any of the Services or as required by applicable law. Bank shall maintain physical, electronic, and procedural safeguards to keep Customer's confidential information secure. Customer’s obligation to maintain the confidentiality of all security procedures shall survive the termination of any Service or this Agreement. Customer acknowledges that certain Services may involve the handling of confidential consumer information that may be subject to privacy laws and regulations, including unauthorized access or breach notification regulations. Customer agrees to notify Bank immediately if Customer sends or receives protected health information that requires the execution of a business associate agreement. d. Verbal or Written Instructions. For some Services, Bank may choose to honor Customer’s request to give Bank verbal or written instructions regarding the Services. Customer agrees that Bank may in good faith rely on such verbal or written instructions that purport to come from an authorized Agent of the Customer without independent verification by Bank. e. Fraud prevention measures. Bank offers certain products and Services such as Positive Pay and account blocks or filters that are designed to detect or deter fraud. Failure to use such Services could substantially increase the likelihood of fraud. If Customer fails to implement any of these products or Services, or if Customer fails to follow these or other precautions reasonable for its particular circumstances, Customer agrees: (i) it will be precluded from asserting any claims against Bank for paying any unauthorized, altered, counterfeit or other fraudulent item that such product, Service, or precaution was designed to detect or deter; (ii) Bank will not be required to re-credit Customer’s account or otherwise have any liability for paying such items; and (iii) Customer will pay all costs and expenses incurred by Bank for all efforts undertaken by Bank to recover any losses incurred by Customer. 12. Unsecured Electronic Transmissions and Instructions. Bank shall transmit to Customer information related to Services via secure electronic transmissions. If Customer elects to send or receive instructions or reports from Bank via unsecured electronic means, including, without limitation, facsimile transmission, voice mail, unsecured e-mail, pager or other unsecured electronic or telephonic methods (“Electronic Transmission”), Customer acknowledges that such Electronic Transmissions are an inherently insecure communication method due to the possibility of error, delay and observation or receipt by unauthorized personnel. Bank may rely in good faith on Customer’s instructions regarding how and to what number or e-mail address Electronic Transmissions should be sent and may rely on any Electronic Transmission that it reasonably believes to have been initiated by the Customer. Should Customer elect to send or receive unsecured Electronic Transmissions to or from Bank, Customer assumes all risks, and Bank shall not be liable for any loss, that results from the nonreceipt, disclosure, alteration or unauthorized access of any such unsecured Electronic Transmission. 13. Account Blocks and Filters. ACH debit blocks and check blocks prevent ACH debits and checks from posting to Customer’s account. ACH filters and check filters enable Customer to set various criteria to authorize certain transactions to post to Customer’s account while excluding others. If an ACH debit or check filter is established by Customer, any ACH debit entry or check presented that does not specifically meet the criteria will be dishonored or sent back to the originator of the transaction. Customer acknowledges that the effectiveness of the filters is dependent on the accuracy and timeliness of the information provided by Customer. In addition, certain ACH transactions such as returns or adjustments cannot be blocked per NACHA Rules. If Customer desires to modify a block or filter setting, Customer shall notify Bank at least 72 hours in advance of the changes taking effect. 14. Computer Equipment and Software. Many Services require the use of computer hardware and software or other equipment. Customer is responsible for maintaining its computer and equipment (including those provided by or through Bank for use with Services) in good working order. Customer shall ensure that computers and other equipment have the necessary compatibility and format to interface with Bank’s systems, including, without limitation, the ability to support the Bank's security procedures. Customer agrees to install upgrades and other system enhancements within a reasonable time after being requested to do so by Bank. License agreements for necessary software shall either be embedded in the software or separately documented. Customer agrees to comply with all applicable software license agreements, whether or not such agreements have been executed by Customer. Customer has no rights or ownership in any software provided by or through Bank and shall not transfer, copy, alter, modify, reverse engineer, reproduce, or convey in any manner, in whole or in part, any such software. Customer shall return all software and user manuals associated with any software upon request. Bank makes no representations or warranties with respect to any equipment or software provided by Bank. 15. Transactions on Non-Business Days/Cutoff Times. Transactions, deposits, payment orders, entries or other requests by Customer received by Bank on a non-Business Day or after established cutoff deadlines may be treated by Bank as received on the next Business Day. Bank may change any cutoff time or other deadline at any time. Bank will make a reasonable effort to notify Customer of any changes in advance. 16. Customer-initiated Transactions and Instructions. Bank will honor Customer’s transactions and instructions (including adjustments, amendments and cancellations) only when Customer has complied with this Agreement and related policies and procedures. Bank will be under no obligation to honor, either in whole or in part, any transaction or instruction that: Page 4 (Effective 06/30/2016) a. exceeds Customer’s collected or available funds on deposit with Bank; b. Bank has reason to believe may not be authorized by Customer; c. involves funds subject to a hold, dispute or legal process preventing their withdrawal; d. violates any provision of any applicable regulation of the Federal Reserve Bank or any other federal, state or local regulatory authority; or e. Bank has reasonable cause not to honor, for the protection of either Bank or Customer. 17. Inconsistent Name and Account Number. If Customer or third party acting on Customer’s instruction initiates a fund transfer instruction or payment order (“Payment Order”) to Bank that describes the person to receive the proceeds of such Payment Order (the “Beneficiary”), the Beneficiary’s bank, or an intermediary bank by name and an account or other identifying number, Bank and subsequent parties to the Payment Order may rely on and act solely on the basis of such number, even though the name and number do not agree and even though Bank and subsequent parties know or have reason to know of the inconsistency. Customer’s obligation to pay the amount of the Payment Order to Bank is not excused in such circumstances. With respect to incoming Payment Orders that do not include an account number recognizable to Bank, Bank may return the Payment Order to the sending financial institution without incurring any liability to Customer. 18. Intercompany Services/Authority to Transfer or Commingle Funds. In the event that Customer requests Bank to provide Services to a parent company, subsidiary, affiliate, or other commonly owned Company, Customer agrees that it shall be jointly and severally liable for such Company’s obligations under this Agreement. Customer hereby represents and warrants to Bank that any and all transfers and commingling of funds required or permitted by any Service or requested by Customer, and all other aspects of the performance hereby by Bank and Customer, have been duly authorized by all necessary parties, including, without limitation, the account holder of each account, and that Customer has obtained and shall maintain in its regular business records and make available to Bank upon reasonable demand, for a period of seven (7) years after termination of the Service, adequate documentary evidence of such authorization from the account holder of each account, executed by the duly authorized officer(s) of each such account holder in accordance with that account holder’s bylaws and/or board resolutions. Customer further represents and warrants that each transfer or commingling of funds authorized hereunder is not in violation of any agreement, bylaw or board resolution of Customer or any of its affiliates or subsidiaries, nor is it in violation of any applicable federal, state, local law, regulation, of any decree, judgment, order of any judicial or administrative authority. Each representation and warranty contained herein shall be continuing and shall be deemed to be repeated upon Bank’s effecting each transfer and commingling of funds authorized hereunder. 19. Customer Records. This Agreement and the performance of Services by Bank shall not relieve Customer of any obligation imposed by law, clearinghouse rules (including the NACHA Rules and ECCHO Rules), or by contract regarding the maintenance of records or from employing adequate audit, accounting and review practices as are customarily followed by similar businesses. In addition, Customer shall retain and provide to Bank, upon request, all information necessary to remake or reconstruct any deposit, transmission, file or entry for thirty (30) days following receipt by Bank of the deposit, file, entry, transmission or other order affecting an account. 20. Account Communications and Review Period. Customer agrees to regularly and promptly review and verify all statements, reports, check payment records, wire transfer instructions, confirmations, adjustments, charges, and other transactions ("Account Communications"). Customer may receive or access Account Communications electronically, including without limitation, delivery by posting to a password protected Web site or database. Customer acknowledges that Account Communications provided by Bank through electronic delivery is deemed to constitute good and effective delivery when posted by Bank, regardless of whether Customer actually or timely receives or accesses the Account Communications. Unless a different review period is specified elsewhere in this Agreement, Customer shall, within a reasonable time, which in no event shall be greater than thirty (30) calendar days following the day Bank first mails, electronically transmits or otherwise makes data available to Customer (“Review Period”), notify Bank of any error or discrepancy between Customer’s records and any Bank notice or statement, or any transaction or transfer Customer believes was not authorized. If Customer fails to notify Bank of such unauthorized transaction within the Review Period, Customer agrees that the failure to report any such errors or unauthorized transactions shall relieve Bank of any liability for the unreported erroneous or unauthorized transaction. In accordance with NACHA Rules, Customer must report an unauthorized ACH debit entry to the Customer’s account by the established deadline on the Business Day following the settlement date of the unauthorized entry. Otherwise, Customer's sole recourse is to the originator of the transaction. 21. Monitoring and Recording Communications. Customer acknowledges and agrees that Bank, or anyone acting on Bank’s behalf, may monitor and/or record any communication between Customer, or its Agent, and Bank, or anyone acting on Bank’s behalf, for quality control and other purposes. Customer also acknowledges and agrees that this monitoring or recording may be done without any further notice to Customer or its Agent. The communication that may be monitored or recorded includes telephone calls, cellular or mobile phone calls, electronic mail messages, text messages, instant or live chat, or any other communications in any form. 22. Limitation of Bank’s Liability for Services. Customer acknowledges that Bank’s fees for Services are very small in relation to the amounts of transfers initiated through these Services and consequently Bank’s willingness to provide such Services is based on the liability limitations contained in this Agreement. In addition to greater limitations on Bank’s liability that may be provided elsewhere in this Agreement, Bank’s liability related to any Service shall be limited exclusively to actual proven damages arising directly from its own gross negligence or willful misconduct. Bank will not, under any circumstances, be liable for any special, incidental, indirect, consequential, punitive or similar losses or damages, whether or not the likelihood of such losses or damages was known by either party at the time Customer first obtains Services from Bank or at the time any instruction or order is given to a Bank pursuant to any Service, and whether such losses or damages arise from tort, contract or otherwise. Bank’s maximum liability for any loss of interest shall be calculated using a rate equal to the average Federal Funds rate at the Federal Reserve Bank of New York for the period involved. Notwithstanding the foregoing, Bank shall not be liable for any losses or damages caused, in whole or in part, by the action or inaction of Customer, or any Agent or employee of Customer, whether or not such action or inaction constitutes negligence or a breach of this Agreement. Bank shall not be liable for any damage, cost, loss, liability or delay caused by a force majeure event, including but not limited to, accident, strike, labor dispute, fire, flood, war, riot, terrorist act, government restrictions, exchange or market rulings, extraordinary market volatility, suspension of trading, equipment breakdown, electrical, telephone, Internet, or mechanical failures, acts of nature, any cause which is attributable to a third party, or any other cause or event that was beyond Bank’s reasonable control. Customer agrees that the fees charged for the performance of the Services shall be deemed to have been established in contemplation of these liability limitations. 23. Dispute Resolution. a. Governing Law. Except as otherwise provided herein, this Agreement shall be governed by the laws of the State of Minnesota, without regard to conflicts of law principles. b. Jury Trial Waiver. To the fullest extent permitted by law, Bank and Customer hereby agree to waive trial by jury in any judicial proceeding involving, directly or indirectly, any matter (whether in tort, contract or otherwise) in any way arising out of, related to or connected with these Services or this Agreement. Bank and Customer represent and warrant to each other that this jury trial waiver is knowingly, willingly and voluntarily given. c. Jurisdiction and Venue. Customer consents to the jurisdiction of the courts of the State of Minnesota, waives any argument that such venue is inconvenient and agrees to bring litigation commenced in connection Page 5 (Effective 06/30/2016) with this Agreement in either the District Court of Hennepin County or the United States District Court, District of Minnesota, Fourth Division. d. Collection Costs. Should Bank have to undertake any action to recover any amount due under this Agreement for the Services, including, without limitation, fees, overdrafts or overpayment, Customer will be liable to Bank for the cost of such effort, plus reasonable attorney fees. e. Adverse Claims. If Bank receives an adverse claim against any account, and Bank reasonably believes that it will not be protected if the claim is ignored, Customer agrees that Bank may place a hold on the affected account. Any such hold will remain in place only so long as reasonably necessary to resolve the claim or employ legal remedies to allow a court to decide such claim. Assuming compliance with this section, Bank shall have no liability for dishonored transactions due to the hold, and Customer agrees to reimburse Bank all costs, including reasonable attorney fees, incurred due to such adverse claim. 24. Necessary Third Party Service Providers. a. Third Party Networks. Some Services are provided by Bank through access to a third party network. Such Services are dependent upon the availability of the third party network on conditions acceptable to Bank. Bank reserves the right to discontinue the Service or provide the Service through an alternative third party network and shall have no liability should such network become unavailable. Bank does not warrant and shall not be responsible for Services received by Customer from any third party network. b. Third Party Vendors. Some Services and/or computer equipment and software are provided to Customer by a third party vendor selected by Customer who is unaffiliated with Bank. In those cases, the third party vendor is acting as Customer’s Agent rather than an agent of Bank, and Customer agrees to be bound by such third party's acts or omissions. Bank does not warrant and shall not be responsible for Services provided by unaffiliated third party vendors. Customer authorizes Bank to disclose to any third party vendor of Customer or Bank information concerning Customer to the extent required to deliver the requested Service. Customer acknowledges that Bank’s third party vendors may perform certain services offshore. 25. Notices. All written notices to Bank shall be delivered or mailed to the address designated by Bank. Notices, including but not limited to, Account Communications sent to Customer shall be delivered or mailed to Customer’s current lead account address or other known address if deemed more appropriate by Bank under the circumstances. Notices may be delivered to some Customers in electronic format, including posting to Bank's Web site, if requested or appropriate. 26. Severability. To the extent possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision shall be held to be invalid, illegal or unenforceable, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without rendering invalid, illegal or unenforceable the remainder of any such provision or the remaining provisions of this Agreement. 27. Waiver. A waiver by Bank or Customer of any term or provision shall not be construed as a waiver of such term or provision at any other time, or of any other term or provision. Bank’s waiver of the enforcement of any of the terms of this Agreement with respect to any transaction or series of transactions will not affect Bank’s right to enforce any of its rights with respect to other Customers or to enforce any of its rights with respect to later transactions with Customer. 28. Assignment. In addition to section 24 above, Bank may at any time assign or delegate its rights and duties under this Agreement. Customer may not assign or transfer its rights or obligations hereunder to any other person or entity without Bank's written consent, whose consent shall not be unreasonably withheld. 29. Termination. Any Services may be terminated by either party upon 30 days’ prior written notice to the other. Bank may also terminate or suspend any Services immediately without notice to Customer if any of the following occurs: (a) Customer becomes insolvent or files, or has filed against it, any bankruptcy or other insolvency, reorganization, liquidation or dissolution proceeding of any kind; (b) a material adverse change occurs in Customer’s business or financial condition; (c) Bank has reason to believe that Customer has engaged in fraudulent or illegal activity; (d) Customer fails to maintain balances in accounts sufficient to cover overdrafts; (e) Customer violates, or is in default under, the terms of this Agreement or any other agreement with Bank; (f) Customer fails to comply with security procedures or fails to provide financial information reasonably requested by Bank; (g) Bank determines it is impractical or illegal to provide any Services because of changes in laws, regulations or rules; (h) Bank, in good faith, is unable to satisfy itself that any Services have been properly authorized by Customer; or (i) Bank, in good faith, deems itself insecure. Notwithstanding any termination, the terms of this Agreement shall apply to all transactions which have been initiated prior to termination. Page 6 (Effective 06/30/2016) III. TERMS APPLICABLE TO ALL INTERNET-BASED SERVICES 1. Introduction. Bank offers a number of Services over the Internet. If requested by Customer and agreed to by Bank, Bank will grant Customer access to one or more of Bank's Internet Services in the manner established by Bank. Customer agrees that its use of Services from time to time offered by Bank via the Internet (collectively, the “Internet Services”) shall be governed by: (i) this Section and all other relevant sections of this Agreement, including, without limitation, sections governing the specific Services that are offered online; (ii) the other agreements, laws and regulations described in Section I.2. of this Agreement; and (iii) the applicable Terms of Use, as defined in Section III.2. below. 2. Terms of Use. Bank may post terms or rules of use (“Terms of Use”) governing Customer’s use of the Internet Services on Bank's Web site(s) for accessing such Services. Such Terms of Use shall supplement and amend the terms set forth in this section. In the event of a conflict between the Terms of Use and the rules set forth in this Agreement, the Terms of Use shall govern. Customer’s initial use of an Internet Service shall constitute an acceptance of the Terms of Use posted on the Web site. Bank may change the Terms of Use for any Internet Service at any time by posting notice of such change via an alert or message on a broadcast or message page of the Web site (“Broadcast Message”). All changes shall have an effective date. Customer’s use of the Internet Service after the effective date of any such change shall constitute an acceptance of the revised Terms of Use by Customer. Customer is responsible for establishing an internal procedure for reviewing the Broadcast Message page on a regular basis to obtain timely notice of changes to the Terms of Use. In the event that a specific Internet Service does not have Broadcast Message capability, Customer will be notified of any changes in accordance with section II.25 hereof. Neither Bank nor Customer will contest the validity, enforceability, or admissibility of hard copy printouts of the Terms of Use for any Web site or notices of changes to such Terms of Use provided in accordance with this section. Copies of such Terms of Use or notices, if introduced as evidence in tangible form in any judicial or administrative proceeding, will be admissible to the same extent and under the same conditions as other business records originated and maintained in documentary form. 3. Security Procedures. Customer agrees to use the Internet Services in accordance with the security procedures established by Bank. Bank reserves the right to reject any transaction or Service request that is not made in accordance with these procedures. Customer shall at all times use a Web browser that supports the level of encryption used by Bank as part of its security procedures. Due to emerging technologies and ensuing changes in security practices, Bank reserves the right to supplement or change its security procedures from time to time upon reasonable notice to Customer. Customer acknowledges and agrees that, notwithstanding anything to the contrary set forth in the Agreement, in matters of security, reasonable notice may be less than a day’s notice or even, in some cases, notice after the fact. Customer is solely responsible for maintaining a secure work environment to ensure against the use of Internet Services by unauthorized individuals. Security procedures to be followed by Customer include, without limitation, informing Authorized Users that any passwords should not be shared and to secure physical access to the terminals used for Internet Services when an Authorized User has logged in to an application or system. 4. System Administrator. Customer shall designate one or more System Administrator(s). The System Administrator shall be responsible for setting up Internet Services and for establishing internal security procedures related to such Internet Services, which may be made available through applications or systems offered by Bank, including, without limitation, accepting delivery of software, system-wide configuration of Bank accounts, appointing Authorized Users, establishing authority levels, authorization requirements and payment limits, and distributing and re-setting IDs, passwords and other internal security devices related to the Internet Services. Company represents and warrants to Bank that any actions taken by the System Administrator in relation to the Internet Services including, without limitation, the appointment of Authorized Users and the access and privileges granted to such Authorized Users, are duly authorized by Company. 5. Other Customer Responsibilities. a. Equipment and Software. Customer is responsible for obtaining (from Bank, in some instances), installing and maintaining the computer and communications equipment (including, without limitation, personal computers and modems), software, Web browsers, Internet access and communications services necessary to access and use the Internet Services in accordance with this Agreement. b. Use of Internet Services. Customer shall use its access to Internet Services and Web sites operated by or on behalf of Bank only to conduct its business through or with Bank and agrees to limit access to those Agents who require access to Internet Services. c. Antivirus Protection. Customer agrees to run antivirus software before transmitting data to or through any Web site. Customer may use any commercially available, industry recognized antivirus software of the type that detects and disinfects viruses automatically, without the need for the Customer to execute virus scanning for each file manually. Customer shall update its antivirus software on a regular basis and in no event less often than once every week. d. Anti-malware Protection. Bank may offer complimentary anti-malware software for use with certain Services that is designed to detect, deter or destroy different types of malware. Failure to install anti-malware software offered by Bank could substantially increase the likelihood of fraud and other losses. If Customer fails to install software offered by Bank, Customer agrees it will be precluded from asserting claims against Bank for any losses caused by malware which such software would have detected, deterred or destroyed. Bank will not be required to re-credit Customer’s account or otherwise have any liability for such losses. e. Network Security. Customer agrees to install and utilize current industry-standard network security for its information technology systems that access Services via the Web. Network security protection includes, but is not limited to, firewalls and intrusion detection systems. For certain Services, Bank may require Customer maintain specific network security protection in order to access the Services. 6. Disclaimer of Warranties. NOTICE: BANK PROVIDES ALL INTERNET SERVICES ON AN “AS IS,” “AS AVAILABLE” BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE INTERNET SERVICES OR THE CONTENT OR SECURITY OF ANY WEB SITE. BANK DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, BANK DOES NOT WARRANT THAT THE OPERATION OF ANY WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER IS RESPONSIBLE FOR TAKING APPROPRIATE PRECAUTIONS AGAINST DAMAGE TO ITS OPERATIONS WHICH COULD BE CAUSED BY INTERRUPTIONS OR MALFUNCTIONS OF ANY WEB SITE AND ASSUMES THE RISK OF SUCH OCCURRENCES. Page 7 (Effective 06/30/2016) IV. TERMS APPLICABLE TO SPECIFIC GLOBAL TREASURY MANAGEMENT SERVICES The following are additional terms and conditions applicable to specific Treasury Management Services offered by Bank. Bank may change the number or type of Services offered at any time. Customer shall not be bound by the terms and conditions for the specific Services described in Sections IV, V and VI of this Agreement to the extent Customer is not using such Service(s). A. E-PAYMENT SERVICE Customer may select the E-Payment Service that would allow its customers ("Payers") to make convenient payments to Customer through the Internet, an Integrated Voice Response (IVR) system, a 'live' call center, a bill payment kiosk, or a walk-in cash payment channel. In addition, Customer may distribute electronic invoices, bills or statements to Payers who can pay such invoices, bills or statements via multiple payment channels accessible through the E-Payment Service. Customer agrees that this Service shall be governed by this Section and all other relevant sections of this Agreement. 1. Internet. a. “Customer Payment Site” means the interactive Internet payment site hosted by Bank where Payers may make payments to Customer over the Internet. Bank will configure, implement, host and support the Customer Payment Site. If Customer provides the content for the Customer Payment Site, Customer agrees to indemnify and hold Bank harmless for any content that violates applicable law or payment network rules. b. Customer License. Bank shall have the right and license to use Customer’s name, trademarks, service marks, copyrights and logos and other textual information in connection with the Customer Payment Site solely for the purposes contemplated herein. c. “Administrative Website” means the interactive Internet site hosted by Bank where Customer may access reports, initiate payments on behalf of Payers, or initiate refunds. Bank will configure, implement, host and support the Administrative Website. Customer shall be solely responsible for setting up Authorized Users, access entitlements and internal controls within the Administrative Website. d. Links. Customer shall provide and maintain a secure link on its Web site to the Customer Payment Site. Customer shall be responsible for ensuring that the link to the Customer Payment Site takes Payer to the appropriate area within the Customer Payment Site. Customer shall be responsible for providing the agreed-upon data concerning Payer in a manner that meets Bank’s encryption or security methods during the exchange. Customer and Bank agree to use industry-standard security procedures and technology to ensure the security of the Customer’s Web site and the Customer Payment Site and to prevent data theft or unauthorized access. e. Payer Authentication. Depending on the applicable payment processing channel, Customer shall be responsible for verifying the identity of each Payer prior to the time Payer is linked to the Customer Payment Site. Customer agrees that Payers shall not be granted access to the Customer Payment Site link until Customer has verified the identity of each Payer using a commercially reasonable fraud detection system. For every Payer that accesses the Customer Payment System, Bank may rely on Customer to have completed such verification. 2. Compliance with laws and regulations. Customer agrees to comply with all applicable laws, rules and regulations, including without limitation, those issued by: (i) the National Automated Clearing House Association; (ii) any governmental entity, including (without limitation) the requirements contained in the Electronic Fund Transfer Act, Regulation E, and the Electronic Signatures in Global and National Commerce Act; (iii) the American with Disabilities Act; and (iv) any other entity or association that issues or sponsors a payment device, including (without limitation) the requirements of the Payment Card Industry (PCI) Data Security Standard and any credit card association, including Visa and MasterCard. Customer further agrees to comply with all payment network regulations for ATM debit networks. 3. Integrated Voice Response (IVR). To make an automated payment via a touch-tone phone, Payers may access the IVR system by calling a toll-free number provided by Bank or Customer. Customer shall have previously submitted Payer registration data ("registration data") to Bank. In order to make a payment via the IVR system, Payers are required to input information that matches their user information submitted in the registration data. 4. Call Center. If this option is selected by Customer, Payers may make a payment by phone by calling a 24-hour call center and speaking to 'live' Bank personnel. Bank shall authenticate a Payer's identity in the manner specified by Customer, and agreed to by Bank, in the Implementation Documents. Customer acknowledges and agrees that the authentication of the Payer's identity in such manner shall constitute a commercially reasonable fraud detection system and Bank shall have no liability for all payments so authenticated. 5. Payer Authorization. If payment is made via the Internet, Payer will be prompted to authorize the payment and print a confirmation once Payer has reviewed the payment data and input the information necessary to complete the payment. If payment is made via the IVR or call center, the confirmation number will be read to Payer. Bank is not responsible for the detection of errors made by Payer or Customer and may rely on the information submitted or communicated by Payer or Customer. 6. Payment Processing. Payments shall be processed in the manner mutually agreed to between Bank and Customer, which may include ACH debit entries, debit cards, credit cards or other payment processing methods. Customer shall at all times be considered the originator of Payer’s payment. Depending on the applicable payment processing channel, payment processing may also be subject to the terms of any other agreement between Bank and Customer and between Customer and the payment transaction processor supported by Bank. Payments may be initiated through the Customer Payment Site, IVR system or Administrative Terminal. Bank will notify Customer of the payments that were initiated either through the Administrative Terminal or by delivering a file in the manner set forth in the Implementation Documents. Customer acknowledges that all payments are subject to adjustment, return, reversal and/or chargeback in accordance with the rules governing the applicable payment processing channel. Customer agrees to be liable to Bank for any such adjustment, return, reversal or chargeback. 7. Recurring Payments. The E-Payment Service provides Customer with the ability to offer Payers the option of making fixed or variable recurring payments. If permitted by applicable regulations, Payers have the ability to initiate a payment that recurs semi-weekly, weekly, semi-monthly, monthly or quarterly. Payers must be pre-registered in order to initiate variable recurring payments. 8. Fees. In addition to Bank’s standard fees, Customer agrees to pay additional fees and expenses for implementation of the E-Payment Service or other additional Services, if any, as may from time to time be disclosed to Customer by Bank. Customer also agrees to pay the applicable fees and expenses charged by the payment transaction processor supported by Bank, as set forth in Customer’s agreement with such processor. 9. Convenience Fee. a. If permitted by applicable regulations, the E-Payment Service offers a flexible convenience fee option that allows Customer or Bank to define and collect a convenience fee to be charged to Payers in connection with the payment transaction. Payers are provided with the opportunity to stop the payment process if they do not wish to pay the convenience fee. b. If Customer desires to collect the convenience fee, Customer shall be responsible for ensuring that convenience fee assessments comply with the relevant laws, rules and regulations. c. If agreed to by Bank and Customer, Bank may collect and retain the convenience fee. Customer agrees that Bank may, in its sole discretion, set, adjust, manage and collect the convenience fee as a means to wholly or partially offset Bank fees that may otherwise have been incurred by Customer. Bank’s willingness to collect the convenience fee shall be based on Customer’s projected payment volume, average ticket, type of transactions, or other considerations such as changes to Page 8 (Effective 06/30/2016) interchange fees and assessments. Bank may, in its sole discretion, establish or modify payment caps for sums paid by Payers. If the actual payment volume, average ticket or other considerations fail to meet Customer’s stated projections or do not completely offset Bank fees, Customer agrees that Bank may, in its sole discretion, require Customer to wholly or partially reimburse Bank for any resulting shortfall in Bank fees. 10. Transaction Controls. Customer agrees to notify Bank of any material change or anticipated material change in daily dollar activity or type of transaction processing, and obtain Bank’s consent to such change. Bank may, in its sole discretion, immediately upon written notice to Customer, place a maximum dollar limit on the E-Payment transactions or require Customer to provide reasonable security for Bank’s continued handling of such transactions. 11. Bill Payment Kiosk. If selected by Customer and agreed to by Bank, Customers may deploy bill payment kiosks at their public locations to accept cash and card payments from Payers. Customer’s kiosk payment data will be consolidated with their payment data from other E-Payment channels. While using the bill payment kiosk: a. Customer is responsible for safeguarding the kiosk and agrees to hold harmless and indemnify Bank and its officers, agents and employees from and against any and all claims, losses, damages, liability, causes of action and costs (including but not limited to court costs and attorney’s fees and disbursements), in any way relating to or arising out of the kiosk, including but not limited to bodily injury, property damage, damage to the kiosk, economic damages, fines and/or penalties. Customer agrees to protect the kiosk and its contents from damage, loss, or theft. Customer waives any rights of recovery against Bank arising from such loss, theft, damage, or destruction. Customer is solely responsible for providing security against theft at any kiosk location and Bank will have no liability to Customer in the event of theft or damage. Customer shall be responsible to physically inspect the kiosk at least weekly to insure that no tampering/skimming devices have been installed on the kiosk. Customer is responsible for any and all losses stemming from such occurrence. b. Customer is solely responsible for ensuring that: (i) the location for the kiosk has adequate and uninterrupted power and broadband internet connectivity via ethernet or digital subscriber line; (ii) each network port for a kiosk has a public IP address; (iii) the location for the kiosk is secure and protected from weather and high or low temperatures beyond the design tolerances of the machine; and (iv) kiosk sites are free of old equipment, obstructions, and other material that may hinder proper placement of kiosk or end-user access to the kiosk. c. Customer shall also be solely responsible for any site modifications and construction and for the removal of packaging and waste materials. 12. Walk-In Cash Payment Channel. If selected by Customer and agreed to by Bank, Customer may establish a walk-in cash payment channel wherein Payers may remit cash payments at any retail merchant location offering PayXchange services (the “PayXchange Merchant”), such cash payments to be credited to Customer’s account at Bank. While using the Walk-In Cash Payment Channel: a. Customer will receive an electronic message from Bank upon confirmation of a cash payment received by a PayXchange Merchant. b. All cash payments received by the PayXchange Merchant will be sent via ACH to Customer’s designated account at Bank. c. Payers will be assessed a service fee by the PayXchange Merchant. d. Customer acknowledges and agrees that Bank shall not be liable for any actions or inactions taken by any PayXchange Merchant and releases Bank for any and all claims related to any and all actions or inactions of any PayXchange Merchant. 13. Bill Presentment Services. If selected by Customer and agreed to by Bank, Customer may distribute electronic invoices, bills or statements to Payers who can pay such invoices, bills or statements via multiple payment channels accessible through the E-Payment Service. Customer represents and warrants that it will not include use or include any reference to untruncated credit card numbers, banking account numbers, social security numbers or Personal Health Information (as defined in the Health Insurance Portability and Accountability Act of 1996) in any electronic invoice, bill or statement distributed via Bank’s Bill Presentment Service. Customer shall indemnify and hold Bank harmless from and against any and all claims, demands, damages, losses, liabilities, penalties and expenses (including, without limitation, reasonable attorney fees and court costs at trial or on appeal) arising directly or indirectly from Customer’s breach of the representation or warranty contained in this paragraph. In addition, Bank makes no representation or warranty regarding, and assumes no responsibility with respect to, any services performed or promised by any third party (including, without limitation, any other bank or financial institution) in connection with Customer’s use of the Bill Presentment Services. Page 9 (Effective 06/30/2016) B. INFORMATION REPORTING AND TRANSACTION SERVICES Information reporting and transaction Services may be provided by Bank to Customer through SinglePoint®, Global Trade or other applications or systems as may be introduced by Bank ("System(s)"). The System may also be used by Customer to automate many of the Services offered by Bank and also may provide access to other Bank systems that initiate transactions. Customer agrees that such use of the System shall be governed by this Section and all other relevant sections of this Agreement. 1. Introduction. If requested by Customer and agreed to by Bank, Bank will grant access to Bank’s System(s) in the manner agreed to by Bank. Customer agrees to be bound by any terms of use and license agreements associated with these Systems. 2. Information Reporting. Bank is authorized to store, process, transmit and make available through Bank’s agencies and Systems and through third party data processing providers (“Providers”) information regarding accounts designated by Customer. Bank or Providers will transmit to Customer information regarding its account(s) and/or other financial data through the System on a periodic basis. Customer may elect to receive data through one or more delivery mechanisms, including, without limitation, the Internet, facsimile, CD-Rom or secure e-mail or other data transmission options supported by Bank. Section II.12. shall apply in the event Customer elects to receive facsimile reports via an Electronic Transmission. Balance and related information for Customer’s account(s) held at other financial institutions may be made available by these financial institutions or Providers that input information into Bank's System. Bank will use reasonable care in submitting data into the System, but assumes no responsibility for the accuracy or timeliness of the account information and other financial data supplied by other financial institutions or Providers. Bank will make every reasonable effort to deliver information by the mutually agreed upon time, but does not guarantee a specific delivery time. Accordingly, Bank’s responsibility to Customer with respect to the delivery of information shall be to deliver such work as close to the agreed time as may be reasonably practicable. 3. Transaction Services. Customer may use SinglePoint®, Global Trade, or other similar System to access treasury management or trade finance transaction Services offered by Bank for which Customer has enrolled. Depending on the type of Service or System feature offered by Bank and selected by Customer, access to the transaction Services may include, but are not limited to, ACH, cash vault, check payables, wire transfer payments, book transfers, positive pay services, investments, loan services, trust services, letter of credit services, adjustments, returns, and exceptions management, receivables management, transaction research and annotation, and system administration. Customer agrees that use of the System for transaction Services shall be governed by this Section B and all other sections of this Agreement that are applicable to the product or Service being accessed. 4. Security Procedures/System Administrator. Customer agrees to operate the System in accordance with Sections III. 3 and 4 of this Agreement. 5. Manuals. Bank will provide Customer with a manual in electronic format that will set forth the applicable System's policies and procedures with which Customer agrees to comply. Bank may, without prior notification, make amendments to any manual. Bank owns or has obtained all proprietary rights to the manuals and Customer agrees not to duplicate, distribute or otherwise copy Bank’s manuals without Bank’s prior written consent. Any manual will at all times remain the property of Bank and Bank reserves the right to request Customer to return all printed copies of such manual within thirty (30) days of termination of this Service. 6. Customer Responsibilities. Customer will purchase (from Bank, in some cases) and provide all equipment and software necessary to use the applicable System in accordance with this Agreement. Bank shall have no responsibility and makes no warranties for such equipment or software. Customer agrees to use the System solely to conduct its business with Bank and agrees to limit access to those Agents who require access to the System. Customer agrees that in addition to other limitations to Bank’s liability elsewhere in this Agreement, Bank shall not be liable for any loss or damage arising directly or indirectly from the following: a. any inaccuracy or incompleteness in the input of an order or instruction from the Customer; b. any failure by Customer to obtain a confirmation of an order or instruction; or c. any cancellation or attempted cancellation by Customer of an order or instruction. 7. International Information Reporting. If requested by Customer and agreed to by Bank, Bank may provide incoming international information reporting through Providers or via SWIFT, which shall be governed by the terms of this Section B, other applicable sections of this Agreement, and other applicable agreements or law. Bank shall receive the international information reporting data through Providers or via SWIFT from Customer’s account-servicing Bank (“Servicing Bank”) and shall display such data to Customer using SinglePoint® or other similar System. If Customer makes a request to Bank for an off-schedule international information report from the Servicing Bank, Customer agrees that Bank shall have no liability if the Servicing Bank does not support the off -schedule request or does not respond to the request in a timely manner. Page 10 (Effective 06/30/2016) C. ELECTRONIC DEPOSIT SERVICES Electronic Deposit Services provide Customer with the option of making electronic deposits using one or more products offered by Bank. Customer agrees that the Electronic Deposit Services shall be governed by this Section and other relevant sections of this Agreement. 1. Processing Options. Customer shall at all times maintain an account with Bank. Customer captures checks or check information received from its Payor Customers into Check Images, and transmits the same to Bank for processing and collection. Bank will seek to collect such Check Images through the check collection system by presenting or exchanging Check Images, or using Check Images to create a Substitute Check, or a Photo-In-Lieu (“PIL”) for collection. If ACH processing is selected by Customer, checks that are eligible to be used as source documents to originate ARC entries, POP entries, or BOC entries are converted to ACH Entries and processed through the ACH system. Checks ineligible for ACH conversion are sent through the check collection in the manner previously described. 2. Definitions. a. “ACH Entry” means an ARC, POP or BOC debit entry originated to debit funds from a Payor Customer’s account at a financial institution in accordance with the NACHA Rules. b. “Check Image” means an electronic image of the front and back of an original paper check (including a paper Demand Draft), or an electronic image of a Substitute Check that is created by Customer, Bank or another bank or depository institution in the check collection system. c. “Check Image Metadata” means information about the Check Image, as well as pointers to the actual image data (also known as image tags). d. “Customer System” means the computer hardware and/or software and/or Web-based applications located at Customer’s site that is used by Customer to prepare Electronic Deposits and to access the Electronic Deposit Services. e. “Demand Draft” or “Remotely Created Check” means a paper item, other than a Substitute Check or PIL, which (i) is drawn on a Payor Customer account, (ii) does not bear the signature of the Payor Customer, and (iii) is authorized by the Payor Customer to be issued in the amount for which the item is drawn. f. “Electronic Deposit” means electronic information (including Check Images, Check Image Metadata, MICR Data, dollar amount or ACH Entry information), obtained from capturing information from an original paper check and remittance documentation that is transmitted to Bank for deposit, processing and collection. g. "Electronic Deposit Services" means an array of products and services that allow organizations that receive check payments and/or remittance payments to deposit all payments electronically at Bank, as further described in the applicable User Manual. h. "Electronic Deposit System" means Bank or its vendors’ computer systems or databases that Customer may access in order to obtain Electronic Deposit Services. i. "MICR Data" means information from the Magnetic Ink Character Recognition stylized printing on the bottom of checks comprising of routing, transit, account and check serial numbers. j. “Payor Customers” means clients and/or customers of Customer that submit original paper checks or check information to Customer for payment obligations owed to Customer. k. “Photo-In-Lieu” or “PIL” means a photocopy of the front of an original paper check created from a Check Image. l. “Substitute Check” means a paper check document that meets the definition of a “substitute check” in the Check Collection for the 21st Century Act as implemented by Regulation CC of the Federal Reserve Board. 3. Customer Authorizations and Notifications. Customer shall adhere to any and all applicable laws, regulations and clearinghouse rules, including but not limited to, obtaining all necessary consents and authorizations from, and/or providing all necessary disclosures to its Payor Customers concerning the creation of Demand Drafts or the conversion of Payor Customers’ checks to ACH Entries. Customer is solely responsible for ascertaining the content, method, and frequency of any required authorizations and notifications. 4. Determination of Items Eligible for Electronic Deposit. a. Only original paper checks that qualify as a source document may be converted to an ACH Entry under NACHA Rules. Bank will apply certain automated internal edits and screens to the Electronic Deposit submitted by Customer to determine whether the original paper check is a source document that qualifies for conversion to an ACH Entry. Customer acknowledges and agrees that Customer is the Originator of such ACH Entries under NACHA Rules regardless of whether Customer or Bank initiates the ACH Entry into the payment system. b. Only a paper item, payable on demand, and drawn on or payable through or at an office of a bank, is eligible for deposit as a Check Image. Unless permitted by applicable law, Customer represents and warrants to Bank that Customer shall not use the Electronic Deposit Services to transmit electronically created payment orders (which are electronic images that are not captured from original paper checks). Without limiting the generality of the preceding sentence, the following items are not eligible for deposit as Check Images or an Electronic Deposit under the Electronic Deposit Services, and Customer must deposit these original paper items with Bank: (i) checks, including travelers checks, that are drawn on banks located outside of the United States; (ii) checks payable in a medium other than U.S. dollars; (iii) non-cash items (as defined under Section 229.2(u) of Federal Reserve’s Regulation CC); (iv) promissory notes and similar obligations, such as savings bonds (unless explicitly permitted as an Electronic Deposit in the applicable User Manual); (v) checks issued by and drawn on Customer or an affiliate of Customer; and (vi) any other class of checks or drafts as identified by Bank to Customer from time to time in the User Manual. 5. Capture of Checks and Check Information. a. For certain Electronic Deposit Services, Customer shall use scanning hardware and/or software that meets Bank's specifications. Depending on the type of Electronic Deposit Service or processing option(s) selected by Customer, in the event the condition of a paper check precludes a complete automated read, Customer shall be responsible for visually inspecting the Check Image. Customer shall be responsible for the repair of any MICR Data (if applicable) and for ensuring that any and all information on the front and back of a paper check is accurately captured and legible in the resulting Check Image and otherwise complies with any Check Image or MICR Data quality standards and guidelines that may be established by the American National Standards Institute (ANSI), ECCHO Rules, the Federal Reserve, other applicable regulatory agency or clearinghouse, or which Bank may provide to Customer from time to time. Customer acknowledges that current image technology may not capture all security features (e.g. watermarks) contained in the original paper checks, and agrees to assume any and all losses resulting from claims based on security features that do not survive the image process. b. Customer further acknowledges that Bank does not verify the accuracy, legibility or quality of the Check Image prior to processing an Electronic Deposit. Bank may, in its sole discretion, reject, repair, alter, amend, re-format or convert the Check Image Metadata or MICR Data submitted in an Electronic Deposit in accordance with general check collection practices and industry presentment standards, but Bank shall have no obligation to reject, repair, alter, amend, re-format or convert the Check Image Metadata or MICR Data. If Bank requires that Customer comply with certain formatting standards or other guidelines outlined in the applicable User Manual when submitting Electronic Deposits (for example, requiring use of the external processing code for identifying Remotely Created Checks) and Customer declines to implement, or comply with, such standards or guidelines, Customer acknowledges that Bank shall not be liable for any error or loss that results from Bank processing such Electronic Deposit or from Bank’s re-formatting or conversion of the Electronic Deposit prior to processing. c. Bank shall not be liable to Customer for failure to process an Electronic Deposit, or any error that results in processing or collecting an Electronic Deposit: (i) for which Customer has not provided Bank an accurate, complete and legible image of, or information from, the original Page 11 (Effective 06/30/2016) paper check; (ii) for which Customer has failed to comply with formatting standards or other guidelines required by Bank; or (iii) which would violate this Agreement, the User Manual or any other agreement between Customer and Bank. d. If Customer desires to make an Electronic Deposit outside of the contiguous United States, Customer shall seek Bank’s prior approval. Bank may reject a deposit transaction or terminate the Electronic Deposit Services immediately if Customer fails to obtain Bank’s prior approval. If Customer chooses to access Electronic Deposit Services from locations outside the contiguous United States, Customer is responsible for compliance with local laws. Customer agrees not to use Electronic Deposit Services in any country that is subject to geographically-based restrictions imposed by OFAC. 6. Upload of Electronic Deposit to Bank. a. Customer shall upload the Electronic Deposit transmission (containing one or more Electronic Deposits) to Bank prior to the daily cut-off time established by Bank from time to time for the receipt of Electronic Deposits. Any Electronic Deposit transmission received by Bank after its daily cut-off time shall be deemed to have been received by Bank at the opening of its next Business Day. Performance of the Electronic Deposit Services may be affected by external factors such as communication networks latency. Customer is responsible for the transmission of the Electronic Deposit until the Electronic Deposit System reports a successful acknowledgement of receipt of the transmission. b. An Electronic Deposit is received when the entire Electronic Deposit transmission in which that Electronic Deposit is contained is received by Bank in accordance with section 6.a. above. If only a portion of that Electronic Deposit transmission is received by Bank for any reason, including without limitation a failure during the transmission to Bank, the Electronic Deposit transmission is deemed to have been not received by Bank with respect to any Electronic Deposit contained in that Electronic Deposit transmission (including any Check Image contained in the portion of that Electronic Deposit transmission that was received). c. Bank will process Electronic Deposit transmission received from Customer either via ACH Processing, Check Image or Substitute Check collection in accordance with the processing options selected by Customer. For each Check Image sent to Bank in an Electronic Deposit transmission, Customer agrees not to deposit the original paper check nor re-deposit the Check Image at Bank or any other financial institution. d. A per item limit, dollar limit, or deposit limit may be established by Bank in its sole discretion and communicated to Customer. If any such limit is established, Bank shall have no obligation to process items or files in excess of the limit. 7. Funds Availability. Customer agrees that the transmission of Check Images using Electronic Deposit Services is not subject to the funds availability requirements of Regulation CC. Bank may, at any time, and in its sole discretion, provide a one-time notification to Customer if Bank intends to delay funds availability beyond ordinary Regulation CC funds availability time frames for items submitted by Customer using Electronic Deposit Services. In such instance, funds deposited will be available for withdrawal 3 business days after electronic transmission to Bank. Bank may, but is not required to, make such funds available sooner. 8. Collection of Check Images. Notwithstanding anything to the contrary in this Agreement, Bank may in its sole discretion determine the manner in which Bank will seek to collect a Check Image deposited by Customer for check collection. Without limiting the generality of the preceding sentence, Bank may, at its option: (i) present or transfer the Check Image to the paying bank, a Federal Reserve Bank, check clearinghouse, image share/exchange network, or other bank; (ii) create a Substitute Check or a PIL from the Check Image and collect such item, or (iii) request that Customer provide to Bank the original paper check from which the Check Image was created and then collect the original paper check. Depending on the collection method, the Check Image or physical item is subject to the rules of that clearinghouse, Federal Reserve Bank, or image share/exchange network or financial institution agreement. 9. Representment of Returns. If Customer identifies to Bank a returned ACH Entry as being returned because the original paper check was ineligible as a source document for the ACH Entry, Bank shall use reasonable efforts to collect the check related to the ACH Entry by creating, in Bank’s sole discretion, a Substitute Check, or a PIL from the image of the original paper check. 10. Storage of Check Images. Bank shall store Check Images and other check information on the Electronic Deposit System in accordance with Bank's record retention schedule, and shall make such information available to Customer according to the applicable User Manuals and fee schedule. If the Electronic Deposit Services are terminated, Customer may obtain Check Images or check information at the price outlined in the fee schedule. 11. Franking, Retention and Destruction of Original Paper Checks. Depending on the requirements outlined in the applicable User Manual, Bank may require, or strongly recommend, that Customer frank or mark the face of each original check after successfully capturing each Check Image to help ensure that an item is not deposited more than once either as a Check Image or physical check. Customer shall destroy the original paper check based on guidelines identified in the applicable User Manual and shall employ commercially reasonable methods to securely store the original paper check until destruction. At Bank’s request, Customer shall provide the original paper check to Bank if the original paper check has not been destroyed by Customer and Bank needs the original paper check to process a payment or resolve a dispute arising from an Electronic Deposit. 12. Representations and Warranties. With respect to each Check Image or Electronic Deposit that Customer transmits to Bank, Customer is deemed to make any representation or warranty that would have applied had Customer deposited the original paper check. In addition Customer is deemed to make to Bank any representation or warranty that Bank makes, under applicable law, clearinghouse rule, Federal Reserve Operating Circular, bi-lateral agreement or otherwise, to any person (including without limitation a collecting bank, a Federal Reserve Bank, a Receiving Depository Financial Institution, a paying bank, a returning bank, the drawee, the drawer, any endorser, or any other transferee) when Bank transfers, presents or originates a Check Image, Substitute Check, PIL, or ACH Entry created from the Electronic Deposit. 13. Customer Responsibility. With respect to each Check Image or Electronic Deposit that Customer transmits to Bank, Customer shall indemnify and hold Bank harmless from and against any and all claims, demands, damages, losses, liabilities, penalties and expenses (including, without limitation, reasonable attorney fees and court costs at trial or on appeal) arising directly or indirectly: (a) from Customer’s breach of a representation or warranty as set forth in section 12 above; (b) as a result of any act or omission of Customer in the capturing, creation or transmission of the Check Image or Electronic Deposit, including without limitation the encoding of the MICR Data from the original paper check; (c) from any duplicate, fraudulent or unauthorized check, Check Image, Substitute Check, PIL or ACH Entry; or (d) for any loss caused by Bank’s acceptance of a Check Image, or creation of a Substitute Check PIL or ACH Entry instead of presentment of the original paper check; or (e) from any other act or omission arising out of Bank’s action or inaction taken pursuant to any request by Customer or pursuant to this Agreement. This section 12 shall survive termination of the Agreement. 14. User Manual. Bank will provide Customer with one or more user guides (“User Manual”) in paper or electronic format that will set forth the policies and procedures for the relevant Electronic Deposit Services product with which Customer agrees to comply. Bank may, without prior notification, make amendments to any User Manual. Bank may require that certain employees of Customer attend periodic training as a condition to using the Electronic Deposit Services. 15. Security Procedures and Right to Audit. Customer shall comply with all security procedures for the Electronic Deposit Services that are established by Bank or set forth in the applicable User Manual. Customer is solely responsible for (i) maintaining its own internal security procedures; (ii) safeguarding the security and confidentiality of any information that is obtained from Payor Customers’ checks, Check Images and other information that is either printed from, stored on, or downloaded to, the Customer System, Electronic Deposit System, or Customer’s other computer/data systems or portable media; and (iii) preventing errors or unauthorized access to the Customer System or the Electronic Deposit System. Bank reserves the right to periodically audit Page 12 (Effective 06/30/2016) Customer's security procedures and information technology processes, and to mandate controls. 16. Mobile Remote Deposit Services (“Mobile Services”). Depending on the type of Electronic Deposit Service selected by Customer, Mobile Services is an optional add-on service that will allow Customer to make remote check deposits and obtain check deposit history made through the Mobile Services using a supported mobile device. If Customer selects Mobile Services, Customer will need to download and install a Mobile Service application on compatible and supported mobile phones, tablets or other devices (collectively, “Devices"). a. Description of Mobile Services. Mobile Services allow Customer to use a Device to take photographs of the front and back of the check and to transmit the Check Image to Bank in a secure data encrypted format using Customer’s mobile service provider’s cellular network or the Internet (collectively, “Network”). Certain Mobile Services may allow Customer to use a Device to enter remittance data and to take photographs of the front and back of remittance and general documents associated with the Check Image for reporting and research purposes. b. Use of Mobile Services. Customer agrees to use Mobile Services in accordance with this Agreement, other user requirements provided in the User Manual, and the downloaded mobile application. Bank reserves the right to modify the scope of Mobile Services at any time, or change or upgrade Mobile Services from time to time, including the right to cease offering the Service on a previously supported Device. Bank also reserves the right to refuse any Electronic Deposit requested through the Service because a Check Image fails image quality standards, is detected as a duplicate item, or for any other reason in Bank’s sole discretion. Customer understands and agrees that Mobile Services may not be accessible at all times due to Network connectivity or may have limited utility over some Networks, such as while roaming. Customer acknowledges and agrees that Bank may use geolocation technology to track that Mobile Services activity occurs within the contiguous United States. c. Software. Customer agrees not to use Mobile Services or the content or information delivered through Mobile Services in any way that would infringe upon any third-party copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy, including any rights in the Mobile Services software. In the event Mobile Services is terminated or Customer’s software license is revoked for any reason, Customer agrees to promptly delete the Mobile Services application from its Devices. d. Service Limitations. i. Neither Bank nor Customer’s mobile service providers can always foresee or anticipate technical or other difficulties related to Mobile Services, which may result in loss of data, personalization settings or other interruptions. Bank assumes no responsibility for the timeliness of any Mobile Services transmissions or communications, or the loss or failure to store any user data, communications or personalization settings in connection with a Device and Customer’s use of Mobile Services. ii. Bank shall not be responsible for the operation, security, functionality, or availability of any Device or Network that Customer utilizes to access Mobile Services. Transmission of a Check Image shall not be deemed received unless the Device reports a successful acknowledgement of receipt of the transmission. Customer agrees to exercise caution when utilizing Mobile Services on Devices and to train its authorized users to exercise good judgment and discretion when accessing or transmitting information. iii. Information about activity is synchronized between the Mobile Services software and Bank’s Electronic Deposit System, however, deposit information available via the Mobile Services application may differ from the information that is available directly through the Electronic Deposit System. Information and features available directly through the Electronic Deposit System may not be available via the Mobile Services application, and may be described using different terminology. The method of entering information via the Mobile Services application may also differ from the method of entering instructions through the Electronic Deposit System. Customer agrees that Bank shall not be liable for any errors or delays in the content as a result of Customer’s use of the Mobile Services software. iv. Customer acknowledges that its mobile service carrier or provider may provide for fees, limitations and restrictions such as data usage charges or data throttling which may have an impact Customer’s use of or interaction with Mobile Services. Customer agrees to be solely responsible for all such fees, limitations and restrictions. e. Security. i. If Customer permits its employees or agents to use their own personal mobile devices to access Mobile Services, Customer assumes any and all risks associated with the use of personal mobile devices, including but not limited to, any risk that compromises the integrity of Customer’s corporate network or sensitive business data. Customer is solely responsible for implementing policies that will help mitigate the risk of allowing employees to use personally-owned mobile devices, which may include but are not limited to, requiring that Devices are configured and managed with information assurance controls commensurate with the sensitivity of the underlying data and employing Mobile Device Management (MDM) software or other software that secures, monitors, manages and supports mobile devices deployed across operators, service providers and enterprises. ii. Customer shall ensure that its employees or agents exercise appropriate precautions surrounding the use and safeguarding of the Devices at all times. Customer agrees not to leave Devices unattended when logged into Mobile Services and to log off immediately at the completion of each access. Customer agrees that a username and password are the agreed upon security procedures and that such security procedures are commercially reasonable. If these security procedures are used to access Mobile Services, Customer agrees that any transactions using Mobile Services are hereby authorized. If Customer permits other persons to use a Device, login information, or any other means to access Mobile Services, Customer will be responsible for the resulting transactions, and Bank shall have no liability for any damages Customer may incur. iii. Devices with internet capabilities are susceptible to viruses. Customer is responsible for ensuring that each Device is protected from and free form viruses, malicious software (“malware”), and other harmful components which could result in damage to programs, files, or the Device, or could result in information being intercepted by a third party. Bank shall have no liability for any damages which may result from such viruses, malware, or other harmful components. Page 13 (Effective 06/30/2016) D. ACH SERVICES 1. Introduction. If requested by Customer and agreed to by Bank, Customer or its Agent may initiate credit or debit Automated Clearing House (“ACH”) transactions (“Entries”) for payments ("Credit Entries") and/or collections ("Debit Entries") on Business Days to its accounts or the accounts of others (“Receivers”) in accordance with Bank’s security procedures and this Agreement. Bank will act as an Originating Depository Financial Institution (“ODFI”) with respect to such Entries. Bank may process Entries directly, through one or more clearinghouses, or through the mechanism selected by Bank. Customer’s rights and obligations with respect to such Entries are governed by applicable law and the NACHA Rules, as amended from time to time. Customer acknowledges that it shall be bound by NACHA Rules and agrees not to initiate any Entry in violation of the NACHA Rules or applicable federal, state or international law, regulation or clearinghouse rules, including, without limitation, Regulation E of the Board of Governors of the Federal Reserve System, regulations promulgated by the Office of Foreign Assets Control, FinCEN, rules governing the Canadian, Mexican and European payments systems, and Operating Circular 4 of the Federal Reserve Bank (collectively referred to herein as the "Rules"). Customer acknowledges and agrees that Bank shall have the right to examine Customer’s books, records and systems to ensure Customer’s compliance with the Rules and this Section IV, D and that Bank shall further have the right to suspend Services if Bank determines, in its sole and absolute discretion, that Customer is not complying with the Rules and/or this Section IV, D. Customer acknowledges that a copy of the NACHA Rules is available through NACHA at current NACHA prices. Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in the NACHA Rules. 2. Entry Origination/Processing Dates/Deadlines. Customer may initiate Entries in the manner and format agreed to by Bank. ACH files transmitted to Bank shall be in an unbalanced file format. Bank has the right to restrict the standard entry class (“SEC”) codes utilized by Customer. If notified by Bank of such restriction, Customer must cease use of the SEC code and the underlying transaction type. Customer agrees that all Entries (regardless of SEC Code) that involve the exchange or transmission of banking information via unsecured electronic networks shall be encrypted or transmitted via a secure session, using a commercially reasonable security technology that, at a minimum, is equivalent to 128-bit RC4 encryption technology. Bank will establish a deadline for the receipt of Entries from Customer (“Deadline”). Bank may establish different Deadlines for Entries depending on the method of delivery employed by Customer and all such Deadlines are subject to change. Bank must receive Customer’s Entries at or prior to the Deadline for the Entries to be processed on the Business Day of receipt. Entries received after the Deadline, Entries that contain an Effective Entry Date that is invalid or stale, or Entries that are ineligible for Same Day ACH, will be processed on the next Deadline, which may be the next Business Day. Entries with settlement dates of more than thirty (30) calendar days from receipt will not be processed unless prior arrangements have been made. If Customer has opted-in for Same Day ACH, Customer acknowledges that any Entry using the current day’s date as the Effective Entry Date that is submitted to the ACH Operator prior to the Deadline shall carry the Same Day ACH fee. If Customer has not opted-in for Same Day ACH and submits an Entry prior to the Deadline using the current day’s date as the Effective Entry Date, Customer acknowledges that such Entry shall be processed on the next Business Day. 3. Content and Secondary Authorization. In submitting any Entry, Customer shall be responsible for providing all information required by Bank. Customer bears sole and exclusive responsibility to verify that the information set forth in Entries submitted to Bank is authentic, accurate and conforms to the Rules. The Services hereunder are only designed to respond to information provided by Customer. Accordingly, any inaccuracy in any information provided by Customer may result in unintended processing by Bank. Bank bears no responsibility for detecting or reporting any error in data supplied by Customer and shall not be liable to Customer for any information provided by Customer with respect to an Entry which is inaccurate, incomplete or otherwise incorrect. Bank strongly recommends that Customer utilize a second individual to review and approve ACH files prior to submission to Bank. Customer acknowledges and agrees that such a security procedure is commercially reasonable and that Customer’s failure to use this procedure substantially increases Customer’s risk of an unauthorized ACH file. 4. Entry Limits and Payment. Customer agrees to comply with any applicable per transaction or aggregate Entry limits established by the Rules. Customer shall at all times maintain a settlement account with Bank for the purpose of funding Customer’s Entries (“Account”). The total dollar amount of Entries initiated by Customer through Bank under all ACH Services and pending on a given day shall not exceed the lesser of collected or available balances in the Account or an exposure limit should one be established by Bank (“Exposure Limit”). Establishment of an Exposure Limit should not be interpreted or construed by Customer as a commitment or agreement to provide any credit or loans to a Customer and is subject to modification or termination at any time by Bank. Customer shall pay Bank for all Entries and authorizes Bank to charge its Account or any other account with Bank in the amount of such Entries. Bank shall have the right in its sole discretion to reject any or all Entries initiated by Customer without notice if Bank has reason to believe that there will be insufficient available funds on the relevant settlement date, even if Bank may have previously accepted Entries for processing with insufficient available funds in the Account. Customer will receive funds for any Debit Entry on the ACH settlement date. Bank shall credit the Account in any amount payable to the Customer, subject to Bank’s right to make adjustments in accordance with this Agreement. Bank may establish, monitor and periodically review Customer's Exposure Limit and Customer's compliance thereof, and may, in Bank's sole discretion, cease processing Entries based on such review. 5. Prenotification. To the extent permitted by the Rules, Customer may elect to send a prenotification that it intends to initiate an Entry to a particular account in accordance with the procedures set forth in the Rules or by Bank. The prenotification can be returned or result in a Notification of Change ("NOC"). If the prenotification is returned, Customer shall research the problem and make any necessary corrections before transmitting another Entry. If the prenotification results in a NOC, Customer shall make the required change prior to initiating another Entry, or issue a Refused NOC. Bank offers an optional Service that allows Bank to track Customer's NOC on Customer's behalf. If Customer selects this option, Bank shall only manage the changes to the routing, transit and account numbers. 6. Notification of Change (“NOC”). A NOC is created by the Receiving Depository Financial Institution (“RDFI”) to notify Customer (via Bank) that previously valid information contained in a posted Entry is outdated, or information contained in a prenotification or live transaction is erroneous or improperly formatted and should be corrected. Bank offers NOC Manager, which is a Service that allows Bank to track Customer’s NOC on Customer’s behalf. NOC Manager only manages the changes to routing numbers, account numbers and transaction codes. Bank, in its sole discretion, may require that Customer enroll in NOC Manager as part of ACH Services provided to Customer. 7. Data Breach Notification. Customer may have gathered personal or financial information of its customers for the purpose of initiating ACH transactions. Such information may include, without limitation, the customer’s bank account number together with the bank routing number, or the customer’s name together with the customer’s social security number or tax identification number. Customer agrees to immediately report to Bank any loss, theft or unauthorized access of such information (“data breach”) by or from Customer, its Agent, or third party service provider, if circumstances indicate that the misuse of such information has occurred or is reasonably possible. Customer acknowledges that Bank may have an obligation to report any data breaches to NACHA and other affected parties, and agrees to establish appropriate procedures to prevent, detect, investigate and report data breaches. 8. ACH Secured Funds Entries. Bank may, at any time, and in its sole discretion, require Customer to prefund some or all Credit Entries that Customer desires to initiate. Customer acknowledges and agrees that such funds are held solely for the benefit of Bank and that Customer will not be entitled to earn any interest thereon. Upon initiation of such Credit Entries, Bank is authorized to immediately charge the Account (in the total amount of such Entries). If ACH Secured Funds is used to initiate Debit Entries, funds will be credited to the Account on the settlement date of the transaction. However, such funds shall not be Page 14 (Effective 06/30/2016) available for withdrawal from the Account for two Business Days after the settlement date. 9. File Confirmation System. Customer shall at all times comply with applicable file confirmation procedures and any security procedures established by Bank. Such procedures are solely for the purpose of verifying the origination of Entries by Customer or Bank's receipt of the ACH file and/or batch (but not for errors in transmission or content). a. Control Totals. If Customer elects to provide Bank with the total dollar value of Entries and any other necessary information ("Control Totals"), Customer must telephone Bank’s Interactive Voice Response system or input Control Totals through SinglePoint each time it originates Entries. After Bank receives Customer's ACH file, Bank will compare the information in the ACH file to the Control Totals. If the information matches the Control Totals, Bank will process the ACH file. Bank will notify Customer if the Control Totals do not match the information in the ACH file, or if Bank receives an ACH file without receiving Control Totals or vice versa. Bank will not process an ACH file unless it receives conforming Control Totals before established Deadlines. b. Confirmation of Receipt. If Customer elects not to provide Bank with Control Totals but elects to receive a confirmation report or file, Bank shall provide Customer with a confirmation that Bank received Customer's ACH file and/or batch. After Customer receives the confirmation report or file, Customer will compare the confirmation information to Customer's ACH transmission information. If the information does not match, Customer shall notify Bank before Bank’s established deadline, failing which, Bank shall process Customer’s ACH file and/or batch. Customer acknowledges that the confirmation report or file is for the sole purpose of verifying Bank's receipt of the file and does not signify any validation of data. Customer bears sole responsibility for any inaccurate or incomplete information provided to Bank if Customer fails to notify Bank prior to Bank's processing of Customer's file. 10. Rejected and Returned Entries, Unauthorized Entries. Bank may reject any Entry that is not initiated in accordance with this Agreement. In the event that an Entry is rejected, or returned by an ACH processor, for any reason whatsoever, it shall be Customer’s responsibility to reinitiate the Entry. Bank will give Customer or its designated Agent notice of any rejected or returned Entry in the manner agreed to by the parties. Bank is authorized to debit/credit the Account for Entries that are returned to Bank. Unless the return is caused by Bank’s failure to properly execute an Entry, Bank has no obligation to pay Customer interest on the amount of any returned Entry debited from the Account. A Receiver may, in some cases, have the right to have an unauthorized or erroneous Debit Entry credited to its account. Customer agrees that Bank may deduct the amount owing to the Receiver from Customer’s Account upon Bank’s receipt of proper notice from the Receiver’s bank. Bank may charge back against Customer any Debit Entry that is returned or reversed by the RDFI. 11. ACH Redeposit Service. If requested by Customer and agreed to by Bank, Bank will reinitiate (maximum of two times) each Debit Entry returned for insufficient or uncollected funds. 12. Amendment of Entries. Customer does not have the right to delete, reverse or amend any Entry (each, an “Adjustment Request”) after it has been received by Bank. If Customer sends Bank an Adjustment Request via internet, secure email, or fax in accordance with the terms of this Agreement, Bank will make reasonable efforts to act on the Adjustment Request. All Adjustment Requests must be received by Bank prior to the established deadlines, and even if the Adjustment Request is made in a timely manner, Customer acknowledges that an Adjustment Request may prove unsuccessful (for example, if it is returned by the RDFI for non-sufficient funds). Customer agrees to indemnify Bank in connection with any Adjustment Request in accordance with applicable law. a. Internet Option. If Customer has selected the Internet Option, Customer may use SinglePoint® to transmit information to Bank for the purpose of amending ACH files. Customer agrees to comply with any applicable software agreement, user guide and any established security procedures. b. Secure Email Option. If Customer has selected the Secure Email Option, Customer may send an Adjustment Request to a designated shared mailbox at Bank. c. Fax Option. If Customer has selected the Fax Option, Customer may transmit an Adjustment Request to Bank via facsimile to a designated facsimile number. Customer acknowledges that the Internet and Secure Email Options are substantially more secure than the Fax Option. Customer agrees to be bound by any instructions submitted via the Fax Option, whether or not authorized, issued in its name and accepted by Bank in accordance with the agreed procedures. 13. Customer Representations/Indemnity. Customer represents and warrants to Bank that each Entry: (i) complies with the terms of this Agreement and the Rules; (ii) does not breach any warranty of Customer or Bank contained in this Agreement and the Rules; (iii) complies with applicable state, federal and international laws and rules, including, without limitation, the Electronic Funds Transfer Act, Regulation E and regulations overseen by the Office of Foreign Assets Control; (iv) is accurate, timely, and authorized; and (v) that any Debit Entry is for a sum that on its settlement date is due and owing from the Receiver to Customer or is a correction of a previously transmitted erroneous Credit Entry. With respect to each ACH Entry (regardless of SEC Code), Customer is deemed to make to Bank any representation or warranty that Bank makes, under applicable law and the Rules to any person, RDFI, or any other transferee. Receiver authorizations shall expressly authorize Bank to transmit corrective entries to Receiver’s accounts to correct a prior Entry and shall authorize Customer to release to Bank all information concerning its Receivers that is required by Bank to recover such Entries. Customer shall immediately cease initiating Entries upon receiving actual or constructive notice of the termination or revocation of the Receiver's authorization. Customer will retain each authorization received by Customer for such period of time as may be required by the Rules or applicable law and shall provide Bank with copies of such authorizations upon request. Customer will indemnify, defend and hold Bank harmless from and against any and all claims, demands, expenses, losses, liabilities, and damages, including without limitation, NACHA fines, reasonable attorney fees and court costs at trial or on appeal that arise directly or indirectly out of any Entry initiated by Customer in violation of this Agreement and the Rules. 14. Re-presented Check Entries. NACHA Rules allow Customer to initiate an Entry to collect certain checks that have been returned unpaid for insufficient or uncollected funds ("RCK Entry"). In the event that Customer initiates an RCK Entry to Bank for check collection purposes, Customer agrees that such RCK Entry will comply with all provisions of this Agreement and applicable Rules and makes the following additional representations and warranties regardless of which entity initiates the RCK Entry on its behalf: a. Each check is eligible under NACHA Rules to be collected via an RCK Entry. b. Customer has no knowledge of any insolvency and it has good legal title to the returned item. c. All signatures on the returned item are authentic and authorized, and the returned item is without alteration, not subject to claims or defenses, and will not be presented to the paying bank. d. The RCK Entry accurately reflects the item and any information encoded after issue in magnetic ink is correct. (RCK Entries cannot be used for collection fees.) e. Any restrictive endorsement placed on the item is void or ineffective. f. Customer has provided clear and conspicuous notice of its electronic check representment policy in advance of receiving the item to which the RCK Entry relates. g. The Customer will provide to Bank immediately upon request a copy of the front and back of the returned item, provided that the request is made within seven (7) years of the settlement date of the RCK Entry. 15. Internet-Initiated Entries. NACHA Rules allow Customer to initiate a Debit Entry to a consumer Receiver's account pursuant to an authorization obtained from the Receiver via the Internet ("WEB Entry"). In the event that Customer initiates a WEB Entry to Bank, Customer Page 15 (Effective 06/30/2016) agrees that such WEB Entry will comply with all provisions of this Agreement and applicable Rules and makes the following additional representations and warranties regardless of which entity initiates the WEB Entry on its behalf: a. Customer has employed a commercially reasonable fraudulent transaction detection system to screen each WEB Entry. b. Customer has employed commercially reasonable methods of authentication to verify the identity of the Receiver. c. Customer has taken commercially reasonable steps to verify that routing numbers are valid. d. Customer has established a secure Internet session prior to the key entry by the Receiver of any banking information and through the transmission of the data to Customer. Currently, 128-bit RC4encryption technology is the standard for financial transactions and is considered commercially reasonable. If technological advancements drive the commercially reasonable standard to change, Customer agrees to comply with the new standard. e. Customer has and will conduct an annual audit to ensure that the financial information that Customer obtains from Receivers is protected by security practices that include adequate levels of: (1) physical security to protect against theft, tampering, or damage, (2) personnel and access controls to protect against unauthorized access and use, and (3) network security to ensure secure capture, storage and distribution of financial information. Customer will provide proof of Customer's security audits to Bank upon request. Any such information provided to Bank shall be kept confidential. Bank may cease processing Entries for Customer if Bank in its sole discretion determines that Customer's security procedures are inadequate. 16. Telephone-Initiated Entries. NACHA Rules allow Customer to initiate a Debit Entry to a consumer Receiver's account pursuant to the Receiver's oral authorization and banking information obtained via the telephone ("TEL Entry"). In the event that Customer initiates a TEL Entry to Bank, Customer agrees that such TEL Entry will comply with all provisions of this Agreement and applicable Rules, and makes the following additional representations and warranties regardless of which entity initiates the TEL Entry on its behalf: a. Receiver Authorization. Customer shall obtain the Receiver's explicit authorization prior to initiating a Debit Entry to the Receiver's account. In the event that Customer obtains the Receiver's authorization verbally, Customer will either tape record the Receiver's oral authorization or provide, in advance of the settlement date of the Entry, written notice to the Receiver that confirms the oral authorization. Customer agrees that, at a minimum, the following specific information is disclosed to, and acknowledged by, the Receiver during the telephone call: (i) the date on or after which the Receiver's account will be debited; (ii) the amount of the Debit Entry to the Receiver's account; (iii) the Receiver's name; (iv) a telephone number that is available to the Receiver and answered during normal business hours for customer inquiries; (v) the date of the Receiver's oral authorization; and (vi) a statement that the authorization obtained from the Receiver will be used to originate an ACH debit to the Receiver's account. Customer shall retain either the original or a duplicate tape recording of the Receiver's oral authorization or a copy of the written notice confirming the Receiver's oral authorization for two years from the date of the authorization, and shall immediately provide same to Bank upon request. If Customer chooses to provide the Receiver with written notice confirming the Receiver's oral authorization, Customer will disclose to the Receiver during the telephone call the method by which such notice will be provided. b. Security Procedures. In addition to all other representations and warranties contained herein, Customer also represents and warrants the following each time it delivers a TEL Entry to the Bank that it has (a) utilized a commercially reasonable security procedure to verify the identity of the Receiver, including name, address and telephone number; and (b) further that Customer has established commercially reasonable procedures to verify the accuracy of the RDFI’s ABA routing and transit number. 17. Accounts Receivable and Back Office Conversion Entries. NACHA Rules allow Customer to utilize ACH to collect consumer check payments received via U.S. mail or at a dropbox location ("ARC Entry"). NACHA Rules also enable Customer to convert during back office processing checks presented either at the point of purchase or a manned bill payment location ("BOC Entry"). In the event that Customer initiates an ARC or BOC Entry to Bank, Customer agrees that such ARC or BOC Entry will comply with all provisions of this Agreement and applicable Rules and makes the following additional representations and warranties regardless of which entity initiates the ARC or BOC Entry on its behalf: a. Prior to the receipt of each check, Customer has provided clear and conspicuous notice to the Receiver: (i) that receipt of the check is authorization for a payment as a check transaction or for a one-time ACH debit to the Receiver's account; and (ii) of Customer's phone number for inquiries regarding BOC Entries. b. Customer shall provide a copy of the notice to the Receiver at the time of the transaction if Receiver presents the check in-person. c. Each check is eligible as a source document under NACHA Rules to be collected via an ARC or BOC Entry. d. The amount of the entry, the routing number, the account number, and the check serial number are in accordance with the source document. e. The source document to which the ARC or BOC Entry relates will not be presented for payment. f. Customer has established policies and procedures to destroy the source document as soon as is reasonable and shall use commercially reasonable methods to securely store the source document until such destruction. g. Customer shall use commercially reasonable methods to securely store the banking information relating to the ARC or BOC Entry. h. Customer shall retain a reproducible and legible image, microfilm or copy of the front of the Receiver's source document for two years from the settlement date of each ARC or BOC Entry, and shall immediately provide same to Bank upon request. i. For BOC Entries, Customer has employed commercially reasonable procedures to verify the identity of each Receiver of BOC Entries. j. For BOC Entries, Customer maintains a working telephone number that is answered during Customer’s normal business hours for Receiver inquiries regarding BOC transactions. 18. Point of Purchase (POP) Entries. NACHA Rules allow Customer to initiate a Debit Entry to a Receiver’s account for in-person purchases made by check at the point-of-purchase (“POP Entry”). In the event that Customer initiates a POP Entry to Bank, Customer agrees that such POP Entry will comply with all provisions of this Agreement and applicable Rules and makes the following additional representations and warranties regardless of which entity initiates the POP Entry on its behalf: a. Customer has posted a notice in a prominent and conspicuous location at the point-of-purchase and provided Receiver with a written notice of same: (i) that when a check is provided as payment, it is authorization for payment as a check transaction or for a one-time ACH debit to the Receiver's account; and (ii) that funds may be withdrawn from the Receiver’s account the same day payment is made. b. Each check is eligible under NACHA Rules to be collected via a POP Entry and the Receiver has not opted out of check conversion. c. Customer has returned the voided source document to the Receiver after capturing the necessary check information and the source document was not previously negotiated, voided, or provided by the Receiver for use in any prior POP Entry. Page 16 (Effective 06/30/2016) d. Customer has obtained the Receiver’s authorization and provided a copy of same to Receiver, which: (i) is in writing and signed or similarly authenticated by the Receiver; (ii) is readily identifiable as an ACH debit authorization; (iii) clearly and conspicuously states its terms; and (iv) states that the check will not be processed. 19. International ACH Transactions (IAT) Entries. NACHA Rules allow Customer to initiate or receive international payment transactions transmitted via the ACH network. a. In the event any part of an Entry originates from, or is transmitted to, a financial agency office located outside the territorial jurisdiction of the United States that handles the payment transaction ("IAT Entry"), Customer agrees that such IAT Entry will comply with all provisions of this Agreement and applicable Rules. Customer also makes the following additional representations and warranties regardless of which entity initiates the IAT Entry on its behalf: (i) Customer is in compliance with U.S. law, including, but not limited to, Customer’s obligations under programs administered by OFAC and FinCEN. (ii) The origination of an outbound IAT Entry is in compliance with the laws and payment system rules of the receiving country. (iii) In the case of an IAT Entry to a non-consumer account, Customer has an agreement with the Receiver whereby the Receiver has agreed to be bound by the Rules. IAT Entries may be processed by Bank through a correspondent bank. Bank assumes no liability for delays, non-delivery, late returns or other events resulting from processing delays by the correspondent bank or for other causes beyond Bank’s control. Cancellation or amendment of an IAT Entry involving non-US dollar currency is subject to any rate exchange loss as determined by Bank. Customer agrees to sell any canceled or amended Entry to Bank at the then current applicable foreign currency buy rate. b. Remittance Transfer Provider. If Customer is at any time classified as a Remittance Transfer Provider under Regulation E, Customer represents, warrants and agrees that: (i) Customer shall be responsible for performing and complying with the requirements of 12 CFR Part 1005, including, but not limited to, providing disclosures to the consumer (sender), the error resolution procedures, the provision of any remedies to the consumer, and the cancellation and refund of remittance transfers; (ii) Bank is acting as an agent and not as a Remittance Transfer Provider when performing activities on behalf of Customer; and (iii) Even if Bank is deemed a Remittance Transfer Provider under applicable law, Customer shall take all actions necessary to comply with the obligations of a Remittance Transfer Provider. Customer agrees to indemnify and hold Bank harmless from and against any and all loss, liability, damage, costs and expenses (including attorneys’ fees) that Bank may sustain in reliance on Customer’s representations and warranties set forth herein. 20. Third Party Vendors. If Customer initiates Entries through a third party vendor or processor (“Vendor”), Vendor is the agent of Customer and not of Bank. If Customer uses a Vendor, Customer shall be deemed to have authorized Bank to follow the instructions of such Vendor to the same extent and under the same conditions as would apply if the instructions came direct from Customer and Customer shall be responsible for insuring that such Vendor fully complies with the Rules and this Agreement. Bank is not responsible for the acts or omissions of Vendor and Customer agrees to be liable for and hold Bank harmless from, any losses caused by the acts or omissions of Customer’s Vendor. 21. Third Party Sender. If Customer is transmitting Entries as a third party vendor or processor on behalf of originators (“Third Party Sender”), Customer agrees to be bound by the applicable terms provided in this Section IV, D and NACHA Rules. Customer warrants to Bank that the originator has agreed to assume the responsibilities of an Originator under NACHA Rules and that ACH Entries shall not be initiated in violation of laws of the United States. Customer represents that it has executed an ACH agreement with each Originator and that the agreement binds the Originator to the NACHA Rules. Customer shall provide Bank with the list of Originators, copies of the agreements, and other information deemed reasonably necessary to identify the Originators within two (2) Business Days of Bank’s request. Bank reserves the right to review the list of Originators for which Customer is transmitting the Entries and to reject any in Bank’s sole discretion. As Third Party Sender, Customer agrees to indemnify, defend and hold Bank harmless from and against any and all claims, demands, expenses, losses, liabilities, and damages, including reasonable attorney fees and court costs at trial or on appeal that arise directly or indirectly from the failure of the Originator to perform its obligations as an Originator under NACHA Rules. Customer further agrees to assume all applicable responsibilities, warranties and liabilities of the ODFI, as specified in the NACHA Rules. Customer shall cooperate fully and respond within five (5) Business Days to any inquiry from Bank relating to potential NACHA Rule inquiries or violations. 22. Cash Concentration/Deposit Reporting Services. Customer may request Bank to provide deposit reporting Services based on information provided by the Customer or its designated Agent. Information will be delivered to Bank at the time and location established by Bank. Bank has no responsibility for the accuracy of any information provided by Customer. Customer may authorize Bank to initiate Credit or Debit Entries to accounts designated by Customer at other financial institutions. Bank will initiate such Entries in accordance with agreed procedures. Customer agrees to authorize RDFIs to honor such transactions. 23. ACH Positive Pay Service. ACH Positive Pay Service assists Customer in detecting fraud by electronically matching incoming ACH transactions to authorizations that Customer can create and manage online. If ACH Positive Pay Service is selected by Customer, Customer shall designate the account(s) maintained at Bank that are to be used with the ACH Positive Pay Service (“Account”). Customer shall create authorizations for incoming ACH Credit and/or Debit Entries that it desires to post to the Account. Customer shall be responsible for the accuracy and completeness of all information provided to Bank. Bank will allow incoming Entries that match Customer’s authorizations to post to Customer’s Account. Incoming ACH transactions that do not match Customer’s authorizations will be treated as exception items, and Customer agrees to monitor, review and make payment decisions on the exception items prior to Bank’s established deadline. Bank is authorized to return all exception items unless Customer instructs bank to pay one or more exception items prior to the established deadline. Bank shall have no responsibility for any liability, loss or damage resulting from the return of any exception item to the Originator in accordance with this section or Customer’s failure to meet Bank’s established deadlines. Bank’s failure to report a discrepancy will not discharge Customer’s obligation with regard to any item, and shall not obligate Bank to return any item if it is otherwise authorized. Page 17 (Effective 06/30/2016) E. WIRE TRANSFER SERVICES 1. Introduction. a. Governing Law. Bank sends outgoing and receives incoming wire transfers through Fedwire (the funds transfer system owned and operated by the Federal Reserve Banks or other provider in accordance with section II.23.A.). All funds transfers are governed by this Agreement, Subpart B of Regulation J of the Federal Reserve Board, OFAC regulations, and all other applicable international, federal, state and local laws and regulations. Customer agrees not to initiate or receive a wire transfer payment order in violation of applicable federal, state or local law. b. Authorized Users. Customer will designate to Bank in the form required by Bank those individuals authorized to instruct Bank regarding wire transfer Services including without limitation, individuals authorized to initiate payment orders and select advice methods, confirmation methods, and any or all authorizations and instructions that may be requested by Bank. Bank may rely on any such authorization until it has been revoked in writing by Customer. Bank shall have a reasonable time to process any revocation received pursuant to this section. 2. Routing/Time Deadlines. Bank may use any means of transmission, funds transfer system, intermediary bank, clearinghouse or route that Bank reasonably believes is suitable for each outgoing wire transfer. Bank will establish from time to time one or more deadlines after which Bank will not accept an incoming payment order to be processed on the day of receipt. Payment orders received after Bank’s established deadline or on any non-Business Day, including any Saturday, Sunday, holiday or any day that Bank’s wire department is not open will be considered received on the next Business Day. 3. Payment Orders. a. Communication. Customer may communicate a payment order to Bank by the means and manner agreed to between the parties. b. Content of Payment Orders. Customer will supply to Bank any information Bank may reasonably request regarding any payment order initiated by Customer, including, without limitation, money amounts, affected accounts, dates of transfer, the beneficiary’s name and account number, the name and routing number or bank identifier code of the beneficiary’s financial institution, such additional information as Bank may reasonably request and, if necessary, further evidence of any Agent’s authority to transfer funds or to do any other act contemplated by this Service. c. Execution of Payment Orders. Customer authorizes Bank to execute and charge Customer’s account(s) with Bank for payment orders delivered to Bank in accordance with this Agreement. Bank has no obligation to execute a payment order if Customer’s account to be charged has insufficient collected and available funds to cover the order. d. Processing Payment Orders. The order in which Bank processes wire transfer payment orders is determined solely by Bank. Customer does not have the right to reverse, adjust or revoke any payment order after it has been received by Bank, provided, however, that Bank will make a reasonable effort to act on such a request by Customer. With respect to a payment order already transmitted to the beneficiary’s financial institution, Bank shall, at Customer’s request, request the financial institution to return funds previously transferred. Customer understands that the receiving institution is under no legal obligation to comply with this request. e. Rejection of Payment Orders. Bank may reject a payment order from Customer if such payment order is not initiated in accordance with the applicable security procedure, if there is any inconsistency between a payment order and information previously supplied to Bank, if Bank is unable to obtain confirmation of such payment order satisfactory to Bank, if there are insufficient collected funds in Customer’s specified account to fund the payment order, or if Bank has other reasonable grounds not to honor the payment order. Bank will notify Customer by telephone that it has rejected a payment order. Bank may also reject an incoming payment order if it has reasonable grounds to do so. f. Standing Payment Orders. If requested by Customer and agreed to by Bank, Customer may initiate a standing payment order, which is one where the Customer pre-programs the beneficiary, the beneficiary’s financial institution, and the accounts to be debited and credited and such information remains constant for subsequent payment orders. Customer shall provide Bank with the necessary information to execute the standing payment order, including, without limitation, the dollar amount to be transferred or the desired peg balance, the frequency of the order and the day of week or month when the payment order is to be executed. Customer may terminate a standing payment order at any time upon receipt by Bank of a written notice. Bank shall have a reasonable time to act on such notice. g. Batch Wire; Real-Time Wire Interface. (i) Service Specifications. If requested by Customer and agreed to by Bank, the Batch Wire service and Real-Time Wire Interface service allows Customer to initiate payment orders from its computer to Bank's computer, subject to the provisions of this Agreement. In addition, the Real-Time Wire Interface service allows Customer to receive reports of incoming wire activity. Customer will comply with the relevant interface specifications established by Bank for these services, including, without limitation, file formats, means of data transmission, or establishing a secure connection (the “Specifications”). Bank may furnish Customer with modifications to the Specifications and Customer shall implement such modifications as soon as reasonably practicable. (ii) Wire Transfer Software, Confidentiality. Customer or its Agent shall be solely responsible for creating the computer programs to implement the Specifications (“Wire Transfer Software”). Customer shall maintain the confidentiality of the Specifications and the Wire Transfer Software and permit access solely to those responsible for supporting the Wire Transfer Software or authorized to initiate payment orders. Customer shall implement passwords and other security devices commensurate with the highest level of security afforded by Customer to other computer programs and confidential information of Customer. 4. Confirmation of Outgoing Wire Transfers. a. Confirmation Method. Customer and Bank shall agree to the method of confirming payment orders received from Customer. Customer shall designate Authorized Users to confirm payment orders. Bank recommends a minimum of three potential Authorized Users to confirm payment orders and that Authorized Users serve as an initiator or a confirmer, but not both. Notwithstanding Bank's recommendation, if Customer permits an Authorized User to act as both initiator and confirmer, Customer hereby authorizes Bank to process a wire initiated and confirmed by such Authorized User. Customer may add, change or delete the Authorized Users in accordance with Section II.9. of this Agreement. In the event the designated Authorized Users with authority to confirm are not available to confirm a payment order, Customer agrees that Bank may, at its discretion, elect to process the payment order initiated by an Authorized User. Customer agrees to be bound by any such payment order processed by Bank. b. Waiver of Confirmation. Bank advises Customer not to waive confirmation. If Customer, however, chooses to waive confirmation, Customer agrees to be liable for all outgoing payment orders, except those payment orders where (1) Customer is able to conclusively prove that the unauthorized transfer could not have been prevented by the use of confirmation procedures; (2) Bank is unable to produce any evidence that the unauthorized transfer could have been prevented by the use of confirmation procedures; and (3) Customer is not otherwise liable for the transfer under this Agreement or applicable law. Customer acknowledges that not using confirmation procedures substantially increases Customer’s risk of liability for an unauthorized wire transfer. c. Confirmation of Wire Transfers Initiated through SinglePoint®, Batch Wire, or Real-Time Wire Interface (collectively, the “Customer Initiation Methods”). Customer represents and warrants that the confirmation of payment orders initiated through any of the Customer Initiation Methods shall be verified, initiated and confirmed by Customer prior to receipt by Bank. All payment orders shall be initiated and confirmed in accordance with the security procedures established for the relevant Customer Initiation Method. Page 18 (Effective 06/30/2016) 5. Advices. a. Advice Method. Customer will select the type of advice it wishes to receive after Bank receives an incoming wire transfer. If Customer selects telephonic advices, Customer may designate person(s) to be contacted and telephone numbers to be used for advice purposes. Bank shall not be required to make more than one attempt to reach Customer’s designated location by telephone. If Bank is able to reach the Customer’s designated location, but not Customer’s designated Agent, Bank may leave a message containing the information to be conveyed. b. Advices by Facsimile. If Customer selects advices by facsimile (“fax”), Customer shall exercise extreme care in maintaining its own security in the receipt of fax advices. Customer acknowledges that the information to be received by fax may include confidential information, including, without limitation, names, amounts, phone numbers, originating account information, and the text of incoming wires. Customer further acknowledges that it alone assumes full responsibility for maintenance of its internal security procedures to keep such information confidential. Customer agrees to indemnify, defend and hold Bank harmless against any and all claims, demands, expenses, liabilities and damages, including attorney fees at trial and on any appeal or petition for review, incurred by Bank arising directly or indirectly from the transmission by fax of an incoming wire transfer advice. c. Waiver of Advice. Customer may waive its right under the Uniform Commercial Code to receive advices by so indicating on the applicable Implementation Documents. 6. International Wire Transfers. a. General. Wire Transfers across country borders are customarily done by Bank through a correspondent bank. Outgoing US dollar payment orders to selected countries may be converted by Bank or its correspondent to the local beneficiary’s currency at the applicable rate in effect at any point in the processing chain, unless Customer has instructed Bank not to convert the currency. Any fee, commission or charges assessed by Bank or the correspondent bank may be passed on to the Customer or deducted from the wire transfer amount by Bank or the correspondent bank, or such costs may be shared or split (that is, allocated to Customer and deducted from the wire transfer amount). Payment to a foreign country is subject to the laws of the foreign country involved. Bank assumes no liability for delays, non-delivery or other events resulting from causes beyond Bank’s control. In refunding unexecuted payment orders, Bank shall be liable to Customer only to the extent it receives payment from the correspondent bank processing the transfer. Cancellation of a transfer involving non-US dollar currency is subject to any rate exchange loss as determined by Bank. Customer agrees to sell any canceled payment order to Bank at the then current applicable foreign currency buy rate. b. Remittance Transfer Provider. If Customer is at any time classified as a Remittance Transfer Provider under Regulation E, Customer represents, warrants and agrees that: (i) Customer shall be responsible for performing and complying with the requirements of 12 CFR Part 1005, including, but not limited to, providing disclosures to the consumer (sender), the error resolution procedures, the provision of any remedies to the consumer, and the cancellation and refund of remittance transfers; (ii) Bank is acting as an agent and not as a Remittance Transfer Provider when performing activities on behalf of Customer; and (iii) Even if Bank is deemed a Remittance Transfer Provider under applicable law, Customer shall take all actions necessary to comply with the obligations of a Remittance Transfer Provider. Customer agrees to indemnify and hold Bank harmless from and against any and all loss, liability, damage, costs and expenses (including attorneys’ fees) that Bank may sustain in reliance on Customer’s representations and warranties set forth herein. 7. Reverse Wire Transfers. a. Authorized Debits. If requested by Customer and agreed to by Bank, Customer authorizes Bank to debit Customer’s account(s) with Bank upon receipt of a Fedwire drawdown request, and to send funds to the Requesting Bank. Each transfer will be done on the Business Day Bank receives the incoming request from the Requesting Bank if the request is received within a reasonable time to determine whether Customer’s Account has sufficient available funds and to obtain access to the Federal Reserve network prior to the close of business. b. Reverse Wire Funding. Customer acknowledges and agrees that Bank may reject any reverse wire request in excess of the collected and available balance. Requesting Bank will be notified if the request is rejected by Bank. c. Wire Transfer Numbers. Customer’s obligation to pay Bank the amount of the funds transfer in the event that the Fedwire message does not identify the same account or financial institution is not excused in such circumstances. When names and numbers are inconsistent, the numbers shall control. With respect to incoming wire transfers that do not indicate an account number recognizable to Bank, Bank may return the wire transfer to the sending financial institution without incurring any liability. Customer does not have the right to reverse, adjust, or revoke any Fedwire message after it is received by Bank; however, Bank will use reasonable efforts to act on such a request by Customer to reverse, adjust or revoke such message before Bank has sent the outgoing wire transfer. With respect to an outgoing wire transfer already transmitted by Bank, Bank shall, at Customer’s request, request the receiving financial institution to return funds previously transferred. Customer understands and agrees that the receiving financial institution may or may not comply with any such request. d. Authorizations. Customer’s authorization for reverse wire requests shall remain in effect until Customer gives written notice to Bank. Bank will have a reasonable time to act on any written notice received from Customer. e. Limitation on Bank’s Liability. In consideration of Bank’s compliance with this authorization, Customer agrees that Bank’s treatment of any charge, and Bank’s rights with respect to it, shall be the same as if the entry were initiated personally by Customer. Bank shall have no liability if any charge is dishonored. 8. Additional Limits on Bank’s Liability. Bank is responsible only for performing the Services described in this Section. Bank shall not be responsible for the acts or omission of Customer, any Federal Reserve Bank or other financial institution, any transmission or communication, or any other person and no such person shall be deemed to be Bank’s agent under this Agreement. Page 19 (Effective 06/30/2016) F. DATA TRANSLATION SERVICES 1. Introduction. Bank may provide electronic data integration, custom formatting, or data translation ("Data Translation Services") to electronically streamline the exchange of payments, remittance and other information between Customer and Bank and between Customer and its trading partners. If requested by Customer and agreed to by Bank, Bank will provide Data Translation Services in accordance with this Agreement and other procedures provided to the Customer. Customer agrees that Data Translation Services shall be governed by this Section and all other relevant sections of this Agreement. 2. Scope of Services. Data Translation Services may be used by Customer to initiate and receive payments using multiple payment channels or networks such as checks, wire transfers, ACH, credit card and SWIFT, and to provide and receive business communications such as remittance data, payment data, invoices, confirmations, orders, or other information in Customer’s preferred format. In order to obtain Data Translation Services, Customer must maintain an analyzed demand deposit account with Bank. 3. Entry Origination/Processing Dates/Deadlines. Customer may from time to time deliver to Bank requests to format information for payments and/or other data translation via the agreed upon means (collectively, “Data Translation Request(s)”). All Data Translation Requests shall conform to the content, format, deadlines and other specifications that may be established by Bank or a third party software program approved by Bank for use with the Service. Bank may establish different deadlines for Data Translation Requests depending on the method of delivery employed by Customer and all such deadlines are subject to change. Bank must receive Customer’s Data Translation Requests at or prior to the deadline established for processing on the Business Day of receipt. Data Translation Requests received after the deadline will be processed on the next Business Day. Customer will be notified if a Data Translation Request is rejected in accordance with procedures established by Bank. Customer represents and warrants that all information in each Data Translation Request delivered to Bank by Customer shall be accurate, timely, authorized and will otherwise comply with all applicable laws, rules and regulations. 4. Content and Transmission of Information. Data Translation Requests are only designed to respond to information provided by Customer. Accordingly, any inaccuracy in any information provided by Customer may result in unintended processing by Bank. Bank bears no responsibility for detecting or reporting any error in data supplied by Customer and shall not be liable to Customer for any information provided by Customer with respect to a Data Translation Request which is inaccurate, incomplete, duplicative, or otherwise incorrect. Customer shall retain data on file adequate to permit Customer to remake each request for at least ten (10) Business Days following the date a file is sent to Bank, and shall provide such data to Bank on request. Customer acknowledges that Bank has no obligation to maintain back-up copies of requests or other information delivered by Customer to Bank. Customer acknowledges that Data Translation Services may involve the transmission of confidential consumer information that may be subject to privacy laws and regulations, including breach notification regulations. Customer agrees to notify Bank if Customer sends or receives protected health information as part of Data Translation Services. If Customer is the recipient of misdirected information, Customer shall immediately notify Bank and return the information to Bank. Customer agrees not to retain, use, copy, distribute or otherwise disclose the information in any manner. 5. Payment Requests. Customer agrees that its requests to initiate payments utilizing Data Translation Services shall be governed by this Section, the sections of this Agreement governing the applicable payment mechanism, and all other applicable laws, rules and regulations governing the relevant payment mechanism. Customer authorizes Bank to execute all electronic and check payment requests (“Payment Requests”), and settle to the Customer’s account all Payment Requests, delivered to Bank in compliance with the terms of this Agreement, including the security procedures. Customer is solely responsible for initiating the Payment Requests sufficiently in advance to meet Customer’s contractual obligations to its vendors and/or its customers. Bank shall not be responsible for any late payment or finance charges that may result from Customer’s failure to allow sufficient lead-time. a. Electronic Payment Requests. Customer may from time to time request that Bank initiate electronic payments using the ACH network, the credit card network, the SWIFT network, the wire transfer system or other electronic funds transfer system (“Electronic Payment Requests”). Except as may be provided elsewhere, Customer may not amend or revoke Electronic Payment Requests after they have been received by Bank. Customer acknowledges that the rules of NACHA and other electronic funds transfer systems may make any credit provisional until the financial institution crediting the account of the beneficiary specified in an Electronic Payment Request receives final settlement and that if the financial institution does not receive final settlement, it is entitled to a refund and Customer shall be deemed not to have paid the beneficiary. Electronic Payment Requests with settlement dates of more than thirty (30) calendar days from receipt will not be processed unless prior arrangements have been made. Customer authorizes Bank to use whatever means Bank, in good faith, deems reasonable under the circumstances to execute each Electronic Payment Request, including selection of a funds transfer system, routing, and means of transmission. b. Check Payment Requests. Customer may from time to time request that Bank print checks and related remittance information (“Check Payment Request(s)”) and issue and distribute such checks and information. Customer shall designate the account(s) from which Bank is to make payment (“Payment Account”) and shall maintain a sufficient balance in the Payment Account to fund its Check Payment Requests. To mitigate against fraud, Bank may require that Customer utilize Bank's Positive Pay Services in conjunction with the Payment Account. Customer agrees that checks drawn in a manner consistent with a Check Payment Request shall be duly authorized to the same extent as a check drawn and signed by Customer and is properly payable by Bank. Customer authorizes Bank to deduct the Payment Account in the amount of the Check Payment Request. If there are insufficient funds in the Payment Account to make a Check Payment Request, Bank may in its sole discretion either refuse to make the payment, or make the payment and overdraw the Payment Account. In either event, Customer shall incur fees as disclosed by Bank in the account agreement and related fee schedules and other disclosures. Customer has no right to reverse, adjust or revoke any Check Payment Request after it has been received by Bank. Bank will, however, make reasonable efforts to act on such a request by Customer. If Check Payment Requests relate to printing checks drawn on another financial institution’s account (“Off-Us Checks”), Customer acknowledges that Bank shall not be liable for any fraudulent or unauthorized activity that may arise from the use of such Off-Us Checks. If Check Payment Requests relate to printing payroll checks, Customer acknowledges that Bank shall only print payroll checks and shall not be responsible for any other aspect of payroll processing, including, but not limited to, producing IRS Form W-2s, 1099s, or other payroll-related tax documents. In addition, Customer represents and warrants that it shall not include any social security numbers in the Check Payment Requests for payroll checks and agrees to indemnify and hold Bank harmless if the checks or check stubs are printed with social security numbers. 6. Security Procedures. Customer shall comply with all security procedures established by Bank for Data Translation Services. Customer agrees that all Data Translation Requests that involve the exchange or transmission of banking information shall only use secure transmission options supported by Bank. For some Services, such as ACH, Customer and Bank may establish alternative, comparable security procedures for accessing such Services when Data Translation Services are utilized. Customer is solely responsible for maintaining its own internal security procedures to prevent errors or unauthorized access to Customer’s computer systems by unauthorized employees, vendors or customers. Bank has no responsibility for the security procedures employed by Customer’s trading partners. 7. File Confirmation Procedures. Customer shall at all times comply with the applicable file confirmation procedures established by Bank. File confirmation procedures utilizing Data Translation Services are solely for the purpose of verifying Bank's receipt of the Payment Requests but not for identifying errors in transmission or content. a. Control Totals. Customer shall call Bank's Audio Response Unit ("ARU") or send a data file to Bank providing the total items and dollar value of the Payment Requests and any other necessary information (“Control Totals”). After Bank receives Customer’s Payment Requests, Page 20 (Effective 06/30/2016) Bank will compare the Payment Requests to the Control Totals. If the Control Totals match the Payment Requests, Bank will process the Payment Requests. Bank will not process the Payment Requests if Bank does not receive conforming Control Totals on or before the established delivery deadline. Bank will notify Customer if the Control Totals do not match the Payment Requests, or if Bank receives Payment Requests without receiving Control Totals or vice versa. b. Payables File Manager. Payables File Manager is an elective Service that allows Customer to confirm that Bank has received Customer’s files. Using SinglePoint® or other applications or systems as may be introduced by Bank, Customer may view the status of Data Translation files sent by Customer to Bank. If Customer selects this Service, Customer agrees to promptly and regularly review the status of all files displayed in the Payables File Manager and to notify Bank if any files sent by Customer were not received by Bank. Customer bears sole responsibility for any inaccurate or incomplete information sent to Bank if Customer fails to notify Bank prior to Bank's processing of Customer's files. G. COURIER SERVICES 1. Introduction. Courier Services are offered by Bank for Customers who require ground transportation for the pick-up, transportation and delivery of non-cash banking transactions to Bank locations other than a cash vault. Bank has selected a third party courier ("Courier") to provide the transportation Services on Customer's behalf. 2. Deposit Contents. Customer acknowledges that the Courier Services is not an armored delivery service and agrees to tender check-only deposits to the Courier. Customer agrees that it shall not deposit any currency, securities, documents or other items which cannot be reconstructed or duplicated. Any deposits of cash using this Service shall be at Customer’s peril and Customer agrees to assume any and all risk of loss associated with tendering cash deposits. 3. Courier as Agent of Customer. Customer acknowledges and agrees that the Courier is the Agent of Customer and not of Bank. Until Bank actually receives a delivery in accordance with section 7 below, Bank assumes no risk of loss or theft by third parties or employees of the Customer or the Courier. Bank makes no representation or warranty regarding, and assumes no responsibility with respect to, any services performed or promised by the Courier. The Courier maintains ultimate responsibility for scheduling, movement and routing. 4. Packaging. Customer agrees to tender deposits to the Courier using an undamaged and properly fastened bag. Customer shall prepare in duplicate, deposit tickets that list the deposit contents, the total dollar amount of the deposits, and the account or accounts of Customer at Bank to which the checks shall be deposited. Customer agrees to place the original deposit ticket in the bag, and to retain the duplicate ticket. 5. Reconstruction. Customer agrees to maintain a complete and accurate reconstructible deposit listing of each deposit given to the Courier. Customer agrees to reasonably and promptly cooperate with Bank and/or the Courier in the notification, identification and replacement of any damaged, lost or destroyed deposit items. Such cooperation shall include reasonable requests by Customer to the makers of the checks to issue duplicates for the damaged, lost or destroyed items. Customer shall notify Bank of any damaged, lost or destroyed items no later than sixty (60) days following the day the items were delivered to the Courier. Bank shall have no obligation to research any damaged, lost or destroyed items if Customer fails to notify Bank within the prescribed time. 6. Processing. Bank is authorized to open the bag and to process the contents in accordance with Bank’s normal procedures and any applicable availability schedules. All deposits shall be subject to verification and adjustment by Bank. Bank’s verification shall be deemed correct and binding upon Customer absent manifest error. If Bank discovers a discrepancy between the contents of the bag and the deposit ticket, Customer hereby authorizes Bank to process and deposit the contents, and to complete an adjustment ticket, which will be mailed or delivered to Customer. 7. Actual Receipt Required. Bank is not liable for any losses, damage or destruction of items that occur while in the custody of the Courier. Bank shall not be considered as an insurer of any deposits placed with the Courier until such time the deposits are received and acknowledged by Bank. Deposits delivered to the Courier are not considered received by Bank until they are actually delivered to Bank's processing center. 8. Delivery of Deposits. Deposits delivered by the Courier after Bank’s deadline for the receipt of deposits, may, at Bank’s discretion, be held and credited to the Customer’s account the next Business Day. Courier Service deliveries on Saturdays, Sundays and on days recognized as bank holidays (when available), shall be held and credited to the Customer’s account the next Business Day. Page 21 (Effective 06/30/2016) H. CASH VAULT SERVICES 1. Introduction. The Terms “cash”, “coin” and “currency” as used herein shall refer to coin and currency of the United States, and certain foreign currencies accepted by Bank. 2. Foreign currency. Customer shall not deposit any foreign currency unless Customer has obtained Bank’s prior approval. Bank reserves the right, in its sole discretion, to impose restrictions on, or discontinue acceptance of, foreign currency deposits. Sections H.5 and H.8 below do not apply to foreign currency processing. Foreign coin shall not be accepted for deposit by Bank under any circumstances. 3. Account. All deposits of coin, currency, and checks will be credited to, and all withdrawals of coin, currency, and checks will be debited against, Customer’s deposit account at Bank (the “Account”) which Customer has designated as being covered by the Services described herein. Customer agrees that it shall not deposit any items, instructions or objects other than coin, currency, and checks as outlined in this Agreement, and agrees to assume any and all risk of loss associated with tendering items not specified herein. 4. Deposits. a. Customer shall supply and maintain tamper evident disposable plastic bags used for deposits. Plastic bags shall be sealed according to manufacturers’ instructions and addressed to the appropriate secured facility specified by Bank. Customer will prepare deposits as follows: (i) currency will be batched separately from checks with each currency and check batch accompanied by a deposit ticket fully completed by Customer; (ii) currency will be banded with 100 notes of the same denomination whenever possible; (iii) deposits will be delivered by Customer’s certified armored carrier to the secured facility specified by Bank; and (iv) to receive same day credit, deposits must be made prior to the daily deadline established by Bank from time to time, and any deposits received by Bank after its deadline may be considered to have been received on the next Business Day. Foreign currency deposits do not qualify for same day credit and are subject to Bank’s prevailing exchange rates. b. Bank will process Customer’s deposits as follows: (i) deposits will be receipted and conditional (subject to verification) credit assigned based on the amount identified on the deposit ticket; (ii) deposit tickets that are missing, blank or do not contain legible “declared balances are subject to delayed ledger credit of one Business Day; and (iii) coins and currency will be counted and Bank’s count will be the valid and controlling count. c. For U.S. currency, if there is a coin and currency variance of more than USD 10 from the declared balance on Customer's deposit ticket, Bank shall adjust Customer's coin and currency deposits through a separate debit or credit to Customer's account. Any such adjustment shall not be reflected on Customer's deposit ticket. Deposit tickets containing a declared total that includes check deposits, may require a separate and additional adjustment for any variances to Customer's check deposits. If there is a coin and currency variance of USD 10 or less from the declared balance on Customer's deposit ticket, Bank shall not make any adjustment to Customer's currency and coin deposits, and shall credit Customer's account based on Customer's declared balance. Upon request, Bank will provide Customer with any available information that may assist Customer in reconciliation of the difference. d. Deposited items are deemed received on the day of delivery if Bank receives the deposit prior to Bank’s established deadlines. Deposits will be processed in accordance with normal Bank procedure and any applicable availability schedules. All deposits made by Customer shall be subject to verification and adjustment by Bank. Bank’s verification shall be deemed correct and binding upon Customer for all purposes, absent manifest error. e. If Customer chooses to pre-encode its checks or other items for deposit, Customer agrees to comply with the pre-encoded deposit procedures and specifications as may be established and revised by Bank. Customer shall be responsible for any of its encoding errors. Bank may treat certain deposits as unencoded deposits if there is an unacceptable rate of encoding errors. 5. Withdrawals. a. Bank may provide Customer with United States currency and coin in designated denominations from time to time as requested by Customer through the Bank’s automated ordering system (“Cash Orders”). Customer must comply with all of Bank’s policies and procedures regarding the placement and delivery of Cash Orders, including, without limitation, the maintenance of a designated password. Customer shall be responsible for maintaining the confidentiality of Customer’s password and restricting access to the system to authorized Agents. All Cash Orders will be charged to the account designated by Customer and must be picked up by Customer’s Agent or sent by registered mail to a street address. Only armored couriers may pick up Cash Orders directly from a cash vault operated by Bank. Bank may release any Cash Order to any individual that Bank reasonably believes to be Customer’s Agent. Customer shall be responsible for any Cash Order after receipt thereof by the Agent. Bank may specify a daily Cash Order limit and Customer agrees that it will not initiate a Cash Order in excess of the designated limit. In no event shall Customer initiate a Cash Order in excess of the immediately available funds in the designated account. b. Customer may order currency and coin from Bank as follows: (i) The preferred order for currency is in standard full strap (100 banknotes) quantities only. (ii) Coin may be ordered in standard full box units (50 rolls), individual rolls or loose standard bags only. (iii) A charge for the face value of the monies ordered will be made to the Account on the day the order is processed by Bank. (iv) Orders for coin and currency may be placed no later than the deadline established by Bank from time to time for delivery on the next Business Day. Depending on Customer's location, select cash vault sites may require a minimum two-day lead time or more for coin and currency orders. (v) Bank must be notified of any discrepancies pertaining to coin or currency orders within two Business Days of receipt by Customer of such coin or currency. Customer must return documentation to back-up outages such as plastic change order bag, currency strap, coin wrapper and/or box. 6. Processing. Bank will provide processing on all days Monday through Friday, except for holidays on which Bank is closed. Cash Vault Services using third party vendor applications with time stamp data are for informational purposes only and may not reflect actual timing of receipt, posting or verification of Customer's deposits by Bank. Bank shall not be liable for any inaccurate or incomplete information with respect to such time stamp data provided to Customer. 7. Carrier Service. Any carrier service utilized to deliver or secure coin, currency or other property to or from Bank, including, without limitation, the United States Postal Service, will act as the agent of Customer and not of Bank. Customer and carrier shall agree upon the delivery days and times. Customer will bear the entire risk of loss of coins, currency or other property of Customer when in the custody or control of Customer’s carrier service. 8. Remote Cash Deposit. The Remote Cash Deposit Service allows Customer to contract directly with one or more armored carriers to utilize a ‘smart’ safe at one or more Customer locations that will enable Customer to receive Bank-offered provisional credit for the currency residing in each safe. If this Service is selected by Customer and agreed to by Bank, the armored carrier is responsible for providing on-going maintenance for the safe, currency pickups, and delivery of the currency to Bank. Bank shall not be responsible for the safe or any aspect of the Service provided by Customer’s armored carrier. Prior to Bank’s established cut-off time, the armored carrier will provide Bank with an electronic presentment file of the currency amount at each safe location. Bank will post to Customer’s Account the credits, debits or adjustments in the presentment files sent by the armored carrier. Bank shall provide provisional credit only for the declared values in the presentment file that were verified and accepted by the safe’s currency acceptor. All coin, check, mutilated currency, or other similar items shall not be deposited in the safe, shall be handled by Customer as a separate deposit and will not be given provisional credit under the Remote Cash Deposit Service. Page 22 (Effective 06/30/2016) Customer must deliver the physical currency to Bank within applicable timeframes that are dependent on Customer’s pickup frequency, which in no event shall be greater than fifteen calendar days after Customer receives the provisional credit. Any physical currency not received by Bank within the applicable timeframes will be debited from Customer’s Account without further notice. Bank shall charge Customer’s Account for any counterfeit currency deposited in the safe. Customer agrees to indemnify, defend and hold Bank harmless from and against any and all claims, demands, expenses, losses, liabilities and damages of any nature whatsoever, including, without limitation, reasonable attorney fees and court costs at trial or appeal arising directly or indirectly from Customer’s failure to maintain sufficient funds in its Account to cover any obligations incurred hereunder. Customer acknowledges and agrees that all items deposited in the safe, including, but not limited to, all coin, currency, checks, securities, bonds, and other valuables (without limitation, “Safe Contents”) are held in trust solely for the benefit of Bank, Customer has no right, title and interest in the Safe Contents after they are deposited in the safe and that Customer has no present ability and will not have the future ability to remove the Safe Contents from the safe. Customer further acknowledges and agrees that the provisions contained herein are enforceable against it regardless of whether Customer owns or leases the safe located at any Customer location. 9. Representations. Customer represents and warrants to Bank that (a) all funds deposited with Bank will be the proceeds of, and all funds ordered and withdrawn from Bank will be intended for use in, Customer’s lawful activities and (b) all of Customer’s transactions hereunder will be conducted solely on Customer’s behalf and not on behalf of any other person or entity. 10. Regulatory Compliance. Customer shall provide Bank immediately upon request with any information, and otherwise shall cooperate with Bank in every way necessary in order to enable Bank to fulfill its obligations with respect to the reporting of transactions in coin and currency or any other regulatory requirement. 11. Agents. Bank from time to time may use a third party or agent to receive Customer’s deposits, to deliver Customer’s coin and currency orders, or to perform any other Services of Bank hereunder. Bank will provide Customer with all necessary instructions for contact with such third party or agent. Customer agrees to implement and properly use any and all other security procedures prescribed or recommended by any third party or agent providing this Service on Bank’s behalf and agrees to hold Bank harmless from any claims or losses arising from Customer’s failure to implement and properly use any security procedures prescribed or recommended by such third party or agent. If Customer uses its own agent or vendor to provide a specific service for Customer, Customer agrees Bank shall not be liable for the actions of such agent or vendor. 12. Use of and Access to Cash Vault Services. Customer acknowledges and agrees that Cash Vault Services are to be used exclusively for its benefit and, absent prior written approval by Bank, Customer will not permit third parties, including non-Customers or other Agents of Customer (excluding approved armored car carriers or agents making cash deposits into a Customer’s account at Bank and agents ordering cash on behalf of a Customer), from accessing or otherwise using any Cash Vault Services offered by Bank. I. U.S. BANK EASYTAXSM SERVICES 1. Authorization; Enrollment. If the EasyTax Service is requested by Customer and agreed to by Bank, Bank will electronically enroll Customer in the Electronic Federal Tax Payment System (EFTPS) if Customer desires to make federal tax payments via EFTPS. Electronic enrollment will allow Bank to process Customer’s tax payments in compliance with EFTPS through Bank’s tax payment system only. If Customer chooses to pay federal taxes by any other means, payments may not be EFTPS compliant. Customer understands that Bank’s EFTPS enrollment form 8655 does not replace the EFTPS form 9779, which is sent to mandated companies by the Internal Revenue Service. Customer may also make state tax payments using EasyTax. Customer agrees that the EasyTax Service shall be governed by this Section and all other relevant sections of this Agreement. 2. Submission of Information. Customer shall furnish Bank with complete and accurate master file information which shall enable Bank to file tax deposits via ACH with the appropriate tax authorities in a timely manner. The Service provided by Bank hereunder shall be based solely upon the information furnished by Customer to Bank. Accordingly, any inaccuracy in any information provided by Customer may result in unintended processing by Bank. Customer bears sole and exclusive responsibility to verify that the information provided to Bank is complete and accurate. Bank bears no responsibility for detecting or reporting any error in data supplied by Customer and shall not be liable to Customer for any information provided by Customer with respect to information that is inaccurate, incomplete or otherwise incorrect. The Service provided hereunder does not relieve Customer of any duty imposed on Customer by law to maintain records or from verifying and, if necessary, immediately correcting in writing all data received from Bank relating to the Service. Customer agrees to be bound by any instructions, whether or not authorized, issued in its name and accepted by Bank in accordance with the agreed procedures. Customer shall indemnify and hold Bank harmless from and against all liability, loss and damage (including attorneys’ fees and other costs incurred in connection therewith) arising out of the use of information provided by Customer. 3. Requests for Payment. Requests for payment to tax authorities must be made in accordance with instructions which Bank shall provide Customer, which may be amended by Bank from time to time at its discretion, and will be considered complete only if actually received by Bank. All tax deposits must be initiated at least one Business Day in advance of the due date, otherwise deposits may be subject to federal or state penalties. Any request by Customer to make tax deposits hereunder shall be submitted to Bank prior to the daily cut-off time established by Bank from time to time. Any such request received by Bank after its daily cut-off time may be processed on the next Business Day. In the event that an ACH Entry is rejected or returned by an ACH processor for any reason whatsoever, Bank will give Customer notice of any rejected or returned ACH Entry in the usual manner agreed to by the parties. Bank shall have no liability for any delay caused by strikes, telephone failure, equipment or electrical failure, or any other condition beyond the reasonable control of Bank. 4. Receipt of Funds. Funds received by Bank from Customer shall be held as a deposit liability of Bank to Customer until such time as such funds are due and paid to the appropriate tax authorities. Customer is not entitled to interest on such funds and Bank may invest such funds solely for Bank’s benefit. 5. Account. Customer shall maintain with Bank a commercial demand deposit account in which Customer shall maintain immediately available funds in an amount sufficient to cover all tax deposits and fees charged by Bank for the Service hereunder. Failure by Customer to maintain such funds shall relieve Bank from providing such Service, notwithstanding any request by Customer to provide the Service. 6. Liability. Bank shall not be liable for any penalties assessed by reason of failure of Customer to make any tax payments. Interruption of the Service or performance hereunder for any reason shall not relieve Customer of its obligation to make any required tax deposits, and Bank shall not incur any liability to Customer for Customer’s failure to make any such deposit. If Customer elects to make a tax deposit by any means other than through Bank, Bank shall not be liable for any penalties or interest arising from any error in due date or other calculations for deposits made within the period in which such other Page 23 (Effective 06/30/2016) deposit was made. Bank may choose to provide its EasyTax Service through a third-party vendor. Bank and its third party vendor's liability to Customer is limited to correcting any error made by the Bank or third-party vendor. The sole and exclusive remedy, at law or in equity, against Bank or third party vendor is limited to money damages in an amount not to exceed the total amount paid to Bank for EasyTax fees during the twelve (12) months preceding the event giving rise to the liability. Neither Bank nor third party vendor will be liable for special, incidental, or consequential damages. Customer acknowledges that the EasyTax Service would not be available or would be available at substantially increased rates without the liability and remedy limitations set forth in this agreement. 7. Codes. Customer shall keep confidential the Access and PIN codes issued to Customer in connection with the Service, and only Customer shall use such codes. If Customer suspects that any such codes have become known or otherwise accessed by unauthorized persons, Customer shall notify Bank immediately and follow up such notice with written confirmation. The occurrence of unauthorized access will not affect any deposits made in good faith by Bank before Bank has received such notification and had a reasonable time to act to prevent any unauthorized deposits. J. PAPER-BASED DISBURSEMENT SERVICES 1. Controlled Disbursement. a. Disbursement Account. If requested by Customer and agreed to by Bank, Customer will open and maintain a demand deposit account (“Disbursement Account”) and a primary funding account (“Funding Account”) at Bank. The disbursing bank may be a financial institution that is a subsidiary or affiliate of Bank or Bank itself. Bank reserves the right to require Customer to use Bank's Positive Pay Services in conjunction with the use of Disbursement Account(s). Customer hereby authorizes and directs Bank to act on its behalf and as its agent, as Bank in its sole discretion deems necessary or advisable, in performing any of the Controlled Disbursement Services and related Services. b. Funding Procedures. On each Business Day, Bank shall electronically provide Customer with a report of the total aggregate amount of all presented disbursement checks, and ACH transactions posted in the early morning ACH window, net of the prior day adjustment and other charges to the Disbursement Account (the "Total Clearings"). Customer agrees to maintain sufficient collected balances in the Funding Account by the established deadline to fund the Total Clearings. Bank is hereby authorized to debit the Funding Account in an amount equal to the actual or estimated Total Clearings and to transfer funds in said amount for credit to the Disbursement Account. Bank reserves the right to convert the Disbursement Account into a standard prepaid checking account at any time upon notice to Customer. c. Adjustments. Bank will compare the report of electronic presentments to the checks presented against the Disbursement Account. If the total dollar amount of checks electronically reported is less than the total dollar amount of checks presented, Bank will credit the Disbursement Account for the difference. Bank will add this difference to Customer's Total Clearings the next Business Day. d. Daily Dollar Limit. A daily dollar limit (the “Dollar Limit”) may be established from time to time by Bank with respect to the Disbursement Account in Bank's sole discretion. Bank shall have no obligation to pay disbursement checks and ACH transactions (collectively, "Items") in excess of the Dollar Limit. Bank may, at any time, either verbally or in writing (but shall not be deemed obligated to) notify Customer of any change made by Bank in the Dollar Limit. Establishment of the Dollar Limit should not be interpreted or construed by Customer as any commitment or agreement by Bank to provide any credit or loans to Customer, nor as an agreement or commitment to debit the Funding Account when doing so would create a negative balance therein. e. Special Circumstances. Customer acknowledges that Bank, under some circumstances beyond its control, may at times be unable to provide a report of the total amount of its Total Clearings early enough for Customer to make a complete and acceptable funding of the accounts. Customer nevertheless agrees to fund the Funding Account completely by using an estimate of the Total Clearings. f. Action Affecting Accounts. Should Bank receive any process, summons, order, injunction, execution, levy, lien, garnishment, or adverse claim notice (either by a governmental authority or third party) (hereinafter referred to as “Process”), which Bank reasonably believes will adversely affect the Funding Account or the Disbursement Account, Bank may, at its option and without liability, refuse to honor orders to pay or withdraw sums from any Disbursement Account and may either hold the Funding Account balance herein until such Process is disposed of to the satisfaction of Bank or pay the balance over to the source of the Process in accordance with applicable law. g. Return of Items Unpaid. Bank reserves the right, in Bank’s sole discretion, to return unpaid any or all Items presented for payment against the Disbursement Account in the event that: (i) there are insufficient collected and available balances on deposit in the Funding Account by the established deadline to fund the Total Clearings; (ii) debits cannot be posted because the Disbursement Account or Funding Account is frozen, blocked, closed or because of any other condition; or Page 24 (Effective 06/30/2016) (iii) any communications failure or other condition prevents Bank from monitoring Customer’s Dollar Limit and/or the Items presented for payment. h. Stop Payment Orders. Customer may issue stop payment orders on Items drawn on the Disbursement Account in accordance with Bank's procedures. 2. Warrant Services a. Warrant Account. If requested by Customer and agreed to by Bank, Customer shall open and maintain a demand deposit account upon which warrants shall be drawn and will be charged (the “Warrant Account”). Customer shall maintain on deposit sufficient collected and available balances to cover items drawn on the Warrant Account. b. Warrant Format. All warrants shall contain on the face of the item the words “warrant,” and “payable through U.S. Bank.” Customer will also encode all warrants in accordance with Bank specifications. Customer agrees to immediately make any changes to the format of the warrants or encoding when requested to do so by Bank and will be solely responsible for its failure or refusal to comply with Bank's specifications. Any warrant drawn by Customer on the Warrant Account shall be treated by Bank as a warrant regardless of what appears on the face of the warrant and Customer shall hold Bank harmless as a result of so handling any such item. c. Presentment and Return. Bank shall make warrants presented to Bank available to Customer via electronic presentment. Bank shall notify Customer by electronic means of the account number, warrant number and dollar amount of all presented warrants and provide Customer with a front and back image of each warrant received by Bank. Bank's delivery of the images shall constitute an electronic presentment under the Uniform Commercial Code, Federal Regulation CC and other applicable laws. Warrant Services are additionally subject to the Reverse Positive Pay terms contained elsewhere in this Agreement. Customer shall notify Bank of each warrant that should be returned in the form agreed to by Bank and Customer. If Customer does not specifically decline payment of a warrant by the deadline established by Bank, such warrant will be finally paid by Bank. Customer acknowledges that warrants payable through Bank are considered to be drawn on Bank for purposes of the expeditious return and notice-of-nonpayment requirements of subpart C of Regulation CC of the Federal Reserve Board. If Bank agrees to return a warrant following Bank's deadline, Customer agrees to be responsible for Bank's failure to return the warrant in an expeditious manner as prescribed in Regulation CC. Bank shall be deemed to have made timely presentment to Customer with respect to any warrants that Bank receives at a time when it is prevented from making presentment to Customer as a result of any force majeure event illustrated in Section II. 22. d. Examination of Warrants. Bank shall have no responsibility to examine warrants prior to presentment to Customer for its payment decision. Bank will take ordinary care to see that the amount of each warrant as drawn is accurately posted to Customer's account. Bank will not make any attempt to verify signatures, endorsements or restrictive clauses on warrants. Bank will not examine the dates on which warrants have been drawn for undated, stale or post-dated items. Bank shall have no responsibility for any liability, loss or damage resulting from (i) a payment in accordance with this Section of any warrant that is altered or unsigned or that bears the forged or unauthorized signature of Customer or (ii) return of any check to the depository bank in accordance with this Section. e. Encashment of Warrants. Unless otherwise instructed by Customer, Bank is authorized to pay warrants issued by Customer that are presented for encashment by payees. Bank will not be liable for the encashment of any warrant which contains, or is purported to contain, a forged signature of a maker or endorser, or any other unauthorized modification, as long as Bank exercises ordinary care in cashing the warrant. K. POSITIVE PAY SERVICES 1. Introduction. Positive Pay Services are offered by Bank as the most effective way to minimize loss from fraudulent check issuance or payment. If Positive Pay Services are requested by Customer and agreed to by Bank, Customer and Bank agree that in the event of an inconsistency between this Agreement and applicable law, the provisions of this Agreement shall prevail to the extent permitted. Nothing in this Agreement is intended to limit Bank’s right to return an item unpaid if there are insufficient available funds in the designated account. 2. Format Specifications. Customer shall comply at all times with Bank’s format and data transmission standards for the Positive Pay Service. Customer agrees to issue checks, drafts, warrants or other items (collectively, “Items”) in accordance with Bank’s specifications and will change the Item format when requested to do so by Bank. Bank shall not be responsible for correcting or resolving processing problems caused by substandard quality magnetic encoding. 3. Positive Pay. a. Customer Responsibilities. Customer shall designate to Bank all account(s) that are to be used with the Positive Pay Service (“Positive Pay Account(s)”). Customer will provide Bank with a file of all outstanding Items prior to activation of this Service. On each day that an Item is written against the Positive Pay Account, Customer shall supply Bank with all required Item issue information prior to the deadline established by Bank. Such information shall include, without limitation, the account number, the issue date, the Item number and the face amount. Customer shall be responsible for the accuracy and completeness of all information provided to Bank. b. Bank’s Responsibilities. In reliance on the information provided by Customer, Bank shall create a master issue file for each designated Positive Pay Account (“Issue File”). If ARP File Confirmation Service is selected by Customer, Bank shall process the Issue File and provide a confirmation to Customer that the Issue File was received and processed. Excluding valid stop payment orders and issue records voided by Customer request, all Items, including those that have been electronically converted, that match by Item number and dollar amount to Bank’s Issue File will be deemed properly payable and Bank is authorized to pay all such Items. c. Paid No Issues. Each Business Day, Bank shall make reasonable efforts to report to Customer any Item serial numbers that do not match the Issue File (“Paid No Issue”) and, if requested and available, provide the front and back images of those Items for that day’s presentment; provided, however, no images shall be provided in the case of electronically converted Items. Customer agrees to review and make payment decisions on the Paid No Issue Items prior to Bank’s established deadline. If Customer selects the Positive Pay Same Day service for controlled disbursement accounts, Customer shall receive and may make payment decisions on Paid No Issue Items prior to the Items posting to the controlled disbursement accounts, or defer payment decisions until the established deadline on the next Business Day. If Customer’s requested default setup is for Bank to pay all Paid No Issue Items, Bank is authorized to finally pay any Paid No Issue Item unless Customer has instructed Bank to return the Paid No Issue Item prior to the established deadline. If Customer’s requested default setup is for Bank to return all Paid No Issue Items, Bank is authorized to return any Paid No Issue Item unless Customer instructs bank to pay a Paid No Issue Item prior to the established deadline. Bank may rely on any instructions received from Customer that Bank reasonably believes to be genuine. Bank shall have no responsibility for any liability, loss or damage resulting from: (i) payment in accordance with this section of any Paid No Issue Item that is altered or unsigned or which bears the forged or unauthorized signature of Customer; (ii) the return of any Paid No Issue Item to the depository bank in accordance with this section; or (iii) Customer’s failure to meet Bank’s established deadlines. Customer may be required to place a stop payment order on any returned Paid No Issue Item, which shall be subject to Bank’s customary stop payment fee. Bank’s failure to report a discrepancy will not discharge Customer’s obligation with regard Page 25 (Effective 06/30/2016) to any Item, and shall not obligate Bank to return any Item if it is otherwise properly payable. d. Teller Positive Pay. All Positive Pay Accounts will interface with the Bank’s teller system unless otherwise agreed to by Bank. Bank will compare Items presented for cash at a branch of the Bank with Customer’s Issue File. Customer acknowledges that under some circumstances issuance information submitted by Customer may not be reflected in Customer’s Issue File until the opening of the following Business Day. Customer agrees to follow Bank’s established procedures should it need to manually add an Item to the Issue File. Bank will make reasonable efforts to assist Customer, but Customer acknowledges that Bank may be unable to process such requests on a same-day basis. If a special handling process for teller-cashed items is selected by Customer and agreed to by Bank, Bank shall attempt to contact Customer for approval prior to the encashment of any item that does not appear in the Issue File. Customer agrees that Bank, in its sole discretion, may refuse to cash any Paid No Issue Item and such refusal will not be deemed to be a wrongful dishonor. In the event of dishonor, Bank will refer the presenter to Customer. In the event that Customer requests Bank not activate or temporarily deactivate teller positive pay, Customer agrees to assume all risk of loss for any Bank teller-cashed Item that would have been identified as a Paid No Issue Item prior to acceptance. e. Payee Positive Pay. If Customer selects this option which is available only through SinglePoint®, Customer’s Item stock may first be tested to ensure it meets Bank’s payee name readability rate. Customer shall designate to Bank all Positive Pay Accounts that shall use Payee Positive Pay. In addition to the Issue File information provided by Customer for the Positive Pay Service, Customer shall include in the Issue File the payee name(s) for each Item issued by Customer. Customer shall be responsible for the accuracy and completeness of the payee information provided to Bank. In reliance on the payee information provided by Customer, Bank will compare the payee information on the Item with Customer’s Issue File for Items presented or deposited at Bank. Customer acknowledges that Bank will not be able to validate payee information for electronically converted Items presented to Bank for payment. Bank may, in its sole discretion, impose variable parameters for which the payee information will not be reviewed for certain Items processed through the back office. If such parameters are imposed, Bank agrees to assume the risk of loss for an Item that would have been identified as a Paid No Issue solely on the basis of the payee information. f. Teller Payee Positive Pay. All Positive Pay Accounts will interface with the Bank’s teller system unless otherwise agreed to by Bank. In addition to the Issue File information provided by Customer for the Positive Pay Service, Customer shall include in the Issue File the payee name(s) for each Item issued by Customer. Customer shall be responsible for the accuracy and completeness of the payee information provided to Bank. In reliance on the payee information provided by Customer, Bank will compare the payee information on the Item presented for encashment at a Bank teller line with Customer’s Issue File. Customer acknowledges that under some circumstances issuance information submitted by Customer may not be reflected in Customer’s Issue File until the opening of the following Business Day. Customer agrees to follow Bank’s established procedures should it need to manually add an Item to the Issue File. Bank will make reasonable efforts to assist Customer, but Customer acknowledges that Bank may be unable to process such requests on a same-day basis. If a special handling process for teller-cashed items is selected by Customer and agreed to by Bank, Bank shall attempt to contact Customer for approval prior to the encashment of any item that does not appear in the Issue File. Customer agrees that Bank, in its sole discretion, may refuse to cash any Paid No Issue Item, including where the payee name is not an exact match and such refusal will not be deemed to be a wrongful dishonor. In the event of dishonor, Bank will refer the presenter to Customer. 4. Reverse Positive Pay. a. The Paid File. Customer shall identify all accounts subject to Reverse Positive Pay (“Reverse Positive Pay Account”). When an Item is presented for payment against an identified Reverse Positive Pay Account, Bank shall notify Customer prior to the designated time, and in no case later than the Business Day following the day of presentment, of the Reverse Positive Pay Account number, Item number and amount of the presented Item (the “Paid File”) and, if requested and available, shall provide Customer with the front and back images of the Items. By electing Reverse Positive Pay, Customer assumes all fraudulent and other risks associated with teller-cashed Items unless Customer provides standing instructions to Bank to disallow encashment at the teller line. b. Payment Instructions. Customer shall compare the information provided by Bank with Customer’s Item issuance records. Customer shall notify Bank prior to the deadline established by Bank of Customer’s decision on any reported Items that should be dishonored. Bank may rely on any instructions received from Customer that it reasonably believes to be genuine. Bank is authorized to finally pay any Item listed on the Paid File unless the Customer instructs Bank to return the Item prior to the established deadline. Bank shall have no responsibility for any liability, loss or damage resulting from (i) a payment in accordance with this section of any Item that is altered or unsigned or which bears the forged or unauthorized signature of Customer or (ii) return of any Item to the depository bank in accordance with this section. Bank reserves the right to require Customer to place a stop payment order on any Item to be returned. Any such orders will be subject to Bank’s customary stop payment fee. Customer shall notify Bank by the designated deadline if the Paid File has not been received from Bank. Bank will make reasonable efforts to provide the Paid File to Customer and honor Customer’s instructions. Bank’s failure to provide a Paid File will not discharge Customer’s obligation with regard to any Item that was otherwise properly payable at the time of presentment. Page 26 (Effective 06/30/2016) L. LOCKBOX SERVICES 1. Lockbox Service Requirements. Bank provides wholesale, retail and property management Lockbox Services, as well as E-Lockbox Services to assist customers in expediting receipt of their remittances. Customer will have its customers forward their payments to the location designated by Bank (“Lockbox”). Prior to initiation of any Lockbox Service, Customer must maintain a demand deposit account with Bank associated with the Lockbox Service ("Lockbox Account"). 2. Testing; Remittances and Envelopes. Customer shall provide Bank samples of remittances and envelopes for testing and approval prior to using such remittances and envelopes in production. After implementation of Lockbox Services, if there are proposed changes to remittances and envelopes, Customer shall review the proposed changes with Bank and obtain Bank’s approval prior to use. Bank may adjust the price for processing Customer's payments if changes are made to Customer's remittances and/or envelopes (including remittance scan line configuration) without such prior approval. Customer agrees not to provide any form of prepaid business reply mail envelopes for use with the Lockbox Services. 3. Access to Mail. Customer authorizes Bank or its agent to pick up mail at the appropriate postal facility, to have custody of the keys or combinations and unrestricted and exclusive access to such box, and to collect the mail therein to be processed by Bank as agreed by the parties. Bank shall process remittances in accordance with its standard procedures or in accordance with prior instructions received from Customer and agreed to by Bank. Upon termination of Customer’s Lockbox Service, mail received shall be forwarded for sixty (60) days following termination. 4. Proprietary Rights. Bank possesses all proprietary rights to written material, including, without limitation, all computer programs written for Bank’s Lockbox processing system, portable media, listings, and other documentation originated and prepared by Bank. Customer shall not duplicate, sell, or use in any manner such programs or documentation without the prior written consent of Bank. 5. Collections/Availability. Unless otherwise agreed, while Customer receives Lockbox Services, all collected funds held in the Lockbox Account shall be deemed to be Customer’s funds for all purposes, including adjustment, attachment, execution, garnishment and other forms of legal process. The crediting and collection of items will be handled under the same agreement as applied to other commercial deposits and shall be subject to Bank's then current funds availability schedule. 6. Transmission of Information. Bank may transmit to Customer remittance information or other information received at the lockbox (“Lockbox Information”) via secure electronic transmission. Customer further acknowledges that Bank has a duty to protect Lockbox Information and ensure that it is safely delivered to Customer and that Bank has deemed secure electronic transmissions to be the safest mechanism for delivery. If Customer elects to receive the Lockbox Information using other delivery means including paper reports, Internet delivery, CDs, DVDs, or other portable electronic media, Customer acknowledges that such delivery means are inherently more insecure and agrees to assume all risk, and hold Bank harmless from, any obligations, liability or losses that results from the nonreceipt, disclosure, dissemination, alteration or unauthorized access of the Lockbox Information. If Customer is the recipient of misdirected Lockbox Information, Customer shall immediately notify Bank and return the information to Bank. Customer agrees not to retain, use, copy, distribute or otherwise disclose the information in any manner. 7. Image Delivery Services. Bank shall electronically store check images, check information, remittance information or other information received at the Lockbox in accordance with Bank’s record retention schedule. Customer may obtain such images or information via Internet access, CDs, DVDs or file transmission, if available, at the price outlined in the fee schedule. If the images or information are sent via CD or DVD, Customer agrees to verify the contents of the CD or DVD upon receipt and request a replacement, if necessary, within 10 days of receipt. Customer is solely responsible for safeguarding the security and confidentiality of all images and information that is stored on Customer’s computer systems, or printed or downloaded from the Internet, CDs, DVDs, other portable media, or file transmissions. 8. Credit/Debit Card Processing. If Customer desires to provide its customers with the option of making their payments via credit card or non-PIN based debit card, Customer shall first secure approval from a payment transaction processor that Bank is able to support. Credit/debit card processing shall be subject to applicable laws, rules and regulations, and the terms of any other agreement between Customer and the payment transaction processor. Customer acknowledges that Bank is acting on behalf of Customer to merely initiate the authorization of payments at the Lockbox site, and that Bank shall have no responsibility for chargebacks, processing fees, payment disputes or other matters related to the credit/debit card transaction. Bank shall enter the credit/debit card information using its best efforts and if adjustments are subsequently required, Customer shall be responsible for handling all adjustments. 9. Foreign currency-denominated items and items drawn on foreign banks. If Customer desires to have non-US dollar items processed by Bank, or items denominated in US dollars but drawn on a foreign bank, Bank shall handle the items within parameters established by Bank based on amount, the type of currency and other considerations outlined in the Implementation Documents. If the item does not fall within Bank’s parameters for processing, Bank shall return the item unprocessed to Customer or forward the item for handling as a foreign cash letter collection. If Bank provides Customer with credit at the US dollar conversion rate in effect, and if the item is subsequently returned by the drawee Bank, Bank shall charge Customer’s account for the prevailing exchange rate in effect at the time of the chargeback. 10. Compliance with Applicable Law. If specific lockbox handling requirements are required in order for Customer to comply with law or regulations applicable to Customer (for example, Regulation Z), Customer agrees to immediately notify Bank of any such requirements. If Bank is unable to accommodate Customer’s specific requirements, Bank or Customer may immediately terminate the Lockbox Services. 11. Customer Responsibility. With respect to each item received at the Lockbox, Customer shall indemnify and hold Bank harmless from and against any and all claims, demands, damages, losses, liabilities, penalties and expenses (including, without limitation, reasonable attorney fees and court costs at trial or on appeal) arising directly or indirectly: (i) from Customer’s breach of a representation or warranty under applicable law, clearinghouse rule, Federal Reserve Operating Circular, or other similar rules or regulations; or (ii) from any other act or omission arising out of Bank’s action or inaction taken pursuant to any request by Customer or pursuant to this Agreement. This section 11 shall survive termination of the Agreement. 12. Wholesale Lockbox Processing. Bank offers Wholesale Lockbox Processing services which allows for the processing of primarily business-to-business payments. Bank is authorized to remove and examine the contents of each envelope in accordance with Bank's wholesale lockbox servicing guidelines and shall observe the following guidelines provided in this section. Bank shall capture, format and send remittance data to Customer via information reporting or data transmission in accordance with the Implementation Documents. a. Check Date. Bank will not examine any checks or other items with respect to check dates. b. Check Amount. If Bank is unable to determine the amount of a check, such check will be forwarded unprocessed to Customer as an exception. c. Payee. Checks made payable to the Acceptable Payees listed in the Implementation Documents or any reasonable derivation thereof are acceptable for deposit. Checks made payable to others may be returned by Bank as exceptions. Customer warrants that each Acceptable Payee is either Customer, its affiliate, or an entity that has authorized Customer to act on its behalf for the Services provided herein. If the Acceptable Payee is an affiliate of Customer or an entity which authorized Customer to act on such entity's behalf, Customer represents and warrants that such affiliate or entity has authorized checks payable to it to be credited to the Lockbox Account. Bank may require written authorization from any Acceptable Payee or written evidence that an Acceptable Payee has authorized Customer to act on its behalf. If Customer designates ‘Accept Page 27 (Effective 06/30/2016) All Payees’ in the Implementation Documents and Bank accepts such designation, Bank shall process all checks for credit to the Lockbox Account regardless of the payee name on the check. Such designation may be subject to additional Bank fees. Customer agrees to indemnify and hold Bank harmless for any claims, fines, expenses, and damages that arise out of Bank’s processing of checks based on Customer’s ‘Accept All Payees’ designation. d. Missing Signature. In the absence of a signature, Bank will process the check. Customer agrees to reimburse Bank if the check is subsequently returned. e. Exceptions. If a check is treated as an exception, it will be forwarded by Bank to Customer with the remittance data, and not deposited or otherwise reflected in the account of Customer. f. Correspondence. Any correspondence, invoices and miscellaneous enclosures which are included with a payment, as well as any envelope that does not contain a check, will be returned to Customer unless Customer specifies different instructions in the Implementation Documents. g. Notation. Customer agrees that Bank shall disregard any notation on a check containing "paid in full", "lien waiver" or other restrictive notation, whether preprinted or handwritten, and treat any such check as though such notation did not appear thereon. If Customer instructs Bank not to process checks with restrictive notations, Bank will use its best efforts to detect checks bearing such notations, but Bank shall not be liable to Customer for failure to detect any such notation. h. Document Order. Bank shall use its best efforts to process documents that are not in logical order, are difficult to identify, or which are received in unorganized large packages. 13. Lockbox Remote Capture Services. Lockbox Remote Capture Services is an optional add-on service to the Wholesale Lockbox Processing service which provides eligible customers the ability to scan and transmit to Bank lockbox payments received at office locations. If Customer is approved for Lockbox Remote Capture Services, Customer agrees that Bank’s Lockbox Remote Capture Services shall be governed by this this Section L (Lockbox Services) and other relevant sections of this Agreement, including but not limited to, the Electronic Deposit Services section. 14. Retail Lockbox Processing/Property Management Lockbox Processing. Bank offers Retail Lockbox Processing services and Property Management Lockbox Processing services which allow for the automated processing of high volumes of consumer-oriented payments. Bank is authorized to open each envelope and remove the contents, disregarding all notations and other marks on the envelopes. Bank shall not examine checks or other items with respect to payee names, check dates and check signatures. Bank is not required to retain remittance envelopes or forward them to Customer. Bank will disregard any restrictive notation on any check, including but not limited to “paid in full”, whether preprinted or handwritten, and shall treat any such check as though such language did not appear thereon. Bank will process, endorse and deposit remittances in accordance with its standard procedures. If Bank is unable to determine the amount of a check, such check will be forwarded to Customer as unprocessable. Bank will deliver miscellaneous enclosures, unprocessable transactions and remittance data in accordance with the Implementation Documents. 15. Retail Lockbox ARC Services. Retail Lockbox ARC Services is an optional add-on service to Retail Lockbox Processing and it provides Customer with the services necessary to convert eligible check payments received within U.S. Bank's retail lockbox into ACH ARC Entries. If Customer selects Retail Lockbox ARC Services, Customer agrees that the Service shall be governed by this Section L (Lockbox Services) and other relevant sections of this Agreement including, but not limited to, the Electronic Deposit Services section. Customer shall adhere to any and all applicable laws, regulations and clearinghouse rules, including but not limited to, obtaining all necessary consents and authorizations from, and/or providing all necessary disclosures to, its customers concerning the conversion of such customers’ checks to ACH Entries. Customer is solely responsible for ascertaining the content, method, and frequency of any required authorizations and notifications. Only original paper checks that qualify as a source document may be converted to an ACH Entry under NACHA Rules. Bank will apply certain automated internal edits and screens to determine whether the original paper check is a source document that qualifies for conversion to an ACH Entry. Customer acknowledges and agrees that Customer is the Originator of such ACH Entries under NACHA Rules regardless of whether Customer or Bank initiates the ACH Entry into the payment system. Bank shall not be liable to Customer for failure to electronically process checks if such processing would violate this Agreement, or any other agreement between Customer and Bank. If an ACH Entry is returned because the original paper check was ineligible as a source document for the ACH Entry, Bank shall use reasonable efforts to collect the check related to the ACH Entry by presenting the original paper check (if not destroyed), the check image, or a substitute check. 16. E-Lockbox. E-Lockbox provides Customer with the ability to receive consumer payments electronically that are initiated via the consumers' home banking portal or through other payment channels offered by third party bill consolidators, including consumer credit counseling agencies. a. Network. “Network” means the MasterCard Remote Payment and Presentment Service (“RPPS”), a division of MasterCard International, Inc., or other originators of consumer-initiated bill payments. Bank receives payments and remittance data via the Network. Bank will credit payments to Customer’s account and electronically transmit the remittance data in Bank's standard or other mutually acceptable format for loading to Customer’s accounts receivable system. b. Customer’s Responsibilities. Customer shall provide Bank with all data and specifications necessary for the Network to process payments and for Bank to transmit the remittance data to Customer. Customer agrees to conduct tests that Bank may deem necessary to ensure Customer and Bank are able to process the remittance data. The purchase, installation, testing and maintenance of any and all equipment used to receive and process information from Bank is the responsibility of Customer. As soon as possible, and in any event, no later than 48 hours after Bank transmits the remittance data to Customer, Customer agrees to process all such data and to inform Bank of any incorrect, unidentifiable or unprocessable information (collectively, "Returns"). c. Bank’s Responsibilities. Bank shall develop a program to process and transmit remittance data received from the Network in Customer’s preferred file format. Bank shall transmit Returns to the Network when Customer provides Bank with the Return information. Bank will credit Customer’s account in an amount equal to the payments received and debit Customer’s account in an amount equal to any Returns and, if applicable, any Reversals (defined below). d. Reliance on Network. Customer acknowledges that Bank’s ability to process payments and remittances are dependent upon the continued use and support of the Network and third party computers housing the Network and its associated communications network. In the event that access to the Network or its computer communications system is terminated or suspended for any reason, Bank shall not be liable to Customer for any disruptions or failure to provide any part of this Service. Bank assumes no responsibility for the accuracy, timeliness or the completeness of data delivered from the Network to Bank. e. Optional Reversal Transactions. Reversals are Network-initiated debit messages from payment originators informing of the cancellation of previous transactions. Customer may set debit caps on Reversals to limit the daily debit amount a payment originator may send through the Network. If Customer instructs Bank to accept Reversals, Customer hereby authorizes Bank to debit Customer’s account for the amount of the Reversals. f. Optional Biller Stop Payment. Biller Stop Payment allows Customer to provide Bank with instructions regarding payments that Customer does not want posted to its account. If Customer instructs Bank to stop a payment from posting to its account, Customer hereby authorizes Bank to return the payment through the Network. Payments that are stopped will not be included in Customer's settlement transaction or the remittance data provided to Customer. Page 28 (Effective 06/30/2016) M. HEALTHCARE PAYMENT CONSOLIDATOR SERVICES U.S. Bank Healthcare Payment Consolidator Services enable Customers to electronically receive, post, and reconcile healthcare payments and remittances received from health plans and/or their Agents. Payment Consolidator includes check payments, remittances and correspondence received by Bank or third party vendors in paper form via lockbox as well as electronically. Electronic remittance files are delivered from Bank to Customer at agreed upon schedule. Images are made available via Web site or file transmission. Customer agrees that Payment Consolidator shall be governed by this Section and all other relevant sections of the U.S. Bank Treasury Management Terms and Conditions. 1. Introduction. If Customer selects Payment Consolidator, this service may include but is not limited to, lockbox, Automated Clearinghouse (ACH), image viewing, data translation and file transmission services to assist Customer in expediting and automating receipt of their remittances. Prior to initiation of Payment Consolidator, Customer must maintain a demand deposit account with Bank. 2. Processing, Collections and Availability. Payment Consolidator is available only in certain regional locations where hardware and software have been configured by Bank to accommodate processing. Bank is authorized to examine the checks and remittances received at Customer’s designated lockbox in accordance with Bank’s lockbox servicing terms and guidelines. Bank, or third party vendors, shall image, capture data, format and send remittance data to Customer via transmission, image viewer, and/or information reporting in accordance with options selected by Customer in the Implementation Documents. The crediting and collection of items will be handled in accordance with other commercial deposits processed by Bank and shall be subject to Bank’s then current funds availability schedule. 3. Image Viewing and Storage. Bank, or third party vendors, shall process and store images of paper checks, explanation of benefits statements, correspondence or other enclosures, as well as created images of electronic remittance advices and electronic funds transfers. Bank, or third party vendors, will make images available to Customer for web viewing or via secure transmission as directed in the Implementation Documents. Original paper documents will be securely destroyed on a periodic basis. 4. File Transmission and Data Reporting. Bank will transmit to Customer remittance data according to the agreed upon schedule. Customer may elect to receive data through one or more mechanisms as specified in the Implementation Documents. If Payment Consolidator is terminated, Customer may obtain an FTP transmission or other available format of image information processed at the price outlined in the fee schedule. 5. Accuracy and Timeliness of Information. Performance of Payment Consolidator may be affected by external factors such as communication networks latency, mail delays and other factors beyond Bank’s control. Bank will use reasonable efforts to provide Payment Consolidator in a prompt fashion, but shall not be held liable for temporary failure to provide in a timely manner. Information with respect to all transactions is provided solely for Customer’s convenience, and Customer shall have no recourse to Bank as to use of such information. 6. Customer Authorizations, Notifications and Responsibility. Customer authorizes Bank to disclose Customer information to third party vendors to the extent required to deliver the requested Payment Consolidator and to debit or credit Customer’s accounts to perform the Payment Consolidator hereunder. Customer shall provide Bank with all data and specifications necessary for processing. Customer shall conduct tests that Bank may deem necessary to ensure Customer and Bank are able to exchange files and implement Payment Consolidator. Customer shall adhere to any and all applicable clearinghouse, local, state, or federal laws, rules or regulations. Customer acknowledges that Bank’s vendor may perform certain services offshore. 7. Customer Access and Security Procedures. Customer will be bound by any terms of use and any license agreements associated with Payment Consolidator. Customer will use Payment Consolidator in accordance with the procedures established by Bank. Customer will designate one or more System Administrator(s) responsible for setting up and maintaining access available through Payment Consolidator. Customer System Administrator(s) will be responsible for establishing internal security related to Payment Consolidator, including, without limitation, assigning users, establishing access levels, and establishing authorization requirements. Customer is solely responsible for maintaining a secure work environment to ensure against unauthorized access to Payment Consolidator. 8. Proprietary Rights. Bank, or third party vendors, possess all proprietary rights to written material including without limitation, all computer programs written for Bank’s Payment Consolidator, Web sites and other product documentation provided by Bank. Customer shall not duplicate, sell, or use in any manner such programs or documentation without the prior written consent of Bank. Page 29 (Effective 06/30/2016) N. COMMERCIAL SWEEP ACCOUNTS – LOAN OPTION THIS NOTICE IS GIVEN PURSUANT TO APPLICABLE LAW: IN THE UNLIKELY EVENT OF THE BANK FAILURE, THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) WILL ALLOW THE LOAN SWEEP TRANSFER OF EXCESS BALANCES IN CUSTOMER’S DEPOSIT ACCOUNT, ABOVE A PRE-ESTABLISHED THRESHOLD, OUT OF THE DEPOSIT ACCOUNT TO PAY DOWN THE LOAN AT BANK ON THE DAY OF FAILURE. THE REMAINING FUNDS IN THE DEPOSIT ACCOUNT WILL BE DEEMED DEPOSITS UNDER FDIC RULES AND WILL BE INSURED UP TO THE APPLICABLE FDIC LIMITS. 1. Definitions. a. “Account” means Customer’s deposit account at Bank which Customer has designated as being covered by the Services described herein. b. “Available Funds” means the total of the collected funds in the Account as of the close of business on any Business Day, determined in accordance with the manner in which Bank generally provides credit for deposited checks. c. “Business Day” means any day other than a Saturday or Sunday on which Bank is open to the public for carrying on substantially all of its banking functions. d. “Credit” means any loan arrangement which is designated as a line of credit where Bank has agreed will be subject to the Services described herein. e. “Credit Agreement” means any loan agreement, promissory note, guaranty or other agreement, instrument or document which evidences, secures or guarantees the Credit. f. “Deficiency Amount” means the amount by which the Target Balance exceeds the amount of Available Funds as of the close of business on any Business Day. g. “Event of Insolvency” means any of the following: (i) Customer or Guarantor shall die or cease to exist; (ii) any Guarantor shall attempt to revoke its guaranty or other obligation to Bank, or such guaranty or other obligation shall become unenforceable in whole or in part; (iii) any bankruptcy, insolvency or receivership proceeding, or any assignment for the benefit of creditors, shall be commenced under any Federal or state law by or against Customer or any Guarantor; (iv) Customer or any Guarantor shall become the subject of any out-of-court settlement with its creditors; or (v) Customer or any Guarantor is unable or admits in writing its inability to pay its debts as they mature. h. “Excess Funds” means the amount of Available Funds as of the close of business on any Business Day which exceeds the Target Balance. i. “Guarantor” means any guarantor, surety, accommodation party or joint obligor of the obligations of Customer under the Credit. j. “Target Balance” means that amount of funds which Customer desires to maintain in the Account and which is mutually agreeable to Bank and Customer from time to time. k. “Transaction” means either a Loan Transaction or a Repayment Transaction. 2. Initiation of Transactions. a. As of the close of business on each Business Day, Bank will determine the amount of Excess Funds, if any. If Bank determines that there are Excess Funds, Bank will debit the Account and credit the Credit in an amount equal to the lesser of (i) the amount of Excess Funds or (ii) the outstanding principal balance of the Credit plus all interest, fees and charges then outstanding under the Credit (a “Repayment Transaction”); provided, however, that Bank will not be required to initiate any Repayment Transaction in an amount less than a minimum sum mutually agreeable to Bank and Customer. Customer grants Bank a security interest in, and right of set-off to, the Account for purposes of effecting Repayment Transactions. b. As of the close of business on each Business Day, Bank will determine the Deficiency Amount, if any. If Bank determines that there is a Deficiency Amount, Bank will charge the Credit in an amount equal to the lesser of (i) the amount by which such available balance is less than the Target Balance or (ii) the amount which is available to be borrowed under the Credit (the lesser of such amounts being referred to as the “Loan Amount”), plus the amount of any fees and charges under the Credit, and credit the Account in an amount equal to the Loan Amount (a “Loan Transaction”); provided, however, that Bank will not be required to initiate any Loan Transaction in an amount less than a minimum sum established by Bank, and Bank will not be required to initiate any Loan Transaction if any default exists under any Credit Agreement or this Agreement or Bank is otherwise excused or prohibited under any Credit Agreement or applicable law from making an advance to Customer. In addition, Bank will not be required to initiate any Loan Transaction, and the Services hereunder shall immediately and automatically terminate without notice, if: (A) the Credit has matured or been terminated; (B) Customer has cancelled the Credit; (C) an Event of Insolvency has occurred; or (D) Bank has demanded payment under the Credit. c. If Bank has agreed to provide any other service to Customer pursuant to which Bank is authorized to transfer Excess Funds from the Account, (i) this Agreement shall prevail over the terms and conditions of such other service, (ii) Bank may initiate a Repayment Transaction or Loan Transaction under this Agreement in lieu of or prior to initiating the transfer of Excess Funds under such other service, and (iii) Bank shall not be in default as to such other service solely by reason of not initiating the transfer of Excess Funds under such other service. 3. Overdrafts. Bank may debit the Account as set forth in section N,1.a. above, even though, subsequent to such debit, and as a result of additional transfers or withdrawals from the Account, the return of checks unpaid, or any other cause, the Account becomes overdrawn. In such event, Customer will be assessed Bank’s then prevailing charges for overdrafts. 4. Ordinary Course. Customer and Bank intend that each Repayment Transaction hereunder be (a) in the ordinary course of business or financial affairs of Customer and Bank, and (b) made according to ordinary business terms. 5. Asset-Based Loan Sweep Advance. For each asset-based loan sweep transfer or loan sweep advance (each an “Asset Based Transfer”), Customer certifies to Bank that (i) the Asset Based Transfer is being made in accordance with the certain agreements between Bank and Customer (the “Asset Based Documents”); (ii) the Asset Based Transfer is not revocable by Customer; (iii) the representations and warranties set forth in the Asset Based Documents are true and correct as of the date of each Asset Based Transfer; and (iv) no default or event of default, however denominated, has occurred or is continuing under the Asset Based Documents or will result following the Asset Based Transfer. Page 30 (Effective 06/30/2016) O. COMMERCIAL SWEEP ACCOUNTS – INVESTMENT OPTION NOTICE: INVESTMENT PRODUCTS, INCLUDING MONEY MARKET MUTUAL FUNDS, ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY BANK OR ANY OF ITS AFFILIATES, NOR ARE THEY INSURED BY THE FDIC, OR ANY OTHER GOVERNMENT AGENCY. THE INVESTMENT OPTIONS OFFERED BY BANK UNDER THE COMMERCIAL SWEEP ACCOUNT ARE SUBJECT TO INVESTMENT RISKS, INCLUDING LOSS OF PRINCIPAL OF THE AMOUNT INVESTED. 1. General Terms Applicable to All Investment Options. a. If a Commercial Sweep Account Investment Option has been requested and agreed to by Bank, Customer authorizes Bank to transfer funds on a manual or automated basis to and from the demand deposit account (“DDA”) and Investment Option selected by Customer. Funds will be transferred between the accounts so that: (a) to the extent funds are available in either account, Customer’s DDA maintains an average collected balance equal to a pre-established balance (“Peg Balance”); and (b) any collected funds in the DDA that exceed the Peg Balance (“Excess Funds”) are invested by Bank as directed by Customer in accordance with this Agreement. Amounts invested in money market mutual funds, including investment income, will be redeemed and credited back to the DDA as needed so that the collected balance of Customer's DDA equals the Peg Balance. Amounts invested in other investment options, including interest or other investment income, will be credited back to the DDA each Business Day upon maturity. Bank may limit the amount of Excess Funds that it will invest on behalf of Customer on any particular Business Day. Bank may also impose a maximum redemption amount to bring the DDA to the Peg Balance on a particular Business Day. If Customer’s Investment Option is not available on a given Business Day, then all Excess Funds will remain in the DDA until the next Business Day. b. Bank is authorized to accept verbal instructions, including telephone instructions, from Customer representatives for the transfer of funds between Bank and Customer and between Customer's accounts. Bank may rely on any instructions received from Customer that it reasonably believes to be genuine. c. Bank is authorized to execute as agent for Customer all certificates of ownership and other instruments required by law or by contract. Bank shall not be accountable for errors in judgment but only for gross negligence or willful misconduct. Bank shall not be required to comply with any direction of Customer which in Bank’s judgment, may subject it to liability or to defend or prosecute any suit or action unless indemnified in a manner and amount satisfactory to it. d. Customer may, by written instrument executed by Customer and delivered to Bank, terminate this Service and withdraw from the account the principal and accumulated income upon paying all sums due to Bank and indemnifying Bank to its satisfaction against liabilities incurred in the administration of the account. e. Bank will act as agent to invest on the order and for the benefit of Customer. The Services described herein are provided by Bank to Customer solely as bona fide treasury management Services. Bank does not undertake any fiduciary obligation to Customer with respect to these Services. Bank’s duties to act for Customer hereunder are solely mechanical and administrative in nature. 2. Investment Options. a. Repurchase Agreements. (i) Terms. If Customer chooses to invest Excess Funds in repurchase agreements, Customer and Bank agree to be bound by the Master Repurchase Agreement with Bank. If Customer's investments in repurchase agreements exceed its typical investment amount by $10 million or more on a given Business Day, Customer agrees to notify Bank by providing sufficient advance notice to allow Bank to adequately collateralize the investments. Bank will exercise reasonable efforts to invest the entire amount but cannot guarantee full investment under these circumstances. If Customer fails to notify Bank in advance or if Bank is unable to invest any or all of the additional funds in repurchase agreements, Customer agrees that Bank may be required to withhold or withdraw any interest that may have been previously paid. (ii) Confirmations. After each repurchase transaction, Bank will deliver to Customer via mail, fax, email, or other electronic means, including without limitation, posting to a password protected Web site) a confirmation (“Confirmation”) describing any information required by applicable law, and any other terms and information which Bank may include at its discretion. The information contained in the Confirmation shall be considered true and correct and conclusively binding unless Customer notifies Bank of any error therein within three (3) Business Days after the date the Confirmation is mailed, faxed, emailed, personally delivered to Customer or sent via other electronic means, including without limitation, posting to a password protected Web site. If Customer elects to receive Confirmations electronically, Customer acknowledges and agrees that Customer will no longer receive Confirmations by mail. If Customer desires to discontinue receiving Confirmations electronically, Customer shall provide written notice to Bank, whereupon Bank shall resume delivering mailed Confirmations. b. Eurodollar Investments. (i) Terms. If Customer chooses to invest Excess Funds in Eurodollars, Bank is authorized to sweep Excess Funds from Customer’s DDA into overnight Eurodollar time deposits at the Cayman Islands branch of Bank. The minimum amount that may be swept pursuant to this option is $100,000. Excess Funds less than $100,000 in a given Business Day will not be invested unless otherwise agreed by Bank. Customer’s Eurodollar investments may be registered in the name of Bank’s nominee or nominees. Earnings in Eurodollar investments shall be credited to Customer’s DDA on a daily basis. CUSTOMER ASSUMES ALL RISK OF LOSS ARISING FROM ANY ACTION TAKEN WITH RESPECT TO THE CAYMAN DEPOSIT BY THE GOVERNMENT OF THE CAYMAN ISLANDS OR ANY SOVEREIGN OR MILITARY POWER (DE FACTO OR DE JURE). (ii) THIS NOTICE IS GIVEN PURSUANT TO APPLICABLE LAW: IN THE UNLIKELY EVENT OF BANK FAILURE, THE BALANCES RESIDING IN CUSTOMER’S EURODOLLAR SWEEP ACCOUNT AT BANK WILL NOT BE DEEMED “DEPOSITS” UNDER RULES PROMULGATED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) AND WILL NOT BE INSURED BY THE FDIC. IN THE UNLIKELY EVENT OF BANK FAILURE, CUSTOMER’S CLAIM FOR FUNDS THAT WERE SWEPT INTO THE EURODOLLAR SWEEP ACCOUNT WILL BE TREATED AS UNSECURED GENERAL CREDITOR CLAIMS. c. Money Market Mutual Funds (“Money Fund”). (i) Terms. If Customer chooses the Money Fund sweep option, Excess Funds will be invested in the First American Money Market Fund offered for this Service. Excess Funds will be swept from the DDA to a pooled deposit account held in Bank’s name. On the next Business Day, the Excess Funds from the pooled Deposit Account will be swept to the Money Fund to purchase shares. Customer’s shares in the Money Fund will be held in Bank’s name in an omnibus investment account, as agent on behalf of all Bank customers invested in the Money Fund. Customer grants to Bank a consensual possessory security interest in the omnibus investment account and all accounts maintained with Bank to secure payment of all of Customer’s obligations under this Service. Customer will accrue dividends beginning on the Business Day the shares are purchased. Dividends accrue daily and are paid monthly on the last Business Day of the month. No dividends will accrue on the Business Day the shares are sold. If, for any reason, Money Fund shares are not available on any given Business Day, all Excess Funds will not be swept to the Money Fund and no dividends will accrue until shares become available for purchase. Funds in the DDA and in the pooled deposit account held at Bank will be treated as deposits and will be insured up to the applicable FDIC insurance limits. The Money Fund sweep option is only available to entities Page 31 (Effective 06/30/2016) having a presence in the United States, which may be demonstrated by a U.S. mailing address and U.S. taxpayer identification number in Bank’s records. (ii) Customer Acknowledgments. BY ACCEPTING THIS SERVICE, CUSTOMER HEREBY ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE PROSPECTUS OF THE DESIGNATED FUND. THIS PROSPECTUS FORMS PART OF THE IMPLEMENTATION DOCUMENTS AND WILL CONTROL OVER THE IMPLEMENTATION DOCUMENTS WITH RESPECT TO MONEY FUND SHARES. CUSTOMER FURTHER ACKNOWLEDGES THAT BANK IS NOT PROVIDING ANY INVESTMENT ADVICE HEREIN TO CUSTOMER AND MAKES NO REPRESENTATION OR WARRANTY AS TO THE SUITABILITY OR SAFETY OF THE INVESTMENTS IN ANY FUND OFFERED UNDER THIS SERVICE. (iii) Money Fund Disclosures. BANK AFFILIATES SERVE AS INVESTMENT ADVISOR, ADMINISTRATOR, CUSTODIAN, DISTRIBUTOR, TRANSFER AGENT, AND SECURITIES LENDING AGENT AND RECEIVE COMPENSATION FOR SUCH SERVICES AS DISCLOSED IN THE PROSPECTUS FOR THE DESIGNATED FUND. ALTHOUGH MONEY FUNDS SEEK TO PRESERVE THE VALUE OF CUSTOMER’S INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN A MONEY FUND. (iv) THIS NOTICE IS GIVEN PURSUANT TO APPLICABLE LAW: IN THE UNLIKELY EVENT OF BANK FAILURE, CUSTOMER WILL MAINTAIN ITS INTEREST IN THE MONEY FUND SHARES FOLLOWING A COMPLETED MONEY FUND SWEEP. THE VALUE OF THE SHARES IN THE MONEY FUND OMNIBUS INVESTMENT ACCOUNT WILL NOT BE DEEMED “DEPOSITS” UNDER RULES PROMULGATED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) AND WILL NOT BE INSURED BY THE FDIC. ON THE DAY OF FAILURE, HOWEVER, THE FDIC MAY DISALLOW THAT DAY’S SWEEP TO OCCUR. IF THE SWEEP IS DISALLOWED, ANY EXCESS FUNDS THAT WOULD HAVE NORMALLY SWEPT ON THAT BUSINESS DAY WILL REMAIN IN THE DDA AND WILL BE TREATED AS DEPOSITS. THOSE DEPOSITS WILL BE INSURED UP TO THE APPLICABLE FDIC INSURANCE LIMITS. d. Commercial Paper. (i) Terms. If Customer chooses the Commercial Paper sweep option, Excess Funds shall be invested in an unsecured short-term promissory note issued by U.S. Bank National Association, and held in book entry. At the end of each Business Day, Excess Funds are automatically transferred from Customers' DDA into a sweep account that invests overnight in U.S. Bank National Association Commercial Paper. The minimum amount that may be swept pursuant to this option is $25,000. Excess Funds less than $25,000 on a given Business Day will not be invested in the Commercial Paper sweep. (ii) THIS NOTICE IS GIVEN PURSUANT TO APPLICABLE LAW: IN THE UNLIKELY EVENT OF BANK FAILURE, THE BALANCES RESIDING IN CUSTOMER’S COMMERCIAL PAPER SWEEP ACCOUNT AT BANK WILL NOT BE DEEMED “DEPOSITS” UNDER RULES PROMULGATED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) AND WILL NOT BE INSURED BY THE FDIC. IN THE UNLIKELY EVENT OF BANK FAILURE, CUSTOMER’S CLAIM FOR FUNDS THAT WERE SWEPT INTO THE COMMERCIAL PAPER SWEEP ACCOUNT WILL BE TREATED AS UNSECURED GENERAL CREDITOR CLAIMS. e. Business Savings Sweep. If Customer chooses the Business Savings Sweep option, collected funds with a minimum of $500 in excess of a Peg Balance shall be swept from Customer’s DDA into a Business Savings Sweep Account (the “Savings Account”). The Peg Balance shall be set at a minimum of $10,000 unless otherwise agreed to by Bank. Funds remain in the Savings Account until Customer’s DDA reaches a negative balance, whereupon available funds are swept back into Customer’s DDA in an amount necessary to return the DDA balance to the Peg Balance. In accordance with applicable federal law, sweeps from the Savings Account to Customer’s DDA in an amount necessary to return the DDA balance are limited to six per month. In order to comply with applicable regulations, on the sixth transfer from the Savings Account to Customer’s DDA, all of the funds are moved from the Savings Account back into Customer’s DDA and the sweeps suspend until the first day of the following month’s cycle. Page 32 (Effective 06/30/2016) P. MASTER REPURCHASE AGREEMENT (MRA) THIS NOTICE IS GIVEN PURSUANT TO APPLICABLE LAW: ALL FUNDS IN THE REPURCHASE AGREEMENT SWEEP WILL NOT BE DEEMED “DEPOSITS” AND WILL NOT BE INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”). IN THE UNLIKELY EVENT OF BANK FAILURE, CUSTOMER WILL MAINTAIN ITS OWNERSHIP OR SECURITY INTEREST IN THE SECURITIES THAT ARE SUBJECT TO THE REPURCHASE AGREEMENT AND, UPON LIQUIDATION, WILL RECEIVE THE VALUE OF THE SECURITIES UP TO THE AMOUNT OF FUNDS SWEPT FROM THE ACCOUNT. 1. Applicability. From time to time the parties hereto may enter into transactions in which one party (“Seller”) agrees to transfer to the other (“Buyer”) securities or other assets (“Securities”) against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this MRA and if applicable, Annex III and the Amendment to Annex III (International Transactions) of the SIFMA Master Repurchase Agreement (1996 version). 2. Definitions. a. “Act of Insolvency”, with respect to any party, (i) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election, (ii) the commencement of any such case or proceeding against such party, or another seeking such an appointment or election, or the filing against a party of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, which (A) is consented to or not timely contested by such party, (B) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, or (C) is not dismissed within 15 days, (iii) the making by such party of a general assignment for the benefit of creditors, or (iv) the admission in writing by such party of such party’s inability to pay such party’s debts as they become due; b. “Additional Purchased Securities”, Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof; c. “Buyer’s Margin Amount”, with respect to any Transaction as of any date, the amount obtained by application of the Buyer’s Margin Percentage to the Repurchase Price for such Transaction as of such date; d. “Buyer’s Margin Percentage”, with respect to any Transaction as of any date, a percentage (which may be equal to the Seller’s Margin Percentage) agreed to by Buyer and Seller or, in the absence of any such agreement, the percentage obtained by dividing the Market Value of the Purchased Securities on the Purchase Date by the Purchase Price on the Purchase Date for such Transaction; e. “Confirmation”, the meaning specified in Paragraph 3(b) hereof; f. “Income”, with respect to any Security at any time, any principal thereof and all interest, dividends or other distributions thereon; g. “Margin Deficit”, the meaning specified in Paragraph 4(a) hereof; h. “Margin Excess”, the meaning specified in Paragraph 4(b) hereof; i. “Margin Notice Deadline”, the time agreed to by the parties in the relevant Confirmation, or otherwise as the deadline for giving notice requiring same day satisfaction of margin maintenance obligations as provided in Paragraph 4 hereof (or, in the absence of any such agreement, the deadline for such purposes established in accordance with market practice); j. “Market Value”, with respect to any Securities as of any date, the price for such Securities on such date obtained from a generally recognized source agreed to by the parties or the most recent closing bid quotation from such a source, plus accrued Income to the extent not included therein (other than any Income credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) as of such date (unless contrary to market practice for such Securities); k. “Price Differential”, with respect to any Transaction as of any date, the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction on a 360 day per year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the date of determination (reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction); l. “Pricing Rate”, the per annum percentage rate for determination of the Price Differential; m. “Prime Rate”, the prime rate of U.S. commercial banks as published in The Wall Street Journal (or, if more than one such rate is published, the average of such rates); n. “Purchase Date”, the date on which Purchased Securities are to be transferred by Seller to Buyer; o. “Purchase Price”, (i) on the Purchase Date, the price at which Purchased Securities are transferred by Seller to Buyer, and (ii) thereafter, except where Buyer and Seller agree otherwise, such price increased by the amount of any cash transferred by Buyer to Seller pursuant to Paragraph 4(b) hereof and decreased by the amount of any cash transferred by Seller to Buyer pursuant to Paragraph 4(a) hereof or applied to reduce Seller’s obligations under clause (ii) of Paragraph 5 hereof; p. “Purchased Securities”, the Securities transferred by Seller to Buyer in a Transaction hereunder. The term “Purchased Securities” with respect to any Transaction at any time also shall include Additional Purchased Securities delivered pursuant to Paragraph 4(a) hereof and shall exclude Securities returned pursuant to Paragraph 4(b) hereof; q. “Repurchase Date”, the date on which Seller is to repurchase the Purchased Securities from Buyer, including any date determined by application of the provisions of Paragraph 3(c) or 11 hereof; r. “Repurchase Price”, the price at which Purchased Securities are to be transferred from Buyer to Seller upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of the Purchase Price and the Price Differential as of the date of such determination; s. “Seller’s Margin Amount”, with respect to any Transaction as of any date, the amount obtained by application of the Seller’s Margin Percentage to the Repurchase Price for such Transaction as of such date; t. “Seller’s Margin Percentage”, with respect to any Transaction as of any date, a percentage (which may be equal to the Buyer’s Margin Percentage) agreed to by Buyer and Seller or, in the absence of any such agreement, the percentage obtained by dividing the Market Value of the Purchased Securities on the Purchase Date by the Purchase Price on the Purchase Date for such Transaction. 3. Initiation; Confirmation; Termination. a. An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. b. Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this MRA. Page 33 (Effective 06/30/2016) The Confirmation, together with this MRA, shall constitute conclusive evidence of the terms agreed between Buyer and Seller 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 any conflict between the terms of such Confirmation and this MRA, this MRA shall prevail. c. In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the Business Day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer. 4. Margin Maintenance. a. If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Buyer is less than the aggregate Buyer’s Margin Amount for all such Transactions (a “Margin Deficit”), then Buyer may by notice to Seller require Seller in such Transactions, at Seller’s option, to transfer to Buyer cash or additional Securities reasonably acceptable to Buyer (“Additional Purchased Securities”), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer’s Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any Transactions in which such Buyer is acting as Seller). b. If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Seller exceeds the aggregate Seller’s Margin Amount for all such Transactions at such time (a “Margin Excess”), then Seller may by notice to Buyer require Buyer in such Transactions, at Buyer’s option, to transfer cash or Purchased Securities to Seller, so that the aggregate Market Value of the Purchased Securities, after deduction of any such cash or any Purchased Securities so transferred, will thereupon not exceed such aggregate Seller’s Margin Amount (increased by the amount of any Margin Excess as of such date arising from any Transactions in which such Seller is acting as Buyer). c. If any notice is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph at or before the Margin Notice Deadline on any Business Day, the party receiving such notice shall transfer cash or Additional Purchased Securities as provided in such subparagraph no later than the close of business in the relevant market on such day. If any such notice is given after the Margin Notice Deadline, the party receiving such notice shall transfer such cash or Securities no later than the close of business in the relevant market on the next Business Day following such notice. d. Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Buyer and Seller. e. Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer or Seller (or both) under subparagraphs (a) and (b) of this Paragraph may be exercised only where a Margin Deficit or Margin Excess, as the case may be, exceeds a specified dollar amount or a specified percentage of the Repurchase Prices for such Transactions (which amount or percentage shall be agreed to by Buyer and Seller prior to entering into any such Transactions). f. Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer and Seller under subparagraphs (a) and (b) of this Paragraph to require the elimination of a Margin Deficit or a Margin Excess, as the case may be, may be exercised whenever such a Margin Deficit or Margin Excess exists with respect to any single Transaction hereunder (calculated without regard to any other Transaction outstanding under this MRA). 5. Income Payments. Seller shall be entitled to receive an amount equal to all Income paid or distributed on or in respect of the Securities that is not otherwise received by Seller, to the full extent it would be so entitled if the Securities had not been sold to Buyer. Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is paid or distributed either (i) transfer to or credit to the account of Seller such Income with respect to any Purchased Securities subject to such Transaction or (ii) with respect to Income paid in cash, apply the Income payment or payments to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentence (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Securities sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid or distributed. 6. Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller shall be deemed to have pledged to Buyer as security for the performance by Seller of its obligations under each such Transaction, and shall be deemed to have granted to Buyer a security interest in, all of the Purchased Securities with respect to all Transactions hereunder and all Income thereon and other proceeds thereof. In all Transactions, Seller is acting as agent for Buyer. In the event of Seller’s default under the MRA, Buyer has the right to either: (i) direct Seller to sell the Securities, or (ii) sell the Securities, and, following any sale pursuant to this sentence, apply the proceeds in satisfaction of Seller’s liability hereunder. 7. Payment and Transfer. Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available funds. All Securities transferred by one party hereto to the other party (i) shall be in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as the party receiving possession may reasonably request, (ii) shall be transferred on the book entry system of a Federal Reserve Bank, or (iii) shall be transferred by any other method mutually acceptable to Seller and Buyer. 8. Segregation of Purchased Securities. To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this MRA. Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial or securities intermediary or a clearing corporation. All of Seller’s interest in the Purchased Securities shall pass to Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller, nothing in this MRA shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities or otherwise selling, transferring, pledging or hypothecating the Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to Paragraph 3, 4 or 11 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Paragraph 5 hereof. Required Disclosure for Transactions in Which the Seller Retains Custody of the Purchased Securities Seller is not permitted to substitute other securities for those subject to this MRA and therefore must keep Buyer’s securities segregated at all times, unless in this MRA Buyer grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that Buyer’s securities will likely be commingled with Seller’s own securities during the trading day. Buyer is advised that, during any trading day that Buyer’s securities are commingled with Seller’s securities, they [will]* [may]** be subject to liens granted by Seller to [its clearing bank]* [third parties]** and may be used by Seller for deliveries on other securities transactions. Whenever the securities are commingled, Seller’s ability to re-segregate substitute securities for Buyer will be subject to Seller’s ability to satisfy [the clearing]* [any]** lien or to obtain substitute securities. * Language to be used under 17 C.F.R. ß403.4(e) if Seller is a government securities broker or dealer other than a financial institution. ** Language to be used under 17 C.F.R. ß403.5(d) if Seller is a financial institution.. Page 34 (Effective 06/30/2016) 9. Substitution. Seller may not substitute other Securities for any Purchased Securities. 10. Representations. Each of Buyer and Seller represents and warrants to the other that (i) it is duly authorized to execute and deliver this MRA, to enter into Transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance, (ii) it will engage in such Transactions as principal (or, if agreed in writing in advance of any Transaction by the other party hereto, as agent for a disclosed principal), (iii) the person signing this MRA on its behalf is duly authorized to do so on its behalf (or on behalf of any such disclosed principal), (iv) it has obtained all authorizations of any governmental body required in connection with this MRA and the Transactions hereunder and such authorizations are in full force and effect and (v) the execution, delivery and performance of this MRA and the Transactions hereunder will not violate any law, ordinance, charter, bylaw or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected. On the Purchase Date for any Transaction Buyer and Seller shall each be deemed to repeat all the foregoing representations made by it. 11. Events of Default. In the event that (i) Seller fails to transfer or Buyer fails to purchase Purchased Securities upon the applicable Purchase Date, (ii) Seller fails to repurchase or Buyer fails to transfer Purchased Securities upon the applicable Repurchase Date, (iii) Seller or Buyer fails to comply with Paragraph 4 hereof, (iv) Buyer fails, after one Business Day’s notice, to comply with Paragraph 5 hereof, (v) an Act of Insolvency occurs with respect to Seller or Buyer, (vi) any representation made by Seller or Buyer shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, or (vii) Seller or Buyer shall admit to the other its inability to, or its intention not to, perform any of its obligations hereunder (each an “Event of Default”): a. The non-defaulting party may, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurred as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). The non-defaulting party shall (except upon the occurrence of an Act of Insolvency) give notice to the defaulting party of the exercise of such option as promptly as practicable. b. In all Transactions in which the defaulting party is acting as Seller, if the non-defaulting party exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, (i) the defaulting party’s obligations in such Transactions to repurchase all Purchased Securities, at the Repurchase Price therefore on the Repurchase Date determined in accordance with subparagraph (a) of this Paragraph, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by the non-defaulting party and applied to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder, and (iii) the defaulting party shall immediately deliver to the non-defaulting party any Purchased Securities subject to such Transactions then in the defaulting party’s possession or control. c. In all Transactions in which the defaulting party is acting as Buyer, upon tender by the non-defaulting party of payment of the aggregate Repurchase Prices for all such Transactions, all right, title and interest in and entitlement to all Purchased Securities subject to such Transactions shall be deemed transferred to the non-defaulting party, and the defaulting party shall deliver all such Purchased Securities to the non-defaulting party. d. If the non-defaulting party exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, the non-defaulting party, without prior notice to the defaulting party, may: (i) as to Transactions in which the defaulting party is acting as Seller, (A) immediately sell, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the non-defaulting party may reasonably deem satisfactory, any or all Purchased Securities subject to such Transactions and apply the proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Securities, to give the defaulting party credit for such Purchased Securities in an amount equal to the price therefore on such date, obtained from a generally recognized source or the most recent closing bid quotation from such a source, against the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder; and (ii) as to Transactions in which the defaulting party is acting as Buyer, (A) immediately purchase, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the non-defaulting party may reasonably deem satisfactory, securities (“Replacement Securities”) of the same class and amount as any Purchased Securities that are not delivered by the defaulting party to the non-defaulting party as required hereunder or (B) in its sole discretion elect, in lieu of purchasing Replacement Securities, to be deemed to have purchased Replacement Securities at the price therefore on such date, obtained from a generally recognized source or the most recent closing offer quotation from such a source. The parties acknowledge and agree that (1) the Securities subject to any Transaction hereunder are instruments traded in a recognized market, (2) in the absence of a generally recognized source for prices or bid or offer quotations for any Security, the non-defaulting party may establish the source therefore in its sole discretion and (3) all prices, bids and offers shall be determined together with accrued Income (except to the extent contrary to market practice with respect to the relevant Securities). e. As to Transactions in which the defaulting party is acting as Buyer, the defaulting party shall be liable to the non-defaulting party for any excess of the price paid (or deemed paid) by the non-defaulting party for Replacement Securities over the Repurchase Price for the Purchased Securities replaced thereby and for any amounts payable by the defaulting party under Paragraph 5 hereof or otherwise hereunder. f. For purposes of this Paragraph 11, the Repurchase Price for each Transaction hereunder in respect of which the defaulting party is acting as Buyer shall not increase above the amount of such Repurchase Price for such Transaction determined as of the date of the exercise or deemed exercise by the non-defaulting party of the option referred to in subparagraph (a) of this Paragraph. g. The defaulting party shall be liable to the non-defaulting party for (i) the amount of all reasonable legal or other expenses incurred by the non-defaulting party in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii) any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction. h. To the extent permitted by applicable law, the defaulting party shall be liable to the non-defaulting party for interest on any amounts owing by the defaulting party hereunder, from the date the defaulting party becomes liable for such amounts hereunder until such amounts are (i) paid in full by the defaulting party or (ii) satisfied in full by the exercise of the non-defaulting party’s rights hereunder. Interest on any sum payable by the defaulting party to the non-defaulting party under this Paragraph 11(h) shall be at a rate equal to the greater of the Pricing Rate for the relevant Transaction or the Prime Rate. i. The non-defaulting party shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law. 12. Single Agreement. Buyer and Seller acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other. Accordingly, each of Buyer and Seller agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, (ii) that each of them shall be entitled to set off claims and apply property held by them in respect of any Transaction against obligations owing to them in respect of any other Transactions hereunder and (iii) that payments, deliveries and other transfers made by Page 35 (Effective 06/30/2016) either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted. 13. Notices and Other Communications. Any and all notices, statements, demands or other communications hereunder may be given by a party to the other by mail, facsimile, telegraph, messenger or otherwise to the address specified by Bank, or so sent to such party at any other place specified in a notice of change of address hereafter received by the other. All notices, demands and requests hereunder may be made orally, to be confirmed promptly in writing, or by other communication as specified in the preceding sentence. 14. Entire Agreement; Severability. This MRA shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. 15. Nonassignability; Termination. a. The rights and obligations of the parties under this MRA and under any Transaction shall not be assigned by either party without the prior written consent of the other party, and any such assignment without the prior written consent of the other party shall be null and void. Subject to the foregoing, this MRA and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This MRA may be terminated by either party upon giving written notice to the other, except that this MRA shall, notwithstanding such notice, remain applicable to any Transactions then outstanding. b. Subparagraph (a) of this Paragraph 15 shall not preclude a party from assigning, charging or otherwise dealing with all or any part of its interest in any sum payable to it under Paragraph 11 hereof. 16. Governing Law. This MRA shall be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof. 17. No Waivers, Etc. No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this MRA and no consent by any party to a departure herefrom shall be effective unless and until such shall be in writing and duly executed by both of the parties hereto. Without limitation on any of the foregoing, the failure to give a notice pursuant to Paragraph 4(a) or 4(b) hereof will not constitute a waiver of any right to do so at a later date. 18. Use of Employee Plan Assets. a. If assets of an employee benefit plan subject to any provision of the Employee Retirement Income Security Act of 1974 (“ERISA”) are intended to be used by either party hereto (the “Plan Party”) in a Transaction, the Plan Party shall so notify the other party prior to the Transaction. The Plan Party shall represent in writing to the other party that the Transaction does not constitute a prohibited transaction under ERISA or is otherwise exempt therefrom, and the other party may proceed in reliance thereon but shall not be required so to proceed. b. Subject to the last sentence of subparagraph (a) of this Paragraph, any such Transaction shall proceed only if Seller furnishes or has furnished to Buyer its most recent available audited statement of its financial condition and its most recent subsequent unaudited statement of its financial condition. c. By entering into a Transaction pursuant to this Paragraph, Seller shall be deemed (i) to represent to Buyer that since the date of Seller’s latest such financial statements, there has been no material adverse change in Seller’s financial condition which Seller has not disclosed to Buyer, and (ii) to agree to provide Buyer with future audited and unaudited statements of its financial condition as they are issued, so long as it is a Seller in any outstanding Transaction involving a Plan Party. 19. Intent. a. The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). b. It is understood that either party’s right to liquidate Securities delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 11 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code, as amended. c. The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” as that term is defined in FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). d. It is understood that this MRA constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA). 20. Disclosure Relating to Certain Federal Protections. The parties acknowledge that they have been advised that: a. In the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission (“SEC”) under Section 15 of the Securities Exchange Act of 1934 (“1934 Act”), the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 (“SIPA”) do not protect the other party with respect to any Transaction hereunder; b. In the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder; and c. In the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable. Page 36 (Effective 06/30/2016) Q. ZERO BALANCE ACCOUNT (ZBA) SERVICES ZBA services allow Customers to concentrate balances across multiple checking accounts consisting of a lead (“Master Account”) and one or more sub-accounts funded by the Master Account. Two-way automatic transfers ensure that the sub-accounts maintain a zero balance or a balance otherwise designated by Customer. One-way transfers can also be made from the Master Account to the sub-account, from the sub-account to the Master Account or from the Master Account to the sub-account with deposits allowed in the sub-account. Deposits to accounts designated for transfers from the Master Account to the sub-account with deposits will not transfer to the Master Account and shall remain in the sub-account until a subsequent disbursement is made. Bank reserves the right to terminate ZBA services without prior notice to Customer. R. FOCAL POINT PLUS SERVICES Focal Point Plus Services allow Customers to: (i) concentrate balances across multiple checking accounts consisting of a lead (“Master Account”) with one or more subaccounts (“Shadow Accounts”), which are all funded by the Master Account; and (ii) track transactions with location reporting. Two way automatic transfers ensure the Shadow Accounts maintain a zero balance. One way transfers can also be designed from the Shadow Accounts to the Master Account. Customer acknowledges and agrees the Shadow Accounts are deemed to be part of the Master Account for purposes of this Agreement and cannot be used to process transactions independent of the Master Account. Page 37 (Effective 06/30/2016) S. SINGLEPOINT® INTERNATIONAL REQUEST FOR TRANSFER SERVICES The U.S. Bank SinglePoint® International Request for Transfer Services will enable domestic or foreign organizations doing cross-border business to initiate or execute payment or transfer instructions from, or between, Customer accounts held at Bank and foreign banks. Prior to implementation of this Service, the Forwarding Bank and the Executing Bank must enter into a Bilateral Agreement referencing their mutual accession to the SWIFT Request for Transfer (MT101) Service Level or other relevant Service Level. Bank acts in the capacity of the Forwarding Bank with respect to all Requests for Transfer. This Service or other similar remote initiation Services offered by Bank are governed by this Agreement, the Bilateral Agreement, the Interbank Agreement, and all other applicable federal, state and local laws and regulations. 1. Definitions. a. “Beneficiary” means the person or entity designated in the Originator’s instruction to receive funds. b. “Beneficiary Bank” means the financial institution crediting the funds to the Beneficiary’s account. c. “Execute” or “Execution” means the debiting of the Originator’s account by the Executing Bank pursuant to a Request for Transfer from the Forwarding Bank and the forwarding of the credit transfer to the Beneficiary Bank. d. “Executing Bank” means the financial institution that receives and Executes the Request for Transfer from the Forwarding Bank and then forwards the credit transfer to the Beneficiary Bank. e. “Forwarding Bank” means a financial institution receiving a Request for Transfer from the Instructing Party and forwarding it to the Executing Bank. f. “Instructing Party” means a customer of the Forwarding Bank, which could be an office, department or division of the Originator, or a separate legal entity, authorized by the Originator to initiate a Request for Transfer to the Forwarding Bank. g. “Interbank Agreement” means the Service Level Master Agreement (SLMA) and Request for Transfer Service Level Rules and Regulations (MT 101) or other relevant Service Levels offered by Society for Worldwide Interbank Financial Communications (SWIFT), to which the Forwarding Bank and the Executing Bank are a party. h. “Originator” means the customer of the Executing Bank whose account is to be debited pursuant to a Request for Transfer. i. “Request for Transfer” means a transfer instruction received by the Forwarding Bank from the Instructing Party for onward transmission as an MT101 to the Executing Bank, and which is capable of being processed under an Interbank Agreement. 2. Bank as the Forwarding Bank. If Customer selects Bank as the Forwarding Bank, Customer is deemed to be the Instructing Party for all Requests for Transfer. Customer will appoint those individuals authorized to instruct Bank regarding Request for Transfer Services (“Authorized Users”) via the relevant Implementation Documents and System Administrator designations establishing the Authorized Users’ access authority and transaction limits. Bank may rely on any such authorization until it has received Customer’s written notice of revocation and has had a reasonable opportunity to act thereon. Customer and its Authorized Users and other Agents shall maintain the highest possible level of confidentiality with regard to PINs, or other security devices and will take all steps necessary to prevent access to them by unauthorized persons. Customer shall be responsible for the accuracy, completeness and timeliness of all Requests for Transfer sent to Bank. Requests for Transfer received after Bank’s established deadline or on any non-Business Day, including any Saturday, Sunday, holiday or any day that Bank’s wire department is not open will be considered received on the next Business Day. Customer authorizes Bank to process and forward to the Executing Bank all Requests for Transfer received in accordance with any established security procedures. Notwithstanding the foregoing, Bank does not assume any responsibility for the Execution of the Request for Transfer by the Executing Bank and completion of the credit transfer to the Beneficiary Bank. Customer understands and acknowledges that any applicable callback notifications on PIN limits established by Customer with Bank for wire transfer dollar thresholds do not apply to Requests for Transfer. Customer agrees not to initiate a Request for Transfer in violation of applicable federal, state or local law or regulations. 3. Security Procedures. Customer and Bank shall comply with any established security procedures with respect to the initiation and forwarding of any Request for Transfer. Customer agrees that any such security procedures shall be deemed commercially reasonable. Customer understands that the security procedures are not for the purpose of detecting errors in the transmission or content of a Request for Transfer controlled by Customer. Customer agrees to be bound by any Request for Transfer sent in the name of Customer that is processed by Bank in compliance with the agreed security procedures whether or not authorized. 4. Amendment or Cancellation. Customer does not have the right to reverse, adjust or revoke any Request for Transfer after it has been received by Bank; provided, however, that Bank will make a reasonable effort to act on such a request by Customer. With respect to a Request for Transfer that has already been Executed, Bank may intervene at Customer’s request, to request that the Beneficiary Bank return all or a portion of the funds. Customer understands that the Beneficiary Bank is under no legal obligation to comply with this request. 5. Rejection/Repair. Bank may reject a Request for Transfer if: (i) it is not initiated or transmitted in accordance with the applicable security procedures; (ii) there is any inconsistency between a Request for Transfer and information previously supplied to Bank; or (iii) Bank has other reasonable grounds not to honor the Request for Transfer. Bank shall have no obligation to repair any Request for Transfer it receives but may, in its absolute discretion, endeavor to repair any Request for Transfer. Bank shall notify Customer of any rejections or suspensions. 6. Limits on Bank’s Liability. Bank sends outgoing and receives incoming Requests for Transfer using SWIFT. Bank shall not be responsible for the acts or omissions of Customer, the SWIFT network, other financial institution, or any other person. Payment to a foreign country is subject to the laws of the foreign country involved. Bank assumes no liability for foreign exchange risk, delays, non-delivery or other events resulting from causes beyond Bank’s control. Page 38 (Effective 06/30/2016) T. SWIFT-RELATED SERVICES The SWIFT-Related Services (the “Service”) will enable organizations with domestic or cross-border activity to initiate or execute payment or transfer instructions from Customer’s Bank account to another account held at Bank or a third party bank, and to receive account information and payment notifications from Bank via SWIFT. This Service or other similar services offered by Bank are governed by this Agreement, applicable SWIFT agreements and regulations, and all other applicable federal, state and local laws and regulations. 1. Definitions. a. “Account Reporting” means cash management notifications, transaction and account information provided by Bank to Customer. b. “Beneficiary” means the person or entity (including Customer) designated in Customer’s Transfer Request to receive funds. c. “Beneficiary Bank” means the financial institution (including Bank) that credits the funds to the Beneficiary’s account. d. “Execute” or “Execution” means the debiting of Customer’s account by Bank and the forwarding of the credit transfer to the Beneficiary Bank pursuant to a Transfer Request from Customer. e. “FileAct” means a file transfer service that utilizes the SWIFT infrastructure to enable the transfer of data in various file formats. f. “Transfer Request” means a MT103 or other SWIFT transfer instruction sent by Customer to Bank for onward processing. If SWIFT-Related services are accessed using SCORE, “Transfer Request” means a MT101 transfer instruction. g. “SCORE” means the Standardized Corporate Environment, a SWIFT direct access corporate service which offers Customer a secure connection and standardized environment to manage Customer’s payments and payment information. 2. Security Procedures. Customer shall comply with all security procedures established by SCORE or by Bank for the SWIFT-Related Services. Customer agrees that any such security procedures shall be deemed commercially reasonable. Customer understands that the security procedures are not for the purpose of detecting errors in the transmission or content of any Account Reporting, or of a Transfer Request controlled by Customer. Customer is solely responsible for maintaining its own internal security procedures to prevent errors or unauthorized access to Customer’s computer systems by unauthorized employees, vendors or customers. Customer agrees to be bound by any Transfer Request that appears to have been sent by Customer that is processed by Bank in compliance with the agreed security procedures, whether or not authorized. Bank will use reasonable care in transmitting the Account Reporting but assumes no responsibility for the accuracy or timeliness of the information supplied by other financial institutions, the SWIFT network or SCORE. Customer agrees to immediately notify and fully cooperate with Bank if it suspects or becomes aware of any breach or compromise of the security of SCORE or the SWIFT-Related Services. 3. Transmission and Processing of Transfer Requests. Customer authorizes Bank to Execute all Transfer Requests delivered to Bank by Customer in compliance with the terms of this Agreement and any established security procedures. Customer shall adhere to formatting and processing requirements established by Bank. Customer authorizes Bank to use whatever means Bank, in good faith, deems reasonable under the circumstances to execute each Transfer Request, including selection of a funds transfer system, routing, and means of transmission. Customer shall be responsible for the accuracy, completeness and timeliness of all Transfer Requests sent to Bank for Execution. Transfer Requests with settlement dates of more than thirty (30) calendar days from receipt will not be processed unless prior arrangements have been made. Customer is solely responsible for initiating Transfer Requests sufficiently in advance to meet Customer’s contractual obligations to its vendors and/or customers. Bank shall not be responsible for any late payment or finance charges that may result from Customer’s failure to allow sufficient lead-time to make a Transfer Request. Bank and any other financial institution may rely on the account, routing, or BIC numbers in the Transfer Requests even if such numbers do not correspond to the name of Customer, the Beneficiary or the Beneficiary Bank. 4. Amendment or Cancellation of Transfer Requests. Customer does not have the right to reverse, adjust or revoke any Transfer Request after it has been received by Bank; provided, however, that Bank will make a reasonable effort to act on such a request by Customer. With respect to a Transfer Request that has already been Executed, Bank shall, at Customer’s request, request that the Beneficiary Bank return all or a portion of the funds. Customer understands that the Beneficiary Bank is under no legal obligation to comply with this request. 5. Rejection/Repair of Transfer Requests. Bank may reject a Transfer Request if: (i) it is not initiated or transmitted in accordance with the applicable security procedures; (ii) does not adhere to Bank’s formatting or processing requirements; (iii) there is any inconsistency between a Transfer Request and information previously supplied to Bank; (iv) Customer’s Transfer Requests exceed any applicable transaction limits established by Bank; (v) if there are insufficient collected funds in Customer’s account to fund the Transfer Request; or (vi) Bank has other reasonable grounds not to honor the Transfer Request. Bank shall have no obligation to repair any Transfer Request it receives but may, in its absolute discretion, endeavor to do so. 6. Account Reporting. Bank may send notifications that allow Customer to receive advices relating to Customer’s payments processed by Bank. Bank may also provide Customer with information on accounts maintained at Bank. If Customer elects to receive notifications and other account information via SWIFT, Customer shall exercise extreme care in maintaining its own security in the receipt of the notifications or information. Customer acknowledges that the data received via SWIFT may include confidential information, including, without limitation, names, amounts, phone numbers, and account information. Customer further acknowledges that it alone assumes full responsibility for maintenance of its internal security procedures to keep such information confidential. 7. Limits on Bank’s Liability. Bank will use reasonable efforts to provide notifications and information in a prompt fashion, but shall not be liable for the temporary failure to provide timely data. Bank assumes no responsibility for any delays caused, or for inaccurate or incomplete information provided, by the SWIFT network or third party banks with respect to payments and related information. Bank shall not be responsible for the acts or omission of Customer, the SWIFT network, other financial institution, or any other person. Payment to a foreign country is subject to the laws of the foreign country involved. Bank assumes no liability for foreign exchange risk, delays, non-delivery or other events resulting from causes beyond Bank’s control. 8. SCORE. If Customer accesses the SWIFT-Related Services using SCORE, Customer shall additionally comply with applicable SWIFT agreements, documentation, user guides and all other instructions and recommendations provided by SWIFT or by Bank in relation to the use of SCORE or the SWIFT-Related Services. Customer acknowledges that Bank does not regulate the set-up and provision of SWIFT membership, joining the SWIFT network or SCORE, the SWIFT network security, or the facilities necessary to access and use them. Customer represents that it is, and will throughout the term of this Service remain, an authorized SWIFT participant. Customer authorizes Bank to act on any instruction contained in a SWIFT message received by Bank through SCORE which appears to have been sent by Customer. In the event that Customer requests Bank to provide SWIFT-Related Services through SCORE to a parent company, subsidiary, affiliate, or other commonly owned company, Customer agrees that it shall be jointly and severally liable for such related entity’s obligations under this Agreement. Customer represents and warrants that such related entity is a duly authorized agent of the Customer and that the related entity is acting on behalf of Customer in its authorized capacity. 9. FileAct. If the FileAct service is offered by Bank and selected by Customer, Customer may use this service which enables the secure and reliable transfer of files to exchange batches of financial messages, reports, bulk payment files, images and other data over the SWIFT Page 39 (Effective 06/30/2016) network. FileAct supports both interactive (real-time) and store-and-forward modes. Prior to implementation, Customer shall verify that Bank is capable of supporting the file formats and transaction types that Customer wishes to transmit. If the file format and transaction type is supported by Bank, Customer agrees that the processing of each file shall be additionally subject to all applicable Sections of the Agreement. V. TERMS APPLICABLE TO SPECIFIC FOREIGN EXCHANGE SERVICES The following are additional terms and conditions applicable to all Foreign Exchange Services offered by Bank. Bank may change the number or type of Services offered at any time. 1. Conflicting Provisions. With respect to all foreign exchange transactions or other derivative products entered into by Customer, to the extent that any provision of this Agreement conflicts with a provision of any ISDA Master Agreement by and between Customer and Bank or any documents related thereto (the “ISDA”), the ISDA terms shall govern. 2. Foreign Exchange Risk. Many banking and finance transactions carry risk. All foreign exchange transactions, including but not limited to, swaps, options, forwards, foreign exchange transactions currency accounts, and other similar derivatives and related products involve unique risks specific to the nature of these types of transactions and the currency market. These types of transactions are not suitable for all Customers. Customer should fully understand the nature and extent of exposure to risk of loss, if any, which in some circumstances may significantly exceed the amount of any initial payment made by or to Customer. All decisions to enter into foreign exchange transactions should be made by Customer giving appropriate consideration to Customer’s experience, objectives, financial resources and business environment. 3. Arm’s Length Transactions. Bank is acting solely in the capacity of an arm’s length contractual counterparty and not in the capacity of financial advisor to Customer or fiduciary unless otherwise explicitly agreed in writing and then only to the extent so provided. Page 40 (Effective 06/30/2016) A. FOREIGN EXCHANGE WEB 1. Introduction. Bank may provide foreign exchange services to Customer in connection with U.S. Bank Foreign Exchange Web, a private Internet site owned and operated by Bank (“USB FX Web”). If requested by Customer and agreed to by Bank, Bank will provide USB FX Web services in accordance with this Agreement and other procedures provided to the Customer. Customer agrees that Customer’s use of USB FX Web and all transactions initiated thereby shall be governed by this Section, all other relevant sections of the Agreement, and any other related disclosures provided to Customer, in either paper or electronic format. USB FX Web shall be available only during normal business hours as established by Bank, which may vary by day or location. Notwithstanding anything to the contrary herein, Bank does not confirm that the person authorizing any USB FX Web transaction is an Authorized Signer or is otherwise authorized to conduct any USB FX Web transaction on behalf of Customer. 2. Access Devices. USB FX Web shall be available only during normal business hours as established by Bank, which may vary by day or location. Once Bank has granted Customer access to USB FX Web, System Administrator(s) designated by Customer in the Implementation Documents will be provided with one or more access devices, which may include cards, identification numbers and/or passwords. Customer shall use USB FX Web in accordance with the security procedures set forth in this Agreement. 3. Trades. a. General Procedures. By clicking one or more buttons in USB FX Web, Customer informs Bank that Customer wishes to purchase or sell a stated amount of currency against a second currency on a designated date (“Settlement Date”) either unconditionally or at a displayed exchange rate, if one may be obtained (“Trade”). Any transaction that results following the submission of a Trade shall be Customer’s legally binding obligation. Trades submitted to Bank via USB FX Web shall be effective only upon acceptance by Bank. Bank will establish from time to time specific times of day after which Trades will not be processed on a "same-day" or "next-day" basis. Trades submitted after Bank's deadline will be considered received on the next business day. Deadlines will differ depending on the Trade currency and other factors. Customer is solely responsible for the accuracy and completeness of any settlement instructions delivered to Bank through USB FX Web and such settlement instructions are subject to the concurrence of Bank. Bank shall make reasonable efforts to provide information and status of the terms of any Trade on the USB FX Web site, or by other means established by Bank. Failure by Bank to confirm a Trade for any reason, including without limitation computer malfunction, shall not excuse Customer’s obligations related to any Trade. Bank’s internal records with respect to each Trade shall constitute conclusive evidence of the terms of each Trade. The terms of each Trade shall be incorporated into and become part of this Agreement. b. Payment. Once a Trade has been made, Customer agrees to make payment or delivery of currency to Bank on the Settlement Date of the Trade in accordance with the settlement instructions provided by Customer, plus any applicable fees or charges. Should Customer instruct Bank to settle a Trade by debiting an account, Customer agrees to maintain sufficient available funds in the account to settle on the Settlement Date. Should funds be insufficient to settle the trade on the Settlement Date, Bank reserves the right in its sole discretion to debit any of Customer’s account with the Bank in the amount of Trade, subject to applicable account fees and charges, or to cancel the Trade. c. Cancellation or Change. Customer acknowledges and agrees that Customer shall have no right to cancel or reverse a Trade once submitted. Bank will, however, make reasonable efforts in its sole and complete discretion to cancel or amend the terms of a Trade upon Customer’s request. Should a Trade be successfully canceled or amended, or in the event that a Trade is canceled due to failure by Customer to make settlement on the Settlement Date or failure to provide Bank with complete settlement instructions prior to the Settlement Date of a Trade, Customer agree to reimburse Bank for any breakage costs and other expenses incurred by Bank to cancel or amend the Trade, including any fees imposed for this extraordinary service. Bank reserves the right to adjust the exchange rate on any Trade requiring a new Settlement Date to reflect any costs associated with carrying that Trade to a new Settlement Date. 4. Orders. a. General Procedures. Bank may offer and agree to accept conditional instructions from Customer to Bank to buy or sell a stated amount of foreign exchange against U.S. dollars based upon exchange rate target prices (“Orders”) via USB FX Web. All Orders requests submitted to the Bank through USB FX Web will not become active until accepted by the Bank. Bank in its sole discretion may decline to accept any Order. All Orders must be in liquid, actively traded currencies, and must contain a U.S. dollar component. If an expiration date is not specified, Orders will remain open until filled. Orders must be for an amount of currency equivalent to at least $100,000 U.S. dollars, based upon the exchange rate contained in the Order. Either Bank or Customer may cancel an Order that has been accepted by Bank at any time prior to the execution of that Order. Cancellations, however, must be effected by direct telephone communication between Bank and Customer. Bank shall have a reasonable time to act on any request for cancellation. An Order that has been filled will be binding on the Customer, even if it has not yet been communicated to the Customer as filled. Customer shall have no right to cancel an Order once filled by Bank. Note that there is no single facility, exchange, or system for the exchange of currencies and therefore, prices that fulfill the requirements of Orders may be reached at some place in the world at some time of day that is not apparent to Bank or its agents. Bank and its agents monitor markets and systems that are generally best representative of the primary market for foreign exchange, and can only be responsible for filling Orders based upon prices traded or available in those markets or systems. b. Types of Orders. Two types of Orders may be transacted via USB FX Web. (i) Limit/Profit Orders. Limit/Profit Orders are Orders placed above the current exchange price for sellers and below the current exchange price for buyers. A Limit/Profit Order to sell foreign currency would yield more dollars at the Order price than at the current exchange price and are filled only if wholesale buyers begin bidding for the foreign currency specified in the Order against U.S. dollars at a price equal to or higher than the price stated in the Order. A Limit/Profit Order to buy foreign currency would cost fewer dollars at the Order price than at the current exchange price and are filled if wholesale sellers begin offering the foreign currency specified in the Order against U.S. dollars at a price equal to or less than the price stated in the Order. All Limit/Profit Orders are filled only when they can be filled at a price equal to or better (for the Customer) than the Order price. Limit/Profit Orders for $5,000,000 U.S. dollar equivalent or less will be executed in full, should all the conditions of the Order be met. If Bank or its agents cannot find sufficient liquidity to fill the complete Order at the requested price Limit/Profit, Orders for more than $5,000,000 U.S. dollars may be filled for less than the Order amount, but in no event for less than $5,000,000 U.S. dollars. Orders larger than $5,000,000 U.S. dollar equivalent with an “all or none” limitation may not be placed through USB FX Web. (ii) Stop/Loss Orders. Stop/Loss Orders are Orders placed below the current exchange price for sellers, and above the current exchange price for buyers. A Stop/Loss Order to sell foreign currency would yield fewer dollars at the Order price than at the current exchange price and becomes a market Order to be executed at the next available price(s), when actual wholesale market trades are observed to have been executed at or below the Order price. A Stop/Loss Order to buy foreign currency would cost more dollars at the Order price than at the current exchange price and becomes a market Order to be executed at the next available price(s), when actual wholesale market trades are observed to have been executed at or above the Order price. The fill price may be better than, equal to, or worse than the Order price. A Stop/Loss Order may also be filled at multiple prices. The Customer bears all market risk on a Stop/Loss Order. c. Limited Liability. Bank will rely on market information that it deems adequate and appropriate to determine if, when, and how an Order Page 41 (Effective 06/30/2016) should be executed. However, Order execution is on a best-efforts basis, and no assurance is given that Bank’s traders or agents can or will have access to or even observe every bid, offer, or trade available in the over-the-counter foreign exchange market. Except for manifest error, Bank’s decisions, prices, execution, or non-execution of Orders will be final and conclusive. 5. Foreign Currency Drafts. Bank may offer and agree to provide a service whereby Bank shall act as Customer’s agent to arrange for the payment of foreign drafts issued by the Customer via USB FX Web ("Foreign Drafts"), which are drawn on the Bank's accounts at various banks with which Bank has a correspondent relationship (each a "Drawee Bank"). Foreign Drafts may not exceed the monetary draft limit communicated to Customer by Bank from time to time in writing. Customer shall draw Foreign Drafts only in accordance with the terms of this Agreement and any related procedures. a. Stop Payment Orders. Upon receipt of a stop payment order, Bank shall make reasonable efforts to ascertain whether the Foreign Draft has been paid by the Drawee Bank. If such Foreign Draft has not been paid, Bank will send a stop payment notice to the Drawee Bank. Bank shall have no liability for the Drawee Bank’s payment of a Foreign Draft over a stop payment order processed by Bank or if the stop payment order does not prevent a Foreign Draft from being legally enforceable for any reason. b. Refund; Replacement Foreign Drafts. Customer may request Bank to refund the amount of a Foreign Draft or issue a replacement Foreign Draft (the "Replacement Foreign Draft") if the original Foreign Draft and duplicate, if any, are surrendered to U.S. Bank properly endorsed. If the original Foreign Draft is unavailable, Bank will refund the amount of the Foreign Draft or issue a Replacement Foreign Draft in accordance with the terms of the applicable Lost, Stolen or Destroyed Foreign Drafts Affidavit. Any refund shall be at the U.S. dollar equivalent of the amount of the Foreign Draft based upon Bank's buying rate on the date of the refund, and Bank shall deduct from such refund all expenses or fees incurred by Bank or the Drawee Bank in connection with the refund. If Bank determines that there is no ready market for the currency specified in the Foreign Draft, Bank may decline to make such refund unless and until Bank determines such a market exists. Any Replacement Foreign Draft issued shall be priced at the selling rate for the original Foreign Draft. c. Liability. In addition to liability limitations elsewhere in this Agreement, Bank's liability for any loss or damage shall not exceed the total amount of the fee charged to Customer related to the particular Foreign Draft which gave rise to the loss or damage. Neither Bank nor the Drawee Bank shall be liable for any loss, cost or expenses resulting from the delay in presenting the Foreign Draft for payment or from the refusal or inability of the Drawee Bank to pay the Foreign Draft by reason of any law, decree, moratorium, regulation, compulsion or control of public authority or of domestic or foreign government, de jure or de facto, or any agency thereof, or resulting from declared or undeclared war, censorship, blockade, revolution, insurrection or civil commotion. d. Drafts; Safekeeping. Bank may deliver to Customer from time to time blank draft forms. Customer shall hold all such draft forms and completed drafts in safekeeping until their use in an authorized transaction by authorized personnel. Customer must destroy all canceled or otherwise used forms and notify Bank in accordance with the procedures. e. Fees. Customer agrees to pay any service charges incurred by Bank in connection with this service and charges for special services, such as stop payment orders or expenses incurred in attempting to recover the proceeds of erroneously paid Foreign Drafts. f. Indemnification. Except to the extent caused by Bank's gross negligence or willful misconduct, and except to the extent recovered from the Drawee Bank, the payee or its transferee, Customer shall be liable for and shall indemnify Bank, its directors, officers, employees and agents against any loss, cost or expense (including attorney's fees) arising out of or relating to a Foreign Draft drawn by Customer, including without limitation, the unauthorized completion or use of a Foreign Draft, conversion of a Foreign Draft, regardless of whether the conversion occurs while the Foreign Draft is held by Customer in safekeeping or thereafter, the use of a Foreign Draft for any illegal purpose, the Drawee Bank's payment of a Foreign Draft to a party other than the payee or an authorized transferee, the placement of a stop payment order, the Drawee Bank's failure to honor a timely stop payment order, the Drawee Bank's failure or refusal to pay the Foreign Draft upon presentment, loss of use of funds while recovering a canceled Foreign Draft, errors in the payment of the Foreign Draft, conditions beyond the reasonable control of Bank, exchange rate fluctuations, the insolvency of the Drawee Bank, foreign exchange disruption or suspension caused by political or economic conditions in the Drawee Bank's country or the United States. In the event of any such loss, cost or expense where recovery may be made against persons in the Drawee Bank's country, Bank will make reasonable efforts to assist Customer in attempting to obtain a recovery from those persons; provided, however, that Customer agrees to pay the expense of such recovery efforts, including attorney's fees, and assumes the risk of loss if the recovery efforts do not succeed. Customer’s indemnity obligations shall survive any termination of this Agreement. 6. Funds Transfers. Customer authorizes Bank to execute and charge the designated Customer account(s) for wire transfer payment orders delivered to Bank via USB FX Web. Customer agrees that all such wire transfer payment orders will be governed by the relevant Sections of this Agreement. 7. Representations and Warranties. Customer represents and warrants to Bank as of the date of this Agreement and as of the date of each Trade that: (i) Customer is authorized to enter into this Agreement and any Trade, (ii) the persons entering into the Agreement (and each Trade) on Customer’s behalf have been duly authorized to do so, (iii) the Agreement (and each Trade) is binding and enforceable against Customer in accordance with its terms, (iv) no Termination Event has occurred or is continuing and (v) Customer is acting as principal with respect to each Trade. 8. Close-Out Events. Each of the following events shall constitute a close-out event under this Agreement (each a “Close-Out Event”): (i) failure by Customer to pay Bank for any amounts due under this Agreement or any Trade, (ii) any voluntary or involuntary insolvency proceeding (including without limitation any proceeding under any bankruptcy, insolvency or other similar laws governing the operations of Customer) shall have been commenced against Customer, (iii) Customer fails, or is otherwise unable, to pay its debts as they become due, (iv) Customer disaffirms, disclaims or repudiates any Trade, (v) any representation made by Customer under this Agreement shall prove to have been false or misleading in any material way at the time that it was made, (vi) Customer shall be in default of any agreement between Customer and Bank or its subsidiaries or affiliates. 9. Rights Upon Close-Out Event. If a Close-Out Event has occurred, Bank shall have the right to terminate this Agreement and, upon notice to Customer, close out all outstanding Trades on a date specified by Bank (the “Close-Out Date”). In such event, Bank shall liquidate such Trades by calculating in good faith the gain or loss of all Trades as follows: (i) determine the close out amount of each Trade, which shall be equal to the sum of the face value of each Trade in a particular currency with a Settlement Date that is the same or later than the Close-Out Date and the face value of each Trade in the same currency with a Settlement Date prior to the Close-Out Date, plus interest at the overnight LIBOR rate from and including the Settlement Date, but excluding the Close-Out Date, (ii) convert the close out amount of each group of like currency Trades into United States Dollars at the rate of exchange at which, at the time of the calculation, Bank may buy U.S. Dollars with or against currency of each closed out Trade and (iii) determine for each Trade the sums that would have been owed by Customer to Bank and the sums that would be owed by Bank to Customer (adjusted to present value by discounting the gain or loss at overnight LIBOR from and including the Settlement Date, but excluding the Close-Out Date). The preceding amounts shall be aggregated, so that all such amounts are netted into a single liquidated amount payable to or by Bank. Customer shall pay on demand any amounts owing to Bank pursuant to this section and Bank’s calculations shall be conclusively binding against Customer, absent manifest error. Page 42 (Effective 06/30/2016) B. FOREIGN CURRENCY ACCOUNTS 1. Introduction. If requested by Customer and agreed to by Bank, Customer may open a Foreign Currency Account (“FCA”) at either U.S. Bank National Association (“Standard FCA”) or U.S. Bank National Association, Cayman Branch (“Cayman FCA”). 2. Permitted Deposits. Bank may accept the following for deposit into a FCA: a. Proceeds of matured foreign exchange purchase contracts; b. Proceeds of foreign currency denominated letters of credit or collection; c. Incoming international funds transfers; d. Proceeds of loan disbursements; or e. Checks and other items subject to collection may not be available until funds are received by Bank. Bank will not accept currency or coin for deposit into a FCA. Deposits not specifically enumerated above may be allowed if agreed to by Bank in writing. Only collected and verified funds can be deposited into a FCA, whereupon funds will be immediately available for withdrawal or transfer by Customer. 3. Withdrawals. Customer can make withdrawals out of a FCA in the following ways: a. Settlement of a foreign currency exchange sale contract; b. Negotiation of foreign currency denominated letters of credit or collection; c. Outgoing international funds transfers by wires initiated in accordance with Bank procedures; or d. Payment of a foreign currency loan. Each of these methods of making a withdrawal will result in an immediate debit to the FCA for the entire amount Customer has elected to withdraw from such FCA. 4. Interest. Interest rates offered on Standard FCAs and Cayman FCAs are determined in Bank’s discretion based on the applicable currency. Such interest rates may be set at zero or at a negative interest rate. Interest is calculated based on the average daily balance method. The average daily balance method is an annualized rate that reflects the relationship between the amount of interest each fiscal month and the average daily balance in the account for such fiscal month. 5. Denomination. Customer will elect the denomination of each FCA on a separate account opening document. Transfers of funds into and out of a FCA in the currency in which that particular FCA is denominated will be made without regard to the equivalent value of that sum of foreign currency in U.S. Dollars or other foreign currencies. Transfers of funds into and out of a FCA in a currency other than the currency in which that particular FCA is denominated may be accommodated by the Bank in its discretion. Such transfers will be made at the prevailing exchange rate determined by Bank. 6. Non-Business Days. In addition to Non-Business Days specified in the Agreement, there will occasionally be other days on which Bank cannot process or complete a transaction due to holidays in foreign countries (including, but not limited to, Cayman Island holidays with respect to Cayman FCAs). 7. Other Terms. Bank may refuse a deposit, limit the amount which Customer may deposit, return all or any part of a deposit, or require that Customer close a FCA at any time. Bank may also close a FCA without prior notice and remit to Customer any balance remaining after taking into account all pending debits and charges against such FCA.. 8. Foreign Currency Account Risks. Investing in any currency other than the base currency of the Customer carries risk. The value of the balances in such accounts may be significantly affected by changes in currency exchange rates. Some other risks of maintaining foreign currency balances include, but are not limited to: the effects of a different economic system in a foreign country, future political and economic developments, possible imposition of exchange controls or other government restrictions, and with respect to certain countries, the possibility of expropriation or confiscatory taxation, political or social instability, or diplomatic developments which could adversely affect the value of the currency. Should Bank’s balances in a foreign country become blocked or withdrawals by Bank become otherwise restricted, Customer’s funds in the FCA will likewise be blocked or otherwise restricted. WHILE DEPOSITS IN STANDARD FCAS MAY BE INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) UP TO A MAXIMUM AMOUNT ALLOWED BY LAW, CUSTOMER IS NOT PROTECTED BY BANK AGAINST FOREIGN CURRENCY EXCHANGE RATE FLUCTUATIONS OR FROM INABILITY TO ACCESS FUNDS FROM FOREIGN REGULATIONS BY THE FDIC INSURANCE, OR ANY OTHER INSURANCE OR GUARANTY PROGRAM. CUSTOMER ASSUMES ALL RISK OF LOSS ARISING FROM ANY ACTION TAKEN WITH RESPECT TO THE CAYMAN FCAs BY THE GOVERNMENT OF THE CAYMAN ISLANDS OR ANY SOVEREIGN OR MILITARY POWER (DE FACTO OR DE JURE). IN THE UNLIKELY EVENT OF BANK FAILURE, THE BALANCES RESIDING IN CUSTOMER’S CAYMAN FCA WILL NOT BE DEEMED “DEPOSITS” UNDER RULES PROMULGATED BY THE FDIC AND WILL THEREFORE NOT BE INSURED BY THE FDIC. CUSTOMER’S CLAIM FOR FUNDS HELD IN THE CAYMAN FCA WILL BE TREATED AS UNSECURED GENERAL CREDITOR CLAIMS. 9. Limitations on Liability. In addition to other limitations on liability set forth in this Agreement, Customer expressly releases and holds harmless Bank, and its affiliates, agents and employees, from any liability, loss, damage or claim related to currency exchange rates or fluctuations in value of the currency in which the applicable FCA is denominated with respect to the U.S. Dollar and other currencies. Customer hereby assume all risks related to currency exchange rates and fluctuations in currency values, including that the foreign currency in a FCA might be worthless, in U.S. Dollars or other foreign currencies, than the U.S. Dollar or other foreign currency equivalent of such funds at the time deposited into the FCA. Bank makes no warranty and no representation about the value of any FCA balance at any time. Page 43 (Effective 06/30/2016) VI. TERMS APPLICABLE TO SPECIFIC MONEY CENTER AND SAFEKEEPING SERVICES The following are additional terms and conditions applicable to specific Money Center and Safekeeping Services offered by Bank. Bank may change the number or type of Services offered at any time. Customer shall not be bound by the terms and conditions for the specific Services described in this Section VI to the extent Customer is not using such Service(s). A. INVESTMENT AND DEPOSITORY SERVICES From time to time, Customer may purchase through or from and/or sell to or through Bank certain Securities (defined below), or may make Time Deposits (defined below) at Bank through Bank’s Money Center Department (the “Money Center Department”). All such transactions shall be effected upon the following terms and conditions. 1. Definitions. a. “Securities” means all bankers’ acceptances, certificates of deposit issued by financial institutions other than Bank, commercial paper, government securities as defined by the Securities Exchange Act of 1934 (“Act”), municipal securities (as defined by the Act), securities sold subject to repurchase agreements, and all other investment securities or products now or hereafter offered by Bank to Customer, other than Time Deposits. b. “Time Deposit” means any time deposit now or hereafter maintained by Bank for Customer through the Money Center Department. c. “Confirmation” means the confirmation statement described in paragraph 6 of this Section VI(A) below. d. “Settlement Account” means any settlement account designated by Customer in a written notice delivered to Bank. e. “Variable Debit” means the amount by which a debit to a Settlement Account differs from the amount of the immediately preceding debit. 2. Capacity of Bank; Compensation. a. In General. In any transaction governed by this Section VI(A), Bank may be acting as principal, riskless principal, or agent. Bank’s capacity in any transaction involving Securities is indicated on the Confirmation. b. Transactions as Principal. When acting as a principal in transactions involving Securities, Bank will either buy Securities for its own account or sell for its own account Securities owned by Bank, whether such Securities are bought before or after receiving Customer’s order. In such transactions, Bank’s compensation, if any, is reflected in the price at which Bank buys and sells the Securities. c. Transactions as Riskless Principal. When acting as a riskless principal in transactions involving Securities, Bank will, after receiving an order to buy or sell Securities from Customer, buy or sell Securities for its own account to offset a contemporaneous sale to or purchase from Customer. In such transactions Bank’s compensation, if any, is reflected in the price at which Bank buys and sells the Securities. d. Transactions as Agent. When acting as Customer’s agent, Bank will buy or sell Securities solely for Customer’s account. In such transactions, Bank’s compensation due from Customer, if any, is the amount of agency service charge indicated on the Confirmation. e. Additional Fees. In addition to compensation received as a principal, riskless principal, or an agent, Bank (and the financial institution maintaining the Settlement Account, if other than Bank) may charge additional fees for services related to a transaction as specified in the current fee schedule as provided to Customer, which may be amended from time to time upon notice to Customer. f. Other Compensation. Bank shall not be prohibited from contracting for and receiving a fee or other compensation from any other party in connection with any transaction hereunder, and any such fee or compensation from such other party shall be in addition to, and shall not be applied as a reduction of, any fee or compensation due from Customer to Bank. Such additional compensation may include, without limitation, applicable advisory, custodial, distribution and/or shareholder service fees (which may be paid as 12b-1 service fees) that Bank or its affiliates may receive from various mutual funds and/or mutual fund service providers, based upon moneys invested in the funds, and Customer acknowledges that those fees may be paid to Bank for such services. 3. Transaction Requests. Each transaction will be made pursuant to Customer’s verbal or written request, or electronically via a trading system provided or approved by Bank. Customer may give written instructions to Bank via email by sending such instructions to Bank’s email address of record, in accordance with the delivery requirements of this Section VI(A), as designated from time to time by Bank. In the event transaction requests are submitted to Bank via email, Bank is authorized to act upon any such transaction request received immediately upon receipt thereof. Bank is under no obligation to deliver to Customer acknowledgement that it has received Customer’s transaction request received via email. Bank may reject, refuse to honor, or reverse all or any portion of any transaction request with or without notice. All claims against Bank for failure to properly follow the instructions of Customer must be made within sixty (60) days from the date on which the instructions were received by Bank or such claims are expressly waived by Customer. Customer acknowledges that with respect to certain money market, mutual fund or other similar investments that Customer may acquire through Bank, such funds may from time to time have an ownership interest in securities issued by Bank or its affiliates. If on or before the settlement date, Customer fails to pay in full for any security purchased or fails to deliver security sold, Bank is authorized in its discretion and without notice or demand to take any one or more of the following actions: cancel the transaction; sell the securities covered thereby; ‘buy-in’ securities or other property required to make delivery; charge Customer’s Settlement Account for the amount due; hold Customer liable for any resulting loss, including but not limited to, the interest cost to carry any securities purchased; or impose fees. 4. Settlement Account. Unless otherwise specified, Customer unconditionally authorizes, empowers, and directs Bank (and any financial institution maintaining the Settlement Account) to: (i) debit the Settlement Account on the settlement date indicated on the Confirmation for the full amount of each transaction effected under this Section VI(A) (including all fees and charges payable hereunder), notwithstanding that such debit may cause the Settlement Account to be overdrawn; and (ii) credit the Settlement Account with interest payments, maturity payments or other appropriate payments. Customer represents that no party other than the individuals designated from time to time by Customer to Bank as having such authority is required to authorize the Money Center Department to debit or credit the Settlement Account. Customer authorizes the financial institution maintaining the Settlement Account to accept debit and credit entries to the Settlement Account until this authorization is cancelled in writing through written notification of its termination in sufficient time and in such manner as to allow the financial institution maintaining the Settlement Account and the Money Center reasonable opportunity to act on it. If Customer is a consumer, Customer acknowledges that it has the right to receive notice from the Money Center Department of a Variable Debit (as defined above) 10 days prior to such debit, however, Customer hereby elects not to receive such notice when the Variable Debit is between $1 and $100,000,000. 5. Delivery. Pursuant to instructions given in a manner consistent with paragraph 3 of this Section VI(A), Customer shall direct the delivery of any Securities purchased hereunder to any account set forth in such instructions, which account may be a safekeeping account maintained at Bank, in which case such Securities will be held in accordance with the Safekeeping Terms And Conditions set forth in Section VI(B) below. If Customer shall otherwise direct the delivery of any Securities that are being sold by Bank subject to a repurchase agreement, Bank shall have the right to require that such Securities be delivered to a third-party bailee selected by Bank to hold such Securities, subject to the rights and obligations of Customer and Bank hereunder. With respect to Time Deposits, Bank will issue no certificate, passbook, or any other evidence of deposit except for the Confirmation. 6. Confirmation Statements. Promptly after effecting any transaction pursuant to this Section VI(A), Bank will deliver to Customer (via mail, fax, email, or other electronic means, including without limitation posting to a password protected website) a confirmation statement (the “Confirmation”) which shall identify Bank and Customer and specify the trade and settlement dates of the transaction, the issuer and par amount Page 44 (Effective 06/30/2016) of any Securities or the principal amount of any Time Deposit, the interest rate or discount rate applicable to any Securities or Time Deposit, the maturity date of the transaction, the capacity of Bank as principal, riskless principal or agent, any terms and information required by applicable law, and any other terms and information which Bank may include at its sole and absolute discretion. The information contained on the Confirmation shall be considered true and correct and conclusively binding upon Customer unless Customer notifies Bank of any error therein within three (3) business days after the date the Confirmation is deemed as delivered to Customer pursuant to paragraph 14 of this Section VI(A) below. 7. Disclosures, Notices and Other Account Information. All disclosures, notices and other Customer account information from Bank may be delivered to Customer in electronic form (including, without limitation posting to a password protected website) to the extent Customer elects to receive such information through electronic delivery, subject to the Terms and Conditions of Electronic Delivery set forth in Section VI(C) below. Customer agrees that sending information in this manner will constitute good and effective delivery of the information to Customer, regardless of whether Customer actually accesses the website or other electronic medium containing the information. 8. No Representation or Warranty. Customer acknowledges and agrees that Bank makes no representation or warranty, express or implied, with respect to the validity, enforceability, collectability, or investment quality of any Securities sold hereunder. 9. Interest on Time Deposits. All Time Deposits will earn interest from the date of deposit until their respective maturity dates computed at the rate and in the manner established by Bank from time to time. Bank will advise Customer of the applicable interest rate at the time that the request for the Time Deposit is made. 10. Early Withdrawal of Time Deposits. Customer agrees that each Time Deposit will remain on deposit with Bank until the maturity date thereof. A penalty may be imposed if Customer withdraws the principal of any Time Deposit before the maturity date thereof. The amount of such penalty will be specified in the current fee schedule, which may be amended from time to time. 11. Repurchase Transactions. Customer shall not be entitled to purchase any Securities which are government securities, subject to Bank’s agreement to repurchase, and to be held by Bank for the account of Customer, unless Customer shall first have executed and delivered to Bank a written repurchase agreement, in substance satisfactory to Bank, governing such repurchase transaction. In the event of any conflict between the terms of such written repurchase agreement and the terms of this Section VI(A), the terms of such written repurchase agreement shall control. 12. Joint Accounts. In the event that any account opened hereunder is a joint account for more than one Customer (each such Customer hereafter called a “Co-Tenant”), all Co-Tenants jointly and severally agree that any one Co-Tenant shall have authority on behalf of the joint account (i) to buy, sell, and otherwise deal in Securities at Bank and to establish Time Deposits at Bank through Bank; (ii) to receive on behalf of such joint account Confirmations and all other demands, notices, reports, statements of account and communications of every kind; and (iii) to deal with Bank on behalf of such joint account as fully and completely as if such Co-Tenant alone were interested therein, all without notice to the other Co-Tenant(s). Bank is authorized to follow the instructions of any Co-Tenant given in accordance with paragraph 3 of this Section VI(A) in every respect concerning such joint account and is under no duty to inquire into the purpose or propriety of any such instruction. The liability of each Co-Tenant with respect to such joint account shall be joint and several. Any notice sent to one Co-Tenant shall be deemed to be notice to all Co-Tenants. If conflicting instructions are received from a Co-Tenant (whether one or more), Bank may, at its sole and absolute discretion, take any of the following actions: (a) choose which instructions to follow and which to disregard; (b) suspend all action in the account until written instruction signed by all owners is received; (c) close the account and deliver all securities and other property, net of debits or liabilities, to the address of record; and/or (d) take other appropriate legal action. 13. Amendment; Termination. Notwithstanding the provisions set forth in paragraph 28 of Section II above, Bank may amend the terms set forth in this Section VI at any time in any respect, effective upon thirty (30) days prior notice to Customer and Customer or Bank may terminate the Service(s) described in this Section VI at any time effective upon notice to the other party. If any Service described in this Section VI is terminated for any reason, Customer will continue to be responsible for any obligation incurred by Customer prior to termination. 14. Notices. All Confirmations, notices, or other disclosures or communications from Bank to Customer shall be deemed delivered upon transmission of fax, email, or other electronic communication to Customer or upon five (5) business days after the date of deposit in the United States mail, postage prepaid, and addressed to the mailing or email address provided to Bank. All written confirmations, notices, instructions, or other communications from Customer to Bank shall be sent to the attention of Customer’s Money Center Department representative at such address designated by Bank from time to time. 15. No Investment Advice. Customer acknowledges that Bank will not provide supervision, recommendations or advice to Customer in connection with the investment, purchase, sale, retention, or other disposition of any Securities. 16. ERISA. If assets of an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), are intended to be deposited, invested or used by Customer in a transaction under this Section VI(A), Customer shall notify Bank prior to effecting that deposit, investment or transaction and will provide Bank with any additional information as Bank may reasonably request. Customer represents and warrants to Bank that any deposit, investment, or transaction pursuant to this Section VI(A) shall not result in a prohibited transaction under ERISA or shall otherwise be exempt, and Customer further agrees to indemnify and hold Bank harmless from any loss or claim arising therefrom. Page 45 (Effective 06/30/2016) B. SAFEKEEPING TERMS AND CONDITIONS From time to time, Customer may open a safekeeping account or accounts through Bank’s Safekeeping Department (the “Safekeeping Department”) to hold Securities, including Securities purchased to or through the Money Center, and Bank and Customer agree that such accounts and any Securities held therein will be subject to the following terms and conditions. 1. Custody of Securities. Bank agrees to hold and keep as custodian hereunder all securities that Bank has agreed to accept for the account of Customer (“Safekept Securities”) and to deliver such Safekept Securities as Customer directs pursuant to the terms and conditions as described below. Bank in its discretion may refuse to accept any security for safekeeping and in any case will not accept any security for safekeeping unless it is fully paid for or good funds are available to Bank to pay for any such unpaid security. 2. Customer Instructions. Bank is authorized to accept, act upon and rely upon all written instructions given by Customer or those Authorized Users designated from time to time by Customer to Bank as having such authority as provided in accordance with this Agreement. Customer hereby represents and warrants that each Authorized User is authorized to give instructions to Bank. Customer may give written instructions to Bank via email by sending such instructions to Bank’s email address of record (as may be designated from time to time by Bank) and Bank is authorized to act upon any such transaction request received immediately upon receipt thereof. Bank is under no obligation to deliver to Customer acknowledgement that it has received such instructions via email. Bank shall not be liable in any manner if it executes any oral or written instruction that comes from Customer or its Authorized User. All claims for failure to properly follow the instructions of Customer or the Authorized User must be made within thirty (30) days from the date on which the instructions were received by Bank or such claims are expressly waived by Customer. 3. Securityholder Information. Unless otherwise required by law or pursuant to written instructions, in no event shall Bank be responsible to take any action concerning any puts, calls, conversions, exchanges, reorganizations, offers, tenders or other corporate actions or similar matters relating to Safekept Securities other than to forward to Customer or its Authorized User all information received by Bank relating to any such transaction. Customer agrees that its instructions to Bank with respect to any such actions shall be in writing and delivered to Bank within sufficient time for Bank to act thereon if any action is required. Bank shall forward to Customer at Customer’s address so provided to Bank any proxies, financial statements or written notices received by Bank relating to Safekept Securities held on behalf of Customer. All proxies and proxy material received by Bank relating to Safekept Securities are to be voted by Customer or per Customer’s timely written instructions to Bank. Safekept Securities called for redemption prior to maturity will be presented for payment provided the trustee gives Bank adequate notice of redemption. Should any Safekept Security be called for partial redemption by the issuer of such security, Bank is authorized to accept the allocation applied by any central depository. If Bank has to allocate any redemption among its accounts, Bank shall allot the redemption proceeds in any manner it deems fair and equitable in its sole discretion. 4. Registration and Third Party Depositories. Bank shall register Safekept Securities in nominee name, and may from time to time change the registration of Safekept Securities from nominee name to Customer’s name or vice versa; provided that Customer timely completes any necessary documentation provided by Bank to change the registration of the Safekept Securities. Safekept Securities held in nominee name may be deposited with The Depository Trust Company or other third party depository acceptable to Bank. Securities that are depository eligible will be held at the depository in the depositor’s nominee name. 5. Collection of Income and Principal. Bank shall collect and receive the interest, principal and other income payable in connection with the Safekept Securities and shall pay any amounts so collected or received to, or credit the account of, Customer so specified to Bank or any other settlement account subsequently designated by Customer to Bank (the “Settlement Account”). Bank shall not be obligated (a) to pay to or credit the account of Customer with any payment of interest, principal or other income until Bank receives such payment in immediately available funds, or (b) to institute or participate in any collection proceedings or other proceedings to enforce Customer’s rights relative to any Safekept Securities or to pursue any remedies on behalf of Customer. Bank is authorized to sign on behalf of Customer any declarations, affidavits, certificates of ownership or other documents relating to securities held by Bank in nominee name that are now or may hereafter be required with respect to all coupons, registered interest, dividends or other income. 6. Settlement Account. Unless otherwise specified, Customer unconditionally authorizes, empowers, and directs Bank (and any financial institution maintaining the Settlement Account) to (i) debit the Settlement Account on the settlement date indicated on the confirmation for the full amount of each transaction effected under this Section VI(B) (including all fees and charges payable hereunder), notwithstanding that such debit may cause the Settlement Account to be overdrawn and (ii) credit the Settlement Account with interest payments, maturity payments or other appropriate payments. Customer represents that no party other than those individuals so designated from time to time as having such authority is required to authorize the Safekeeping Department to debit or credit the Settlement Account. Customer authorizes the financial institution maintaining the Settlement Account to accept debit and credit entries to the Settlement Account until this authorization is cancelled in writing through written notification of its termination in sufficient time and in such manner as to allow the financial institution maintaining the Settlement Account and the Safekeeping Department reasonable opportunity to act on it. If Customer is a consumer, Customer acknowledges that it has the right to receive notice from the Safekeeping Department of a Variable Debit (as defined below) 10 days prior to such debit, however, Customer hereby elects not to receive such notice when the Variable Debit is between $1 and $100,000,000. “Variable Debit” means the amount by which a debit to a Settlement Account differs from the amount of the immediately preceding debit. 7. Return of Payments. Customer will repay Bank, or Bank may credit Customer’s Settlement Account, in the event that for any reason: (i) Bank is required to return to the issuer or to a third party any payments; (ii) Bank fails to receive from the issuer or appropriate other party a payment Bank paid to Customer in respect of Safekept Securities; or (iii) Bank must return to the issuer or appropriate other party a payment Bank paid to Customer in respect of Safekept Securities. 8. Receipt and Delivery of Securities. Bank shall not be liable or responsible for or on account of any act or omission of any broker or other Agent designated by Customer or, in the absence of such designation, selected by Bank to receive or deliver Securities for the account of Customer. 9. Withdrawal of Securities. Any and all Safekept Securities may be withdrawn from Bank at any time upon a written order or receipt signed by Customer or its Authorized User. Withdrawal or delivery of securities is subject to availability (e.g., among other reasons, securities involved in a corporate action or in frozen status, restricted securities, or pledged securities may not be available for withdrawal or delivery). 10. No Investment Advice. Customer acknowledges that Bank will not provide supervision, recommendations or advice to Customer in connection with the investment, purchase, sale, retention or other disposition of the Safekept Securities. 11. Standard of Care. Bank shall use reasonable care in carrying out its duties under this Section VI(B). For purposes of this Section VI(B), “reasonable care” shall mean the same degree of care and protection that Bank gives to its own property. Customer shall indemnify and hold harmless Bank, its directors, officers, employees and agents, for and against all claims, losses, liabilities and expenses of any nature or kind, including, without limitation, Bank’s reasonable legal fees and any and all expenses arising from any claim of any party resulting from any actions taken by Bank pursuant to this Section VI(B). Bank shall not be liable, directly or indirectly, for any damages or expenses arising out of the services Bank provides in accordance with this Section VI(B) except where Bank fails to act in good faith or in accordance with reasonable commercial standards of banking business. In no event shall Bank be liable for special, consequential or punitive damages even when Bank has been advised of the possibility of such damages. 12. Fees and Expenses. Customer shall pay to Bank such fees as shown on the current fee schedule, which may be amended from time to Page 46 (Effective 06/30/2016) time by Bank. If the fee schedule is amended, the amended fees will apply to any Safekept Securities being held in safekeeping at that time. In addition, Customer shall reimburse Bank for its commercially reasonable out-of-pocket expenses, including, but not limited to: postage, insurance, registration fees, wire fees, and other fees incurred by Bank in connection with the Safekept Securities and its services provided under this Section VI. If Customer fails to pay Bank any sums due under this Section VI within 30 days after a written late notice is sent to Customer by Bank, Bank shall be entitled to exercise any one or more of the following options: a. to offset any sums due against any funds of Customer on deposit with Bank; b. to offset any sums due against any interest, principal or other income received or to be received for Customer’s safekeeping account or accounts maintained pursuant to this Agreement; c. to terminate this Agreement and return the Safekept Securities to Customer at Customer’s expense; and d. to avail itself of any other remedy it may have in law or in equity. 13. Record and Taxes. Bank shall maintain records of Customer’s account and provide Customer with a Confirmation/Custody Receipt for all Safekept Securities following delivery to Bank and periodic statements of Safekept Securities on deposit with Bank. Bank will also send to Customer such notices and reports required by law. Customer understands and agrees that it is Customer’s obligation to prepare and file all required tax returns and to pay all taxes due on any income Bank collects for Customer. 14. Subaccounts. If Customer notifies Bank that Customer’s account is a master account for multiple underlying accounts (the “Subaccounts”) of Customer’s customers or other parties, the underlying owners of the Subaccounts shall not be deemed as third-party beneficiaries under this Safekeeping Agreement and Bank shall have no duties or obligations to those parties. Bank will conduct tax reporting as if Customer, and not Bank, was the applicable payor of the Subaccounts and Customer will be responsible for all fees and penalties imposed by relevant taxing authorities due to inaccurate reporting. 15. Amendment or Termination of Services. a. Except as provided in paragraph 12 of this Section VI(B), the provisions of this Section VI(B) may be amended only by written amendment executed by both Customer and Bank; provided, however, that the terms of this Section VI(B) may also be amended by Bank if Bank gives written notification of such amendment to Customer and Customer does not terminate its use of Services described in this Section VI(B) within 30 days of such notification. Customer agrees that failure to so terminate such Services constitute consent to such amendment. The Services provided pursuant to this Section VI(B) may be terminated at any time either by Customer or by Bank upon written notification to the other, whereupon all Safekept Securities shall be delivered or surrendered to Customer upon a written order or receipt signed by Customer or its Authorized User; provided, however, that Bank may offset any sums due Bank as provided in paragraph 12 of this Section VI(B). Such delivery and the termination of Services shall release Bank from all further liability and responsibility under this Section V(B). b. The provisions of this Section VI(B) shall be continuous and shall survive any temporary or intermittent closing of any safekeeping accounts with Bank, and shall replace and substitute any prior agreement regarding the subject matter hereof between Bank and Customer despite language in such prior agreement that such prior agreement was continuous. c. The provisions of this Section VI(B) or any of Bank’s rights and obligations hereunder shall be assignable by Bank to any entity affiliated by common control with Bank or to any successor of Bank upon merger, consolidation, reorganization or otherwise. This Agreement shall not be assignable by Customer. The provisions of this Section VI(B) shall inure to the benefit of and be binding upon Bank, its successors and assigns and Customer, his/her heirs, administrators, executors, successors and assigns. 16. Written Confirmation, Notices, Instructions and Other Communications. All Confirmations, notices, or other disclosures or communications from Bank to Customer shall be deemed delivered upon transmission of fax, email, or other electronic communication to Customer or upon five (5) business days after the date of deposit in the United States mail, postage prepaid, and addressed to the mailing or email address provided to Bank. All written confirmations, notices, instructions, or other communications from Customer to Bank shall be sent to the attention of Customer’s Safekeeping representative at such address designated by Bank from time to time. Page 47 (Effective 06/30/2016) C. TERMS AND CONDITIONS FOR ELECTRONIC DELIVERY The following sets forth the terms and conditions of use of Bank’s electronic delivery and notification service (the “Electronic Delivery Service”) in connection with account(s) with the Money Center Department or Safekeeping Department. The Electronic Delivery Service described in this Section VI(C) shall constitute an Internet Service as defined in Section III of this Agreement and shall be subject to the terms set forth therein, as well as any other agreements between Customer and Bank and any applicable laws or regulations. If there is a conflict between the terms and conditions set forth in this Section VI(C) and the terms and conditions of any other section of this Agreement or any other agreement between you and us as they relate to the Electronic Delivery Service, the terms and conditions set forth herein will control. 1. Electronic Delivery of Documents. Customer may elect to receive Account Communications (defined below) related to your account(s) electronically. All Account Communications will be delivered electronically by posting to Bank’s password protected website designated for Customer’s account(s) or, at Bank’s election, delivered via electronic mail to the email address provided by Customer to Bank. “Account Communications” include, without limitation, all current and future account statements, trade confirmations, security notices, maturity notices, prospectuses, offering and disclosure documents, shareholder communications (such as quarterly, semi-annual and annual reports, proxy statements, etc.), regulatory communications and other information, documents, data, notices and records regarding Customer’s account(s) with Bank. Bank may, from time to time, designate additional Account Communications that are then eligible for electronic delivery through the Electronic Delivery Service, the delivery of which will then be subject to these terms and conditions. From time to time, Bank may add to, modify or delete any feature of the Electronic Delivery Service or Account Communications eligible for delivery through the Electronic Delivery Service at its sole discretion. Customer acknowledges and agrees that by being enrolled in the Electronic Delivery Service, Customer will no longer receive Account Communications by mail that is otherwise available for delivery as part of the Electronic Delivery Service. 2. Accessing Account Communications. Bank will notify Customer via email when Account Communications are posted. Bank may also provide, in its sole and absolute discretion, Account Communications directly via email. Customer may access all Account Communications for at least thirty days from the date of initial posting. Customer acknowledges and agrees that all Account Communications will be deemed to constitute good and effective delivery to Customer upon posting, regardless of whether Customer actually or timely receives or accesses the Account Information, or if Account Communications are delivered directly to Customer via email, when so delivered. 3. Changes in Delivery Method. Customer must notify Bank if it wishes to discontinue the Electronic Delivery Service. Following Bank’s receipt of such notice and after Bank has a reasonable opportunity to act on such notice, Customer will thereafter begin to receive mailed Account Communications beginning with your next statement cycle and/or mailed confirmation statements. 4. Reporting Unauthorized Transactions or Erroneous Statements. Customer agrees to promptly and carefully review all Account Communications as and when delivered and notify Bank via telephone within three business (3) days of delivery (unless otherwise expressly provided for in the applicable customer agreement or safekeeping agreement) if Customer objects to the information provided. Absent such timely objection, Bank shall treat such information as accurate and conclusive. 5. Third Party Services. Customer acknowledges and agrees that receipt of email notifications when Account Communications are posted may be delayed, or prevented by factors affecting Customer’s or Bank’s Internet service provider(s), phone operator(s), and such other similar entity (“Third Party Service Providers”). Bank makes no representations or warranties whatsoever with regard to the products and services offered by such Third Party Service Providers and shall not be liable for any loss caused, in whole or in part, by a Third Party Service Provider. 6. International Use. Bank makes no representations or warranties that any content or use of the Electronic Delivery Service is appropriate or available for use in locations outside the United States and accessing the Electronic Delivery Services from territories where its contents or use is illegal and is prohibited by Bank. If Customer accesses the Electronic Delivery Service from locations outside the United States, Customer does so at its own risk. Customer is responsible for compliance with all local laws. 7. Proprietary Rights; Materials; Trademarks. All content included or available through the Electronic Delivery Service (other than Customer’s account information), such as advertisements, test, graphics, logos, button icons, images, audio clips and software, is the property of Bank and/or third parties and is protected by copyrights, trademarks or other intellectual property rights. The compilation (meaning the collection, arrangements and assembly) of all content on the Electronic Delivery Service is the exclusive property of Bank and/or its licensors and is protected by copyrights or other intellectual property rights. The trademarks, logos, and service marks displayed on the Electronic Delivery Service (collectively, “Trademarks”) are the registered and unregistered Trademarks of Bank or third parties. Under no circumstances may Customer use, copy, alter, modify or change these Trademarks. Nothing contained on the Electronic Delivery Service should be construed as granting by implication or otherwise any license or right to use any Trademark without the express written permission of Bank or the third party that has rights to such Trademark, as the case may be. Proforma Account Analysis Page 1 of 5 CITY OF BOZEMAN Consolidated Analysis Summary Lead Account Number Account ending 6248 Earnings Credit Rate 0.50% Negative Collected Rate 8.25% Current Month Multiplier 2,400.00 Settlement Frequency ANNUAL Balance Summary Average Collected Balance = 6,443,773.90 Settlement Analysis Collected Balance Available for Earnings Credit Services = 6,443,773.90 Earnings Credit @ 0.5%2,684.91 Earnings Credit Based Service Charges - 3,340.51 Current Month Surplus/(Deficit) Position = (655.60) Net Service Charges $655.60 Unit Total Service Volume Price Price Depository Services Account Maintenance 5 $ 0.00 -$ Stmt w/Ck Front & Back Images 4 $ 0.00 -$ Stmt w/Ck Ft & Bk & Dep Images $ 0.00 Paper Credits 252 $ 0.08 20.16$ Electronic Credits 444 $ 0.08 35.52$ Paper Debits 785 $ 0.09 70.65$ Electronic Debits 41 $ 0.08 3.28$ Combined Transactions/Items 8,648 $ 0.00 -$ Reject Checks Paid For First 50 Per Acct 11 $ 0.00 -$ For Over 50 Per Acct $ 0.60 -$ Deposited Item 6,995 $ 0.05 349.75$ Rejected Preencoded Dep Item 1 $ 0.60 0.60$ Returned Deposited Items 3 $ 3.00 9.00$ Returned Item Special Instruc $ 0.00 For First 1 1 $ 5.00 5.00$ For Over 1 1 $ 5.00 5.00$ Redeposited Returned Item 4 $ 2.00 8.00$ Returned Item Image Viewed $ 0.10 Returned Item Img Advice View $ 0.10 Deposit Coverage 6,621 $ 0.14575 965.01$ Paper Statement Fee 1 $ 5.00 5.00$ Copy of Check/Deposit Ticket $ 7.00 Stmt-Number of Images February 2018 Proforma Account Analysis Page 2 of 5 Unit Total Service Volume Price Price For First 100 Per Acct 100 $ 0.00 -$ For Over 100 Per Acct 1,468 $ 0.035 51.38$ Subtotal Depository Services 1,528.35$ Account Reconcilement Services SP Positive Pay Only Maint 2 $ 20.00 40.00$ SP Pos Pay Only - per Item 763 $ 0.02 15.26$ Teller Payee Positive Pay $ 0.00 SP Issue/Cancel Input 135 $ 0.11 14.85$ SP Positive Pay Exceptions $ 3.50 SP Issue Mnt Confirm-per File 6 $ 1.00 6.00$ Transmission Input 6 $ 0.00 -$ Payee Positive Pay Maintenance $ 50.00 Payee Positive Pay-per Item $ 0.03 SP Payee Pos Pay Exceptions $ 4.00 Subtotal Account Reconcilement Services 76.11$ SinglePoint SP Current Day - per Acct $ 0.00 For First 1 1 $ 10.00 10.00$ For Over 1 $ 5.00 -$ SP Current Day - per Item 966 $ 0.02 19.32$ SP Previous Day - per Acct $ 0.00 For First 1 1 $ 10.00 10.00$ For Over 1 4 $ 5.00 20.00$ SP Previous Day - per Item 2,847 $ 0.02 56.94$ Monthly DDA Statement TXT $ 1.00 Monthly DDA Statement PDF 5 $ 5.00 25.00$ ACH Return and NOC Report $ 0.00 For First 1 1 $ 0.00 -$ For Over 1 1 $ 1.00 1.00$ ACH Return and NOC Report 2 $ 0.00 -$ SP Token Monthly Maintenance 3 $ 0.00 -$ SP Book Transfer Mo Maint $ 0.00 For First 1 1 $ 0.00 -$ For Over 1 4 $ 0.00 -$ SP Book Transfer-per Transfer 5 $ 0.08 0.40$ SP Mobile Monthly Maint For First 1 1 $ 10.00 10.00$ For Over 1 $ 0.00 -$ SP Stop Payments Mo Maint $ 0.00 For First 1 $ 0.00 For Over 1 $ 0.00 SP Stop Payments-per Stop $ 0.00 For First 10 Per Acct $ 5.00 For Over 10 Per Acct $ 5.00 SP Wires Monthly Maintenance $ 0.00 February 2018 Proforma Account Analysis Page 3 of 5 Unit Total Service Volume Price Price For First 1 1 $ 10.00 10.00$ For Over 1 1 $ 0.00 -$ SP Positive Pay Monthly Maint 2 $ 0.00 -$ SP Issue Maint Mo Maintenance For First 1 1 $ 20.00 20.00$ For Over 1 1 $ 0.00 -$ SP Image Access Mo Maint 1 $ 10.00 10.00$ Invest Reporting Mo Maint 1 $ 5.00 5.00$ SP External Message Mo Maint $ 0.00 For First 1 1 $ 0.00 -$ For Over 1 1 $ 0.00 -$ SP External User Task Sent 2 $ 0.00 -$ Subtotal SinglePoint 197.66$ Wire Transfers Wire Monthly Maint Voice-Pin 1 $ 10.00 10.00$ Incoming Fedwire 1 $ 8.00 8.00$ Internal Wire Credit 5 $ 8.00 40.00$ Incoming Fedwire Ctp $ 8.00 SP Fedwire Repetitive $ 8.00 SP Fedwire Non-Repetitive 4 $ 8.00 32.00$ SP Intl USD Repetitive $ 10.00 SP Intl USD Non-Repetitive $ 10.00 SP Internal 17 $ 7.00 119.00$ SP Wire Beneficiary Email 2 $ 0.10 0.20$ SPE Fedwire Non-Repetitive $ 8.00 Subtotal Wire Transfers 209.20$ Zero Balance Accounts ZBA Lead $ 5.00 ZBA Subsidiary $ 2.00 Subtotal Zero Balance Accounts -$ Image Services SP Cks Pd per item Stored 730 $ 0.015 10.95$ Dep Itms Img per Item Stored 7,020 $ 0.015 105.30$ Image Archive Monthly Maint $ 10.00 Image Archive per Check Image $ 0.04 Image Archive - per CD-ROM $ 5.00 Subtotal Image Services 116.25$ ACH Services ACH Monthly Maintenance 1 $ 10.00 10.00$ ACH Process Run 4 $ 2.00 8.00$ ACH Orig Transit Item $ 0.00 February 2018 Proforma Account Analysis Page 4 of 5 Unit Total Service Volume Price Price If 1 - 10000 Per Acct 3,492 $ 0.06 209.52$ If Over 10000 Per Acct $ 0.06 -$ Same Day ACH Orig Transit Item $ 0.50 ACH Originated On-US Item $ 0.00 If 1 - 10000 Per Acct 428 $ 0.06 25.68$ If Over 10000 Per Acct $ 0.06 -$ ACH File Confirmation Email 4 $ 2.25 9.00$ ACH Received Item 131 $ 0.07 9.17$ Unauth ACH Return - per Item $ 6.00 ACH Return-per Item 2 $ 4.00 8.00$ ACH Notification of Change 1 $ 4.00 4.00$ SDA Special Processing $ 150.00 Subtotal ACH Services 283.37$ Branch Coin/Currency Services Cash Deposited-per $100 174 $ 0.20 34.80$ Branch Deposit Processing Fee 130 $ 1.25 162.50$ Night Dep Processing-per Dep 1 $ 1.25 1.25$ Cash Deposit Adjustment Fee 1 $ 8.25 8.25$ Loose Currency Ordered/$100 8 $ 0.14 1.12$ Coin Rolls Ordered-per Roll 1 $ 0.15 0.15$ Standard Chng Order-per Order 5 $ 5.00 25.00$ Subtotal Branch Coin/Currency Services 233.07$ Electronic Deposit Services EDM Monthly Maint - per Acct $ 0.00 For First 1 1 $ 40.00 40.00$ For Over 1 $ 15.00 -$ Web Monthly Maint - per Wrkstn $ 0.00 If 1 - 10 4 $ 20.00 80.00$ If 11 - 50 $ 35.00 -$ If Over 50 $ 30.00 -$ Deposit Credit 22 $ 0.75 16.50$ Image Check Item - On-Us 350 $ 0.08 28.00$ Image Check Item - Transit 6,650 $ 0.08 532.00$ Subtotal Electronic Deposit 696.50$ Total Service Charges 3,340.51$ One Time and Annual Charges Payee Positive Pay Setup $ 100.00 Web Client Setup and Training 1 $ 0.00 -$ Epson CaptureOne x60 Scanner 2 $ 575.00 1,150.00$ Total One Time and Annual Service Charges 1,150.00$ February 2018 Proforma Account Analysis Page 5 of 5 Unit Total Service Volume Price Price Prices quoted in this proposal are only for those Treasury Management Services requested by the customer. Additional Treasury Management Services will be separately priced at the time of customer's request. Prices quoted are valid for 60 days following customer's receipt, after which they will be subject to change by U.S. Bank. All prices are subject to change, at any time and at Bank's sole discretion, due to changes in business conditions, volumes, quality of work provided by the customer and normal pricing change cycles. Notwithstanding anything contained herein to the contrary, all Treasury Management Services provided to customer are subject to U.S. Bank's Services Terms and Conditions, as the same may be amended from time to time. Branch Cash services availability is subject to change based on client processing requirements and branch capacity. Pricing for Branch Cash Services is subject to change when non-standard processing is requested. February 2018 Comprehensive Reporting Solutions Manage Your Business in Real-time with our Secure Online Portal PAYMENT INFORMATION AT YOUR FINGERTIPS We offer a comprehensive range of flexible reporting solutions to help provide clear sight into your payment activity, track the status of specific transaction and reduce your expenses. With MerchantConnect, our secure, web-based service, you can quickly and easily access payment information in real-time, while protecting cardholder and account data. Our Online Case Management (OCM) solution enables you to receive and respond to chargebacks and retrieval requests quickly and easily. The handy event-driven notification feature ensures you stay up-to-date on important account activity, saving valuable time and money. EASY ACCESS TO INFORMATION Online account information and comprehensive reporting options give your business the tools to manage your payment processing efficiently. You can access account support, monitor chargebacks and deposits and review your interchange qualifications anytime, anywhere. FLEXIBLE SOLUTIONS TO MANAGE YOUR PAYMENT ACTIVITY Our reporting solutions bring together all the information you need to better manage your electronic payment processing activity. MerchantConnect Basic – Designed with a single log-on for a single location, MerchantConnect Basic provides convenient access to critical reporting and support information to help you easily manage your account. MERCHANTCONNECT BASIC My Account provides fast access to essential informa- tion needed to manage your account. Access state- ments, monitor equipment shipment status, update your customer profile and maintain account informa- tion all online at your convenience. My Reports show you timely and secure transaction information including deposit summaries, transaction activity, chargeback and retrieval status, as well as links to dedicated reporting sites for Electronic Gift Card (EGC) and Electronic Check Service (ECS) transactions. The Support Area makes it easy to find comprehensive information about transaction processing, industry mandates, product support and practical tips for how to control processing costs and improve your bottom line. • The Interchange Information Area helps you better understand the rules and regulations that determine transaction processing. Included are charts that outline qualification categories and helpful information on how to prevent downgrades to specific industries. • The Compliance and Data Security section provides valuable payment industry guidelines and best practices to help you safeguard both your business and your customer account information. MERCHANTCONNECT PREMIUM Services available to you: In addition to all the features provided in our Basic service, MerchantConnect Premium provides hierar- chal reporting and the ability to aggregate data from multiple locations. This enables an individual store manager to access reports on a single outlet, while a regional or corporate executive can use one log-in to view consolidated payment information on all the stores or geographic regions under his or her authority. MerchantConnect Premium reports cover a more extensive time frame, providing access to a rolling 12 months vs the 6 months available in Basic. In addition, data is searchable, and can be exported to a spread- sheet or another application for further analysis. Other useful features include: • Informative interchange qualification reports that summarize your payments, classify qualification rates and provide insight as to why transactions might be downgrading. • The ability to easily “drill down” to view batches of transactions grouped by card type or batch reference number, or to find additional detail such as authoriza- tion information and truncated card numbers. • An innovative transaction search feature that enables you to search by credit card number, invoice number or other criteria. • Comprehensive password protection and card data security features to safeguard sensitive cardholder information • Our Online Case Management (OCM) solution allows you to easily receive, view, respond to and manage all of your chargebacks and retrieval activity as an optional service. Powerful Content & Reporting Features Choose the MerchantConnect service level that best meets your operating needs: MerchantConnect Premium – Ideal for businesses which manage payments across multiple locations, MerchantConnect Premium augments Basic with comprehensive reporting designed with hierarchy and advanced search capabilities. Online Case Management (OCM) + MerchantConnect Premium – Our Online Case Management solution enables you to easily receive, view, respond to and manage all your chargeback and retrieval activity through our online MerchantConnect Premium reporting tool. ©2015Elavon,Inc.Allrights reserved.Elavon isa trademarkinthe United States and othercountries.All features andspecificationsaresubject tochange withoutnotice. RPT-SOLS-1540-US-Jan15 Settlement Report Merchant No.Business Name Settle Date Paid by Mer. Services Paid by Others Total Settled Store No. 9999999945 Merchant 1 4/10/2011 $297.99 $203.70 $40,940.99 9999999952 Merchant 2 4/10/2011 $317.86 $0.00 $317.86 9999999960 Merchant 3 4/10/2011 $696.77 $0.00 $696.77 9999999978 Merchant 4 4/10/2011 $85.97 $0.00 $85.97 9999999986 Merchant 1 4/10/2011 $15.83 $0.00 $15.83 9999999952 Merchant 2 4/12/2011 $106.54 $0.00 $106.54 9999999960 Merchant 3 4/12/2011 $323.70 $0.00 $323.70 9999999978 Merchant 4 4/12/2011 $273.67 $0.00 $273.67 9999999986 Merchant 1 4/12/2011 $203.66 $0.00 $203.66 9999999952 Merchant 2 4/13/2011 $436.64 $27.30 $463.94 9999999960 Merchant 3 4/13/2011 $304.79 $0.00 $304.79 9999999978 Merchant 4 4/13/2011 $311.17 $0.00 $311.17 Grand Total:$3,374.59 $231.00 $44,044.89 Download Options: Microsoft Excel 97, Comma Separated Value (CSV) Reporting Level: Client Group & Chain Level Value: 1 & 11111From Date: 10-APR-2011To Date: 20-APR-2011 Batch Summary Deposit Date: 05/04/2011 Merchant No: 6977777777877877 Download Options: Microsoft Excel 97, Comma Separated Value (CSV) Settle Date Batch No.Items Paid by Mer. Services Paid by Others Total Settled 5/4/2011 113 2 $136.81 $0.00 $136.81 5/4/2011 109 2 $261.13 $0.00 $261.13 5/4/2011 956 12 $565.22 $214.59 $779.81 5/4/2011 105 3 $193.85 $0.00 $193.85 5/4/2011 113 3 $215.24 $0.00 $215.24 5/4/2011 210 2 $131.41 $0.00 $131.41 Grand Total:$1,503.66 $214.59 $1,718.25 Batch Detail Merchant No: 6977777777877877 Batch Number: 956 Download Options: Microsoft Excel 97, Comma Separated Value (CSV) Card Type Items Sum of Sales Sum of Credits Net Total AX 1 $142.18 $0.00 $142.18 MC 2 $95.24 ($22.73)$72.51 VI 3 $370.00 ($27.96)$342.04 ECS 3 $112.35 $0.00 $112.35 DB 2 $38.32 $0.00 $38.32 DISC 1 $72.41 $0.00 $72.41 All Cards 12 $830.50 ($50.69)$779.81 Transaction Summary rchant No: 6977777777877877 Card Type: ALL Download Options: Microsoft Excel 97, Comma Separated Value (CSV) Merchant No.Store No.Card Type Account No. Transaction Type Settled Amount Transaction Date Settle Date Auth. Code ARN Terminal ID 697777777877877 0 AX 3000009*****1233 Sale $142.18 5/4/2011 5/4/2011 244928 38712387126317264177123 1234567890988777888888 697777777877877 0 MC 511111******8888 Sale $95.24 5/4/2011 5/4/2011 897676 86667766667788899999977 1234567890988777888888 697777777877877 0 MC 533333******9999 Credit ($22.73)5/4/2011 5/4/2011 D24976 38712387126317264177123 1234567890988777888888 697777777877877 0 VI 411111******8888 Sale $126.00 5/4/2011 5/4/2011 897622 86667766667788899999977 1234567890988777888888 697777777877877 0 VI 422222******9000 Sale $244.00 5/4/2011 5/4/2011 G28976 38712387126317264177123 1234567890988777888888 697777777877877 0 VI 411111******8888 Credit ($27.96)5/4/2011 5/4/2011 868676 86667766667788899999977 1234567890988777888887 697777777877877 0 ECS 800098*****9999 Sale $56.18 5/4/2011 5/4/2011 224976 38712387126317264177123 1234567890988777888887 697777777877877 0 ECS 911111*****8888 Sale $12.75 5/4/2011 5/4/2011 899576 86667766667788899999977 1234567890988777888887 697777777877877 0 ECS 787667****8900 Sale $43.42 5/4/2011 5/4/2011 E24676 38719055772631726417712 1234567890988777888887 697777777877877 0 DB 411111******8888 Sale $29.21 5/4/2011 5/4/2011 897679 86667766667788899999977 1234567890988777888887 697777777877877 0 DB 2888880*****8888 Sale $9.11 5/4/2011 5/4/2011 D24886 38712387186777264177123 1234567890988777888887 697777777877877 0 DISC 411111******8888 Sale $72.41 5/4/2011 5/4/2011 947676 86667766667788899999977 1234567890988777888887 Grand Total:$779.81 Transaction Detail Download Options: Microsoft Excel 97, Comma Separated Value (CSV) 88777776655 99999999999 99999998877 564 . Settled Amount:$25.00 840-USD . . 7230 . Sale Y . . . ARN 15716256521652161522151 999999 S-Swiped Settled POS Entry Mode 90-Swiped Transaction Terminal ID 1234567890988777888887 2825 253289898 CPS RETAIL VISA CONSUMER FOREIGN VI . . . Exchange Type: Transaction Amount $25.00 Transaction Currency 840-USD Conversion Rate MPS Reference No: Batch No: Transaction Reference No: Merchant Batch: Inv/Tkt Settled Currency Sales Tax Amount: Cash back Amount: Merchant Category Code: AVS Resp Code: Purchase Type: Sales Tax Indicator: Customer Code: Purchase Identification: Account No: Auth Approval Code: Swiped/Keyed Market Indicator: Custom Data1: Check No: Bank Routing No: Qualification: Card Class: Card Type: Mail Phone Indicator: Authorization Detail Auth. Amount Account No Auth. Response Code Approval Code Auth. Date Auth. Time $95.24 444444******8888 A 897676 5/24/2011 9:13:47 Settlement By Card Type Reporting Level: Merchant Level Value: 10 & 68 From Date: 01-MAY-2011 To Date: 07-MAY-2011 Card Type(s): ALL Download Options: Microsoft Excel 97, Comma Separated Value (CSV) Merchant No.Store No.Card Type Settle Date Batch No.Items Sales Amount Credit Amount Net Total 9999999999 0 AX 5/9/2011 984 22 $1,196.71 $0.00 $1,196.71 999999999 0 DI 5/9/2011 984 8 $516.62 $0.00 $516.62 9999999999 0 MC 5/9/2011 984 42 $2,356.56 $0.00 $2,356.56 999999999 0 VI 5/9/2011 984 162 $9,482.45 $0.00 $9,482.45 9999999999 0 AX 5/10/2011 985 8 $295.19 $0.00 $295.19 999999999 0 DI 5/10/2011 985 2 $103.39 $0.00 $103.39 9999999999 0 MC 5/10/2011 985 13 $475.79 $0.00 $475.79 999999999 0 VI 5/10/2011 985 31 $1,423.94 $0.00 $1,423.94 9999999999 0 AX 5/12/2011 987 10 $347.65 $0.00 $347.65 999999999 0 AX 5/12/2011 986 12 $740.64 $0.00 $740.64 9999999999 0 DC 5/12/2011 987 1 $26.50 $0.00 $26.50 999999999 0 DI 5/12/2011 987 3 $121.37 $0.00 $121.37 9999999999 0 DI 5/12/2011 986 4 $138.80 $0.00 $138.80 999999999 0 MC 5/12/2011 986 15 $725.18 $0.00 $725.18 9999999999 0 MC 5/12/2011 987 23 $885.39 $0.00 $885.39 999999999 0 VI 5/12/2011 987 43 $1,864.95 $0.00 $1,864.95 9999999999 0 VI 5/12/2011 986 46 $1,942.67 $0.00 $1,942.67 445 22,644$ -$ 22,644$ Reporting Level: Cllient Group & ChainLevel Value: 1 & 11111From Date: 01-JAN-2011 To Date: 19-OCT-2011 Download Options: Microsoft Excel 97 , Comma Separated Value (CSV) MID DBA Store No.Adj. Date Adj. Type Adj Description Adj. Amt Settle Date Trans. Date Trans. Time Account No Auth Code Adj. Fee 8011000048 JOES MC 10/19/2011 Chargebacks Cardholder Does Not Recognize--$736.84 06/06/2011 06/05/2011 12:00 AM 500000******8888 00583P 8011000048 JOES MC 10/19/2011 Chargebacks Credit Not Processed -$149.40 08/13/2011 08/12/2011 12:00 AM 511111******9999 93558P 8011000048 JOES MC 10/19/2011 Chargebacks Credit Not Processed -$331.80 09/09/2011 09/08/2011 12:00 AM 51222******7777 024127 8011000048 JOES MC 10/19/2011 Chargebacks Credit Not Processed -$331.80 09/09/2011 09/08/2011 12:00 AM 509889******9999 024127 8011000030 JOES VI .10/19/2011 General Adjustments Equipment Swap F -$150.00 .... 8011000064 JOES GEN MC 10/19/2011 Chargebacks No Cardholder Authorization -$829.90 06/26/2011 06/25/2011 12:00 AM 500000******7777 00094Z Grand Total: -$3,017.14 Download Options: Text (Will likely open in Microsoft Word) Merchant Information Transaction Details Merchant ID:9999999999 Transaction Amount:$758.40 Merchant Name:JOES VI Transaction(Auth) Date:8/31/2011 Store No.:.Transaction Time:12:31:00 Terminal ID:99999999998888800000 Auth Code:999999 MCC:.Swiped/Keyed:K-Keyed Adjustment Information Settled POS Entry Mode:01-Keyed Card Not Present Adjustment Amount:($758.40)Account No:. Adjustment Date:6/13/2011 Check No:. Adjustment Type:Chargebacks Bank Routing No:. Adjustment Description: No Cardholder Authorization Qualification:DEMEST-22 Applicable Fees:Card Class:. Batch Details Card Type:MC Merchant Batch:111 MOTO Indicator:. GBOK:1E+12 Market Indicator:. MPS Batch:99776666666 Custom Data:. Inv./Tkt.:33433 Purchase Type: Level II and III Data: Customer Code:. Sales Tax Indicator:N Purchase ID:. Sales Tax Amount:0 Qualification Transaction Summary Reporting Level: Merchant Level Value: 99999999999From Date: 01-MAY-2011 To Date: 01-JUN-2011 Download Options: Microsoft Excel 97, Comma Separated Value (CSV) Account No. \Best Expected Rate Card Type/Class Actual Qual Rate Transaction Amount Transaction Date Transaction Type Downgrade Reason Description 444444******2222 CPS RETAIL VI US COMM L3 $20.99 5/16/2011 Sale POS ENTRY NOT COMPLETE MAG STRPE 411111******3333 CPS RETAIL VI US COMM L2 $33.38 5/3/2011 Sale INVALID CARDHOLDER ID $47.09 5/23/2011 Sale INVALID POS TERMINAL CAPABILITY 500000******8888 MERIT 1 D MC STANDARD D $34.26 5/21/2011 Sale INVALID BANKNET DATE 555555*****7777 FACE-FACE MC C DATA I $2,120.63 5/20/2011 Sale POS ENTRY CODE NOT FACE-TO-FACE 455555******8102 CPS RETAIL VI CORP STND $20.00 5/29/2011 Sale MISSING VALIDATION CODE INVALID MERCHANT SIC CODE AUTH DATE TIMELINESS INVALID AUTH CHAR INDICATOR MISSING TRANSACTION ID POS ENTRY NOT COMPLETE MAG STRPE Qualification Transaction Detail Download Options: Text (Will likely open in Microsoft Word) Account Number:544444******0000 Merchant ID:9999999999 Authorization Amount:20.99 Authorization Date:5/16/2011 Authorization Time:16:03:04 Authorization Response Code:A Authorization Approval Code:888888 Authorization Source:5 Auth Char Indicator (ACI):E AVS Resp. Code:. Purchase Type:Sale Merchant Class Type:Retail Sales Tax Indicator:. Sales Tax Amount:. Account No:544444******0000 Merchant Category Code:5541 Swiped/Keyed:S-Swiped Settled POS Entry Mode 00- POS Terminal Indicator:. Transaction Type:Sale VISA Tran ID:8888887766666660 VISA Validation Code:9999 VISA Product ID:G MC Banknet Ref No:. MC Banknet Ref Date MMDD: Reporting Level: Merchant Level Value: 499900099From Date: 01-MAY-2011 To Date: 01-JUN-2011 Card Class: VISA CHECK ACCESS CARD FOREIGN Total Transactions: 9 Total Amount: $132.21 Download Options: Microsoft Excel 97, Comma Separated Value (CSV) Reason Downgraded % Trans # Trans $ Trans AUTH DATE TIMELINESS 11.11%1 $14.69 INVALID AUTH CHAR INDICATOR 11.11%1 $14.69 INVALID AUTHORIZATION AMOUNT 11.11%1 $14.69 INVALID CARDHOLDER ID 11.11%1 $14.69 INVALID MOTO MAIL-PHONE CODE 11.11%1 $14.69 MISSING PURCHASE ID 11.11%1 $14.69 MISSING TELEPHONE NUMBER 11.11%1 $14.69 MISSING TRANSACTION ID 11.11%1 $14.69 MISSING VALIDATION CODE 11.11%1 $14.69 Downgrades By Interchange Level Reporting Level: Merchant Level Value: 9999999999From Date: 01-MAY-2011 To Date: 01-JUN-2011 Download Options: Microsoft Excel 97, Comma Separated Value (CSV) Card Class Qualification Level $ Trans No. of Trans Percent of Trans MASTERCARD COMMERCIAL C DATA I $3,175.18 38 100.00% Sub-Total: MASTERCARD COMMERCIAL $3,175.18 38 100.00% MASTERCARD PRESENT MERIT I $84.22 1 100.00% Sub-Total: MASTERCARD PRESENT $84.22 1 100.00% VISA CARD NOT PRESENT EIRF $8,001.86 71 100.00% Sub-Total: VISA CARD NOT PRESENT $8,001.86 71 100.00% VISA CARD PRESENT EIRF $347.81 2 0.21% REWARDS 1 $99,556.62 966 99.79% Sub-Total: VISA CARD PRESENT $99,904.43 968 100.00% VISA COMMERCIAL COMM ELEC $4,850.35 41 97.62% CORP STND $115.49 1 2.38% Sub-Total: VISA COMMERCIAL $4,965.84 42 100.00% VISA DEBIT CARD NOT PRESENTEIRF D $4,167.30 53 100.00% Sub-Total: VISA DEBIT CARD NOT PRESENT $4,167.30 53 100.00% Grand Total:$120,298.83 1,173 Interchange Qualification Summary Reporting Level: Merchant Level Value: 9888888888 From Date: 01-MAY-2010 To Date: 01-JUN-2010 Download Options: Microsoft Excel 97, Comma Separated Value (CSV) Card Type Interchange Level No. of Transactions Net Sales Average Ticket Percent of Trans MC C DATA I 38 $3,175.18 $83.56 1.28% CORP INTL 1 $34.13 $34.13 0.03% INTL ELEC 75 $8,665.60 $115.54 2.54% INTL STND 2 $163.83 $81.92 0.07% KEY ENTE D 27 $2,296.11 $85.04 0.91% KEY ENTERD 29 $2,884.76 $99.47 0.98% MC REF G3D 78 $7,236.41 $92.77 2.64% MC REFCON4 215 $19,522.78 $90.80 7.27% MC REFCRP2 5 $297.80 $59.56 0.17% MCW KEYED 3 $129.55 $43.18 0.10% MCW MERIT3 499 $59,275.90 $118.79 16.87% MERIT 3 D 838 $68,344.90 $81.56 28.33% MERIT I 1 $84.22 $84.22 0.03% MERIT III 1,147 $114,447.14 $99.78 38.78% 2,958 $286,558.31 $1,170.32 100.00% VI COMM ELEC 41 $4,850.35 $118.30 0.83% CORP STND 1 $115.49 $115.49 0.02% CPS RETAIL 1,275 $133,938.17 $105.05 25.80% CR CONS D 149 $11,597.53 $77.84 3.01% EIRF 73 $8,349.67 $114.38 1.48% EIRF D 53 $4,167.30 $78.63 1.07% RETAIL D 2,096 $168,484.88 $80.38 42.41% REWARDS 1 966 $99,556.62 $103.06 19.55% US CR COMM 2 $247.00 $123.50 0.04% US CR CONS 286 $25,348.10 $88.63 5.79% 4,942 $456,655.11 $1,005.26 100.00% 7,900 $743,213.42 $2,175.58 Sub-Total: MC Grand Total: Sub-Total: VI Chargeback List Reporting Level: Client Group & Chain Level Value: 0 & 99999From Date: 01-FEB-2010To Date: 16-FEB-2010 Download Options: Microsoft Excel 97, Comma Separated Value (CSV) Case ID Account No.Airline Ticket No.Usage Code/Desc.Status Merchant Name Store No.Merchant ID Financial Action Amount Financial Action Financial Action Date Transaction Date Response Expiration Days Left To Respond Reason Code Reason Code Desc.Inv/Tkt # 8888888888 530000******3333 First Chargeback Pending MERCHANT ONE 342 6548874656 $330.13 Debit 2/9/2010 1/3/2010 3/25/2010 44 4837 No Cardholder Authorization5555555555510000******5555 First Chargeback Reversed MERCHANT TWO 342 6548874656 ($216.50)Credit 2/7/2010 10/6/2009 2/26/2010 19 4837 No Cardholder Authorization 7777777777 532222******3333 First Chargeback Reversed MERCHANT THREE 224 6547943182 ($318.49)Credit 2/7/2010 11/25/2009 3/19/2010 40 4837 No Cardholder Authorization4444444444500000******5555 First Chargeback Pending MERCHANT FOUR 224 6547943182 $318.49 Debit 2/3/2010 11/25/2009 3/19/2010 44 4837 No Cardholder Authorization 9111111111 500000******9999 First Chargeback Reversed MERCHANT FIVE 247 6543215345 ($21.89)Credit 2/13/2010 10/13/2009 2/19/2010 6 82 Duplicate Processing3333333333588888******5555 First Chargeback Reversed MERCHANT SIX 62 6543218528 ($232.79)Credit 2/3/2010 11/27/2009 3/18/2010 43 4837 No Cardholder Authorization8887777777500000******3333 First Chargeback Pending MERCHANT SEVEN 62 6543218528 $232.79 Debit 2/2/2010 11/27/2009 3/18/2010 44 4837 No Cardholder Authorization2222222222511111******5555 First Chargeback Reversed MERCHANT EIGHT 63 6543218582 ($291.68)Credit 2/3/2010 11/25/2009 3/16/2010 41 81 Fraud-Card Present Environment 8990099888 522222******3300 First Chargeback Pending MERCHANT NINE 64 6543218494 $123.30 Debit 2/13/2010 12/17/2009 3/28/2010 43 4837 No Cardholder Authorization1111111111522222******5555 First Chargeback Reversed MERCHANT TEN 65 6543218486 ($309.94)Credit 2/3/2010 10/12/2009 3/14/2010 39 4837 No Cardholder Authorization 8787878787 555555******3333 First Chargeback Reversed MERCHANT ELEVEN 67 6543218468 ($316.86)Credit 2/3/2010 12/1/2009 3/5/2010 30 4837 No Cardholder Authorization Grand Total:($703.44) Chargeback Detail Download Options: Text (Will likely open in Microsoft Word) Merchant ID:9999999999 Case ID:9999999889 Merchant Name:MERCHANT ONE Usage Code/Desc. :First Chargeback Store No. :342 Response Status:Pending DDA:.Case Created:2/9/2010 Case Age:-8 Transaction Amount:$330.13 Response Expiration:3/15/2010 Transaction (Auth) Date:1/3/2010 Days Left To Respond:26 Account No.:555555******3333 Debit/Credit Amount:$330.13 Credit Card Type:MC Financial Action Date:2/9/2010 Issuing Bank:CITIBANK N.A.Financial Status:Posted Airline Ticket No. :.Financial Action:Debit ARN No.:999999999999999 Chargeback Critical Date:3/25/2010 Authorization Code:88888888 Reason Code:4837 Reason Code Desc. :No Cardholder Authorization Download Fax cover sheet Merchant Information Case Information Transaction Information Chargeback Profile Reporting Level: Client Group & Chain Level Value: 3 & 99999 From Date: 01-MAY-2011 To Date: 01-JUN-2011 Download Options: Microsoft Excel 97, Comma Separated Value (CSV) Card Type Description Reason Code Count Amount Percent MC Account Number Not on File 4812 2 $262.30 14.29% Non-Receipt of Merchandise 4855 2 $631.02 14.29% No Cardholder Authorization 4837 8 $4,104.15 57.14% Cardholder Does Not Recognize-Potential Fraud 4863 1 $5,972.99 7.14% Requested/Required Authorization Not Obtained 4808 1 $1,609.14 7.14% Sub-Total: MC 14 $12,579.60 100.00% VI Credit not Processed 85 2 $134.43 15.38% Illegible Fulfillment 60 1 $76.34 7.69% Transaction Not Recognized 75 1 $54.69 7.69% Pre-Arbitration/Arbitration 97 1 $21.52 7.69% Fraud-Card Absent Environment 83 1 $358.52 7.69% Fraud-Card Present Environment 81 3 $1,499.91 23.08% Fraudulent Transaction-Card Absent Environment 83 4 $703.55 30.77% Sub-Total: VI 13 $2,848.96 100.00% Grand Total 27 $15,428.56 200.00% Retreival List Reporting Level: Client Group & Chain Level Value: 3 & 99999From Date: 01-MAY-2011 To Date: 01-JUN-2011 Download Options: Microsoft Excel 97, Comma Separated Value (CSV) Case ID Account No. Ticket Number Status Merchant No Store No. Retrieval Amount Retrieval Date Transaction Date Transactio n Amount Fulfilled Date Expire Date Sub Copy Provided By Bank?Inv/Ticket# 5556667778 433333******8888 Pending 96080784 38 $162.11 5/28/2011 5/11/2011 $162.11 6/25/2011 N 5556667779 444444******0000 Pending 887777777 14 $180.20 5/28/2011 5/8/2011 $180.20 6/25/2011 N 5556667779 444444******0000 Pending 99009999 14 $211.99 5/28/2011 5/8/2011 $211.99 6/25/2011 N77777766675444444******4444 Fulfilled 444444333 14 $40.70 5/21/2011 5/6/2011 $40.70 5/27/2011 6/19/2011 Y 8888888888 488888******2333 Fulfilled 4334444343 14 $40.70 5/5/2011 4/21/2011 $234.90 5/26/2011 6/2/2011 Y 9999999988 488888******0000 Pending 9988 25 $40.70 5/31/2011 5/10/2011 $647.96 6/26/2011 N Retreival Detail Download Options: Text (Will likely open in Microsoft Word) Merchant Information Case Information Merchant ID:9999999999 Case ID:9999999999 Merchant Name:MERCHANT ONE Usage Code/Desc. :Retrieval Store No. :38 Response Status:Pending Presentation Status:PENDED Transaction Information Case Created:5/27/2005 Transaction Amount:$162.11 Retrieval Age:-5 Transaction (Auth) Date:5/11/2011 Response Expiration:6/25/2011 Account No.:433333******8888 Retrieval Critical Date:6/25/2011 Credit Card Type:VI Days Left To Respond:24 Issuing Bank:CITIBANK N.A.Fulfilled Date: Airline Ticket No. :.Retrieval Amount:$162.11 ARN No. :33333333333333300000000 Reason Code:33 Authorization Code :99999 Reason Code Desc. :FRAUD ANALYSIS REQUEST Download Fax cover sheet Retrieval Profile Reporting Level: Client Group & Chain Level Value: 3 & 99999 From Date: 01-MAY-2011 To Date: 01-JUN-2011 Download Options: Microsoft Excel 97, Comma Separated Value (CSV) Card Type Description Reason Code Count Amount Percent of Total Amount MC Verify Signature 6341 2 $501.33 76.20% Trans Not Recognized 6321 2 $156.60 23.80% Sub-Total: MC 4 $657.93 100.00% VI CARDHOLDER REQUEST 30 1 $743.73 27.71% FRAUD ANALYSIS REQUEST 33 10 $1,940.71 72.29% Sub-Total: VI 11 $2,684.44 100.00% Grand Total 15 $3,342.37 200.00% Reporting Level: Card Number Level Value: 9999999999 From Date: 01-OCT-2011 To Date: 21-OCT-2011 Download Options: Microsoft Excel 97 , Comma Separated Value (CSV) Merchant No. Batch Reference No.Tran. Type Settled Amount Settle Date Transaction Date Transaction Reference No. POS Entry Mode Inv/Ticket # 9999999999 58293170982 Sale $350.00 10/20/2011 10/19/2011 999999999998 K 106301476860 Location Profile List Reporting Level: Client Group & Chain Level Value: 3 & 99999 Download Options: Microsoft Excel 97, Comma Separated Value (CSV) Merchant Name Merchant No.Store No.Account Status Status As Of Opened Last Active Joes Foods1 9999999999 87 Open 11/16/2011 1/2/2011 5/30/2011 Joes Foods2 8331223349 82 Open 2/15/2011 4/9/2011 5/30/2011 Joes Foods3 7777777777 89 Open 2/15/2011 5/28/2011 5/30/2011 Joes Foods4 9877777778 90 Open 12/7/2011 5/28/2011 5/30/2011 Joes Foods5 988878 91 Open 11/22/2011 5/28/2011 5/30/2011 Location Detail Download Options: Text (Will likely open in Microsoft Word) DBA Address: DBA Name:MERCHANT ONE Street Address 1:5555 VILLAGE TOWN STREET Street Address 2: Attention:. City:DENVER State:CO Zip:99999 Phone:555-555-5555 Fax:555-555-5555 Billing Address:DBA Name:MERCHANT ONE MINE Street Address 1:PO BOX 9999 Street Address 2:. Attention:JOHN SMITH City:SUNSET State:GA Zip:99999-9999 Phone:555-555-5555 Fax:. Chargeback Address:DBA Name:MERCHANT ONE YOURS Street Address 1:6750 S 555TH ST Street Address 2:. Attention:JANE DOE City:KENT State:WA Zip:99999-9999 Phone:555-555-5555 Fax:555-555-5555 AMEX No:5555555555 Discover No:6000009999999990 Diners Club No:. JCB No:9555555555 Settle Method:EDC Mer Class Type:NATIONAL ACCOUNT Transferred From Merchant #:. As Of:. Transferred From Chain No:. As Of:. Transferred From Merchant #:. As Of:. Transferred From Chain No:. As Of:. Equipment Shipping Report Date Carrier Tracking # 4/29/2011 UPS Ground 18868836766 1/19/2011 UPS Ground 18868836766 12/15/2010 UPS Ground 18868836766 11/1/2010 UPS Ground 18868836766 4/18/2006 UPS Next Day Air 18868836766 3/27/2005 UPS Ground 18868836766 BIN / ICA Look Up Center Name:Center Manager Contact: BANK OF AMERICA, NATIONAL ASSOCIATION DAILEY JIM (404) 724-8867 Mailing Address: BANK OF AMERICA N.A.Security Contact: NATIONAL VCC/POS CLAIMS BANK OF AMERICA 1825 E. BUCKEYE ROAD AZ9-503-01-19 . PHOENIX , AZ 85034-4216 Accounting Contact: Chargeback Address:BANK OF AMERICA N.A. BANK OF AMERICA N.A.602-597-7716 NATIONAL VCC/POS CLAIMS 1825 E. BUCKEYE ROAD AZ9-503-01-19 Customer Service Contact: PHOENIX , AZ 85034-4216 . Retrieval Address: BANK OF AMERICA N.A.After Hours Contact: NATIONAL VCC/POS CLAIMS . 1825 E. BUCKEYE ROAD PHOENIX , AZ 85034-4216 Authorization File Layout Variable Name Data Type Size Value Table Name Record Type Char 2 AU Business Date Date 8 Terminal Number Char 22 Merchant Number Char 16 FI Number Int 4 Agent Int 4 Trans Date Date 6 Trans Time Char 6 Trans Type Char 2 Card Type Char 2 Account Number Char 24 Trans Amount Float 12 Cash Amount Float 12 Auth Code Char 6 Reversal Ind. Char 1 Auth Source Code Char 1 Auth Method Char 1 Input Method Char 1 VPS Ind. Char 1 VPS Data Char 20 Reply Code Char 2 Exp. Date Char 4 Issuer Response Char 2 AVS Ind Char 1 Track Ind Char 1 CVV2 Result Char 1 Capture Ind Char 1 Batch Nbr Char 3 Format Data Char 132 Settlement File Layout Batch Header Record Variable Name Data Type Size Value Record Type Char 2 BH Settlement Date Date 8 Terminal Number Char 22 Batch Number Int 3 FI# Int 4 Agent# Int 4 Merchant Number Char 16 Batch Control Number Char 12 Settlement time Date 6 Settlement Type Char 1 Auto Close Ind Char 1 Application Id Char 8 Net Amount Float 12.2 Items Int 4 Chain Int 4 Sic Cat Int 4 Batch Status Char 1 Settled Items Record SI Record Layout Variable Data Type Size Value Table Name Record Type Char 2 SI Settlement Date Date 8 Terminal Number Char 22 Batch Number Int 3 Item Number Int 4 Tran Code Char 2 Account Number Char 24 Card Type Char 2 Trans Amount Float 8.2 Auth Code Char 6 Auth Date Char 6 Auth Time Char 6 Custom Data Char 12 Input Method Char 1 Auth Source Code Char 1 Void Ind Char 1 VPS2K Data Char 20 AVS Result Char 1 Orig Auth Amount Float 8.2 Reference Number Int 12 Merchant Profile File Layout Variable Name Data Type Size Value Record Type Char 2 10 Merchant Number Char 16 DBA Char 45 Address1 Char 45 Address2 Char 45 City Char 25 State Char 2 Zip Char 10 Phone Char 12 Contact Last Name Char 20 Contact First Name Char 20 SIC Code Char 4 Assoc Number Char 9 Application ID Char 8 First Deposit Date Date 6 MMDDYY Date Opened Date 6 Projmthvol Float 12.2 Discount Rate Float 5.2 Stratus Chain Char 4 Check Ind Char 1 DDA Char 17 Routing Transit Char 11 Time Zone Char 3 Last Update Date 6 MMDDYY Delete Ind Char 1 Chargeback File Layout Field Name Description Data Type Length New Flag Indicator Indicates the version of the file to ACS. Constant value = Y 1 File Format Indicates the file format version number. Numeric, right Justified, Left Zero filled. Value for this format = 002 3 FI FI Number Numeric, Right Justified, Left Zero Filled. 4 Agent Agent Number Numeric, Right Justified, Left Zero filled 4 Merchant ID Merchant Id Alphanumeric, Left Justified, Right Space fill 16 Acct Number Cardholder Account Number Alphanumeric. Left Justified, Right Space fill. 19 Tran Amount Transaction Amount Numeric, Right Justified, Left Zero filled, 2 place decimal implied. 12 Tran Date Transaction Date MMDDYY format 6 CT Card Type Alphabetic, Valid values are: MC = MasterCard VI = Visa 1 RC Reason Code Numeric, Right Justified, Left Zero filled 3 Sequence Number Seq. Number Alphanumeric Left Justified, Right Space filled. 24 Reference Number Reference Number assigned by Nova. Alphanumeric, Left Justified, Right Space filled. 23 Transaction Type Indicates whether the transaction is a credit or debit. Alphabetic, Valid values are: CR = Credit DB = Debit 2 Retrieval File Layout Field Name Description Data Type, Mask Length Flag Indicates to ACS that this is the New Record Layout Constant Value = Y 1 FI Financial Institution ID Numeric, Right Justify, Zero Fill 4 Agent Agent Number Numeric, Right Justify, Zero Fill 4 Merch ID Merchant ID Alphanumeric, Left Justify, Space Fill 16 Acct Number Cardholder Account Number Alphanumeric, Left Justify, Space Fill 19 Exp. Date Card Expiration Date Numeric, Zero Fill 4 Tran Amount Transaction Amount Numeric, Right Justify, Zero Fill, 2 place decimal implied 12 Tran Date Transaction Date MMDDYY format 6 Auth Code Authorization Code Alphanumeric, Space Fill 6 Req. Date Retrieval request date Numeric, Zero Fill 6 Close Date Retrieval Close Date Numeric, Zero Fill 6 Sequence Nbr Sequence number assigned by Eclipse System Alphanumeric, Left Justify, Space fill 24 MC_VN Nbr Mastercomm or Visanet ID Number Alphanumeric, Left Justify, Space Fill 16 Req_type Request Type Numeric, Valid Values are: 0= Original Request 1= Second request 1 Reference Number Reference Number assigned by eclipse (transponder number) Alphanumeric, Left Justify, Space Fill 23 Data Definitions - Table 40-A Transaction Types '01' RETAIL SALE '02' RETAIL SALE WITH CASH BACK '03' CASH ADVANCE '04' MAIL ORDER '05' TELEPHONE ORDER '06' WIRE TRANSFER '07' AVS ONLY TRANSACTION '08' AUDIO RESPONSE UNIT (ARU) '10' CHECK VERIFICATION/GUARANTEE '20' PURCHASE RETURN ‘34’ PURCHASE/CONVERSION ‘35’ PURCHASE/CONVERSION/VERIFICATION ‘36’ PURCHASE/CONVERSION/GUARANTEE ‘37’ VOID '50' MERCHANT SUSPICIOUS (AUTOMATIC REFERRAL) '60' BALANCE INQUIRY '61' PRE-AUTHORIZATION '62' PRE-AUTHORIZATION COMPLETION '63' RESUBMITTAL '80' HOST-BASED TRANSACTION INQUIRY '81' HOST-BASED BALANCE INQUIRY '82' HOST-BASED ITEM CORRECTION '83' HOST-BASED FORCE '84' HOST-BASED CLEAR BATCH '90' HYBRID SETTLE BATCH '99' HYBRID CLEAR (PURGE) BATCH Card Types 'MC' MASTERCARD 'VI' VISA 'AX' AMERICAN EXPRESS 'DC' DINER'S CLUB 'DI' DISCOVER 'JC' JAPANESE CREDIT BUREAU 'ER' ENROUTE 'PL' PRIVATE LABEL CARD * 'DB' DEBIT CARD ** 'CH' CHECK’ ‘EC’ E-CHECK Method and Indicator Values AD-AUTH-METHOD 'T' = P.O.S. TERMINAL 'E' = ELECTRONIC CASH REGISTER 'C' = COMPUTER-TO-COMPUTER INTERFACE 'A' = AUDIO RESPONSE UNIT 'Z' = AUTOMATED TELLER MACHINE 'V' = VOICE 'B' = BATCH ' ' = DOES NOT APPLY AD-COMM-TYPE 'L' = LOCAL 'W' = WATS 'C' = CPU (FIXED) AD-INPUT-METHOD SD-INPUT-METHOD '0' = SWIPED '1' = KEYED AD-REVERSAL-IND SD-REVERSAL-IND '0' = NOT REVERSED '1' = REVERSED AD-VOID-IND '0' = NOT VOIDED '1' = VOIDED AD-REFERRAL-REPLY '0' = NOT A REFERRAL REPLY '1' = TRANSACTION IS REFERRAL REPLY AD-VOICE-FORCE '0' = NOT FORCED '1' = FORCED (AUTHORIZED IN CENTER) SD-FORCE-IND '0' = NOT FORCED '1' = FORCED AD-AVS-IND '0' = NO AVS '1' = AVS WITH AUTHORIZATION '2' = AVS ONLY Switch-Ids 'MC' MASTERCARD 'VI' VISA 'AX' AMERICAN EXPRESS 'DI' DISCOVER 'JC' JAPANESE CREDIT BUREAU 'DX' DELUXE DATA 'MD' MERIDIAN 'TC' TELECREDIT 'IB' NOT SWITCHED - BELOW FLOOR LIMIT 'IC' NOT SWITCHED PROCESSED - CONTINGENCY 'SC' SCAN 'IL' INTERLINK 'MO' MOST 'PU' PULSE 'ST' STAR 'NY' NYCE 'MS' MONEY STATION 'HO' HONOR 'YK' YANKEE 24 'MC' MAC 'MA' MAESTRO 'BM' BANKMATE 'QU' QUEST 'ML' MAGICLINE 'CS' CASHSTATION 'DL' DELUXE DATA Reply Codes 'A ' APPROVED 'AI' APPROVE WITH ID 'D ' DECLINED 'DX' DECLINED - EXPIRED CARD 'C ' REFERRAL (CALL TO ISSUER) 'P ' PICK UP CARD 'IP' INCORRECT PIN 'EM' ERROR - MERCHANT/TERMINAL ID 'EB' ERROR - BANK ID 'ET' ERROR - TRANSACTION TYPE 'EA' ERROR - ACCOUNT NUMBER 'EX' ERROR - EXPIRATION DATE 'DI' DUPE ITEM (HOST-BASED) 'IC' ITEM NUMBER CONFLICT (HOST-BASED) 'IN' ITEM NOT FOUND (HOST-BASED) SAMPLEMerchant Services 7300 Chapman Highway Knoxville, TN 37920 John M. Doe, Inc. 111 Main Street Anytown, GA 30000-1234 Merchant Billing Statement Cycle: Cut-off Statement Date: 09/01/2008 DBA Name: John M. Doe, Inc. Store Number: 08 Merchant Number: 987654321 Chain Number: 10101 Client Group: 00032 Principal Chain: 65001 Parent Chain: 05001 Parent Entity: 62900 Page 1 of 4 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII Your Resources For Help For Customer Service call 1-800-555-1941 News For You Important Information Updates Summary Sales Recap Sales Returns Net Sales Chargebacks Adjustments Total Sales Visa/MasterCard/Discover Charges Authorization Fees Other Fees Total Charges and Fees Numer of Items Dollar Amounts146 0 146 0 0 146 9570.36 0.00 9570.36 0.00 0.00 9570.36 - Fee/Charges Category Fee Summary220.19 1.50 10.00 231.69 Total Charges and Fees have been posted to Account #: XXXXXXXX0123 Card Type VISA MC DSCV AMEX Item Count 79 57 3 7 Amount 5,252.97 3,605.75 354.00 357.64 Item Count 0 0 0 0 Amount 0.00 0.00 0.00 0.00 Amount 5,252.97 3,605.75 354.00 357.64 Discount Paid 109.77 75.91 7.60 0.00 Per Item Paid 9.75 6.63 0.30 0.00 -----Sales----------Credits----------Net Sales----- - - Deposits BatchDate08/01/08 08/02/08 08/04/08 08/05/08 08/06/08 SettlementDate08/01/08 08/02/08 08/04/08 08/05/08 08/06/08 ReferenceNumber125896523 125897365 125897758 125898412 125898910 BatchNumber00265 00266 00267 00268 00269 CardTypeBATCHVISAM/CBATCHVISAM/CBATCHM/CBATCHVISABATCHVISA Paid byMerchant Srvcs160.0059.50100.50103.5453.2550.29464.25464.25249.60249.60165.6080.85 Total BatchAmount160.00 103.54 464.25 249.60 202.10 Paid byOthers0.000.000.000.000.000.000.000.000.000.0036.500.00 SAMPLEMerchant Services7300 Chapman HighwayKnoxville, TN 37920 Merchant Billing Statement Cycle: Cut-off Statement Date: 09/01/2008 DBA Name: John M. Doe, Inc. Store Number: 08 Merchant Number: 987654321 Chain Number: 10101 Page 2 of 4 2 Deposits BatchDate 08/07/08 08/08/08 08/09/08 08/11/08 08/12/08 08/13/08 08/14/08 08/15/08 08/16/08 08/18/08 08/19/08 08/20/08 08/21/08 08/22/08 08/23/08 08/24/08 08/25/08 08/27/08 08/28/08 SettlementDate 08/07/08 08/08/08 08/09/08 08/11/08 08/12/08 08/13/08 08/14/08 08/15/08 08/16/08 08/18/08 08/19/08 08/20/08 08/21/08 08/22/08 08/23/08 08/24/08 08/25/08 08/27/08 08/28/08 ReferenceNumber 125899458 125899974 125810059 125810187 125810247 125810387 125810501 125810692 125810837 125811143 125811209 125811317 125811487 125811605 125811741 125811911 125812084 125812228 125812393 BatchNumber 00265 00266 00267 00268 00269 00270 00271 00272 00273 00274 00275 00276 00277 00278 00279 00280 00281 00282 00283 CardTypeM/CAMEXBATCHVISAM/CBATCHVISAM/CBATCHAMEXBATCHVISAM/CBATCHVISAM/CBATCHVISAM/CDISCAMEXBATCHVISAM/CBATCHVISAM/CBATCHVISAM/CBATCHVISAM/CBATCHVISAM/CBATCHVISAM/CAMEXBATCHVISAM/CAMEXBATCHVISAM/CAMEXBATCHVISAM/CBATCHVISAM/CBATCHVISAM/CBATCHVISAM/CDISCBATCH Paid byMerchant Srvcs84.750.00115.0052.5062.50260.23112.14148.090.000.00200.25178.2022.05243.02137.25105.77562.59276.34227.7558.500.00396.75306.0090.75671.89101.13570.76143.3746.9496.43291.54231.1060.44577.55402.25175.30639.75508.50131.250.00683.63335.94347.690.00934.52555.02379.500.00522.35442.9679.3992.1053.2538.85470.25254.25216.00742.69557.75105.4479.50348.25 Total BatchAmount 115.00 260.23 37.39 200.25 243.02 581.09 396.75 671.89 143.37 291.54 577.55 711.75 742.13 984.52 522.35 92.10 470.25 742.69 348.25 Paid byOthers0.0036.500.000.000.000.000.000.0037.3937.390.000.000.000.000.000.0018.500.000.000.0018.500.000.000.000.000.000.000.000.000.000.000.000.000.000.000.0072.000.000.0072.0058.500.000.0058.5050.000.000.0050.000.000.000.000.000.000.000.000.000.000.000.000.000.000.00 (continued) SAMPLEMerchant Services 7300 Chapman Highway Knoxville, TN 37920 Merchant Billing Statement Cycle: Cut-off Statement Date: 09/01/2008 DBA Name: John M. Doe, Inc. Store Number: 08 Merchant Number: 987654321 Chain Number: 10101 Page 3 of 4 2 Deposits BatchDate 08/29/08 Deposit Totals Each batch under “Paid by Merchant Services has been posted to Account #: XXXXXXXX0123 SettlementDate 08/29/08 ReferenceNumber 125812458 BatchNumber 00284 CardTypeVISAM/CBATCHVISAM/CAMEX Paid byMerchant Srvcs178.75169.50174.0079.5094.500.009,212.72 Total BatchAmount 258.75 9,570.36 Paid byOthers0.000.0084.750.000.000.00357.64 (continued) Visa/MasterCard/Discover Charges Description Visa - Interchange COMM STND COM B2B B CPS RETAIL CPS NO CARD EIRF CPS/CNP DB EIRF-US DB CPS/RTL CHCK REWARDS 1 REWARDS 2Total Visa MasterCard - Interchange MERIT III KEY ENTERED DATA RATE I MERIT 3 DB KEY ENTERED DB ENH MER 3 ENH KEYED MCW KEYED MCW MERIT3Total MasterCard Discover - Interchange DISCKEYED DISC CNPTotal DiscoverTotal Interchange DescriptionMasterCard AssessmentVisa AssessmentDiscover AssessmentTotal Assessment DescriptionVisa Processing FeeVisa Check Processing FeeMasterCard Processing FeeDiscover Processing FeeTotal Processing Fees Summary SalesAmount 95.25103.50583.22525.051,376.97753.29417.57334.38227.19836.555,252.97 170.26701.18334.3481.54941.88491.01364.00448.5473.003,605.75 295.5058.50354.00 SalesAmount3,605.755,252.97354.00 SalesAmount3,747.731,505.243,605.75354.00 ItemCount 129819911621279 2145313667157 213 ItemCount033 ItemCount5326573 InterchangePer Item 0.10000.10000.10000.10000.10000.15000.20000.15000.10000.1000 0.10000.10000.10000.15000.16000.10000.10000.10000.1000 0.10000.1000 AssessmentPer Item0.00000.00000.0000 Processing Fee Per Item0.00000.00000.00000.0000 InterchangeRate 2.70002.10001.54001.85002.30001.60001.75001.03001.65001.9000 1.58001.89002.65001.05001.64001.73002.04002.05001.7300 1.92001.9200 AssessmentRate0.0950%0.0925%0.0925% ProcessingRate0.25000.25000.25000.2500 InterchangeDollars 2.672.379.8810.5133.5713.409.514.343.9517.10107.30 2.8914.659.361.3117.539.098.039.901.3674.12 5.871.227.09188.51 AssessmentDollars3.444.880.328.64 Processing FeeDollars9.373.779.010.8923.04 220.19 SAMPLEMerchant Services 7300 Chapman Highway Knoxville, TN 37920 Merchant Billing Statement Cycle: Cut-off Statement Date: 09/01/2008 DBA Name: John M. Doe, Inc. Store Number: 08 Merchant Number: 987654321 Chain Number: 10101 Page 4 of 4 Other Transaction Charges Description AMEX NON-STL BTCH BATCH HDR Summary DRCR DRCRDRCR DRCRNET SalesAmount357.640.000.000.00 357.640.00357.64 DiscountRate0.0000.0000.0000.000 DiscountCharges 0.000.000.000.00 0.000.000.00 ItemCount 70250 32032 Per ItemRate 0.0000.0000.0000.000 Authorization Fees Description VISA WATM/C WATDISC WATAMEX WAT ItemCount866037 Rate 0.0000 0.00000.15000.1500 AuthorizationFees 0.00 0.00 0.45 1.05 0.45 0.00 0.00 1.05 1.50 ItemCharges 0.000.000.000.00 0.000.000.00 Visa/MasterCard/Discover Authorization Fees:ECS Authorization Fees:EGC Authorization Fees:Other Card Authorization Fees: Total Authorization Fees: Other Fees Non Taxable Items Description STMT FEE Items 1 Rate 10.00 Total 10.00 10.000.000.0010.00 Total Non-Taxable Items:Total Taxable Items:Total Tax:Total Other Fees: Previous Day Summary Sample Company A SinglePoint Reported Activity as of 11/06/20XX Printed on 11/07/20XX at 12:27 PM CST Bank Name USBMN - US BANK OF MINNESOTA Account Number 123456789012 Account Name Sample Account A Ledger Balance $7,551,044.80 Collected + 1 Day $1,237,959.88 Opening Collected $1,769,895.39 One Day Float $7,105,807.43 2 Day Float $38,129.87 3 Day + Float $0.00 Total Credits $186,810,591.76 Number of Credits 32 Total Debits $192,033,754.20 Total Amount of Debits 39 MTD Avg Collected $271,840.55 MTD Avg Neg Collected -$640,254.27 Page 1 of 2 Printed on 11/07/20XX at 12:27 PM CST GRAND TOTAL Ledger Balance $7,551,044.80 Collected + 1 Day $1,237,959.88 Opening Collected $1,769,895.39 One Day Float $7,105,807.43 2 Day Float $38,129.87 3 Day + Float $0.00 MTD Avg Collected $271,840.55 MTD Avg Neg Collected -$640,254.27 Total Credits $186,810,591.76 Number of Credits 32 Total Debits $192,033,754.20 Total Amount of Debits 39 ---End of Report--- Page 2 of 2 Printed on 11/07/20XX at 12:27 PM CST Current Day Summary Sample Company A SinglePoint Reported Activity as of 11/07/20XX Printed on 11/07/20XX at 12:27 PM CST Bank Name USBMN - US BANK OF MINNESOTA Account Number 123456789012 Account Name Sample Account A Opening Ledger Balance $7,551,044.80 Interim Ledger $11,450,964.83Opening Collected Balance $1,237,959.88 Interim 1 Day Float $2,316.89 Interim 2 Day Float $0.00 Interim 3 + Day Float $0.00 Collected Balance + 1 Day Float $1,240,276.77 Number of Credits 15 Total Amount of Credits $4,057,796.59 Number of Debits 10 Total Amount of Debits $158,146.56 Page 1 of 2 Printed on 11/07/20XX at 12:27 PM CST GRAND TOTALS Opening Ledger Balance $7,551,044.80 Interim Ledger $11,450,964.83 Opening Collected Balance $1,237,959.88 Interim 1 Day Float $2,316.89 Interim 2 Day Float $0.00Interim 3 + Day Float $0.00 Collected Balance + 1 Day Float $1,240,276.77 Number of Credits 15 Total Amount of Credits $4,057,796.59 Number of Debits 10 Total Amount of Debits $158,146.56 ---End of Report--- Since this report includes items received but not yet posted, actual posting may differ due to corrections or additional activity. Page 2 of 2 Printed on 11/07/20XX at 12:27 PM CST Elavon Pricing Proposal¨ (Interchange & Assessments Pass Through + Per Authorization Attempt Fee)Dated Feb 28,2018 Acquiring Pricing Amount Elavon Special pricing program .07% and 0 per item Other Fees Monthly Statement Waived if pull statements electronically from Elavon Monthly Statement Mailing Fee $5.00 per month if mailed Relationship Support Fee $12.99 monthly Site Survey Waived Application fee Waived Customer Service Help Desk Waived Chargeback $20.00 per occurrence NSF/Returned Item $20.00 per occurrence Supplies Standard Pricing Non-Acquiring Bankcards (AMEX, Diners, JCB)$0.02 per transaction Voice Authorizations (per occurrence)$0.85 Voice Authorization with AVS (per occurrence)$0.95 Voice with Bank Referral (per occurrence)$4.00 PCI Basic (Optional)$10.00 per Month PCI Plus (includes PCI toolkit) (Optional)$15.00 per Month Safe-T encyrption fee (replaces PCI fee when active)$15.00 per month PCI Non-Compliance Fee $45.00 per Month Optional Hardware Recommendations Poynt card terminal Quantity pricing available Notes All interchange and assessments passed through to the City at Cost City of Bozeman, MT Financial Proposal March 2, 2018 Leslie Massey Western Region Sales Manager 805.591.7255 leslie.massey@usbank.com U.S. Bank City of Bozeman, Montana 2 Financial Proposal This incentive offer is contingent upon the City attaining $1 million in annual spend volume. U.S. Bank is committed to providing competitive financial incentives to the City of Bozeman, Montana (the City). The following financial proposal details the volume and speed of payment incentives. The full financial impact of U.S. Bank commercial card programs is made up of three components:  Competitive incentive program  Proven strategies for increasing program volume  Tools for cutting procurement costs The savings that can be accrued to the City are significant, often far surpassing the rebate dollars that an organization earns. U.S. Bank offers the City our one card program with the following incentives and fees based on the projections provided by the City. If these assumptions are inaccurate, U.S. Bank reserves the right to revisit our offer. Performance Incentive U.S. Bank offers the City the opportunity to earn a performance incentive based on net annual charge volume1, average transaction size and speed of payment. The incentive opportunity has two parts that, while calculated separately, are dependent upon each other: the City must qualify for both parts of the incentive to receive a performance incentive. If earned, the sum of the parts will be paid to the City annually. Part 1: Performance Volume Incentive At the end of each annual period, U.S. Bank will calculate two performance indicators to qualify the City for the Part 1 Incentive:  Net charge volume for the entire the City program  The average transaction size The result will be applied to the Part 1 matrix below and the qualifying incentive opportunity will be determined. 1 Net annual charge volume means all charges set forth on the monthly billing statements furnished for all accounts, less cash advances, fees, fraudulent charges, chargebacks, charges qualifying for discount interchange rates and amounts charged-off by U.S. Bank. U.S. Bank City of Bozeman, Montana 3 Part 2: Speed of Payment Incentive At the end of each annual period, U.S. Bank will calculate the speed of payment (file turn2) performance for the entire the City program. The result will be applied to the Part 2 matrix below and the qualifying incentive opportunity will be determined. Sample Incentive Calculation (Parts 1 and 2) – 40 File Turn Days An incentive scenario can be calculated using the following performance dynamics:  $1 million net annual charge volume  $200 average transaction size  40 file turn days speed of payment In this example, the Part 1 incentive opportunity would be 0.590%. This opportunity can be increased for each single-day improvement in portfolio speed of payment performance (see Part 2 matrix). For example, if the City payment performance is calculated at 40 file turn days, the combined opportunity would be 0.590% (0.590% + 0.000%). In this example, the potential of the one card performance incentive is $5,900 annually (0.590% × $1,000,000); or $17,700 over an initial three-year term. Sample Incentive Calculation (Parts 1 and 2) – 29 File Turn Days An incentive scenario can be calculated using the following performance dynamics:  $1 million net annual charge volume  $200 average transaction size  29 file turn days speed of payment The Part 1 incentive opportunity would be 0.59%. This opportunity can be increased for each single-day improvement in portfolio speed of payment performance (Part 2 matrix). If the City payment performance is calculated at 29 file turn days, the combined opportunity would be 0.645% (0.590% + 0.055%). In this example, the combined potential of the one card performance incentive is $6,450 annually (0.645% × $1,000,000); or $19,350 over an initial three-year term. 2 File Turn Days are the number of days from the day U.S. Bank funds a charge transaction to the day payment for that transaction is posted, inclusive of the beginning and ending days. U.S. Bank City of Bozeman, Montana 4 Discount Interchange Programs U.S. Bank recognizes that increased commercial card usage is important to your organization’s overall procure-to-pay strategy and that program expansion, cost efficiency and expense control are critical components in streamlining your procurement and spending processes. We continue to embrace commercial card expansion initiatives including reduced interchange programs for our clients’ strategic suppliers, which targets large ticket and other discount interchange commercial card transactions. Through these discount interchange initiatives, U.S. Bank helps enable many suppliers to expand their acceptance of commercial cards. These programs allow our clients to eliminate many administrative processes with their preferred suppliers, saving our clients time and money while capturing data on both their small and large dollar purchases by using their U.S. Bank commercial cards. U.S. Bank is pleased to offer the City the following rebate on your discount interchange transactions: U.S. Bank City of Bozeman, Montana 5 Proposed Fees One Card Feature Fee General Fees Annual Card Fee Fee Waived Global EMV Card Fee Waived Executive Card Annual Fee  Up to 1% of cardholders  Additional cardholders past first 1%  Fee Waived  $100 per account Executive Platinum Card Annual Fee $345 per account Central Travel System (CTS) Fee Waived Delinquency Fees  Fee assessed on the entire past due amount if full balance is not paid by the due date  Fee assessed each subsequent cycle on the entire past due amount  1.0% (Minimum $2.00)  2.5% (Minimum $2.00) Interest Charges No Fee Cash Advance Fee 2.5% (Minimum $2.00) Convenience Check Fee 2.5% (Minimum $2.00) Convenience Check Stop Payment Fee $15.00 Convenience Check Copy Fee $5.00 Returned Convenience Check Fee $15.00 Statement Copy $5.00 per additional statement Draft/Receipt Copy $5.00 per draft Replacement Card Fee Fee Waived Expedited Delivery Fee $20.00 per shipment Non-Sufficient Funds Fee $15.00 Foreign Currency Fee (if applicable) 2.5% per transaction Benefits Travel Accident Insurance $250,000 coverage No Fee Auto Rental Insurance No Fee Visa Liability Insurance $100,000 coverage No Fee Lost Luggage Insurance Maximum $1,250; not to exceed common carrier reimbursement No Fee Other Implementation and Training Cost No Fee Access Online No Fee Electronic Attachments (receipt imaging) Annual Fee $12.00 per user Custom Mapping Fee based upon scope of service Logo Embossing Fee Fee Waived (Standard Fee: $300) Customized Plastic  Quantity of less than 2,000 cards  Quantity of more than 2,000 cards; or specialty printing needs (minimum of 1,000 cards)  $2,000  $5,000 U.S. Bank City of Bozeman, Montana 6 Confidentiality Agreement All content stated in this proposal is proprietary and confidential to U.S. Bank. Information supplied by the City to U.S. Bank for the purpose of this proposal is also confidential. This proposal represents the basis for a proposed business relationship and is not a contract for products or services. Pricing elements are valid for 90 days. All pricing elements including incentives are contingent upon U.S. Bank providing credit approval, which is at U.S. Bank’s sole discretion and subject to U.S. Bank’s Credit Policy. All pricing offered by U.S. Bank is subject to change if credit is conditional upon collateral pledge, pre-payment or guarantor. U.S. Bank City of Bozeman, Montana Exhibit 9. Access Online Sample Reports Placeholder 1U.S. BANK|Receivables 2U.S. BANK|• Capture images upfront; utilize image for posting • Utilize accounting system for notes• Reduce waste by reducing paperReduce paper process and tracking• Request post-able file formatsUpdate Online Payment Process• Minimize handling of exceptions via paper• Utilize images instead of paperEnhance remittance automation and posting• Utilize one e-lockbox vs. having multiple • Consider outsourcing receivables to a lockbox siteConsolidate payment channels• Utilize OCR capabilities to automate posting and create 835 files• PCI complianceExpand Use of Technology and Automation Multiple collection pointsOutsource billingLow DSRBest PracticesOpportunitiesReceivables Recommendations 3U.S. BANK|Combined together, the elements of your A/R processes can be viewed as a working capital optimized model. This analysis shows our estimates on how significant hard and soft dollar savings will be realized.On-Site Electronic Deposit• Eliminate daily trips to bank• Save 1 day of float• Improve DSOScannable Wholesale Lockbox•60,000 annual payment•Lock in per item costs•Float improved 1.5 daysE-Lockbox•Improve DSO•Automate posting•Aggregate multiple servicesVantagePoint•Multiple payment types•Normalize data•Automate cash applicationEfficient electronic paymentLock in otherwise rising per item costsRemotely deposit stranded itemsAutomate check and list itemsReturned Item process savingsWorking Capital Advantage Strategy: Receivables 4U.S. BANK|Payables 5U.S. BANK|Purchase Policy in placeApprovals required on outgoing paymentsBest PracticesOpportunities• Present a ‘payment menu’ to vendors when negotiating or renegotiating payment terms• Roll out a supplier enrollment campaign to convert suppliers to desired payment method• Consider utilization of a single payment file for ACH, Check, and possible virtual card paymentsCreate more diverse payables strategy• Evaluate Commercial Card program-• Policies, spend, program usage, online system• Expand T&E program to eliminate per diem process – improve efficiencies and reduce expenses• Convert payments to a card to maximize rebateOptimize card program• Migrate to an invoice management service to allow for electronic routing of approval Create more automation and process efficiencyPayables Recommendations 6U.S. BANK|Working Capital Advantage Strategy: PaymentsSupplier Prefer PaySupplier Prefer PayConsolidated PayablesConsolidated Payables$183,000POTENTIALREBATE(20% of spend)$31,000PAYMENTSAVINGS(30% of trans.)$64,000PAYMENTSAVINGS(70% of trans.)POTENTIAL REBATE SAVINGS2Year 1$91,500POTENTIALREBATE(10% of spend)$15,000PAYMENTSAVINGS(15% of trans.)$78,000PAYMENTSAVINGS(85% of trans.)•< 2 dollars per check•No more check hasslesCheckPrinting•Electronic paymentACH•Capture rebate•Increase DPOCommercialCard•$6MM Spend –1.48%•20 file turn days .045% IncentivePaymentPlus2ndYEAR SAVINGS –$95,000OVERALL IMPACT –$278,0001stYEAR SAVINGS -Annual: $93,0001Year 2**Assumes a per check savings of $9.50, ACH savings of $10.50, and 1000 total transactions per month and 20% payments moved to cardCombined together, the elements of your A/P processes can be viewed as a working capital optimized model. This analysis shows our estimates on how significant hard and soft dollar savings will be realized. Request for Proposals (RFP) PROFESSIONAL SERVICES TO PROVIDE Banking Services Proposals must be received no later than: Friday, March 2, 2018 at 5:00 pm MST Email proposal to: agenda@bozeman.net RFP: BANKING SERVICES 1 NOTICE IS HEREBY given that the City of Bozeman is requesting proposals for banking services. All proposals must be in the format specified, enclosed in a sealed envelope and clearly identified with RFP title, company name and due date. Proposals must be delivered electronically to the City Clerk at agenda@bozeman.net by Friday, March 2, 2018 at 5:00 o.m. MST. It is the sole responsibility of the proposing firm to ensure that proposals are received prior to the closing time as late submittals will not be accepted. The full RFP is available on the City’s website at www.bozeman.net. DISCRIMINATION The City of Bozeman is an Equal Opportunity Employer. Discrimination in the performance of any agreement awarded under this RFP on the basis of race, color, religion, creed, sex, age, marital status, national origin, or actual or perceived sexual orientation, gender identity or disability is prohibited. This prohibition shall apply to the hiring and treatment of the awarded entity’s employees and to all subcontracts. As such, each entity submitting under this notice shall include a provision wherein the submitting entity, or entities, affirms in writing it will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, gender identity or disability and which also recognizes the eventual contract will contain a provision prohibiting discrimination as described above and that this prohibition on discrimination shall apply to the hiring and treatment of the submitting entity’s employees and to all subcontracts. Failure to comply with the above shall be cause for the City to deem the submittal non-responsive. For additional information on this RFP, contact Laurae Clark, Treasurer, 406-582 2326, lclark@bozeman.net. DATED at Bozeman, Montana, this 31st day of January, 2018. Robin Crough City Clerk City of Bozeman For publication on: Sunday February 4, 2018 Sunday, February 18, 2018 RFP: BANKING SERVICES 2 Request for Proposals Banking Services The City of Bozeman, Montana is soliciting proposals for banking services. It is expected that the selection will be made and work can commence by the beginning of April 2018. Please submit a copy of the proposal electronically to: City Clerk agenda@bozeman.net Deadline for submission is no later than 5:00 p.m., Friday day, March 2, 2018. Please direct your questions regarding this RFP in writing to Laurae Clark, at lclark@bozeman.net. A written response to submitted questions will be posted to the City website approximately one week prior to closing date. Proposals will not be accepted after the date and time designated above. It is the sole responsibility of the proposer to see that their proposal is delivered and received by the deadline. Any proposal received after the designated date and time will not be accepted. 1) BACKGROUND The City, a municipal corporation of the State of Montana, provides water and sewer services to the residents of Bozeman, Montana, including Montana State University. For operational banking, the City has the following accounts: • Operating • Payroll • Court Restitution • Municipal Court (non-interest) • Investment/Money Market The City’s operating account experiences the following: • Number of deposits ranging from 4,500 - 12,000 varying based on seasons • Number of checks (Positive pay file) average 850 a month • Wires are done twice a year for debt service and an average of 5-10 wires throughout the rest of the year • Number of ACH payments a month range 3,200 - 3,400 a month • Average balance ranges from $2.5 million to $3 million 2) SCOPE OF WORK The scope of banking services (“Services”) will be negotiated upon selection based on the services proposed, but are expected to include: • Bank accounts and related services; • Depository services; • Cash management services; RFP: BANKING SERVICES 3 • Wire transfers; • ACH services (including block/filter); • Electronic data interchange services (EDI); • Reconciliation and reporting; • Returned check processing; • Online account balance reporting/electronic Treasury workstation; • Credit card merchant processing services; • Direct deposit payroll service; • Overdraft/daylight overdrafts; • Pledge Securities (100% of all accounts); • Corporate purchasing cards; and • Any other services, or proposed alternatives, generally described in Attachment 1. The City’s current banking services are described generally in Attachment 1. The City expects that proposals should meet or exceed the City’s current banking services. 3) PROPOSAL FORMAT AND CONTENT Interested Respondents shall submit Proposals that clearly demonstrate their ability to provide the Services. The Proposal should be a complete and detailed approach to providing all Required Banking Services and any Value Added Services that the Respondent proposes. Only one Proposal should be submitted. The Proposal must be submitted electronically. The Proposals shall include the following information in the order listed below to facilitate fair and equal evaluation of Proposals. 1. COVER LETTER - Briefly introduce the Respondent, explain the Respondent’s interest in providing the Services, and articulate why the Respondent is qualified to provide the Services. Include the name, address, email address and phone number of the person who will serve as the Respondent’s principle contact with City staff. Identify individual(s) who will be working on the project. 2. BANK PROFILE - Introduce the Bank to the City and indicate how the City would rank compared to other customers of the Bank in relationship to size, complexity, and type of services. Provide an organizational chart depicting the various bank departments, including contacts that would be involved in the City’s banking relationship. Provide the location(s) (City and State) where bank processing takes place for each of the services addressed in Required Banking Services. 3. FINANCIAL STRENGTH - Provide a copy or a working hyperlink of the Bank’s latest annual report. The Proposal should include key measures of the Bank’s health and current financial management including: a. Capital ratios b. Market capitalization and total assets c. Regional and holding company economic strength d. Nonperforming assets (loans and other, separately) e. Any exceptions made in conjunction with regulators f. Other income streams such as gains from the sale of securities or fixed assets g. Indicate the Bank’s ratings from the following agencies and show ratings for senior debt, subordinated debt and long-term deposits: i. Standard & Poor’s ii. Moody RFP: BANKING SERVICES 4 iii. Fitch h. Describe any pending mergers or acquisitions and how these changes might affect the City’s services. 4. SECURITY AND CONTROLS - Briefly discuss the Bank’s security and controls and to the extent appropriate, discuss security for the services outlined in the Bank’s proposal, including what controls the Bank has in place to protect data integrity; ensure that files or transactions are not duplicated or lost; prevent unauthorized transactions; reduce bank employee errors and detect or prevent fraud. Also, discuss the Bank’s experience with the frequency of fraud in each service area. 5. DISASTER RECOVERY AND EMERGENCY PREPAREDNESS - Briefly describe the Bank’s disaster recovery plan. Disclose how many times in the last twelve months that the Bank has experienced an unscheduled downtime that lasted more than 30 minutes and the length of the longest downtime. Describe the most common causes of unscheduled downtimes. Describe the Bank’s contingency plans for critical processes such as payroll ACH, wire transfers, purchasing card transactions and administration, and online transactions. Also, describe the Bank’s ability to assist the City in the event of a disaster within the City resulting in temporary unavailability of City offices and equipment. Briefly describe the Bank’s continuity plan should service officers change, including how the Bank could guarantee a promised level of service, etc. following such change. Discuss how the Bank will communicate with the City and conduct reviews of the banking relationship, including taking corrective action where necessary. 6. DISPUTE RESOLUTION - Briefly describe the Bank’s dispute resolution policy when addressing concerns or questions raised by the City. Describe the Bank’s policy for issues not resolved to the City’s satisfaction. Specifically identify if the City will be required to submit disputes to binding arbitration. Detail the City’s rights as a customer and the recommended steps when issues need to be escalated to a higher management level to be resolved. Please provide a list of contact names and numbers of your banking staff that can best address questions or concerns raised by the City. Please include brief descriptions next to the contact names of the issues that are handled by the individual. 7. SUBCONTRACTED SERVICES - For each service described in the Bank’s proposal, indicate if a subcontractor is used. Include the subcontractor’s name and location (City and State). Specify who the City’s contact will be for all issues, from small and incidental to those that are significant, critical or escalated. If City is to contact subcontractor directly, please provide a list of contact names and numbers for each subcontractor. Please include brief descriptions next to the contact names of the issues that are handled by the individual. Describe the Bank’s process for resolving issues and policies for communication between the City, the Bank and its subcontractors. Describe the Bank’s policy for issues with subcontractors not resolved to the City’s satisfaction. 8. CUSTOMER REFERENCES - Provide references from at least five (5) organizational customers to which the Bank is currently providing the services included in this RFP. Cities or other governmental references are preferred. References should include the entity, a contact name, email address, and phone number. 9. RESPONSE TO REQUIRED BANKING SERVICES AND VALUE ADDED SERVICES - The City requests detailed responses to Attachment 1 regarding services. RFP: BANKING SERVICES 5 4) MINIMUM QUALIFICATIONS Banks must demonstrate all of the following minimum requirements: 1. Be an Equal Opportunity Employer. 2. Be Federal Deposit Insurance Corporation (FDIC) insured, be a Federal or State of Colorado chartered bank and be a member of the Federal Reserve System. 3. Maintain a “Satisfactory” or higher rating under the Federal Community Reinvestment Act (CRA). 4. Be free of any obligations and interests that might, to proposal team’s knowledge, conflict with the interests of the City of Bozeman. 5. Have an existing branch in the City of Bozeman. 6. Bid on and have the ability and capacity to fully provide the Services by an experienced professional staff. Evaluation of the proposal will be based on the quantitative and qualitative responses to the questions and supplemental information supplied in the proposal. The City reserves the exclusive right to select the firm(s) that it deems to be the best interest of the City to accomplish the completion of the project. 5) ANTICIPATED PROFESSIONAL SERVICES AGREEMENT Interviews may be requested once Proposals have been reviewed. The City may contact references provided with the Proposal. The City reserves the right to request clarification or additional information from Respondents and to consider independently obtained information. The City will select the Respondent determined to be the best value by the City in its sole discretion. In addition to the criteria stated above, the City’s determination may consider, without limitation, the Bidder’s financial resources, ability to comply with all legal and regulatory requirements, ability to perform the work and complete the project on time, history of performance, reputation, ability to obtain necessary equipment, data, and facilities, and any other factor deemed important by the City, including location within the City. The City may select multiple Respondents to provide services as needed by the City. The City reserves the right to negotiate further with one or more respondent. Selection of any contractor and execution of a contract is dependent on approval in accordance with applicable City laws and policies and the City’s receipt of any required Certificates of Insurance and applicable endorsements. The City Commission has the approval authority for any eventual contract. 6) RESERVATION OF RIGHTS; LIABILITY WAIVER All proposals submitted in response to this RFP become the property of the City and are public records and, as such, may be subject to public review. Withdrawal of, or modifications to proposals are effective only if written notice threof is sent to the City Clerk prior to the time proposals are due. A notice of withdrawal or modification of a proposal must be signed by an officer with the authority to submit the company and no withdrawal or modifications will be accepted after the time proposals are due. The City reserves the right to accept or reject any and all proposals; to add or delete items and/or quantities; to amend the RFP; to waive any minor irregularities, informalities, or failure to conform to the RFP; to extend the deadline for submitting proposals; to postpone award for up to 30 days; to award one or more contracts, by item or task, or groups of items or tasks, if RFP: BANKING SERVICES 6 so provided in the RFP and if multiple awards or phases are determined by the City to be in the public interest; and to reject, without liability therefore, any and all proposals upon finding that doing so is in the public interest. The City of Bozeman reserves the right to reject the proposal of any person/firm who previously failed to perform properly to the satisfaction of the City of Bozeman, or complete on time agreements of similar nature, or to reject the proposal of any person/firm who is not in a position to perform such an agreement satisfactorily as determined by the City of Bozeman. The City of Bozeman reserves the right to determine the best qualified consultant and negotiate a final scope of service and cost, negotiate a contract with another consultant if an agreement cannot be reached with the first selected consultant, or reject all proposals. The professional services contract between the City of Bozeman and the successful consultant will incorporate the consultant’s scope of service and work schedule as part of the agreement. See Attachment 3 for form of professional services agreement. This RFP does not commit the City to award a contract. The City assumes no liability or responsibility for costs incurred by firms in responding to this request for proposals or request for interviews, additional data, or other information with respect to the selection process, prior to the issuance of an agreement, contract or purchase order. The proposer, by submitting a response to this RFP, waives all right to protest or seek any legal remedies whatsoever regarding any aspect of this RFP. The City reserves the right to cancel, in part or in its entirety, this RFP including, but not limited to: selection procedures, submittal date, and submittal requirements. If the City cancels or revises this RFP, all proposers who submitted proposals will be notified using email. 7) CONFIDENTIALITY AND DISCLOSURE OF INFORMATION Upon completion of negotiations or a determination that no proposals will be pursued, one copy of each submitted proposal shall be retained for the official files of the City and will be considered a public record. 8) NO PARTNERSHIP/BUSINESS ORGANIZATION Nothing in this RFP or in any subsequent agreement, or any other contract entered into as a result of this RFP, shall constitute, create, give rise to or otherwise be recognized as a partnership or formal business organization of any kind between or among the City and respondent proposer. 9) EMPLOYMENT RESTRICTION AND INDEMNITY No person who is an owner, officer, employee, contractor, or consultant of a proposer shall be an officer or employee of the City. No rights of the City’s retirement or personnel rules accrue to a proposer, its officers, employees, contractors, or consultants. Proposers shall have the responsibility of all salaries, wages, bonuses, retirement, withholdings, worker’s compensation and occupational disease compensation, insurance, unemployment compensation other benefits and taxes and premiums appurtenant thereto concerning its officers, employees, contractors, and consultants. Each proposer shall save and hold the City harmless with respect to any and all claims for payment, compensation, salary, wages, bonuses, retirement, withholdings, worker’s compensation and occupational disease compensation, insurance, RFP: BANKING SERVICES 7 unemployment compensation other benefits and taxes and premiums in any way related to each proposer’s officers, employees, contractors and consultants. 10) ACCESSIBILITY Upon reasonable notice, the City will provide assistance for those persons with sensory impairments. For further information please contact the ADA Coordinator Mike Gray at 406 582-3232 or the City’s TTY line at 406-582-2301. 11) GOVERNING LAW This RFP and any disputes arising hereunder or under any future agreement for the sale and purchase of shares, interests, or rights shall be governed hereafter and construed and enforced in accordance with the laws of the State of Montana, without reference to principles of choice or conflicts of laws. 12) MISCELLANEOUS No conversations or agreements with any officer, employee, or agent of the City shall affect or modify any term of this RFP. Oral communications or any written/email communication between any person and the designated contact City staff shall not be considered binding. RFP: BANKING SERVICES 8 RESPONSE TO REQUIRED BANKING SERVICES AND VALUE ADDED SERVICES– Attachment 1 The City requests detailed responses to the following: A. Please provide a description of how the Bank manages and reports its collateral of public funds deposits. Also, please describe the securities to be used for collateral, and the frequency of reporting to the City, and fully describe how the City would protect its position in the collateral in the event of a failure of the Bank. Please include your charge (if any) for this item. a. Include in your fee quote, if any is charged, the cost to process returned checks and a description of when the fee is assessed (at each presentment or following the second processing). b. Describe the Bank’s return item processing procedures including any non- standard options that are available. c. Describe in detail the disbursement products offered by your bank and the specific process the City can expect. d. Describe online banking services provided: i. Electronic copies of the front and back sides of paid checks. ii. Show transmissions of checks issued and reflect items as they are paid, voided or stopped iii. Reconciliation reports available online in real time? If there is a lag, please specify the lag time. e. Regarding voids, errors, and other exceptions: What is the Bank’s standard for timely corrections? f. Positive Pay with Payee Validation - State whether you offer positive pay with payee validation; describe the process offered, its advantages and disadvantages; and disclose all risks and costs to the City with regard to this service. B. Please provide a description of how the Bank handles deposits. Please include your charge (if any) for this item. a. Describe the Bank’s remote check deposit process, the deposit cut-off times, and disclose all risks and costs to the City with regard to this deposit method. b. Describe the Bank’s process to research and pull copies of items deposited remotely. c. Describe the Bank’s deposit requirements for cash vault deposits, check processing and any other depository requirements and the Bank’s procedure for deposit exceptions and corrections. d. Describe the bank’s process for researching deposit information and state any associated costs. e. Please provide a description of how the Bank manages and reports its collateral of public funds deposits. Also, please describe the securities to be used for collateral, and the frequency of reporting to the City, and fully describe how the City would protect its position in the collateral in the event of a failure of the Bank. C. The Bank should specifically identify the method of providing to the City account balance and activity information on all City accounts. Please include your charge (if any) for this item. RFP: BANKING SERVICES 9 a. Can the daily activity also be exported into an Excel format? b. Describe whether current day information is real-time or batched and how often the current day information is updated. c. Describe the reporting available and indicate the level of detail to be included in the reports regarding the following: internal account transfers, external wire transfers, ACH incoming/outgoing transactions, and credit card deposits. d. Provide a full set of sample account balance reports available on your reporting system as part of the Appendix. e. State the number of days of historical information and detail reporting is available. f. Indicate if selected features can be used individually or if a combination of features must be subscribed to. The pricing of all features must be given by module and/or combination of modules as well as identifying whether the access time is on a time-share, per item, or a flat-fee basis, and indicate specifically what equipment is needed. g. Describe whether access is via the internet or whether specific software or hardware is required; describe any special technical requirements necessary for the City to access the Bank’s online reporting system. h. Describe any mobile device capability and any charges for use. i. Describe the security procedures for the online information reporting system, both for access and information protection. j. The Bank must also address security measures and the replacement of existing controls, including separation of user profiles. Please describe the administration process for adding/deleting/changing user profiles. Is it self-administered or does the Bank act as administrator? In addition, describe the events resulting in user connection failure, such as improper log-in attempts or lack of use and the procedure and timeframe expected to reactivate a user. k. Can the Bank provide monthly account activity statements for all bank accounts by the fifth day following month-end? l. Provide additional information as follows: i. The Bank should describe its position regarding reimbursing the City for inadvertent bank errors. ii. Propose a breakdown of pricing for one-time equipment needs. iii. Propose pricing for ongoing processing of credit card payments, specifying any tiered pricing structure for payments received through various levels of cardholder security (i.e. card present, card security code, mailing address match, etc.), and state the frequency and method of billing. m. Distinguish whether credit card merchant processing services are performed by the Bank or through a partnership. n. Describe the process for returned credit card items, including notification to the City, and all costs associated with the returns. o. Describe the Bank’s ability to apply transactions to the City’s account, including a description of the process from start to finish, any requirements of the City or of its credit card processors, security safeguards, and all related Bank fees. D. Any deviation from these time limits must be stated in the bid. RFP: BANKING SERVICES 10 a. Describe the Bank’s ACH procedures including: deadlines for initiation; deadlines for deleting items; confirmations of receipts, segregation of duties, deletions, or reversals; interface offered by the Bank, including built-in security safeguards and a description of the process from start to finish. b. Include in your fee quote all costs associated with ACH (e.g. monthly service fees, flat fees, per file/item fees, returns, etc.). c. Provide details regarding available ACH filters, blocks and other forms of protection to the City’s accounts offered by the Bank. Include all risks and costs to the City with regard to these services. d. Indicate the order that various transactions such as deposits, incoming and outgoing wire transfers, ACH transactions, credit card deposits and checks presented are processed for the calculation of overdrafts. e. The Bank should describe its position regarding an overdraft status of the City’s operating account assuming the overdraft is unforeseen, unintentional and infrequent. Describe the Bank’s position and what charges apply. E. In its proposal, the Bank is requested to describe their wire transfer system and address the following: a. Describe the Electronic Wire Transfer interface offered by the proposing Bank, including built-in security safeguards and a description of the process from start to finish. b. Explain the Bank’s policy in the event of a wire transfer failure; how and when the City would be notified of a failed transfer and how often failures occur: c. Disclose the opening hours and cut-off times for initiating and confirming outgoing wire transfers to ensure same-day execution and the cut-off time for incoming domestic wire transfers to receive same day credit; d. Does the Bank require initiation and confirmation of future dated wires to occur on the same day; or can the initiation of a future dated wire occur on one day and the confirmation of such wire occur on a subsequent day, provided confirmation occurs on or before the wire value date? e. Outline the information about incoming and outgoing wire transfers that is available on a current and previous day basis (i.e., amount, payor / payee, comment field, date received, time received, Fed Reference number, etc.); f. Indicate the procedure for wire template administration. Is the administration of templates maintained by the client or by the bank? g. Indicate if the Bank’s reporting system has the ability to report current day wire activity; inquiries by status (i.e. warehoused wires, pending wires, and confirmed wires), amount, or dollar ranges; and incoming and outgoing wires on the same report or on separate reports. h. Include any associated costs for wires and reporting in your fee quote. F. The City requests information about the Bank’s purchase card services, if available. In the proposal response, the Bank is requested to describe, in detail, their purchase card program and address the following (Not a minimum requirement). a. Describe the administration of the card program and state the process by which new cards are issued, cards are cancelled or frozen, limits on merchant types are set, spending limits are set, disputes are handled, etc. RFP: BANKING SERVICES 11 b. Describe the functionality/capabilities of your purchase card software. Disclose any potential software upgrades on the horizon that would require re-issuance of purchase cards or the re-training of cardholders. c. Include any and all costs, initial and on-going, associated with your purchase card program. d. If available, describe the Bank’s secure Internet website Expense Reporting tool. Explain how this tool works if individuals using the Expense Reporting tool have been set-up with a purchase card. e. Describe the process surrounding the ordering of new purchase cards and the request to change current purchase cards. At a minimum, please include information related to the following: i. Ability to order single or multiple purchase cards at one time and place single transaction limits, monthly credit limits, and Merchant Category Code (MCC) restrictions on each individual card. ii. Merchant Category Code (MCC) Templates should be made available for use in assigning cards to an MCC group. Detail the ability for the City to create our own MCC groups. f. Explain the process surrounding the download of statements and the upload of approved statement information. At a minimum include: i. Capability to electronically send monthly statements to each cardholder and the ability to make account code changes, route the statement through their designated approval process, and electronically forward the statements back to the City’s Finance Department. ii. Ability to generate reporting in Microsoft Excel, or, in a convertible file format in order to integrate with the City’s financial software and/or platform the same functions via the internet. iii. Provide examples of available reports and include an explanation of the content of each report. iv. Outline any Rebate/Revenue Share Back Schedule. v. Explain the process surrounding disputed transactions, potential liability on behalf of the City, and dispute resolution. vi. Confirm your ability to include/imprint the City logo and name onto the top of each purchase card and the ability to include the City tax-exempt number below the cardholder’s name. vii. Provide any other information that could benefit the City’s purchase card program. G. Added services that your Bank offers that might reduce staff time or City costs. Include a description of the service offered, any advantages and disadvantages, and disclose all risks and costs to the City with regard to the service. The Bank should recommend, describe, and explain any and all additional services which would enhance the case management capabilities of the City. This description should include products currently under development and products which have been identified for future development RFP: BANKING SERVICES 12 Statement of Non-discrimination – Attachment 2 ___________________________________ (name of entity submitting) hereby affirms it will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, gender identity or disability and acknowledges and understands the eventual contract will contain a provision prohibiting discrimination as described above and this prohibition on discrimination shall apply to the hiring and treatments or proposer’s employees and to all subcontracts. The term subcontractor does not include vendors of the proposer who do not provide a service directly to the City and are not hired by proposer specifically for performance under the eventual contract. Name and title of person authorized to sign on behalf of submitter RFP: BANKING SERVICES 13 Attachment 3 – Form of Professional Services Agreement PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this _____ day of ____________ , 201__, by and between the CITY OF BOZEMAN, MONTANA, a self governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as “City,” and, , ______________ , hereinafter referred to as “Contractor.” In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged, the parties hereto agree as follows: 1. Purpose: City agrees to enter this Agreement with Contractor to perform for City services described in the Scope of Services attached hereto as Exhibit “A” and by this reference made a part hereof. 2. Term/Effective Date: This Agreement is effective upon the date of its execution and will terminate on the _____ day of ______________ , 201_. 3. Scope of Services: Contractor will perform the work and provide the services in accordance with the requirements of the Scope of Services. For conflicts between this Agreement and the Scope of Services, unless specifically provided otherwise, the Agreement governs. 4. Payment: City agrees to pay Contractor the amount specified in the Scope of Services. Any alteration or deviation from the described services that involves additional costs above the Agreement amount will be performed by Contractor after written request by the City, and will become an additional charge over and above the amount listed in the Scope of Services. The City must agree in writing upon any additional charges. 5. Contractor’s Representations: To induce City to enter into this Agreement, Contractor makes the following representations: a. Contractor has familiarized itself with the nature and extent of this Agreement, the Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules, and regulations that in any manner may affect cost, progress or performance of the Scope of Services. b. Contractor represents and warrants to City that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner and with diligence and skill; that it has the power to enter into and perform this Agreement and grant the rights granted in it; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party, whether rights of RFP: BANKING SERVICES 14 copyright, trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or formats necessary to have these services meet this warranty. 6. Independent Contractor Status/Labor Relations: The parties agree that Contractor is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. Contractor is not subject to the terms and provisions of the City’s personnel policies handbook and may not be considered a City employee for workers’ compensation or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in any dealings between Contractor and any third parties. Contractor shall comply with the applicable requirements of the Workers’ Compensation Act, Title 39, Chapter 71, MCA, and the Occupational Disease Act of Montana, Title 39, Chapter 71, MCA which are applicable to Contractor. Contractor shall maintain workers’ compensation coverage for all members and employees of Contractor’s business, except for those members who are exempted by law. Contractor shall furnish the City with copies showing one of the following: (1) a binder for workers’ compensation coverage by an insurer licensed and authorized to provide workers’ compensation insurance in the State of Montana; or (2) proof of exemption from workers’ compensation granted by law for independent contractors. Contractor shall post a legible statement of all wages and fringe benefits to be paid to the Contractor’s employees and the frequency of such payments (i.e., hourly wage employees shall be paid weekly). Such posting shall be made in a prominent and accessible location at the Contractor’s normal place of business and shall be made no later than the first day of services provided under this Agreement. Such posting shall be removed only upon expiration or termination of this Agreement. In performing the services under this Agreement, Contractor shall give preference to the employment of bona fide residents of Montana, as required by §18-2-403, MCA, and as such, term is defined by §18-2-401(1), MCA. When making assignments of work, Contractor shall use workers both skilled in their trade and specialized in their field of work for all work to which they are assigned. Pursuant to §§18-2-403 and 18-2-422, MCA, Contractor shall pay wages, fringe benefits, and expenses including travel allowances as set forth in the current Montana Prevailing Wage Rate for Non Construction Services in effective and applicable to Gallatin County, Montana which schedule is incorporated herein. Contractor shall pay all hourly wage employees on a weekly basis. Violation of the requirements set forth in the above State of Montana schedule of prevailing wage rates may subject the Contractor to the penalties set forth in §18-2-407, MCA. Contractor shall maintain payroll records during the term of this Agreement and for a period of three (3) years following termination of this Agreement. RFP: BANKING SERVICES 15 The Contractor shall ensure that any person, firm or entity performing any portion of the services under this Agreement for which the contractor, subcontractor or employer is responsible, is paid the applicable standard prevailing rate of wages. In the event that, during the term of this Agreement, any labor problems or disputes of any type arise or materialize which in turn cause any services to cease for any period of time, Contractor specifically agrees to take immediate steps, at its own expense and without expectation of reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific steps Contractor shall take shall be left to the discretion of Contractor; provided, however, that Contractor shall bear all costs of any related legal action. Contractor shall provide immediate relief to the City so as to permit the services to continue at no additional cost to City. Contractor shall indemnify, defend, and hold the City harmless from any and all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes and for any claims regarding underpaid prevailing wages. 7. Indemnity/Waiver of Claims/Insurance: For other than professional services rendered, to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney’s fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, to the extent growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of the Contractor; or (ii) any negligent, reckless, or intentional misconduct of any of the Contractor’s agents. For the professional services rendered, to the fullest extent permitted by law, Contractor agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused by the negligence or willful misconduct of the Contractor or Contractor’s agents or employees. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). Contractor’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. RFP: BANKING SERVICES 16 Should any indemnitee described herein be required to bring an action against the Contractor to assert its right to defense or indemnification under this Agreement or under the Contractor’s applicable insurance policies required below the indemnitee shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) or any portion(s) thereof. In the event of an action filed against City resulting from the City’s performance under this Agreement, the City may elect to represent itself and incur all costs and expenses of suit. Contractor also waives any and all claims and recourse against the City or its officers, agents or employees, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for his own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA. These obligations shall survive termination of this Agreement and the services performed hereunder. In addition to and independent from the above, Contractor shall at Contractor’s expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Contractor in subsection (a) of this Section. The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City and Contractor shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as follows: • Workers’ Compensation – statutory; • Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Automobile Liability - $1,000,000 property damage/bodily injury per accident; and • Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate. The above amounts shall be exclusive of defense costs. The City of Bozeman, its officers, agents, and employees, shall be endorsed as an additional or named insured on a primary non- contributory basis on both the Commercial General and Automobile Liability policies. The insurance and required endorsements must be in a form suitable to City and shall include no less RFP: BANKING SERVICES 17 than a sixty (60) day notice of cancellation or non-renewal. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. Contractor shall notify City within two (2) business days of Contractor’s receipt of notice that any required insurance coverage will be terminated or Contractor’s decision to terminate any required insurance coverage for any reason. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. 8. Termination for Contractor’s Fault: a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to perform any of its obligations under this Agreement, or otherwise breaches any terms or conditions of this Agreement, the City may, by written notice, terminate this Agreement and the Contractor’s right to proceed with all or any part of the work (“Termination Notice Due to Contractor’s Fault”). The City may then take over the work and complete it, either with its own resources or by re-letting the contract to any other third party. b. In the event of a termination pursuant to this Section 8, Contractor shall be entitled to payment only for those services Contractor actually rendered. c. Any termination provided for by this Section 8 shall be in addition to any other remedies to which the City may be entitled under the law or at equity. d. In the event of termination under this Section 8, Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 9. Termination for City’s Convenience: a. Should conditions arise which, in the sole opinion and discretion of the City, make it advisable to the City to cease performance under this Agreement City may terminate this Agreement by written notice to Contractor (“Notice of Termination for City’s Convenience”). The termination shall be effective in the manner specified in the Notice of Termination for City’s Convenience and shall be without prejudice to any claims that the City may otherwise have against Contractor. RFP: BANKING SERVICES 18 b. Upon receipt of the Notice of Termination for City’s Convenience, unless otherwise directed in the Notice, the Contractor shall immediately cease performance under this Agreement and make every reasonable effort to refrain from continuing work, incurring additional expenses or costs under this Agreement and shall immediately cancel all existing orders or contracts upon terms satisfactory to the City. Contractor shall do only such work as may be necessary to preserve, protect, and maintain work already completed or immediately in progress. c. In the event of a termination pursuant to this Section 9, Contractor is entitled to payment only for those services Contractor actually rendered on or before the receipt of the Notice of Termination for City’s Convenience. d. The compensation described in Section 9(c) is the sole compensation due to Contractor for its performance of this Agreement. Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 10. Limitation on Contractor’s Damages; Time for Asserting Claim: a. In the event of a claim for damages by Contractor under this Agreement, Contractor’s damages shall be limited to contract damages and Contractor hereby expressly waives any right to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature or kind. b. In the event Contractor wants to assert a claim for damages of any kind or nature, Contractor shall provide City with written notice of its claim, the facts and circumstances surrounding and giving rise to the claim, and the total amount of damages sought by the claim, within thirty (30) days of the facts and circumstances giving rise to the claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights to assert such claim. 11. Representatives: a. City’s Representative: The City’s Representative for the purpose of this Agreement shall be __________________ or such other individual as City shall designate in writing. Whenever approval or authorization from or communication or submission to City is required by this Agreement, such communication or submission shall be directed to James Goehrung as the City’s Representative and approvals or authorizations shall be issued only by such Representative; provided, however, that in exigent circumstances when City’s Representative is not available, Contractor may direct its communication or RFP: BANKING SERVICES 19 submission to other designated City personnel or agents as listed above and may receive approvals or authorization from such persons. b. Contractor’s Representative: The Contractor’s Representative for the purpose of this Agreement shall be ______________________ or such other individual as Contractor shall designate in writing. Whenever direction to or communication with Contractor is required by this Agreement, such direction or communication shall be directed to Contractor’s Representative; provided, however, that in exigent circumstances when Contractor’s Representative is not available, City may direct its direction or communication to other designated Contractor personnel or agents. 12. Permits: Contractor shall provide all notices, and comply with all applicable laws, ordinances, rules, and regulations which are applicable to Contractor, obtain all necessary permits, licenses, including a City of Bozeman business license, and inspections from applicable governmental authorities, and pay all fees and charges in connection therewith. 13 Laws and Regulations: Contractor shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances which are applicable to Contractor including, but not limited to, all workers’ compensation laws, all environmental laws including, but not limited to, the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all nondiscrimination, affirmative action, and utilization of minority and small business statutes and regulations which are applicable to Contractor. 14. Nondiscrimination: The Contractor agrees that all hiring by Contractor of persons performing this Agreement shall be on the basis of merit and qualifications. The Contractor will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts which are applicable to Contractor. The Contractor will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Contractor shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. The Contractor shall require these nondiscrimination terms of its subcontractors providing services under this agreement. 15. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training: Contractor shall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs, by any employee or agent engaged in services to the City under this Agreement while on City property or in the performance of any activities under this Agreement. Contractor RFP: BANKING SERVICES 20 RFP: BANKING SERVICES 21 Commented [ARM1]: As a national banking association, U.S. Bank is exempt from any requirement to have a state registration or local business license. 12 CFR 7.4007(c) states that "[a] national bank may exercise it deposit-taking powers without regard to state law limitations concerning: . . . (6) State licensing or registration requirements (except for purposes of service of process)[.]" acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S. Department of Transportation (DOT) regulations governing anti-drug and alcohol misuse prevention plans and related testing. City shall have the right to request proof of such compliance upon ninety (90) days written notice, but not more than once per calendar year, and Contractor shall be obligated to furnish such proof. The Contractor shall be responsible for instructing and training the Contractor's employees and agents in proper and specified work methods and procedures. The Contractor shall provide continuous inspection and supervision of the work performed. The Contractor is responsible for instructing his employees and agents in safe work practices. 16. Modification and Assignability: This Agreement may not be enlarged, modified or altered except by written agreement signed by both parties hereto. T Except for assignments arising under operation of law due to a merger or acquisition, the Contractor may not subcontract or assign Contractor’s rights, including the right to compensation or duties arising hereunder, without the prior written consent of City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. For purposes of this Agreement, the term subcontractor does not include vendors of the Contractor who do not provide a service directly to the City and are not hired by Contractor specifically for performance under this Agreement. 17. Reports/Accountability/Public Information: Contractor agrees to develop and/or provide documentation as requested by the City, upon ninety (90) days written notice, but not more than once per calendar year, demonstrating Contractor’s compliance with the requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons authorized by the City, upon ninety (90) days written notice, but not more than once per calendar year, to inspect and copy its books and records relevant to this Agreement for the purpose of verifying that the reimbursement of monies distributed to Contractor pursuant to this Agreement was used in compliance with this Agreement and all applicable provisions of federal, state, and local law which are applicable to Contractor. The Contractor shall not issue any statements, releases or information for public dissemination without prior approval of the City. 18. Non-Waiver: A waiver by either party any default or breach by the other party of any terms or conditions of this Agreement does not limit the other party’s right to enforce such term or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. 19. Attorney’s Fees and Costs: In the event it becomes necessary for either Party to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel to include City Attorney. 20. Taxes: Contractor is obligated to pay all taxes of any kind or nature which are applicable to Contractor and make all appropriate employee withholdings. 21. Dispute Resolution: a. Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties, the parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. b. If the parties are unable to resolve the dispute within thirty (30) days from the date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 22. Survival: Contractor’s indemnification shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 23. Headings: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 24. Severability: If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue in effect. 25. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 26. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 28. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 29. Integration: This Agreement and all Exhibits attached hereto, along with Contractor’s Master Services Agreement, Services Terms and Conditions, Deposit Account Agreement, and documents referenced or incorporated therein, constitute the entire agreement of the parties. Covenants or representations not contained therein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement, along with Contractor’s Master Services Agreement, Services Terms and Conditions, Deposit Account Agreement, and documents referenced or incorporated therein. All communications, either verbal or written, made prior to the date of this RFP: BANKING SERVICES 22 Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. 30. Extensions: this Agreement may, upon mutual agreement, be extended for a period of one year by written agreement of the Parties. In no case, however, may this Agreement run longer than _________________________ . **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** RFP: BANKING SERVICES 1 Request for Proposals (RFP) PROFESSIONAL SERVICES TO PROVIDE Banking Services Proposals must be received no later than: Friday, March 2, 2018 at 5:00 pm MST Email proposal to: agenda@bozeman.net RFP: BANKING SERVICES 2 NOTICE IS HEREBY given that the City of Bozeman is requesting proposals for banking services. All proposals must be in the format specified, enclosed in a sealed envelope and clearly identified with RFP title, company name and due date. Proposals must be delivered electronically to the City Clerk at agenda@bozeman.net by Friday, March 2, 2018 at 5:00 p.m. MST. It is the sole responsibility of the proposing firm to ensure that proposals are received prior to the closing time as late submittals will not be accepted. The full RFP is available on the City’s website at www.bozeman.net. DISCRIMINATION The City of Bozeman is an Equal Opportunity Employer. Discrimination in the performance of any agreement awarded under this RFP on the basis of race, color, religion, creed, sex, age, marital status, national origin, or actual or perceived sexual orientation, gender identity or disability is prohibited. This prohibition shall apply to the hiring and treatment of the awarded entity’s employees and to all subcontracts. As such, each entity submitting under this notice shall include a provision wherein the submitting entity, or entities, affirms in writing it will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, gender identity or disability and which also recognizes the eventual contract will contain a provision prohibiting discrimination as described above and that this prohibition on discrimination shall apply to the hiring and treatment of the submitting entity’s employees and to all subcontracts. Failure to comply with the above shall be cause for the City to deem the submittal non-responsive. For additional information on this RFP, contact Laurae Clark, Treasurer, 406-582- 2326, lclark@bozeman.net. DATED at Bozeman, Montana, this 31st day of January, 2018. Robin Crough City Clerk City of Bozeman For publication on: Sunday February 4, 2018 Sunday, February 18, 2018 RFP: BANKING SERVICES 3 Request for Proposals Banking Services The City of Bozeman, Montana is soliciting proposals for banking services. It is expected that the selection will be made and work can commence by the beginning of April 2018. Please submit a copy of the proposal electronically to: City Clerk agenda@bozeman.net Deadline for submission is no later than 5:00 p.m., Friday day, March 2, 2018. Please direct your questions regarding this RFP in writing to Laurae Clark, at lclark@bozeman.net. A written response to submitted questions will be posted to the City website approximately one week prior to closing date. Proposals will not be accepted after the date and time designated above. It is the sole responsibility of the proposer to see that their proposal is delivered and received by the deadline. Any proposal received after the designated date and time will not be accepted. 1) BACKGROUND The City, a municipal corporation of the State of Montana, provides water and sewer services to the residents of Bozeman, Montana, including Montana State University. For operational banking, the City has the following accounts: • Operating • Payroll • Court Restitution • Municipal Court (non-interest) • Investment/Money Market The City’s operating account experiences the following: • Number of deposits ranging from 4,500 - 12,000 varying based on seasons • Number of checks (Positive pay file) average 850 a month • Wires are done twice a year for debt service and an average of 5-10 wires throughout the rest of the year • Number of ACH payments a month range 3,200 - 3,400 a month • Average balance ranges from $2.5 million to $3 million 2) SCOPE OF WORK The scope of banking services (“Services”) will be negotiated upon selection based on the services proposed, but are expected to include: • Bank accounts and related services; • Depository services; • Cash management services; RFP: BANKING SERVICES 4 • Wire transfers; • ACH services (including block/filter); • Electronic data interchange services (EDI); • Reconciliation and reporting; • Returned check processing; • Online account balance reporting/electronic Treasury workstation; • Credit card merchant processing services; • Direct deposit payroll service; • Overdraft/daylight overdrafts; • Pledge Securities (100% of all accounts); • Corporate purchasing cards; and • Any other services, or proposed alternatives, generally described in Attachment 1. The City’s current banking services are described generally in Attachment 1. The City expects that proposals should meet or exceed the City’s current banking services. 3) PROPOSAL FORMAT AND CONTENT Interested Respondents shall submit Proposals that clearly demonstrate their ability to provide the Services. The Proposal should be a complete and detailed approach to providing all Required Banking Services and any Value Added Services that the Respondent proposes. Only one Proposal should be submitted. The Proposal must be submitted electronically. The Proposals shall include the following information in the order listed below to facilitate fair and equal evaluation of Proposals. 1. COVER LETTER - Briefly introduce the Respondent, explain the Respondent’s interest in providing the Services, and articulate why the Respondent is qualified to provide the Services. Include the name, address, email address and phone number of the person who will serve as the Respondent’s principle contact with City staff. Identify individual(s) who will be working on the project. 2. BANK PROFILE - Introduce the Bank to the City and indicate how the City would rank compared to other customers of the Bank in relationship to size, complexity, and type of services. Provide an organizational chart depicting the various bank departments, including contacts that would be involved in the City’s banking relationship. Provide the location(s) (City and State) where bank processing takes place for each of the services addressed in Required Banking Services. 3. FINANCIAL STRENGTH - Provide a copy or a working hyperlink of the Bank’s latest annual report. The Proposal should include key measures of the Bank’s health and current financial management including: a. Capital ratios b. Market capitalization and total assets c. Regional and holding company economic strength d. Nonperforming assets (loans and other, separately) e. Any exceptions made in conjunction with regulators f. Other income streams such as gains from the sale of securities or fixed assets g. Indicate the Bank’s ratings from the following agencies and show ratings for senior debt, subordinated debt and long-term deposits: i. Standard & Poor’s ii. Moody RFP: BANKING SERVICES 5 iii. Fitch h. Describe any pending mergers or acquisitions and how these changes might affect the City’s services. 4. SECURITY AND CONTROLS - Briefly discuss the Bank’s security and controls and to the extent appropriate, discuss security for the services outlined in the Bank’s proposal, including what controls the Bank has in place to protect data integrity; ensure that files or transactions are not duplicated or lost; prevent unauthorized transactions; reduce bank employee errors and detect or prevent fraud. Also, discuss the Bank’s experience with the frequency of fraud in each service area. 5. DISASTER RECOVERY AND EMERGENCY PREPAREDNESS - Briefly describe the Bank’s disaster recovery plan. Disclose how many times in the last twelve months that the Bank has experienced an unscheduled downtime that lasted more than 30 minutes and the length of the longest downtime. Describe the most common causes of unscheduled downtimes. Describe the Bank’s contingency plans for critical processes such as payroll ACH, wire transfers, purchasing card transactions and administration, and online transactions. Also, describe the Bank’s ability to assist the City in the event of a disaster within the City resulting in temporary unavailability of City offices and equipment. Briefly describe the Bank’s continuity plan should service officers change, including how the Bank could guarantee a promised level of service, etc. following such change. Discuss how the Bank will communicate with the City and conduct reviews of the banking relationship, including taking corrective action where necessary. 6. DISPUTE RESOLUTION - Briefly describe the Bank’s dispute resolution policy when addressing concerns or questions raised by the City. Describe the Bank’s policy for issues not resolved to the City’s satisfaction. Specifically identify if the City will be required to submit disputes to binding arbitration. Detail the City’s rights as a customer and the recommended steps when issues need to be escalated to a higher management level to be resolved. Please provide a list of contact names and numbers of your banking staff that can best address questions or concerns raised by the City. Please include brief descriptions next to the contact names of the issues that are handled by the individual. 7. SUBCONTRACTED SERVICES - For each service described in the Bank’s proposal, indicate if a subcontractor is used. Include the subcontractor’s name and location (City and State). Specify who the City’s contact will be for all issues, from small and incidental to those that are significant, critical or escalated. If City is to contact subcontractor directly, please provide a list of contact names and numbers for each subcontractor. Please include brief descriptions next to the contact names of the issues that are handled by the individual. Describe the Bank’s process for resolving issues and policies for communication between the City, the Bank and its subcontractors. Describe the Bank’s policy for issues with subcontractors not resolved to the City’s satisfaction. 8. CUSTOMER REFERENCES - Provide references from at least five (5) organizational customers to which the Bank is currently providing the services included in this RFP. Cities or other governmental references are preferred. References should include the entity, a contact name, email address, and phone number. 9. RESPONSE TO REQUIRED BANKING SERVICES AND VALUE ADDED SERVICES - The City requests detailed responses to Attachment 1 regarding services. RFP: BANKING SERVICES 6 4) MINIMUM QUALIFICATIONS Banks must demonstrate all of the following minimum requirements: 1. Be an Equal Opportunity Employer. 2. Be Federal Deposit Insurance Corporation (FDIC) insured, be a Federal or State of Colorado chartered bank and be a member of the Federal Reserve System. 3. Maintain a “Satisfactory” or higher rating under the Federal Community Reinvestment Act (CRA). 4. Be free of any obligations and interests that might conflict with the interests of the City of Bozeman. 5. Have an existing branch in the City of Bozeman. 6. Bid on and have the ability and capacity to fully provide the Services by an experienced professional staff. Evaluation of the proposal will be based on the quantitative and qualitative responses to the questions and supplemental information supplied in the proposal. The City reserves the exclusive right to select the firm(s) that it deems to be the best interest of the City to accomplish the completion of the project. 5) ANTICIPATED PROFESSIONAL SERVICES AGREEMENT Interviews may be requested once Proposals have been reviewed. The City may contact references provided with the Proposal. The City reserves the right to request clarification or additional information from Respondents and to consider independently obtained information. The City will select the Respondent determined to be the best value by the City in its sole discretion. In addition to the criteria stated above, the City’s determination may consider, without limitation, the Bidder’s financial resources, ability to comply with all legal and regulatory requirements, ability to perform the work and complete the project on time, history of performance, reputation, ability to obtain necessary equipment, data, and facilities, and any other factor deemed important by the City, including location within the City. The City may select multiple Respondents to provide services as needed by the City. The City reserves the right to negotiate further with one or more respondent. Selection of any contractor and execution of a contract is dependent on approval in accordance with applicable City laws and policies and the City’s receipt of any required Certificates of Insurance and applicable endorsements. The City Commission has the approval authority for any eventual contract. 6) RESERVATION OF RIGHTS; LIABILITY WAIVER All proposals submitted in response to this RFP become the property of the City and are public records and, as such, may be subject to public review. Withdrawal of, or modifications to proposals are effective only if written notice threof is sent to the City Clerk prior to the time proposals are due. A notice of withdrawal or modification of a proposal must be signed by an officer with the authority to submit the company and no withdrawal or modifications will be accepted after the time proposals are due. The City reserves the right to accept or reject any and all proposals; to add or delete items and/or quantities; to amend the RFP; to waive any minor irregularities, informalities, or failure to conform to the RFP; to extend the deadline for submitting proposals; to postpone award for up to 30 days; to award one or more contracts, by item or task, or groups of items or tasks, if RFP: BANKING SERVICES 7 so provided in the RFP and if multiple awards or phases are determined by the City to be in the public interest; and to reject, without liability therefore, any and all proposals upon finding that doing so is in the public interest. The City of Bozeman reserves the right to reject the proposal of any person/firm who previously failed to perform properly to the satisfaction of the City of Bozeman, or complete on time agreements of similar nature, or to reject the proposal of any person/firm who is not in a position to perform such an agreement satisfactorily as determined by the City of Bozeman. The City of Bozeman reserves the right to determine the best qualified consultant and negotiate a final scope of service and cost, negotiate a contract with another consultant if an agreement cannot be reached with the first selected consultant, or reject all proposals. The professional services contract between the City of Bozeman and the successful consultant will incorporate the consultant’s scope of service and work schedule as part of the agreement. See Attachment 3 for form of professional services agreement. This RFP does not commit the City to award a contract. The City assumes no liability or responsibility for costs incurred by firms in responding to this request for proposals or request for interviews, additional data, or other information with respect to the selection process, prior to the issuance of an agreement, contract or purchase order. The proposer, by submitting a response to this RFP, waives all right to protest or seek any legal remedies whatsoever regarding any aspect of this RFP. The City reserves the right to cancel, in part or in its entirety, this RFP including, but not limited to: selection procedures, submittal date, and submittal requirements. If the City cancels or revises this RFP, all proposers who submitted proposals will be notified using email. 7) CONFIDENTIALITY AND DISCLOSURE OF INFORMATION Upon completion of negotiations or a determination that no proposals will be pursued, one copy of each submitted proposal shall be retained for the official files of the City and will be considered a public record. 8) NO PARTNERSHIP/BUSINESS ORGANIZATION Nothing in this RFP or in any subsequent agreement, or any other contract entered into as a result of this RFP, shall constitute, create, give rise to or otherwise be recognized as a partnership or formal business organization of any kind between or among the City and respondent proposer. 9) EMPLOYMENT RESTRICTION AND INDEMNITY No person who is an owner, officer, employee, contractor, or consultant of a proposer shall be an officer or employee of the City. No rights of the City’s retirement or personnel rules accrue to a proposer, its officers, employees, contractors, or consultants. Proposers shall have the responsibility of all salaries, wages, bonuses, retirement, withholdings, worker’s compensation and occupational disease compensation, insurance, unemployment compensation other benefits and taxes and premiums appurtenant thereto concerning its officers, employees, contractors, and consultants. Each proposer shall save and hold the City harmless with respect to any and all claims for payment, compensation, salary, wages, bonuses, retirement, withholdings, worker’s compensation and occupational disease compensation, insurance, RFP: BANKING SERVICES 8 unemployment compensation other benefits and taxes and premiums in any way related to each proposer’s officers, employees, contractors and consultants. 10) ACCESSIBILITY Upon reasonable notice, the City will provide assistance for those persons with sensory impairments. For further information please contact the ADA Coordinator Mike Gray at 406- 582-3232 or the City’s TTY line at 406-582-2301. 11) GOVERNING LAW This RFP and any disputes arising hereunder or under any future agreement for the sale and purchase of shares, interests, or rights shall be governed hereafter and construed and enforced in accordance with the laws of the State of Montana, without reference to principles of choice or conflicts of laws. 12) MISCELLANEOUS No conversations or agreements with any officer, employee, or agent of the City shall affect or modify any term of this RFP. Oral communications or any written/email communication between any person and the designated contact City staff shall not be considered binding. RFP: BANKING SERVICES 9 RESPONSE TO REQUIRED BANKING SERVICES AND VALUE ADDED SERVICES– Attachment 1 The City requests detailed responses to the following: A. Please provide a description of how the Bank manages and reports its collateral of public funds deposits. Also, please describe the securities to be used for collateral, and the frequency of reporting to the City, and fully describe how the City would protect its position in the collateral in the event of a failure of the Bank. Please include your charge (if any) for this item. a. Include in your fee quote, if any is charged, the cost to process returned checks and a description of when the fee is assessed (at each presentment or following the second processing). b. Describe the Bank’s return item processing procedures including any non- standard options that are available. c. Describe in detail the disbursement products offered by your bank and the specific process the City can expect. d. Describe online banking services provided: i. Electronic copies of the front and back sides of paid checks. ii. Show transmissions of checks issued and reflect items as they are paid, voided or stopped iii. Reconciliation reports available online in real time? If there is a lag, please specify the lag time. e. Regarding voids, errors, and other exceptions: What is the Bank’s standard for timely corrections? f. Positive Pay with Payee Validation - State whether you offer positive pay with payee validation; describe the process offered, its advantages and disadvantages; and disclose all risks and costs to the City with regard to this service. B. Please provide a description of how the Bank handles deposits. Please include your charge (if any) for this item. a. Describe the Bank’s remote check deposit process, the deposit cut-off times, and disclose all risks and costs to the City with regard to this deposit method. b. Describe the Bank’s process to research and pull copies of items deposited remotely. c. Describe the Bank’s deposit requirements for cash vault deposits, check processing and any other depository requirements and the Bank’s procedure for deposit exceptions and corrections. d. Describe the bank’s process for researching deposit information and state any associated costs. e. Please provide a description of how the Bank manages and reports its collateral of public funds deposits. Also, please describe the securities to be used for collateral, and the frequency of reporting to the City, and fully describe how the City would protect its position in the collateral in the event of a failure of the Bank. C. The Bank should specifically identify the method of providing to the City account balance and activity information on all City accounts. Please include your charge (if any) for this item. RFP: BANKING SERVICES 10 a. Can the daily activity also be exported into an Excel format? b. Describe whether current day information is real-time or batched and how often the current day information is updated. c. Describe the reporting available and indicate the level of detail to be included in the reports regarding the following: internal account transfers, external wire transfers, ACH incoming/outgoing transactions, and credit card deposits. d. Provide a full set of sample account balance reports available on your reporting system as part of the Appendix. e. State the number of days of historical information and detail reporting is available. f. Indicate if selected features can be used individually or if a combination of features must be subscribed to. The pricing of all features must be given by module and/or combination of modules as well as identifying whether the access time is on a time-share, per item, or a flat-fee basis, and indicate specifically what equipment is needed. g. Describe whether access is via the internet or whether specific software or hardware is required; describe any special technical requirements necessary for the City to access the Bank’s online reporting system. h. Describe any mobile device capability and any charges for use. i. Describe the security procedures for the online information reporting system, both for access and information protection. j. The Bank must also address security measures and the replacement of existing controls, including separation of user profiles. Please describe the administration process for adding/deleting/changing user profiles. Is it self-administered or does the Bank act as administrator? In addition, describe the events resulting in user connection failure, such as improper log-in attempts or lack of use and the procedure and timeframe expected to reactivate a user. k. Can the Bank provide monthly account activity statements for all bank accounts by the fifth day following month-end? l. Provide additional information as follows: i. The Bank should describe its position regarding reimbursing the City for inadvertent bank errors. ii. Propose a breakdown of pricing for one-time equipment needs. iii. Propose pricing for ongoing processing of credit card payments, specifying any tiered pricing structure for payments received through various levels of cardholder security (i.e. card present, card security code, mailing address match, etc.), and state the frequency and method of billing. m. Distinguish whether credit card merchant processing services are performed by the Bank or through a partnership. n. Describe the process for returned credit card items, including notification to the City, and all costs associated with the returns. o. Describe the Bank’s ability to apply transactions to the City’s account, including a description of the process from start to finish, any requirements of the City or of its credit card processors, security safeguards, and all related Bank fees. D. Any deviation from these time limits must be stated in the bid. RFP: BANKING SERVICES 11 a. Describe the Bank’s ACH procedures including: deadlines for initiation; deadlines for deleting items; confirmations of receipts, segregation of duties, deletions, or reversals; interface offered by the Bank, including built-in security safeguards and a description of the process from start to finish. b. Include in your fee quote all costs associated with ACH (e.g. monthly service fees, flat fees, per file/item fees, returns, etc.). c. Provide details regarding available ACH filters, blocks and other forms of protection to the City’s accounts offered by the Bank. Include all risks and costs to the City with regard to these services. d. Indicate the order that various transactions such as deposits, incoming and outgoing wire transfers, ACH transactions, credit card deposits and checks presented are processed for the calculation of overdrafts. e. The Bank should describe its position regarding an overdraft status of the City’s operating account assuming the overdraft is unforeseen, unintentional and infrequent. Describe the Bank’s position and what charges apply. E. In its proposal, the Bank is requested to describe their wire transfer system and address the following: a. Describe the Electronic Wire Transfer interface offered by the proposing Bank, including built-in security safeguards and a description of the process from start to finish. b. Explain the Bank’s policy in the event of a wire transfer failure; how and when the City would be notified of a failed transfer and how often failures occur: c. Disclose the opening hours and cut-off times for initiating and confirming outgoing wire transfers to ensure same-day execution and the cut-off time for incoming domestic wire transfers to receive same day credit; d. Does the Bank require initiation and confirmation of future dated wires to occur on the same day; or can the initiation of a future dated wire occur on one day and the confirmation of such wire occur on a subsequent day, provided confirmation occurs on or before the wire value date? e. Outline the information about incoming and outgoing wire transfers that is available on a current and previous day basis (i.e., amount, payor / payee, comment field, date received, time received, Fed Reference number, etc.); f. Indicate the procedure for wire template administration. Is the administration of templates maintained by the client or by the bank? g. Indicate if the Bank’s reporting system has the ability to report current day wire activity; inquiries by status (i.e. warehoused wires, pending wires, and confirmed wires), amount, or dollar ranges; and incoming and outgoing wires on the same report or on separate reports. h. Include any associated costs for wires and reporting in your fee quote. F. The City requests information about the Bank’s purchase card services, if available. In the proposal response, the Bank is requested to describe, in detail, their purchase card program and address the following (Not a minimum requirement). a. Describe the administration of the card program and state the process by which new cards are issued, cards are cancelled or frozen, limits on merchant types are set, spending limits are set, disputes are handled, etc. RFP: BANKING SERVICES 12 b. Describe the functionality/capabilities of your purchase card software. Disclose any potential software upgrades on the horizon that would require re-issuance of purchase cards or the re-training of cardholders. c. Include any and all costs, initial and on-going, associated with your purchase card program. d. If available, describe the Bank’s secure Internet website Expense Reporting tool. Explain how this tool works if individuals using the Expense Reporting tool have been set-up with a purchase card. e. Describe the process surrounding the ordering of new purchase cards and the request to change current purchase cards. At a minimum, please include information related to the following: i. Ability to order single or multiple purchase cards at one time and place single transaction limits, monthly credit limits, and Merchant Category Code (MCC) restrictions on each individual card. ii. Merchant Category Code (MCC) Templates should be made available for use in assigning cards to an MCC group. Detail the ability for the City to create our own MCC groups. f. Explain the process surrounding the download of statements and the upload of approved statement information. At a minimum include: i. Capability to electronically send monthly statements to each cardholder and the ability to make account code changes, route the statement through their designated approval process, and electronically forward the statements back to the City’s Finance Department. ii. Ability to generate reporting in Microsoft Excel, or, in a convertible file format in order to integrate with the City’s financial software and/or platform the same functions via the internet. iii. Provide examples of available reports and include an explanation of the content of each report. iv. Outline any Rebate/Revenue Share Back Schedule. v. Explain the process surrounding disputed transactions, potential liability on behalf of the City, and dispute resolution. vi. Confirm your ability to include/imprint the City logo and name onto the top of each purchase card and the ability to include the City tax-exempt number below the cardholder’s name. vii. Provide any other information that could benefit the City’s purchase card program. G. Added services that your Bank offers that might reduce staff time or City costs. Include a description of the service offered, any advantages and disadvantages, and disclose all risks and costs to the City with regard to the service. The Bank should recommend, describe, and explain any and all additional services which would enhance the case management capabilities of the City. This description should include products currently under development and products which have been identified for future development RFP: BANKING SERVICES 13 Statement of Non-discrimination – Attachment 2 (name of entity submitting) hereby affirms it will not discriminate on the basis of race, color, religion, creed, sex, age, marital status, national origin, or because of actual or perceived sexual orientation, gender identity or disability and acknowledges and understands the eventual contract will contain a provision prohibiting discrimination as described above and this prohibition on discrimination shall apply to the hiring and treatments or proposer’s employees and to all subcontracts. Name and title of person authorized to sign on behalf of submitter RFP: BANKING SERVICES 14 Attachment 3 – Form of Professional Services Agreement PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this day of , 201 , by and between the CITY OF BOZEMAN, MONTANA, a self governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as “City,” and, , , hereinafter referred to as “Contractor.” In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged, the parties hereto agree as follows: 1. Purpose: City agrees to enter this Agreement with Contractor to perform for City services described in the Scope of Services attached hereto as Exhibit “A” and by this reference made a part hereof. 2. Term/Effective Date: This Agreement is effective upon the date of its execution and will terminate on the day of , 201_. 3. Scope of Services: Contractor will perform the work and provide the services in accordance with the requirements of the Scope of Services. For conflicts between this Agreement and the Scope of Services, unless specifically provided otherwise, the Agreement governs. 4. Payment: City agrees to pay Contractor the amount specified in the Scope of Services. Any alteration or deviation from the described services that involves additional costs above the Agreement amount will be performed by Contractor after written request by the City, and will become an additional charge over and above the amount listed in the Scope of Services. The City must agree in writing upon any additional charges. 5. Contractor’s Representations: To induce City to enter into this Agreement, Contractor makes the following representations: a. Contractor has familiarized itself with the nature and extent of this Agreement, the Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules, and regulations that in any manner may affect cost, progress or performance of the Scope of Services. b. Contractor represents and warrants to City that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner and with diligence and skill; that it has the power to enter into and perform this Agreement and grant the rights granted in it; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party, whether rights of RFP: BANKING SERVICES 15 copyright, trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or formats necessary to have these services meet this warranty. 6. Independent Contractor Status/Labor Relations: The parties agree that Contractor is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. Contractor is not subject to the terms and provisions of the City’s personnel policies handbook and may not be considered a City employee for workers’ compensation or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in any dealings between Contractor and any third parties. Contractor shall comply with the applicable requirements of the Workers’ Compensation Act, Title 39, Chapter 71, MCA, and the Occupational Disease Act of Montana, Title 39, Chapter 71, MCA. Contractor shall maintain workers’ compensation coverage for all members and employees of Contractor’s business, except for those members who are exempted by law. Contractor shall furnish the City with copies showing one of the following: (1) a binder for workers’ compensation coverage by an insurer licensed and authorized to provide workers’ compensation insurance in the State of Montana; or (2) proof of exemption from workers’ compensation granted by law for independent contractors. Contractor shall post a legible statement of all wages and fringe benefits to be paid to the Contractor’s employees and the frequency of such payments (i.e., hourly wage employees shall be paid weekly). Such posting shall be made in a prominent and accessible location at the Contractor’s normal place of business and shall be made no later than the first day of services provided under this Agreement. Such posting shall be removed only upon expiration or termination of this Agreement. In performing the services under this Agreement, Contractor shall give preference to the employment of bona fide residents of Montana, as required by §18-2-403, MCA, and as such, term is defined by §18-2-401(1), MCA. When making assignments of work, Contractor shall use workers both skilled in their trade and specialized in their field of work for all work to which they are assigned. Pursuant to §§18-2-403 and 18-2-422, MCA, Contractor shall pay wages, fringe benefits, and expenses including travel allowances as set forth in the current Montana Prevailing Wage Rate for Non Construction Services in effective and applicable to Gallatin County, Montana which schedule is incorporated herein. Contractor shall pay all hourly wage employees on a weekly basis. Violation of the requirements set forth in the above State of Montana schedule of prevailing wage rates may subject the Contractor to the penalties set forth in §18-2-407, MCA. Contractor shall maintain payroll records during the term of this Agreement and for a period of three (3) years following termination of this Agreement. RFP: BANKING SERVICES 16 The Contractor shall ensure that any person, firm or entity performing any portion of the services under this Agreement for which the contractor, subcontractor or employer is responsible, is paid the applicable standard prevailing rate of wages. In the event that, during the term of this Agreement, any labor problems or disputes of any type arise or materialize which in turn cause any services to cease for any period of time, Contractor specifically agrees to take immediate steps, at its own expense and without expectation of reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific steps Contractor shall take shall be left to the discretion of Contractor; provided, however, that Contractor shall bear all costs of any related legal action. Contractor shall provide immediate relief to the City so as to permit the services to continue at no additional cost to City. Contractor shall indemnify, defend, and hold the City harmless from any and all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes and for any claims regarding underpaid prevailing wages. 7. Indemnity/Waiver of Claims/Insurance: For other than professional services rendered, to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney’s fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of the Contractor; or (ii) any negligent, reckless, or intentional misconduct of any of the Contractor’s agents. For the professional services rendered, to the fullest extent permitted by law, Contractor agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused by the negligence or willful misconduct of the Contractor or Contractor’s agents or employees. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). Except in regards to the Contractor’s Professional Liability policy, Contractor’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. RFP: BANKING SERVICES 17 Should any indemnitee described herein be required to bring an action against the Contractor to assert its right to defense or indemnification under this Agreement or under the Contractor’s applicable insurance policies required below the indemnitee shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) or any portion(s) thereof. In the event of an action filed against City resulting from the City’s performance under this Agreement, the City may elect to represent itself and incur all costs and expenses of suit. Contractor also waives any and all claims and recourse against the City or its officers, agents or employees, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for his own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA. These obligations shall survive termination of this Agreement and the services performed hereunder. In addition to and independent from the above, Contractor shall at Contractor’s expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Contractor in subsection (a) of this Section. The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City and Contractor shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as follows: • Workers’ Compensation – statutory; • Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Automobile Liability - $1,000,000 property damage/bodily injury per accident; and • Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate. Except in regards to the Professional Liability policy, The above amounts shall be exclusive of defense costs. The City of Bozeman, its officers, agents, and employees, shall be endorsed as an additional or named insured on a primary non- contributory basis on both the Commercial General and Automobile Liability policies. The insurance and required endorsements must be Commented [ALW1]: U.S. Bancorp insurance policies, including endorsements, are private and confidential and may not be disclosed by third parties. Commented [ALW2]: Professional Liability insurance with per occurrence/claim limits is not available within the commercial insurance marketplace for institutions of the size and complexity of U.S. Bancorp. RFP: BANKING SERVICES 18 in a form suitable to City and shall include no less RFP: BANKING SERVICES 19 than a sixty (60) day notice of cancellation or non-renewal in accordance to policy provisions. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. Contractor shall notify City within tenwo (102) business days of Contractor’s receipt of notice that any required insurance coverage will be terminated or Contractor’s decision to terminate any required insurance coverage for any reason. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. 8. Termination for Contractor’s Fault: a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to perform any of its obligations under this Agreement, or otherwise breaches any terms or conditions of this Agreement, the City may, by written notice, terminate this Agreement and the Contractor’s right to proceed with all or any part of the work (“Termination Notice Due to Contractor’s Fault”). The City may then take over the work and complete it, either with its own resources or by re-letting the contract to any other third party. b. In the event of a termination pursuant to this Section 8, Contractor shall be entitled to payment only for those services Contractor actually rendered. c. Any termination provided for by this Section 8 shall be in addition to any other remedies to which the City may be entitled under the law or at equity. d. In the event of termination under this Section 8, Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 9. Termination for City’s Convenience: a. Should conditions arise which, in the sole opinion and discretion of the City, make it advisable to the City to cease performance under this Agreement City may terminate this Agreement by written notice to Contractor (“Notice of Termination for City’s Convenience”). The termination shall be effective in the manner specified in the Notice of Termination for City’s Convenience and shall be without prejudice to any claims that the City may otherwise have against Contractor. RFP: BANKING SERVICES 20 b. Upon receipt of the Notice of Termination for City’s Convenience, unless otherwise directed in the Notice, the Contractor shall immediately cease performance under this Agreement and make every reasonable effort to refrain from continuing work, incurring additional expenses or costs under this Agreement and shall immediately cancel all existing orders or contracts upon terms satisfactory to the City. Contractor shall do only such work as may be necessary to preserve, protect, and maintain work already completed or immediately in progress. c. In the event of a termination pursuant to this Section 9, Contractor is entitled to payment only for those services Contractor actually rendered on or before the receipt of the Notice of Termination for City’s Convenience. d. The compensation described in Section 9(c) is the sole compensation due to Contractor for its performance of this Agreement. Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 10. Limitation on Contractor’s Damages; Time for Asserting Claim: a. In the event of a claim for damages by Contractor under this Agreement, Contractor’s damages shall be limited to contract damages and Contractor hereby expressly waives any right to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature or kind. b. In the event Contractor wants to assert a claim for damages of any kind or nature, Contractor shall provide City with written notice of its claim, the facts and circumstances surrounding and giving rise to the claim, and the total amount of damages sought by the claim, within thirty (30) days of the facts and circumstances giving rise to the claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights to assert such claim. 11. Representatives: a. City’s Representative: The City’s Representative for the purpose of this Agreement shall be or such other individual as City shall designate in writing. Whenever approval or authorization from or communication or submission to City is required by this Agreement, such communication or submission shall be directed to James Goehrung as the City’s Representative and approvals or authorizations shall be issued only by such Representative; provided, however, that in exigent circumstances when City’s Representative is not available, Contractor may direct its communication or RFP: BANKING SERVICES 20 submission to other designated City personnel or agents as listed above and may receive approvals or authorization from such persons. b. Contractor’s Representative: The Contractor’s Representative for the purpose of this Agreement shall be or such other individual as Contractor shall designate in writing. Whenever direction to or communication with Contractor is required by this Agreement, such direction or communication shall be directed to Contractor’s Representative; provided, however, that in exigent circumstances when Contractor’s Representative is not available, City may direct its direction or communication to other designated Contractor personnel or agents. 12. Permits: Contractor shall provide all notices, comply with all applicable laws, ordinances, rules, and regulations, obtain all necessary permits, licenses, including a City of Bozeman business license, and inspections from applicable governmental authorities, and pay all fees and charges in connection therewith. 13 Laws and Regulations: Contractor shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances including, but not limited to, all workers’ compensation laws, all environmental laws including, but not limited to, the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non- discrimination, affirmative action, and utilization of minority and small business statutes and regulations. 14. Nondiscrimination: The Contractor agrees that all hiring by Contractor of persons performing this Agreement shall be on the basis of merit and qualifications. The Contractor will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. The Contractor will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Contractor shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. The Contractor shall require these nondiscrimination terms of its subcontractors providing services under this agreement. 15. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training: Contractor shall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs, by any employee or agent engaged in services to the City under this Agreement while on City property or in the performance of any activities under this Agreement. Contractor RFP: BANKING SERVICES 21 acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S. Department of Transportation (DOT) regulations governing anti-drug and alcohol misuse prevention plans and related testing. City shall have the right to request proof of such compliance and Contractor shall be obligated to furnish such proof. The Contractor shall be responsible for instructing and training the Contractor's employees and agents in proper and specified work methods and procedures. The Contractor shall provide continuous inspection and supervision of the work performed. The Contractor is responsible for instructing his employees and agents in safe work practices. 16. Modification and Assignability: This Agreement may not be enlarged, modified or altered except by written agreement signed by both parties hereto. The Contractor may not subcontract or assign Contractor’s rights, including the right to compensation or duties arising hereunder, without the prior written consent of City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. 17. Reports/Accountability/Public Information: Contractor agrees to develop and/or provide documentation as requested by the City demonstrating Contractor’s compliance with the requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons authorized by the City to inspect and copy its books and records for the purpose of verifying that the reimbursement of monies distributed to Contractor pursuant to this Agreement was used in compliance with this Agreement and all applicable provisions of federal, state, and local law. The Contractor shall not issue any statements, releases or information for public dissemination without prior approval of the City. 18. Non-Waiver: A waiver by either party any default or breach by the other party of any terms or conditions of this Agreement does not limit the other party’s right to enforce such term or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. 19. Attorney’s Fees and Costs: In the event it becomes necessary for either Party to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel to include City Attorney. 20. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 21. Dispute Resolution: a. Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual RFP: BANKING SERVICES 22 agreement of the parties, the parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. b. If the parties are unable to resolve the dispute within thirty (30) days from the date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 22. Survival: Contractor’s indemnification shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 23. Headings: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 24. Severability: If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue in effect. 25. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 26. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 28. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 29. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained therein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. 30. Extensions: this Agreement may, upon mutual agreement, be extended for a period of one year by written agreement of the Parties. In no case, however, may this Agreement run longer than . **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** Master Services Agreement Rev. 04/10/2013 Page 1 of 3 Version: 4/13 Customer Tax Identification Number: I, , HEREBY CERTIFY that I am of (“Customer”), an entity organized under the laws of the State of . I further certify that I have full power and lawful authority to execute this Master Services Agreement (“MSA”) on behalf of Customer. I further certify that Customer has taken all action required by its resolutions and other organizational documents, records or agreements to authorize the individuals listed below to act on behalf of Customer in all transactions contemplated under this MSA. Customer shall not be bound by the terms and conditions for those specific services described, to the extent Customer elects not to use such service(s). Customer hereby agrees as follows: DEPOSIT ACCOUNTS: 1. U.S. Bank National Association (“Bank”) is hereby designated as Customer’s banking depository. Customer has received a copy of the deposit account terms and conditions and agrees that such terms shall govern the deposit account services provided by Bank. All transactions between Customer and Bank involving any of Customer’s accounts at Bank will be governed by the deposit account terms and conditions, this MSA and other disclosures provided to Customer. Customer agrees to provide Bank with a copy of documents requested by Bank. 2. Any one (1) of the persons whose names and signatures appear in Appendix A (individually, an “Account Signer”) are hereby authorized to open, add, modify, or close accounts in the name of Customer or its subsidiaries or affiliates, or if applicable, as an agent for another entity, and to sign, on behalf of Customer, its subsidiaries or affiliates or as an agent for another entity, checks, drafts or other orders for the payment, transfer or withdrawal of any of the funds or other property of Customer, whether signed, manually or by use of a facsimile or mechanical signature or otherwise authorized, including those payable to the individual order of the person or persons signing or otherwise authorizing the same and including also those payable to the Bank or to any other person for application, or which are actually applied to the payment of any indebtedness owing to the Bank from the person or persons who signed such checks, drafts or other withdrawal orders or otherwise authorized such withdrawals; and are also authorized to endorse for deposit, payment or collection any check, bill, draft or other instrument made, drawn or endorsed to the accounts governed by this MSA for deposit into these accounts. The authorization contained in the preceding sentence includes transfers of funds or other property of Customer to accounts outside of those accounts Customer maintains at Bank. Any one of the Contract Signers (as defined below) is also authorized to execute any documentation that Bank may require to add or delete Account Signers. 3. Unless Customer otherwise advises Bank in writing and Bank has a reasonable opportunity to act on such writing, the Account Signers listed in Appendix A will be Account Signers on any future deposit accounts that Customer maintains with Bank. 4. Customer acknowledges and agrees that Bank is not required to obtain the consent of or otherwise contact an Account Signer for transactions other than those listed in paragraph 2 above, including, but not limited to, transfers between accounts Customer maintains at Bank, advances on loans Customer has with Bank and transfers to pay down loans Customer has with Bank. TREASURY MANAGEMENT SERVICES: 5. Bank’s treasury management services (“Treasury Management Service(s)”) are described in the U.S. Bank Services Terms and Conditions, any supplements thereto, any implementation documents, user manuals, operating guides and other related documentation and disclosures provided by Bank, and any addendum to any of the foregoing (collectively the "Services Agreement"). Customer has received and reviewed the Services Agreement and desires to use one or more of the Treasury Management Services. 6. Any one (1) of the persons whose names and signatures appear in Appendix B (individually, a “Treasury Management Signer”) are empowered in the name of and on behalf of the Customer to enter into all Treasury Management Services transactions contemplated in the Services Agreement including, but not limited to, selecting Treasury Management Services, appointing agents to act on behalf of Customer in the delivery of Treasury Management Services, signing additional documentation necessary to implement the Treasury Management Services and giving Bank instructions with regard to any Treasury Management Service, including without limitation, wire transfers, ACH transfers, and any other electronic or paper transfers from or to any account Customer may maintain with Bank. Bank may, at its discretion, require Customer to execute additional documentation to implement or amend certain Treasury Management Services. In such cases, documentation necessary to implement or amend such Services shall be signed by a Treasury Management Signer. Customer further acknowledges and agrees that Bank may implement or amend Services based on the verbal, written, facsimile, voice mail, email or other electronically communicated instructions that it believes in good faith to have been received from a Treasury Management Signer. Any one of the Contract Signers (as defined below) is also authorized to execute any documentation that Bank may require to add or delete Treasury Management Signers. Master Services Agreement Rev. 04/10/2013 Page 2 of 3 Version: 4/13 MONEY CENTER AND SAFEKEEPING SERVICES: 7. Any one (1) of the persons referenced in Appendix M (individually, a “Money Center Signer”) are each authorized and empowered in the name of and on behalf of the Customer to transact any and all depository and investment business through the Bank’s Money Center division (the “Money Center”) and any securities custodial business through the Bank’s Safekeeping Department (the “Safekeeping Department), which such person may at any time deem to be advisable, including, without limiting the generality of the foregoing, selecting any services that may from time to time be offered by the Money Center or the Safekeeping Department (collectively referred to herein as “Money Center Services” and “Safekeeping Services”, respectively), appointing additional Money Center Signers or agents to act on behalf of Customer with respect to Money Center Services and Safekeeping Services, signing additional documentation necessary to implement the Money Center Services and Safekeeping Services and giving Bank instructions with regard to any Money Center Service and Safekeeping Service. Customer has received and reviewed the Services Agreement and may use one or more of the Money Center Services or Safekeeping Services from time to time. Bank may, at its discretion, require Customer to execute additional documentation to implement or amend certain Money Center Services or Safekeeping Services. In those cases, the required documentation shall be signed by a Money Center Signer. Customer further acknowledges and agrees that Bank may take any action with respect to any Money Center Services or Safekeeping Services requested by a Money Center Signer based on the verbal, written, facsimile, voice mail, email or other electronically communicated instructions that Bank believes in good faith to have been received from a Money Center Signer. Any one of the Money Center Signers is also authorized to execute any documentation that Bank may require to add or delete Money Center Signers. FOREIGN EXCHANGE: 8. Bank is authorized by Customer to enter into foreign exchange transactions. Customer has received a copy of the Services Agreement and agrees that the terms contained in the Services Agreement, this MSA and other disclosures provided to Customer shall govern the foreign exchange services provided by Bank. Customer agrees to provide Bank with a copy of documents requested by Bank. FOREIGN CURRENCY ACCOUNTS: 9. Bank is hereby designated as Customer’s banking depository for one or more Foreign Currency Account(s) (the “Foreign Account(s)”). Any one (1) of the persons whose names and signatures appear in Appendix C (individually, a “Foreign Currency Account Signer”) are hereby authorized to open, add, modify, or close any Foreign Account(s) in the name of Customer or its subsidiaries or affiliates and to make, on behalf of Customer, orders for payment or transfer of any of the funds or other property of Customer, whether signed, manually or by use of a facsimile or mechanical signature or otherwise authorized, including those payable to the individual order of the person or persons signing or otherwise authorizing the same. Customer hereby expressly authorizes and directs Bank to accept written and oral instructions any payment orders, by telephone or otherwise, consistent with the Services Agreement. Customer has received a copy of the Services Agreement and agrees that the terms contained in the Services Agreement, this MSA and other disclosures provided to Customer shall govern the Foreign Accounts. Any one of the Contract Signers (as defined below) is also authorized to execute any documentation that Bank may require to add or delete Foreign Currency Account Signers. OTHER SERVICES: 10. A Contract Signer is authorized and empowered on behalf of Customer to transact any and all other depository and investment business with and through Bank, and, in reference to any such business, to make any and all agreements and to execute and deliver to Bank any and all contracts and other writings which such person may deem to be necessary or desirable. GENERAL: 11. All Account Signers, Treasury Management Signers, Foreign Currency Account Signers and/or Money Center Signers (whether designated in this MSA or in a prior document [for example, a Certificate of Authority or a Treasury Management Services Agreement] executed by Customer) will remain in place until Bank receives written notice of any change and has a reasonable time to act upon Customer’s written notice. 12. Any and all transactions by or in behalf of Customer with the Bank prior to the adoption of this MSA (whether involving deposits, withdrawals, Treasury Management Services, or otherwise) are in all respects ratified, approved and confirmed. 13. Customer agrees to furnish Bank with the names and signatures (either actual or any form or forms of facsimile or mechanical signatures adopted by the person authorized to sign) of the persons who presently are Account Signers, Treasury Management Signers, Foreign Currency Account Signers and/or Money Center Signers. Bank shall be indemnified and saved harmless by Customer from any claims, demands, expenses, loss or damage resulting from or growing out of honoring or relying on the signature or other authority (whether or not properly used and, in the case of any facsimile signature, regardless of when or by whom or by what means such signature may have been made or affixed) of any officer or person whose name and signature was so certified, or refusing to honor any signature or authority not so certified. Master Services Agreement For Internal Use Only: Review________________ Validation Method _______________ TL Review________________ Imaged________________ Rev. 04/10/2013 Page 3 of 3 Version: 4/13 Each of the undersigned (individually and collectively, the “Contract Signers”) certifies that, based on his or her review of Customer’s books and records, Customer has, and at the time of adoption of this MSA had, full power and lawful authority to adopt the MSA and to confer the powers herein granted to the persons named, and that such persons have full power and authority to exercise the same. Each of the Contract Signers further certifies that he or she has the full power and lawful authority to execute this MSA on behalf of Customer, its subsidiaries and affiliates, or if applicable, as an agent for another entity who has entered into an agreement with Customer authorizing Customer to act on such entity's behalf. Each of the Contract Signers further certifies that the Account Signers, Treasury Management Signers, Foreign Currency Account Signers and/or Money Center Signers have been duly elected to and now hold the offices of Customer set opposite their respective names, and the signatures appearing opposite their names are the authentic, official signatures of the said signer. The undersigned Contract Signers have executed this MSA as of the day of , 20 . Contract Signer Signature: Contract Signer Signature: Print Name: Print Name: Print Title: Print Title: Contract Signer Signature: Contract Signer Signature: Print Name: Print Name: Print Title: Print Title: Contract Signer Signature: Contract Signer Signature: Print Name: Print Name: Print Title: Print Title: Contract Signer Signature: Contract Signer Signature: Print Name: Print Name: Print Title: Print Title: Exceptions/Clarifications to City of Bozeman, MT RFP for Banking Services Elavon, Inc. ("Elavon") agrees to the terms, conditions and specifications contained in the credit card merchant processing services portion of the RFP as set forth in the Proposal provided that the parties also execute Elavon’s Company Application and applicable enrollment forms, which incorporate Elavon’s Terms of Service1 (collectively the “Elavon Agreement”). Areas of conflict between the Elavon Agreement and the RFP have been identified below. The Payment Networks require that Elavon enter into agreements with its merchants containing specific provisions mandated by the Payment Network Regulations, which provisions are not included in the RFP. Therefore, in the event that Elavon is the successful bidder, Elavon will require that the parties include the terms of the Elavon Agreement in the final contract and will, in good faith, work and negotiate with the City toward a resolution of all conflicting items. While this bid is being submitted jointly, Elavon is committing solely to the merchant card services provisions of the RFP and will require that the parties enter into Elavon’s Agreement for the provision of such services. The City must contract for other services with the joint bidder directly. In certain instances Elavon may, through its various sales channels, submit more than one response to this RFP. While Elavon's exceptions to the legal terms and conditions of the RFP may be similar, the remainder of the bid and pricing issues will differ due to the independent responses prepared by each sales channel. RFP Section Exception/Clarification Professional Services Agreement 1, 29 As indicated above, the Elavon Agreement will be a part of the City Agreement. 4 For clarification, Elavon is entitled to pass through to the City all fees or increases thereto from third parties, including the Payment Networks. See Section 18.12 of the Elavon Agreement. 7 Further discussion on the indemnities in this section is required, since the indemnification provision proposed is overbroad in that it does not take into account the City’s responsibility under the Payment Network Regulations for the transactions it chooses to accept. A more detailed description of the parties’ responsibilities for transaction processing is set forth in Section 2 of the Addendum to the Elavon Agreement. In the fourth and eleventh paragraphs, add to the beginning “Except in regards to Contactor’s Professional Liability policy.” Delete the seventh paragraph. In the ninth paragraph, delete “duly licensed.” In the tenth paragraph, delete “any accompanying endorsements” as the insurance 1 Elavon’s Terms of Service is available at https://www.merchantconnect.com/CWRWeb/pdf/TOS_ENG.pdf. policies of Elavon’s parent company are private and confidential. For the last bullet in that section, delete the per claim requirement, as Professional Liability insurance with per occurrence/claim limits is not available within the commercial insurance marketplace for institutions the size and scope of Elavon’s parent company. In the eleventh paragraph, delete “and required endorsements,” “and endorsements,” and “no less than a sixty (60) day” and add after “non-renewal” the phrase “in accordance to policy provisions.” In the last sentence, change 2 to 10. In the twelfth paragraph, delete “and endorsements.” 8 Elavon is entitled to 30 days’ notice and an opportunity to cure in the event of a default. See Section 5.2(a) of the Elavon Agreement. 9 Due to the significant time and expense expended by Elavon in the initial phases of the relationship, combined with the fact that the rates quoted by Elavon are premised upon a term commitment, Elavon cannot agree to termination for convenience. Elavon is entitled to at least thirty (30) days’ notice and an opportunity to cure a default, as set forth in Elavon’s Agreement. Further, Elavon will allow the City to terminate for non-appropriation with sixty (60) day’s prior notice. Additionally, for clarification, in the event of any termination, Elavon will be entitled to recover items received post-termination that relate to transactions processed prior to termination (for example, chargebacks). 10(b) Since chargebacks may be received up to generally 180 days after the transaction has been processed, Elavon cannot agree to a 30 day time period. 12 To the extent the City desires to participate in a Payment Network program that requires registration and a fee, Elavon will pass such fees through to the City. 13 Elavon complies with the Americans with Disabilities Act with respect to employment issues. Since Elavon’s websites are not public facing, they are not required to be ADA compliant. Additionally, Elavon does not manufacture the POS terminals, and offers those terminals from the manufacturers as a convenience to its customers. Elavon understands that such terminals are not required to be ADA compliant. 14 Elavon will include the requested provision in all future subcontracts for work to be performed exclusively for the City under the Elavon Agreement. Elavon will not seek to amend its existing subcontracts, as it cannot do so every time it is a successful bidder. 16 Depending upon the services selected, Elavon already has in place third party providers to perform certain services for all of its customers (for example, a provider for supplies). As a result, Elavon reserves the right to replace such providers as Elavon deems necessary and prudent. See Sections 17.3, 18.5 and 18.12 of the Elavon Agreement. 17 Elavon will provide the City, during normal business hours, with at least ten days prior written notice, at the City’s expense, subject to Elavon’s standard security policies, applicable laws and Payment Network Regulations, and no more than once annually, with records and information pertaining to transactions processed under the Elavon Agreement. However, due to the sensitive nature of the information processed, Elavon cannot permit the City or anyone to have unfettered access to Elavon’s books and records. 22 See Section 18.15 of the Elavon Agreement. 27 Should the City desire to use Safe-T services, then third party beneficiary language is included in such schedules, as mandated by the vendor. Attachments: Elavon’s Company Application and Government Addendum U.S. Bank - List of Exceptions RFP City of Bozeman, Montana 3/2/2018 1 of 1 U.S. Bank appreciates the opportunity to review the Request for Proposal, specifically Attachment 3, Form of Professional Services Agreement. U.S. Bank enjoys its relationship with the City of Bozeman and wants it to continue. In the event of an award to U.S. Bank, U.S. Bank’s United States Commercial Card Agreement and its Terms and Conditions shall be used to continue govern this relationship because: a. It is specifically tailored for the financial services and solutions offered and contains custom provisions in order for U.S. Bank to offer you economic incentives in relation to those services and solutions. b. It contains targeted provisions to ensure both parties are compliant with federal and state regulations, such as the U.S. PATRIOT Act, FCRA, BSA/AML, etc. As a financial institution, U.S. Bank and the services and solutions offered, are highly regulated and we pride ourselves on sound compliance and ethical practices, as well as competitive corporate payment solutions and superior customer service. c. It already includes industry standard core terms and conditions. d. U.S. Bank is able to offer favorable economic incentives in our response because of our efficient contracting processing using standard templates. We look forward to engaging in a collaborative conversation about the contract governing our relationship. 1 USA-GOV-ELV-0218 N EW C OMPANY A PPLICATION-G OVERNMENT/INSTITUTIONAL 1 COMPANY INFORMATION ♦DBA NAME: CONTACT NAME: ♦DBA ADDRESS TYPE: ♦ DBA ADDRESS1 (NO PO BOX): DBA ADDRESS 2: ♦CITY: ♦ STATE ♦ZIP CODE: ♦COUNTRY OF PRIMARY BUSINESS OPERATIONS: ♦BUSINESS COUNTRY OF FORMATION: ♦DBA PHONE #:  DOES COMPANY HAVE THE ABILITY TO ISSUE BEARER SHARES AS OWNERSHIP STAKE IN THE COMPANY? (REQUIRED IF COUNTRY OF FORMATION IS OUTSIDE OF THE U.S. AND BUSINESS STRUCTURE EQUALS C CORPORATION – CLOSELY HELD, PRIVATE COMPANY, PROF CORP, PUBLIC COMPANY, SUB S CORP, LIMITED LIABILITY COMPANY) DBA FAX #: YEAR ESTABLISHED: MOBILE PHONE #: ♦LENGTH OF CURRENT OWNERSHIP: YEARS, MONTHS ♦EMAIL ADDRESS: CIP EXEMPTION: BENEFICIAL OWNER EXEMPTION: 2 OTHER ADDRESS (IF DIFFERENT THAN ABOVE ) MAILING SHIPPING SEE ALSO SPECIAL INSTRUCTIONS (MORE THAN ONE OPTION MAY BE SELECTED) LOCATION NAME: PHONE #: CONTACT: FAX #: ADDRESS: CITY: STATE: ZIP CODE: STATEMENTS/ RETRIEVALS /CHARGEBACKS STATEMENTS: DBA OR MAILING OR W-9 AUTO SEND: YES NO (CHAIN COMPANIES ONLY – MUST INCLUDE CHAIN SET UP FORM) RETRIEVALS: MAIL TO: DBA MAILING OR FAX TO: DBA MAILING OR EMAIL TO: OR ONLINE CASE MANAGEMENT (OCM) CHARGEBACKS: MAIL TO: DBA MAILING AND FAX TO: DBA MAILING OR EMAIL TO: OR ONLINE CASE MANAGEMENT (OCM) 3 CONTACT INFORMATION (AUTHORIZED REP) ♦ OFFICER MANAGER AUTHORIZED REPRESENTATIVE OTHER: ♦FIRST NAME: MN: ♦LAST NAME: ♦TITLE: ♦US PERSON: CONTACT ADDRESS (NO PO BOX): ADDRESS TYPE: CITY: STATE: ZIP CODE: DOB: CONTACT PHONE #: INDIVIDUAL ID EXEMPTION CLASS: GOVERNMENT FEDERAL STATE LOCAL (POLITICAL SUBDIVISION OF A US STATE) OTHER COMPANY INFORMATION ♦AVERAGE SALE AMOUNT: $ ♦CARD PRESENT % ♦HIGH SALE AMOUNT: $ ♦CARD NOT PRESENT* % ♦NUMBER OF HIGH SALES (ABOVE) ANNUALLY: ♦INTERNET* % ♦TOTAL MONTHLY VISA/MC/AMEX/DISC/UNIONPAY SALES: $ (MUST TOTAL 100%) ♦ANNUAL REVENUE: $ INTERNET : PRODUCT WEBSITE: ♦DESCRIPTION OF PRODUCT/SERVICES OFFERED: INTERNET: “CONTACT US” EMAIL: SPECIAL PROGRAM MCC ONLY: *CUSTOMER SERVICE PHONE # AND PREVIOUS PROCESSOR REQUIRED BELOW WHEN DOES THE CUSTOMER RECEIVE THE PRODUCT OR SERVICE? IF NOT SAME DAY, # OF DAYS (INCLUDE SHIPPING TIME FRAME) CUSTOMER SERVICE PHONE #: PREVIOUS PROCESSOR: IF SEASONAL, PLEASE CHECK MONTHS CLOSED BELOW. (CUSTOMER MUST CONTACT CUSTOMER SERVICE TO DEACTIVATE AND REACTIVATE ACCOUNT) JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER BANK ACCOUNT (CHECKING ACCOUNTS ONLY) ♦DEPOSIT BANK NAME: ♦ABA/ROUTING #: ♦DDA ACCOUNT #: BILLING/CHARGEBACK BANK NAME (IF DIFFERENT): ABA/ROUTING #: DDA ACCOUNT #: CHARGEBACK BANK NAME (IF DIFFERENT THAN BILLING): ABA/ROUTING #: DDA ACCOUNT #: FAST TRACK FUNDING MONTHLY FEE $ 2 USA-GOV-ELV-0218 CARD ACCEPTANCE (PLEASE CHECK EACH CARD YOU WISH TO ACCEPT.) PRICING CATEGORY ALL VISA/MASTERCARD/AMEX/UNIONPAY/ DISCOVER CARDS (JCB, DI, PAY PAL PAYMENT DEVICE) RETAIL RESTAURANT LODGING SUPERMARKET MO/TO / INTERNET ARU VISA CREDIT VISA DEBIT MC CREDIT MC DEBIT DISCOVER (JCB, DI, PAY PAL PAYMENT DEVICE) UNIONPAY AMEX PRICING INFORMATION FEES PRICING PROGRAM: (FIXED ONLY) VISA/MASTERCARD/UNIONPAY/DISCOVER CARDS (JCB, DI,PAY PAL PAY DEVICE) AMERICAN EXPRESS APPLICATION $100 RATE* PER ITEM* RATE PER ITEM INSTALLATION/TRAINING $100 TIERED QUALIFIED % $ % $ REPORTING & SUPPORT PACKAGE (PER MONTH) $12.99 MID QUALIFIED % $ % $ MONTHLY MINIMUM $35 NON QUALIFIED % $ % $ CHARGEBACK (PER OCCURRENCE) $25 OPT. CHECK CARD SPRMKT QPS/SMALL TKT RETURN ITEM/NSF (PER OCCURRENCE) $20 % $ STATEMENT: ELECTRONIC OR PAPER $10 OPT. REWARDS % $ MONTHLY STATEMENT MAILING (PAPER STATEMENTS ONLY) OPT. COMMERCIAL CARD % $ RUSH SHIPMENT $ INTERCHANGE PLUS % $ % $ VERIZON DATA PLAN (PER DEVICE): (PER MONTH) $ ENHANCED IC PLUS CHECK CARD QUALIFIED % $ VERIZON DATA PLAN OVERAGE (PER MB) $ 0.05 QUALIFIED % $ % $ OTHER: $ REWARDS QUALIFIED % $ AUTHORIZATIONS MID QUALIFIED % $ % $ VISA (PER AUTH) $ VOICE - ARU (PER AUTH) $0.85 COMMERCIAL NON QUALIFIED % $ MASTERCARD (PER AUTH) $ VOICE OPERATOR (PER AUTH) $0.85 NON QUALIFIED % $ % $ DISCOVER (PER AUTH) $ VOICE - AVS (PER AUTH) $0.85 FIXED - PRICING PGM: % $ % $ UNIONPAY (PER AUTH) $ VOICE BANK REF (PER AUTH) $0.85 *RATES ARE FOR ALL CARD ACCEPTANCE TYPES SELECTED. ALL CARD BRAND ASSESSMENTS WILL BE PASSED THROUGH AT COST. PCI SECURITY PROGRAM/SAFE-T PACKAGE AMEX (PER AUTH) $ DIAL COMMUNICATION (PER AUTH) $0.024 SECURITY PROGRAM (PER MONTH): PCI $7 PIN DEBIT (ALL DEBIT NETWORK FEES WILL BE PASSED THROUGH AT COST) SOLUTION PACKAGE PIN DEBIT MONTHLY FEE $  (PER MONTH. PLUS TAXES, IF APPLICABLE) $ IC PLUS (PER AUTH) $ IC PLUS/ENH. IC PLUS: MONT=ICPLS/AUTH =ASSOC), (TIERED/DIFFERENTIAL: MONT=ICDIF/AUTH =ASSOC) OTHER CARD TYPES EXISTING AMEX SE # (10 DIGITS): PER AUTH: $ EBT SE # (7 DIGITS): PER AUTH: $ 3 USA-GOV-ELV-0218 POINT OF SALE (EQUIPMENT OR SOFTWARE) NETWORK: ELAVON OTHER # OF TIDS: A THIRD PARTY INTEGRATOR WILL BE USED FOR IMPLEMENTATION: VAR SERVICE PROVIDER (HOSTED): VAR (DISTRIBUTED): VENDOR: PRODUCT: VERSION: PURCHASE/SETUP LEASE** SOFTWARE/WIRELESS QTY POS DESCRIPTION ITEM CODE TERMINAL ENCRYPT OWNS REPROG FEE PER UNIT PRICE PER UNIT TERM MONTHLY MONTHLY RATE PER UNIT ANNUAL FEE PER UNIT MONTHLY FEE PER UNIT PER AUTH FEE $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ **PLEASE NOTE THAT ALL LEASES MUST COMPLETE THE SECTION IMMEDIATELY BELOW. INITIALS ARE REQUIRED. ALL APPLICABLE STATE AND LOCAL TAXES WILL BE APPLIED. SALES TAX EXEMPT Elavon and Member have no responsibility for, and shall have no liability to Company in connection with, any hardware or software, or any related services, Company receives under a direct agreement (including any sale, warranty or end-user license agreement) between Company and a third party, including any Value Added Servicer, even if Elavon collects fees or other amounts from Company with respect to such hardware, software or services. ADDITIONAL POS SERVICES: DESCRIPTION SETUP FEE ANNUAL FEE MONTHLY FEE PER AUTH FEE $ $ $ $ $ $ $ $ TERMINAL PROGRAMING INSTRUCTIONS (DO NOT USE FOR CONVERGE – THIS INFORMATION IS COVERED DURING TRAINING) RETAIL (AUTO CLOSE DEFAULT) QUICK CLOSE STORE AND FORWARD NO SIGNATURE CONTACTLESS (+ NO SIGNATURE) RESTAURANT (QUICK CLOSE DEFAULT) TIP FUNCTION (DEFAULT) FINE DINING TAB FUNCTION CARD NOT PRESENT (AUTO CLOSE DEFAULT) QUICK CLOSE LODGING (QUICK CLOSE DEFAULT) QUICK STAY CUSTOM PROMPTS: TERMINAL AUTO CLOSE (RTL, MOTO) TIME ZONE CASH BACK PIN DEBIT (RTL): $ (MAX) CUSTOM FOOTER: NO TIP (REST) NO SERVER PROMPT (REST) CLERK PROMPT (RTL) TIP FUNCTION WAITER (RTL) TIP FUNCTION CASHIER (RTL) COMMUNICATION METHOD (IP DEFAULT): DIAL TRAINING (DEFAULT = TRAINING REQUIRED): NO TRAINING PHONE INFORMATION: ACCESS #: 4 X______I understand that I am entering into a -month commercial equipment lease for credit-card processing equipment. I understand this is a NON-CANCELLABLE commercial equipment lease and that I will be required to make monthly payments of $ under this lease for the entire -month term, regardless of any representations made by the Sales Representative. Under a -month term with a monthly payments of $ , I understand the approximate total cost of the equipment lease to be $ . I also realize that I will have to pay applicable sales tax every month and, if I do not provide evidence of insurance, I will be charged an additional $4.95monthly to cover equipment. I understand the equipment lease may be more expensive than purchasing the same equipment outright, and that I have had an opportunity to research the cost to purchase the same equipment outright. As an alternative to a lease, I understand I may purchase the equipment outright at the time of the lease application for the amount of $ . Finally, I understand that I will be personally responsible for making payments under this lease and that any failure to pay all amounts when due may result in additional charges, potential damage to my credit rating, and/or legal action against me to collect both past and future payments owed under the lease. The end of lease residual value is $ plus taxes if applicable. Company hereby authorizes Elavon, through its Ladco Leasing division (“Lessor”), to automatically withdraw Company’s monthly lease payments and any amounts, including any and all taxes or other charges, owed in accordance with the lease, as applicable, by initiating debit entries to Company’s account at the financial institution (“Bank”) indicated hereon or such other financial institution used by Company from time to time. A lease payment (whether paid by debit or other means) that is not honored by Bank for any reason will be subject to a returned item service fee imposed by Lessor. Upon completion of the lease term, this authorization shall remain in effect until Lessor has received written notice from Company of its termination. BANK NAME: ABA/ROUTING #: DDA ACCOUNT #: ELECTRONIC CHECK SERVICE ANNUAL CHECK VOLUME: $ AVERAGE CHECK AMOUNT: $ MAXIMUM CHECK AMOUNT: $ ECS MONTHLY MINIMUM: $ ECS – PAPER CHECK CONVERSION PROCESSING OPTIONS: POP (POS IMAGE) ARC (POS IMAGE) BOC CONVERSION WITH GUARANTEE GUARANTEE RATE: % PER TRANSACTION: $ CONVERSION W/ VERIFICATION OR CONVERSION ONLY PER TRANSACTION: $ PER RETURN TRANSACTION: $ COLLECTIONS ACH CHECK – CHECK NOT PRESENT (CNP) PROCESSING OPTIONS: CONCURRENT ENROLLMENT (INCLUDES: WEB, TEL, PPD AND CCD) = XNP INDIVIDUAL ENROLLMENT - CHOOSE ONE (ONE PER MID) ACH-ECHECK WITH VERIFICATION PER TRANSACTION: $0 WEB – INTERNET INITIATED PPD – PREARRANGED PAYMENT PER RETURN TRANSACTION: $ TEL/IVR – TELEPHONE INITIATED CCD – CORPORATE TO CORPORATE ACH – ECHECK CONVERSION ONLY PER TRANSACTION: $ CONVERGE SETUPS WILL BE CONCURRENTLY ENROLLED IN ALL PRODUCT TYPES = XNP PER RETURN TRANSACTION: $ OTHER ECS CHECK CONVERSION SERVICE REQUESTS PROMPTS FOR DRIVER’S LICENSE (IF NOT SELECTED, INFORMATION MUST BE OBTAINED ON CHECK FOR GUARANTEE SERVICE) NSF SERVICE FEE PROCESSING @ $2 PER NSF ITEM. NOT APPLICABLE FOR GUARANTEE SERVICE NSF SERVICE FEE AMOUNT: MAX ALLOWED OR SPECIFIED SERVICE FEE AMOUNT $ (STATE MAX IS DEFAULT) ACH ECHECK NSF SERVICE FEE AMOUNT: $15 (DEFAULT) OR SPECIFIED SERVICE FEE AMOUNT $ SPECIFY NSF RESUBMISSION ATTEMPTS: 0 OR 1 (2 IS THE DEFAULT) ENQUIRE REPORTING ACCESS: # OF USERS: @ $29.95 EACH PER ACH – ECHECK QUESTIONNAIRE 1. WHAT TYPES OF PAYMENTS WILL YOU ACCEPT USING ACH-ECHECK (E.G., UTILITY BILL PAYMENTS, MONTHLY RENT PAYMENTS, MONTHLY BILLING FOR GENERAL SERVICES)? 2. WILL YOU OBTAIN AUTHORIZATION FROM YOUR CUSTOMERS PRIOR TO ACCEPTING AN ACH ENTRY IN ACCORDANCE WITH THE ECS OPERATING GUIDE (E.G., ORALLY VIA TELEPHONE FOR TEL/IVR, OR IN WRITING FOR PPD)? YES NO 3. WILL YOU VERIFY AND AUTHENTICATE THE IDENTITY OF YOUR CUSTOMERS IN ACCORDANCE WITH THE ECS OPERATING GUIDE PRIOR TO INITIATING ACH ENTRIES FOR THOSE CUSTOMERS (E.G., BY OBTAINING A CUSTOMER’S NAME, ADDRESS AND TELEPHONE NUMBER OR USING A DATABASE TO VERIFY THE ACCURACY OF THE INFORMATION PROVIDED BY CUSTOMER)? YES NO 4. WILL YOU OFFER ACH-ECHECK TO EXISTING OR NEW CUSTOMERS? EXISTING NEW 5. WILL YOU MAINTAIN AND DISCLOSE TO YOUR CUSTOMERS PROCEDURES FOR CANCELLING AN AUTHORIZATION? YES NO 6. WILL YOU ENSURE THAT INFORMATION REGARDING EACH TRANSACTION AUTHORIZATION ENTERED BY A CUSTOMER AND/OR YOUR SERVICE REPRESENTATIVE IS ACCURATE AND NOT A DUPLICATE TRANSACTION? YES NO 4 USA-GOV-ELV-0218 REPORTING TOOLS MCP ONLY OR MCP WITH OCM  MONTHLY FEE $ SET UP FEE $ # USERS SET UP TYPE (CHECK ONE) MID CHN ACS MONTHLY FEE $ SET UP FEE $ REMOTE ID OTHER VAS Dynamic Currency Conversion (DCC): DCC Conversion Rate: % DCC Rebate: % Annual DCC Registration Fee: $ DCC Exchange Rate Source: US Bank CONVENIENCE FEE AND GOVERNMENT/PUBLIC INSTITUTION SERVICE FEES (GPISF) CONVENIENCE FEE SERVICES PROGRAMS GPISF SERVICES PROGRAMS (CHECK ALL THAT APPLY, BUT ONLY IF COMPANY ELECTS GPISF ASSESSMENTS: COMPANY-MANAGED SERVICE FEE3 CONVENIENCE FEE FUNDING MODEL (CHECK ONE): COMPANY-MANAGED WITH ELAVON POS DEVICES/SERVICE FEE TERMINALS4 COMPANY MANAGED CONVENIENCE FEE1 ELAVON-MANAGED SERVICE FEE5 ELAVON MANAGED CONVENIENCE FEE2 CARD ACCEPTANCE (CHECK ALL THAT APPLY): PAYMENT TRANSACTION TYPES POINT OF SALE INTERNET CREDIT (CHECK ALL THAT APPLY): IVR OTHER: VISA MASTERCARD DISCOVER GPISF SERVICES PROGRAMS (CHECK ALL THAT APPLY, BUT ONLY IF COMPANY ELECTS GPISF ASSESSMENTS: SIGNATURE DEBIT (CHECK ALL THAT APPLY): MASTERCARD GOVERNMENT AND EDUCATION PAYMENT PROGRAM VISA MASTERCARD DISCOVER VISA GOVERNMENT AND EDUCATION PAYMENT PROGRAM PIN-BASED DEBIT TRANSACTION TYPES: ACH (VIA ELECTRONIC CHECK SERVICES) FEDERAL INCOME TAX BUSINESS TAX ELAVON PRODUCT SUPPORTING ELAVON-MANAGED CONVENIENCE FEE ASSESSMENT TO BE USED BY COMPANY (CHECK ALL THAT APPLY): GOVERNMENT FEES OTHER TAX COMPANY PROPRIETARY SOLUTION OR SERVICE PROVIDER STATE INCOME TAX TUITION OTHER: REAL ESTATE PROPERTY TAX OTHER EDUCATION EXPENSES CONVENIENCE FEE PRICING: PAYMENT TYPES FOR GPISF ASSESSMENT (NOT ALL PAYMENT TYPES ARE SUPPORTED FOR ALL PROGRAMS)(CHECK ALL THAT APPLY, BUT ONLY IF COMPANY ELECTS GPISF ASSESSMENT): CONVENIENCE FLAT FEE AMOUNT: $ CREDIT – (CHECK ALL THAT APPLY): CONVENIENCE FEE %: (MASTERCARD, DISCOVER & ACH PROGRAMS ONLY) VISA – ELIGIBLE MCCS: 8211, 8220, 8244, 8249, 9211, 9222, 9311, 9399 IMPLEMENTATION FEE (IF APPLICABLE): $ MASTERCARD – ELIGIBLE MCCS: 8211, 8220, 8299, 9211, 9222, 9223, 9311, 9399, 9402 DISCOVER (AVAILABLE IF ELAVON-ACQUIRED) SIGNATURE DEBIT – (CHECK ALL THAT APPLY) VISA – ELIGIBLE MCCS: 8211, 8220, 8244, 8249, 9211, 9222, 9311, 9399 MASTERCARD – ELIGIBLE MCCS: 8211, 8220, 8299, 9211, 9222, 9223, 9311, 9399, 9402 DISCOVER (AVAILABLE IF ELAVON-ACQUIRED) ACH (VIA ELECTRONIC CHECK SERVICES) ELAVON PRODUCT SUPPORTING GPISF ASSESSMENT TO BE USED BY COMPANY (CHECK ALL THAT APPLY): SERVICE FEE TERMINAL COMPANY PROPRIETARY SOLUTION OR SERVICE PROVIDER SAFE-T SERVICES (ADDITIONAL ENROLLMENT FORM REQUIRED) OTHER: GPISF PRICING: CREDIT CARD SERVICE FEE: % OR $ SIGNATURE DEBIT SERVICE FEE: % OR $ ACH (VIA ELECTRONIC CHECK SERVICES): $ IMPLEMENTATION FEE (IF APPLICABLE): $ 1 “Company-Managed” Convenience Fee means that Company establishes the amount of the Convenience Fee (subject to the requirements of the Agreement and applicable Payment Network Regulations) and retains the Convenience Fee. Company pays Elavon the per transaction fees as set forth in this application to the Agreement for all Convenience Fee Transactions. 2 “Elavon- Managed” Convenience Fee means that Elavon establishes the amount of the Convenience Fee and retains the Convenience Fee in lieu of Company’s obligation to pay Elavon the per transaction fees as set forth in this application to the Agreement for Convenience Fee Transactions. The Convenience Fee is still charged by Company and included in the overall transaction amount charged to the Cardholder. 3 “Company-Managed” Service Fee means that Company establishes the amount of the GPISF, programs its POS Devices to assess the GPISF, and retains the GPISF (subject to the requirements of the Agreement and applicable Payment Network Regulations). Company pays Elavon the per transaction fees as set forth in this application for all GPISF Transactions. 4 “Company-Managed with Elavon POS Devices/Service Fee Terminals” means that Elavon programs the POS Devices to assess the GPISF established by Company and Company retains the GPISF. Company pays Elavon the per transaction fees as set forth in this application to the Agreement for all GPISF Transactions. 5 “Elavon-Managed” Service Fee means that Elavon establishes the amount of the GPISF, and Elavon charges and retains the GPISF in lieu of Company’s obligation to pay Elavon the per transaction fees and Safe-T Services fees (if Safe-T is chosen above) for GPISF Transactions. 5 USA-GOV-ELV-0218 SUBSTITUTE FORM W-9 GOVERNMENT NON-PROFIT CHARITABLE OR SOCIAL (INCLUDE DOCUMENTS THAT SUPPORT TAX EXEMPT STATUS) OTHER ♦ LEGAL BUSINESS NAME* : *NAME (OF BUSINESS) AS SHOWN ON YOUR BUSINESS INCOME TAX RETURNS. FOR SOLE PROPRIETORS, THIS SHOULD ALWAYS BE THE OWNER’S NAME. ♦ LEGAL BUSINESS ADDRESS (NO PO BOX): OR TIN (EMPLOYER ID #): ♦CITY: ♦STATE: ♦ZIP CODE: TIN (SOCIAL SECURITY #): 5 COMPANY REPRESENTATIONS AND CERTIFICATIONS Company Representations and Certifications. By signing below, the applicant company (“Company”) and its representative(s) represent and warrant to Elavon, Inc. (“Elavon” or “member” as applicable), with offices at 7300 Chapman Highway, Knoxville, TN 37920 (collectively, “we” or “us”) that (i) all information provided in this company application (“Company Application”) is true and complete and properly reflects the business and financial condition of Company; and (ii) the persons signing this Company Application are duly authorized to bind Company to all provisions of this Company Application and the Agreement. The signature by an authorized representative of Company on the Company Application, or the transmission of a Transaction Receipt or other evidence of a Transaction to us, shall be the Company’s acceptance of and agreement to the terms and conditions contained in the Agreement including, without limitation, this Company Application, the Terms of Service (“TOS”), the Addendum to the Terms of Service for Government/Institutional Companies attached hereto, and the Operating Guide incorporated herein by this reference and located at our website at https://www.merchantconnect.com/CWRWeb/pdf/TOS_ENG.pdf and https://www.merchantconnect.com/CWRWeb/pdf/OPERATING GUIDE_Eng.pdf, respectively. If you are accepting electronic payments through Transend Pay you also agree to the Terms and Conditions set out under the Resources tab at www.elavon.com/transendpay, and as subsequently amended in the Operating Guide in the Transend Pay Services Chapter. If Company does not have access to view the TOS or Operating Guide at our website please contact our customer service center. Notwithstanding any such non-receipt of the TOS or Operating Guide, Company agrees to comply with the Agreement, and all applicable laws, rules, and regulations including the rules and regulations of the Payment Networks, and understands that failure to comply will result in termination of processing services. Capitalized terms shall, unless otherwise defined in this Company Application, have the same meaning ascribed to them in the TOS and Operating Guide. Company must obtain an Authorization Code via electronic terminal or similar device before completing any transaction. Company understands that an AUTHORIZATION CODE IS NOT A GUARANTEE OF ACCEPTANCE OR PAYMENT OF A TRANSACTION. RECEIPT OF AN AUTHORIZATION CODE DOES NOT MEAN THAT COMPANY WILL NOT RECEIVE A CHARGEBACK FOR THAT TRANSACTION. Company and its representative(s) authorize us prior to our acceptance of this Company Application and from time to time thereafter, to investigate the business history and background of Company and to obtain credit reports or other background investigation reports on Company that we consider necessary to review the acceptance and continuation of this Company Application. Company also authorizes any person or credit reporting agency to compile information to answer those credit inquiries and to furnish that information to us. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. This means we will ask for certain information and identifying documents to allow us to identify you. This Company Application may be signed in one or more counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one and the same Company Application. Delivery of executed counterparts of this Company Application may be accomplished by a facsimile transmission, and a signed facsimile or copy of this Company Application shall constitute a signed original. All companies must comply with the requirements of the Payment Card Industry Data Security Standards (“PCI DSS”). Elavon requires Level 4 companies (determined based on Transaction volume) to validate PCI DSS compliance on an annual basis, with initial validation to occur no later than ninety (90) days after account approval. Any company that has not validated PCI DSS compliance within ninety (90) days of account approval, or in subsequent years on or before the anniversary date of account approval, will be charged a monthly non-compliance fee of $59.99 until Elavon is provided with validation of PCI DSS compliance. Company may be eligible for Data Breach Financial Assistance Coverage following account approval and PCI DSS compliance validation. See the PCI Compliance Program Overview for assistance details and conditions. American Express Acceptance Program (Acceptance Program). If Company has elected to accept American Express® Transactions (as indicated in the Card Acceptance section of this Company Application), in addition to all other terms of this Agreement, Company agrees to the Acceptance Program terms of the TOS. By signing below or by accepting a Transaction initiated with an American Express® Payment Device, Company expressly authorizes Elavon to submit American Express® Transactions to, and to receive settlement funds from, American Express on Company’s behalf. Company further authorizes Elavon to provide Company’s contact information to American Express, and Company agrees that American Express may use and share such contact information for its business purposes and as permitted by applicable Laws, including to communicate with Company regarding products, services, and resources available to Company’s business. American Express’s use of the email address and mobile phone number provided above is subject to the consent to such use as indicated in Section 1 of this Company Application. Consent to American Express’s use of contact information for such communications may be withdrawn at any time by contacting our customer service center. Even if consent is withdrawn, Company may still receive messages related to important information about Company’s account from American Express. Company or Elavon may terminate Company’s acceptance of American Express® Payment Devices at any time, with or without cause, without affecting Company’s rights and obligations pursuant to the remainder of this Agreement. Company acknowledges that, if at any time Company is no longer qualified to participate in the Acceptance Program, Company may be enrolled in the standard American Express® card acceptance program, which may have different terms and conditions than the Acceptance Program, and Company’s acceptance of American Express® Payment Devices pursuant to this Agreement will be terminated. Company acknowledges that American Express is an intended third-party beneficiary of this Agreement, solely with respect to the terms and conditions applicable to Company’s acceptance of American Express® Payment Devices, and that American Express has the right to enforce such terms and conditions directly against Company. ♦SIGNATURE: X ♦PRINTED NAME: ♦TITLE: ♦DATE: SIGNATURE: X PRINTED NAME: TITLE: DATE: SUBMITTED BY (INTERNAL USE ONLY) To the best of my knowledge, I certify that the information provided in this Company Application was provided by the Company and is true, complete and accurate. I further certify that the signatures were provided by the Company’s authorized representative. ♦PRINTED NAME: ♦REP ID #: ♦DATE: ♦REP PHONE #: ♦REP EMAIL: USA-GOV-ELV-0218 6 USA-GOV-ELV-0218 ADDENDUM TO THE TERMS OF SERVICE FOR GOVERNMENT/INSTITUTIONAL COMPANIES The following provisions hereby replace the like-numbered provisions of the Terms of Service (“TOS”) or are hereby inserted or deleted from the TOS, as indicated, for Companies operating under the Agreement. 1) Section 10.1Audit is revised to read as follows: “Audit. If Elavon or Member reasonably suspects that they are subject to a financial or reputational risk due to Company’s actions or omissions, Company authorizes Elavon and its agents to perform an audit or inspection of Company’s operations and records to confirm Company’s compliance with the Agreement upon reasonable advance notice, during normal business hours, and at Elavon’s expense (unless Elavon reasonably determines based on such audit that Company is not in compliance with the Agreement, in which case Company will bear the cost). Company will obtain and submit a copy of an audit from a third party acceptable to Elavon of the financial, physical security, information security, and operational facets of Company’s business at its expense when requested by Elavon. Further, Company acknowledges and agrees that the Payment Networks have the right to audit Company’s business to confirm compliance with the Payment Network Regulations. Company will maintain complete and accurate records of its performance under the Agreement. Company will execute and deliver to Elavon all documents Elavon reasonably deems necessary to verify Company’s compliance with Section 8.1.” 2) Section 13 Indemnification is deleted and replaced with the following two sections: “13(a). Company Responsibilities. As between Company, Elavon and Member, Company will be responsible for, and at its own expense, defend itself against any suits, claims, losses, demands or damages arising out of or in connection with (A) any dispute with a Customer, Cardholder or any third party relating to any Transaction, (B) any action taken by Elavon or Member with respect to the DDA or Reserve Account in accordance with the Agreement, or (C) any breach by Company of any obligation under this Agreement. Company will not make any claims against Elavon or Member for any liabilities, claims losses, costs, expenses and demands of any kind or nature, arising out of or in connection with any of the foregoing suits, claims, losses, demands or damages. 13(b). Elavon Responsibilities. Elavon will be responsible for and will at its own expense defend itself against any suits, claims, losses, demands or damages arising out of (A) Elavon’s breach of the Agreement, or (B) Elavon’s negligence, gross negligence or willful misconduct.” 3) Section 16 Personal Guaranty is deleted. 4) Section 18.2 Governing Law in the United States is deleted. 5) Section 18.3 Exclusivity is deleted. 6) Section 18.5 Assignability is revised as follows: “Assignability. Company will not assign the Agreement, directly, by operation of law, or by change of control of Company, without Elavon’s prior written consent. If Company nevertheless assigns the Agreement without Elavon’s consent, the Agreement will be binding on both the assignee and Company. Elavon will not transfer or assign the Agreement without the prior written consent of Company, provided that such consent will not be required for (i) the assignment or delegation to an affiliate of Elavon, or (ii) the assignment or delegation to any Person into or with which Elavon will merge or consolidate, or who may acquire substantially all of Elavon’s stock or assets.” 7) Section 18.6Arbitration is deleted. 8) Section 18.9 Attorney’s Fees is deleted. 9) Section 18.12 Amendments is revised as follows: “Amendments. Except as otherwise provided in the Agreement, amendments to the Agreement will be in writing and signed by the parties. Notwithstanding the foregoing, Elavon and Member may amend or modify the Agreement, to the extent such changes are required by or attributable to changes in the Payment Network Regulations or other Laws, upon written notice to Company. Elavon or Member will inform Company of such a change in a periodic statement or other written notice, and such change will become effective not less than thirty (30) days following the issuance of the notice. Notwithstanding the previous sentence, changes to fees authorized by the Agreement will be effective upon notice to Company, unless a later effective date is provided.” 7 USA-GOV-ELV-0218 10) Schedule A, Section 1.8 Title; Quiet Enjoyment is replaced as follows: “Title; Quiet Enjoyment. Lessor will at all times retain title to the Leased Equipment. All documents of title and evidence of delivery will be delivered to Lessor. Lessee hereby authorizes Lessor, at Lessee’s expense, to cause the lease or any statement or other instrument in respect to the lease showing the interest of Lessor in the Leased Equipment including Uniform Commercial Code Financing Statements, to be filed or recorded and/or refiled and rerecorded, and grants Lessor the right to execute Lessee’s name thereto. Lessee agrees to execute and deliver any statement or instrument requested by Lessor for such purpose, and agrees to pay or reimburse Lessor for any filing, recording or stamp fees or taxes arising from the filing or recording of any such instrument or statement. Lessee will at its expense, protect and defend Lessor’s title against all persons claiming against or through Lessee, at all times keep the Leased Equipment free from legal process or encumbrance whatsoever and, will give Lessor immediate notice thereof and will be responsible for any loss caused thereby. Lessee agrees to procure for Lessor, such estoppel certificates, landlord’s or mortgagees’ waiver or other similar documents as Lessor may reasonably request. Provided Lessee is not in default hereunder, Lessee will quietly use and enjoy the Leased Equipment subject to the terms hereof.” 11) Schedule A, Section 1.10 Net Lease; Taxes is replaced as follows: “Net Lease; Taxes. Lessee intends the rental payments hereunder to be net to Lessor, and Lessee agrees to pay any applicable sales, use, excise, personal equipment, stamp, documentary and ad valorem taxes, license and registration fees, assessment, fines, penalties and similar charges imposed on the ownership, possession or use of the Leased Equipment during the term of the lease. Lessee will pay all applicable taxes (except Lessor’s federal or state net income taxes) which may be imposed on Lessor or Lessee with respect to the lease payments hereunder or the ownership of the Leased Equipment. Lessee will pay as additional rent, any applicable taxes documented as paid or advanced by Lessor on behalf of Lessee. Lessee will file personal equipment tax returns with respect to the Leased Equipment.” 12) Schedule A, Section 1.11 Indemnity is replaced as follows: “Responsibility of Lessor. As between Lessor and Lessee, Lessee will be responsible for, and at its own expense, defend itself against any and all liability, damage or loss, arising out of the ownership, selection, possession, leasing, operation, control, use, condition, maintenance, delivery and return of the Leased Equipment. The obligations herein provided will continue in full force and effect notwithstanding the termination of the lease.” 13) Schedule A, Section 1.16 Remedies is replaced as follows: “Remedies. If an Event of Default will occur, Lessor may, at its option, at any time (i) declare immediately due and payable and recover from Lessee, as liquidated damages for the loss of a bargain and not as a penalty, an amount equal to all accrued and unpaid rental payments and late charges, taxes, and other fees, plus the Loss Amount; provided, however, that if an Event of Default will occur as described in Section 1.15(iv) through (vi) above, Lessor without any notice or action will be deemed to have made such a declaration; (ii) automatically charge the DDA for all money amounts owed; (iii) to the extent permitted by applicable Law, without demand or legal process, enter into the premises where the Leased Equipment may be found and take possession of and remove the Leased Equipment, without liability for such retaking; (iv) Lessor may hold, sell or otherwise dispose of any such Leased Equipment at a private or public sale; or (v) exercise any other remedies available under applicable Law. If Lessor takes possession of the Leased Equipment, Lessor will give Lessee credit for any sums received by Lessor from the sale or rental of the Leased Equipment after deduction of the expenses of sale or rental and Lessee will remain liable to Lessor for any deficiency. Notwithstanding the foregoing, to the extent any software included with the Leased Equipment is nontransferable or its transfer restricted, Lessee agrees that Lessor and/or the licensor of such software will have no duty to remarket or otherwise mitigate any damages relating to such software. Lessee will also be responsible for all expenses incurred by Lessor in connection with the enforcement of any of Lessor’s remedies including all expenses of repossessing, storing, shipping, repairing and selling the Leased Equipment. Lessor and Lessee acknowledge the difficulty in establishing a value for the unexpired lease term and, owing to such difficulty, agree that the provisions of this Section represent an agreed measure of damages and are not to be deemed a forfeiture or penalty. All remedies of Lessor hereunder are cumulative, are in addition to any other remedies provided for by Law, and may, to the extent permitted by Law, be exercised concurrently or separately. The exercise of any one remedy will not be deemed to be an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of the Lessor to exercise and no delay in exercising any right to remedy will operate as a waiver thereof or modify the terms of the lease.” 14) Schedule A, Section 1.19 Miscellaneous is replaced as follows: “Miscellaneous. If Lessee fails to pay any rent or other amount required herein to be paid to Lessor within five (5) days of when due, Lessee agrees to pay Lessor, in addition to the payment, a late charge of 15% of the amount past due (but at least $7.50) for each late payment. Each month the past due payment remains unpaid, an additional late fee in the amount defined will be assessed. Payments are applied to late fees and service charges first and then to the lease obligation. Amounts will be payable in addition to all amounts payable by Lessee to Lessor as a result of exercise of any of the remedies herein provided. If Lessee requests any services not provided for herein, Lessee agrees to pay an applicable fee for delivery of such services. Lessee will inform Lessor of any change in Lessee’s name, address, billing address, 8 USA-GOV-ELV-0218 telephone numbers, location of the Leased Equipment, or DDA. If Lessee fails to comply with any provision of the lease, Lessor will have the right, but not be obligated, to affect such compliance on behalf of Lessee upon ten (10) days prior written notice to Lessee. In such event, all monies expended by, and all expenses of Lessor in effecting such compliance, will be deemed to be additional rental, and will be paid by Lessee at the time of the next monthly payment of rent. All notices under the lease will be sufficient if given personally or mailed postage prepaid to the party intended at the respective address set forth herein, or at such other address as said party may provide in writing from time to time. The lease inures to the benefit of and is binding upon the personal representatives, successors and assigns of the parties hereto. Time is of the essence of the lease. Lessor and Lessee intend the lease to be a valid and subsisting legal instrument, and agree that no provision of the lease that may be deemed unenforceable will in any way invalidate any other provision or provisions of the lease, all of which will remain in full force and effect. The lease will be binding when accepted in writing by Lessor and will be governed by the laws of the state where the Leased Equipment is located.” 15) Schedule A, Section 1.20 Important Information about Credit Reporting is deleted. 16) Schedule B, Section 1.5 Personal Guaranty is deleted. 17) Schedule B, Section 1.6 Jurisdiction and Venue; Governing Law is deleted. 18) Schedule B, Section 1.7 Arbitration is deleted. This document is for illustration purposes only. It is not a draft and should not signed by any party. To start the contracting process and obtain an editable or execution version of the agreement, please contact your sales representative and/or Relationship Manager. CONFIDENTIAL Confidential Commercial Account Terms and Conditions Page 1 of 9 R 02.2018 TERMS AND CONDITIONS These Terms and Conditions (the “Terms and Conditions”) set forth the rights and obligations of U.S. Bank and Customer. 1. DEFINITIONS Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Commercial Account Agreement. In addition, the following terms shall have the following meanings: 1.1. “Account" means a commercial charge card, regardless of the medium, issued pursuant to the Agreement. 1.2. “Agreement Term” means the term set forth in Section 2 of the Agreement. 1.3. “Agreement Year” means a 12 month period beginning with the first day of the first month following the Effective Date of the Agreement. 1.4. “Average Transaction Size” means the Net Annual Charge Volume divided by the number of Charges during each Agreement Year. 1.5. “Billing Cycle” means the period of time from the date a Statement is generated until the next Statement is generated. 1.6. “Charge” means any transaction posted to an Account that has a debit value. 1.7. “Charge-off” means any amount due and owing to U.S. Bank or its affiliates by Customer, its Participants or Account holders including but not limited to uncollectible amounts or amounts due from Account holder delinquencies or bankruptcies. 1.8. “Charge-off Adjustment” means the difference between Charge-offs and one-half of Charge-off Recoveries. 1.9. “Charge-off Recovery” means a payment made on a Charge-off. 1.10. “Discount Volume” means only those charges that qualify for discount interchange rates and which are processed using discount interchange rates, less credits, and net of Charge-off Adjustments for each Agreement Year. All other charges, fees, cash advances, convenience checks (or cheques), Fraudulent Charges, and chargebacks are excluded from Discount Volume. 1.11. “File Turn Days” means the number of days from the date U.S. Bank funds a Charge to the date of payment, inclusive of the beginning and ending dates. 1.12. “File Turn Days Payment Performance” means the average File Turn Days for each Agreement Year. 1.13. “Fraudulent Charge” means a Charge that is not initiated, authorized or otherwise requested by Customer, its Participants, or an Account holder and does not directly or indirectly benefit Customer, its affiliates, its Participants or an Account holder. 1.14. “Identification Information” means legal names, physical street addresses, taxpayer identification or business numbers, dates of birth, or other information or documentation required by U.S. Bank to confirm the identity of any entity or person. 1.15. “Intellectual Property” or “Intellectual Property Rights” means any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, moral rights, know-how and any other similar rights or intangible assets recognized under any laws or international conventions, and in any country or jurisdiction in the world, as intellectual creations to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations or reissues of the foregoing now or hereafter in force. 1.16. “Net Annual Charge Volume” means all Charges set forth on the monthly billing Statements furnished for all Accounts, less cash advances, fees, Fraudulent Charges, chargebacks, charges qualifying for discount interchange rates and amounts Charged-off by U.S. Bank for each Agreement Year. 1.17. “Obligations” means all Charges, fees, and other activity posted to an Account. 1.18. “Participant” means any entity that Customer authorizes and U.S. Bank approves for participation in the Program that is (i) wholly or majority owned or controlled (which is at This sample document is for illustration purposes only. It is not a draft and should not signed by any party. Confidential Commercial Account Terms and Conditions Page 2 of 9 R 02.2018 least 51% or more of voting stock) by Customer; or (ii) under common control as Customer and a wholly owned entity of Customer’s parent entity. 1.19. “Statement” means, with respect to one or more Accounts, a periodic listing of all Charges, fees, and payments posted to such Accounts. 1.20. “Territory” means, as applicable, (i) the United States, (ii) Canada, (iii) the European Union, or (iv) any other territory where U.S. Bank, at its discretion, offers the Program. 2. CREDIT PROVISIONS. 2.1. Financial Information. Customer shall provide its fiscal year-end financial statements as soon as available, but not later than 120 days following the end of Customer’s fiscal year. Customer shall provide additional information, upon request by U.S. Bank, regarding the business, operations, affairs, and financial condition of Customer including reviews or audits of fiscal year-end financials performed by certified public accountants and Customer prepared quarterly financial statements. 2.2. Credit Controls. U.S. Bank, at its sole discretion, may revise any credit limits or controls associated with the Program. U.S. Bank will provide notice to Customer of any decrease in a Program credit limit that results in an amount lower than the current Obligations on the Account. Customer shall make a payment to U.S. Bank, within ten days of such notice, sufficient to reduce the Obligations to an amount equal to or less than the revised credit limit. 3. PRODUCTS. 3.1. Exclusivity. Customer agrees U.S. Bank will be the sole provider to Customer and its Participants and affiliates of the Accounts, products, and services selected in Section 1 of the Agreement. Customer will provide an officer’s certificate to U.S. Bank within 30 days of the completion of an Agreement Year certifying Customer and its Participants and affiliates were and will continue to be in compliance with this exclusivity requirement of this Agreement. 3.2. Billing and Payment. Customer will receive an electronic Statement at the end of Customer’s Billing Cycle. Customer shall pay U.S. Bank the amount due as directed on the Statement. Customer shall pay U.S. Bank using an electronic payment method approved by U.S. Bank. Customer shall communicate all disputes regarding Charges or billings for the program within 60 days of the Statement date to U.S. Bank. If the amount owing under an Account has not been paid in full when due, the Account(s) shall be delinquent. U.S. Bank may suspend any Account that is delinquent for a duration of one or more Billing Cycles. U.S. Bank may cancel any Account that is delinquent for a duration of two or more Billing Cycles. U.S. Bank may recover any reasonable legal fees and other expenses incurred in collecting any delinquent amounts on a cancelled Account. 3.3. Liability. (a) Corporate Liability. Customer shall be solely liable to U.S. Bank for all Obligations under or in connection with corporate liability Accounts. (b) Joint and Several Liability. Customer and the Account holder shall be jointly and severally liable to U.S. Bank for all Obligations under or in connection with joint and several liability Accounts. (c) Mandatory Notification. Customer shall immediately notify U.S. Bank in writing of any (i) termination of employment of any Account holder or removal of a Participant from the Program; (ii) any lost, stolen, or compromised Account; (iii) any suspected or actual breach, or misuse of an Account or information regarding Accounts or other sensitive information. Customer shall provide U.S. Bank with sufficient information for U.S. Bank to act on such notifications. If Customer fails to provide timely and sufficient notification, Customer shall be liable for Obligations on Accounts without regard to the type of liability. (d) Trailing Transactions. Upon cancellation of an Account, or termination of this Agreement, Customer shall cancel the billing of all reoccurring transactions to an Account. U.S. Bank is not liable for any reoccurring transactions customer has failed to cancel. (e) Merchant Category Codes. U.S. Bank is not liable for Charges declined or approved as a result of inaccurate merchant category codes. This sample document is for illustration purposes only. It is not a draft and should not signed by any party. Confidential Commercial Account Terms and Conditions Page 3 of 9 R 02.2018 4. SECURITY AND CONFIDENTIALITY. 4.1. Security. “Secured Information” means information regarding Accounts, passwords, personal identification numbers, and other sensitive information or Confidential Information of either party. (a) Either party may receive or otherwise have access to Secured Information and shall implement or maintain an information security program designed to (i) ensure the security, integrity and confidentiality of Secured Information; (ii) protect against any anticipated threats or hazards to the security or integrity of such Secured Information; (iii) protect against unauthorized access to or use of such Secured Information that could result in substantial harm to the person or entity that is the subject of the Secured Information; and (iv) ensure the proper disposal of such Secured Information. (b) U.S. Bank will maintain physical, electronic, and procedural safeguards designed to (i) maintain the security and confidentiality of Identification Information; (ii) protect Identification Information against anticipated threats or hazards to the security or integrity of Identification Information; and (iii) prevent unauthorized access to or use of such Identification Information that could result in substantial harm or inconvenience to Customer. (c) Customer will safeguard Secured Information provided by U.S. Bank in a manner that is no less stringent than those applicable to Customer’s own proprietary information. (d) At a minimum, Customer will install and maintain commercially reasonable cybersecurity defenses against any feature, routine, or device that is intended or designed to (i) disrupt the operation of any U.S. Bank owned or licensed software or system; (ii) cause any U.S. Bank owned or licensed materials, software, or system to be destroyed, altered, erased, damaged or otherwise made inoperable; or (iii) permit any person or entity to destroy, alter, erase, damage or otherwise render inoperable any U.S. Bank owned or licensed materials, software, or system, including, but not limited to, any cyber-attacks such as any computer virus, trap door, back door, time bomb, malicious program or mechanism such as a software lock or routine for password checking, CPU serial number checking or time dependency. 4.2. Confidentiality. (a) Confidential Information. Each party may have access to and each party may provide to the other party information that the owner of such information regards as confidential or proprietary. "Confidential Information" includes information of a commercial, proprietary or technical nature whether now in existence or hereafter created. Confidential Information includes, but is not limited to, the following: (i) information marked as "confidential" or similarly marked, or information that a party should, in the exercise of reasonable judgment, recognize as confidential; (ii) Intellectual Property of each party; (iii) the business, financial or technical information of the each party and its respective affiliates; (iv) each party’s objectives, materials, financial results, technological developments and other similar proprietary information and materials; and (v) notes, memoranda, analyses, compilations, studies and other documents, whether prepared by either party or for either party, which contain or otherwise reflect Confidential Information. (b) Exceptions. (i) General Exceptions. Confidential Information shall not include information that (i) is already rightfully known to the receiving party at the time it obtains Confidential Information from the disclosing party; (ii) is or becomes generally available to the public other than as a result of disclosure in breach of this Agreement or any other confidentiality obligations; (iii) is lawfully received on a non-confidential basis from a third party authorized to disclose such information without restriction and without breach of this Agreement; (iv) is contained in, or is capable of being discovered through examination of, publicly available records or materials; or (v) is developed by U.S. Bank or Customer without the use of any proprietary, non-public information provided by the other party. (ii) U.S. Bank Exceptions. U.S Bank may (i) use and disclose Customer’s Confidential Information to the extent necessary to maintain compliance with card association operating regulations; or (ii) use and disclose non-identifying data to any entity or This sample document is for illustration purposes only. It is not a draft and should not signed by any party. Confidential Commercial Account Terms and Conditions Page 4 of 9 R 02.2018 third party to the extent that such data is aggregated, summarized, or otherwise presented in a manner that does not directly or indirectly identify such data as attributable to U.S. Bank or its affiliates or Customer, its affiliates, or Account holders. (iii) Third Parties. Portions of Customer’s Account and transaction data are captured by third parties, including, but not limited to, card associations, third-party service providers, merchants, and merchant processors during the course of normal business operations and the confidentiality provisions of the Agreement do not extend to such third parties. (c) Restriction and Care. Each party shall hold Confidential Information in confidence and disclose Confidential Information only to those employees or agents whose duties reasonably require access to such Confidential Information. Each party must protect Confidential Information using at least the same degree of care it uses to protect its own Confidential Information, but in no event, less than a reasonable degree of care to prevent unauthorized disclosure or duplication (except as required for backup systems) of such Confidential Information. Each party shall cause its affiliates, agents, employees, independent contractors, and parents to hold and maintain Confidential Information in confidence, and shall only use and disclose such Confidential Information for the purpose of performing its obligations, exercising its rights, or enforcing its rights under this Agreement, or as otherwise expressly permitted by this Agreement. (d) Disposition of Confidential Information. Upon termination of this Agreement, each party shall immediately, upon election by the disclosing party, return or destroy all Confidential Information in its direct or indirect possession or control that is the property of the disclosing party. Upon written request, the recipient will provide the disclosing party written certification of destruction of any Confidential Information. Notwithstanding, U.S. Bank may retain one copy of Confidential Information for archival purposes in accordance with applicable law, rule or regulation. The receiving party shall return any Confidential Information maintained in an electronic format to the disclosing party in an industry standard format or, at the option of the owner, deleted and removed from all computers, electronic databases, and any other media. (e) Compelled Disclosure. Each party shall promptly provide to the disclosing party notice of any order by a court or governmental agency having proper jurisdiction to disclose any Confidential Information, so the disclosing party may seek an appropriate protective order. U.S. Bank may be prohibited by a governmental agency from disclosing the governmental agency’s request for Confidential Information and under such circumstances U.S. Bank is excused from notifying Customer of any disclosure of Confidential Information thereunder. Each party shall disclose Confidential Information only to the extent required by applicable law. 5. DEFAULT 5.1. Default (a) Event of Default. Customer shall be deemed in default for (i) any violation of its obligations set forth in Section 3.1 (Exclusivity); Section 4 (Security and Confidentiality); and Section 7 (Intellectual Property); (ii) any failure to make a payment on any Account as set forth in Section 3.2 (Billing and Payment); (iii) any default of any other agreement between the parties, Participants, or Customer’s affiliates that has not been cured in the time specified in the applicable agreement; (iv) any representations or warranties that fail to be true and correct at any times during this Agreement or (v) any violation of any other covenants, conditions, or provisions set forth in this Agreement (each an “Event of Default”). (b) Cure. Customer shall cure any Event of Default under Section 5.1.(a)(i)-(ii) within five days of notice of an Event of Default. Customer shall cure any Event of Default occurring under Section 5.1(a)(iii)-iv) within ten days of notice of an Event of Default. Customer shall cure any Event of Default under Section 5.1(a)(vi) within 30 days of notice of an Event of Default. If any such cure reasonably requires more than the allotted time, U.S. Bank and Customer may agree on an alternative plan to cure. Customer shall cure in accordance with such a plan agreed upon by U.S. Bank and Customer. This sample document is for illustration purposes only. It is not a draft and should not signed by any party. Confidential Commercial Account Terms and Conditions Page 5 of 9 R 02.2018 (c) Remedies. In an Event of Default (after the notice and cure period), in addition to any other remedies at equity or law, U.S. Bank may: (i) immediately terminate this Agreement or suspend or cancel any Accounts,; (ii) retain and will not be required to pay Customer any payables pursuant to this Agreement; (iii) accelerate and demand immediate reimbursement, and Customer shall comply with such demand, of any payables previously paid to Customer; and (iv) collect any amount directly or indirectly related to any Event of Default, including any fees or losses sustained by U.S. Bank, and any reasonable court and legal costs incurred by U.S. Bank to exercise its rights or remedies under this Section 5. For the purposes of any Event of Default under Section 5.1.(a)(ii)., the due date on the applicable Statement will constitute notice of Event of Default. If Customer violates its obligations under Section 4 (Security and Confidentiality) or Section 7 (Intellectual Property), in the addition to the foregoing, U.S. Bank shall be entitled to injunctive relief in its favor and to specific performance without proof of actual damages and without the requirement of the posting of any bond or similar security, because U.S. Bank’s remedies at law may be inadequate to protect U.S. Bank against immediate and irreparable harm caused by any anticipated or actual breach of Customer’s obligations as set forth in Section 4 (Security and Confidentiality) or Section 7 (Intellectual Property) and because damages resulting from such a breach may be difficult to ascertain. 6. TERM AND TERMINATION. 6.1. Agreement Term. The Agreement will automatically extend at the end of the Agreement Term for one year and will extend at the end of each successive term for an additional one year unless either party provides 180 days written notice of termination prior to expiration of the current Agreement Year. During the Agreement Term or a successive term thereafter neither Customer nor U.S. Bank may terminate the Agreement, in whole or in part, except by mutual consent or as otherwise provided under this Section. 6.2. Termination by Either Party. Either party may terminate the Agreement immediately in its entirety or in part by providing written notice of such termination to the other party, upon (i) the dissolution or liquidation of the other party, or its parent; or (ii) insolvency of, or the filing of a bankruptcy or insolvency proceeding with respect to, or the appointment of a receiver or trustee for the benefit of creditors of the other party or its parent, or the other party or its parent enters into any other similar proceeding or arrangement for the general benefit of its creditors. 6.3. Termination by U.S. Bank. U.S. Bank may terminate the Agreement in its entirety or in part by providing ten days prior written notice of such termination to Customer upon (i) Customer’s merger, amalgamation, sale, or transfer of all or substantially all of its assets that causes a material adverse change to Customer’s business or financial condition; or (ii) U.S. Bank’s determination that the overall relationship is unprofitable. If the United States Commercial Account Agreement between U.S. Bank and Customer is terminated, U.S. Bank’s Canadian and European affiliates (U.S. Bank Canada and Elavon, respectively) may immediately terminate any Agreement each may have with any of Customer’s affiliates in Canada or Europe. 6.4. Termination for Non-Use. U.S. Bank may terminate the Agreement immediately upon written notice to Customer in the event that Customer has failed to implement the Program within twelve months of the Effective Date or if there has been no activity on Accounts for any twelve month period after the Effective Date of the Agreement. 6.5. Regulatory Suspension and Termination. U.S. Bank may immediately suspend or terminate (i) any Account if U.S. Bank is unable to verify the identity of the Account holder or owner of the Account based on the Identification Information submitted to U.S. Bank or if U.S. Bank is unable to verify that providing services to an Account holder or Participant does not pose a risk to U.S. Bank of violating any applicable law, statute, or regulation; (ii) the Agreement, in whole or in part, upon Customer’s failure to comply with Section 12.2 (Compliance with Applicable Statutes and Regulations); and (iii) the Agreement if U.S. Bank, in its sole discretion, determines provision of services under the Agreement is counter to any existing, new or amended law, regulation, regulatory interpretation, anticipated regulatory interpretation, or any enforcement of existing, new, or amended law, regulation, regulatory interpretation, or anticipated regulatory interpretation. This sample document is for illustration purposes only. It is not a draft and should not signed by any party. Confidential Commercial Account Terms and Conditions Page 6 of 9 R 02.2018 6.6. Survival. The following provisions shall survive termination of this Agreement: Section 3.2. (Billing and Payment); Section 4 (Security and Confidentiality); Section 5 (Default); Section 7 (Intellectual Property); Section 9 (Indemnification); Section 10 (Limitation of Liability); Section 12.7 (Cumulative Remedies); Section 12.11 (Set-Off); Section 12.15 (Waiver of Jury Trial); Section 5 of the Agreement (Notices); Section 6 of the Agreement (Governing Law); and Section 7 of the Agreement (Incorporation). 7. INTELLECTUAL PROPERTY. 7.1. Generally. U.S. Bank or its affiliates, are the owner or licensee of any and all Intellectual Property or other proprietary right associated with U.S. Bank products and services including, but not limited to, the Program, related materials, and derivatives. Except as expressly stated in this Agreement, copying, redistribution, publication, or retransmission of any portion of the foregoing is strictly prohibited without the express written consent of U.S. Bank. Customer shall not change or delete any proprietary notices. Nothing in this provision grants any ownership right to Customer, U.S. Bank remains the sole owner of any and all its Intellectual Property. 7.2. Software License. (a) License Grant. Subject to Customer’s compliance with this Section 7, U.S. Bank grants Customer a non-exclusive, non-transferrable license to use and access Accounts on U.S. Bank’s or its third party licensor’s software. (b) Ownership. U.S. Bank or its third party licensors retain all title and ownership of the Accounts and software, any documentation provided with the Accounts or software, and any works derived from the Accounts or software that contain all or part of the Accounts, software, or U.S. Bank or its third party licensors’ Intellectual Property. U.S. Bank asserts that the Accounts and software is protected by copyright and may be protected by patent, trademark, or other proprietary rights and laws of the United States, Canada or other jurisdictions. Any rights not granted in this Section 7 are reserved by U.S. Bank or its third party licensors. (c) Updates. During the term of this Agreement, U.S. Bank or its third party licensors may, from time to time, provide updates of the software. The updates replace the software initially licensed to Customer, and do not constitute an additional license to use the software. (d) Restrictions. Except as other provided in this Section 7, Customer may not (i) reverse engineer, decompile, or disassemble the software or bypass or disable any copy protection or encryption; (ii) reformat or make derivative works from the software; (iii) transmit all or any part of the software by any means, media, or manner that would present the risk of unauthorized access except as provided by U.S. Bank; (iv) disclose part or all of the software to any third parties except as explicitly authorized by U.S. Bank; (v) use all or part of the software to advise, consult, or otherwise assist any third parties; and (vi) otherwise use the software in any manner that would compete in any way with U.S. Bank’s business. (e) Audit. Customer agrees to permit U.S. Bank reasonable access to any records, systems, or operations to ensure that Customer is in compliance with the license granted in this Section 7. 8. REPRESENTATIONS AND WARRANTIES. 8.1. Mutual Representations and Warranties. Each party respectively represents and warrants, at all times during this Agreement, that: (a) The Agreement constitutes a valid, binding and enforceable agreement of itself; (b) The execution of the Agreement and the performance of its obligations under the Agreement are within its powers; has been authorized by all necessary action; and does not constitute a breach of any agreement between itself and any other party; (c) Each party shall comply with all requirements of the Agreement; (d) Each party complies with all applicable state, provincial, territorial and federal statutes, ordinances, rules, regulations and requirements of governmental authorities related to the Agreement; This sample document is for illustration purposes only. It is not a draft and should not signed by any party. Confidential Commercial Account Terms and Conditions Page 7 of 9 R 02.2018 (e) Each party’s execution of and performance under the Agreement does not cause it to breach any duty arising in law or equity; and (f) Each party possesses the financial capacity to enter into the Agreement and perform all of its obligations under the Agreement. 8.2. Customer Representations and Warranties. Customer represents and warrants, at all times during this Agreement, that: (a) Customer shall use Accounts and shall instruct its Account holders to use Accounts solely for Customer’s business purposes; (b) Customer has received any and all necessary consents from Account holders to provide U.S. Bank with any Account holder Identification Information; (c) The material information provided by Customer to U.S. Bank is true, complete and accurate; and (d) The consent or approval of no third party, including, without limitation, a lender, is required with respect to the execution of the Agreement, or if any such third party consent or approval is required, Customer has obtained any and all such consents or approvals. 8.3. Except as expressly provided herein, U.S. Bank makes no warranties, express or implied, in law or in fact, including, without limitation, the implied warranties of fitness for a particular purpose and of merchantability, either to Customer or to any other person or third party, with respect to the Program provided by U.S. Bank or its representatives or with respect to U.S. Bank’s Account management software or made available to Customer or any other person for its use by U.S. Bank in connection with the Agreement and any services thereunder. 9. INDEMNIFICATION. 9.1. Generally. Except to the extent of the negligence or willful acts or omission of the other party or its affiliates, or its or their employees, agents, servants, or contractors, each party (each, an “Indemnifying Party”) agrees to indemnify and hold harmless the other party and its agents, officers, directors, employees, and contractors (each, an “Indemnified Party”) from any third party claims, actions, demands, damages, injuries, injunctions, suits, fines, penalties, costs, and expenses and liability whatsoever (including reasonable legal fees), arising out of (i) the infringement by an Indemnifying Party of any Intellectual Property or other property or contract right of any other entity; (ii) the violation of any law, rule, regulation or authority by an Indemnifying Party; (iii) any gross negligence or intentional act of an Indemnifying Party; or (iv) any Event of Default. 9.2. Indemnification Procedures. An Indemnified Party shall notify the Indemnifying Party of any claim that is asserted and each action or suit that is filed or served, and provide the Indemnifying Party with a copy of any written documentation received in relation with the claim, for which the Indemnified Party is seeking indemnification pursuant to this Section 9, provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent it is actually damaged. The Indemnifying Party may thereafter assume control of such claim, provided that the Indemnified Party shall have the right to participate in the defense or settlement of such claim. The Indemnified Party may employ counsel at its own expense to assist with any such claim; however, if such counsel is necessary because of a conflict of interest of either Indemnifying Party or its counsel or because the Indemnifying Party does not assume control, the Indemnifying Party shall bear the expense of such counsel. The Indemnifying Party may not settle any claim, admit to any liability, or consent to any judgment with respect thereto without the consent of the Indemnified Party (which consent may not be unreasonably withheld, delayed or rejected). The Indemnifying Party is not obligated to indemnify and defend the Indemnified Party with respect to a claim (or portions of a claim) if the Indemnified Party (i) fails to promptly notify the Indemnifying Party of the claim and fails to provide reasonable cooperation to defend or settle the claim; and (ii) if, and only to the extent that, the failure materially prejudices the Indemnifying Party’s ability to satisfactorily defend or settle the claim. This sample document is for illustration purposes only. It is not a draft and should not signed by any party. Confidential Commercial Account Terms and Conditions Page 8 of 9 R 02.2018 10. LIMITATION OF LIABILITY. U.S. Bank and its affiliates shall not be liable for any consequential, special, indirect, or punitive damages of any nature (including lost profits) regardless of whether such party has been advised of the possibility of such damages. Any damages for which U.S. Bank is liable under the Program will not exceed the fees U.S. Bank collected during the 12 months immediately preceding the alleged liability. 11. ASSIGNMENT, TRANSFER. Customer shall not assign or otherwise transfer or delegate its rights, obligations, or duties under this Agreement without U.S. Bank’s prior written approval at its sole discretion. For the purposes of this provision, “transfer” shall refer to a merger, acquisition, consolidation, divestiture, change in control, asset transfer, amalgamation, proceeding under bankruptcy laws, or any other transfer, reorganization, or sale (in whole or in part) of Customer. To the fullest extent not prohibited by applicable law, Customer will notify U.S. Bank in advance of any material change (and if prohibited, within 15 days after such change) to any information provided to U.S. Bank at any time in contemplation or in furtherance of this Agreement, including, without limitation, Customer’s primary business, legal organization (e.g., partnership, corporation, etc.) or any change resulting from a transfer as described above. Customer shall promptly provide any information requested by U.S. Bank associated with the request for approval. In conjunction with Customer’s request for U.S. Bank’s written approval, Customer will pay U.S. Bank a fee in the amount of $1,000.00 in consideration of U.S. Bank’s review of changes under this Section. If U.S. Bank determines, in its sole discretion, its burden (including but not limited to actual costs) associated with the review exceeds $1,000.00, Customer agrees that it will reimburse U.S. Bank for the additional amount identified by U.S. Bank, without regard to whether U.S. Bank provides its approval. 12. MISCELLANEOUS PROVISIONS. 12.1. Compliance with Applicable Statutes and Regulations. The parties will maintain compliance with U.S. Bank policy and all statutes, regulations, economic sanctions laws, anti- money laundering laws, and trade restrictions imposed by the United States, United Nations, European Union or Canada applicable to the products and services contemplated under this Agreement. U.S. Bank may require Identification Information for Customer, its affiliates, and its participants, and any authorized signers, beneficial owners, Account holders or directors of Customer and its affiliates and Participants. Customer shall promptly provide any such required Identification Information to U.S. Bank. 12.2. Other Agreements and Regulations. Customer shall comply with, and shall cause its affiliates, Participants and Account holders to comply with, the terms and conditions of each agreement listed below to the extent such agreements are applicable to the Program or the products and services provided to Customer pursuant to this Agreement. (a) Clearing House Operating Regulations. Any applicable automated clearinghouse operating rules or regulations, including, without limitation, the National Automated Clearing House Association Operating Rules and Guidelines of the Canadian Payments Association (Payments Canada) operating rules and guidelines, or any related or successor operating rules; (b) Card Association Operating Regulations. Card association operating rules and regulations; and (c) End User Agreements. Each Account holder may receive and must agree to any and all applicable Cardholder Agreement, Account holder Agreement, Privacy Agreement or End User License Agreement that governs the use of an Account. U.S. Bank may amend the Cardholder Agreement, Account holder Agreement, Privacy Agreement or End User License Agreement from time to time without notice to the Account holder. U.S. Bank will provide Account holders with notice of any material change to the Cardholder Agreement, Account holder Agreement, Privacy Agreement and End User License Agreement. 12.3. No Third Party Beneficiaries or Claims. Except as stated in the Agreement, with reference to any successors or assigns, any services provided pursuant to the Agreement are for the sole and exclusive benefit of Customer. No provision of the Agreement is intended to be a third party beneficiary contract nor create or vest any third party beneficiary rights, interests, or privileges in favor of any entity other than U.S. Bank and its affiliates and Customer. This sample document is for illustration purposes only. It is not a draft and should not signed by any party. Confidential Commercial Account Terms and Conditions Page 9 of 9 R 02.2018 12.4. Precedence of Terms. In the event of a conflict or inconsistency between the Agreement and these Terms and Conditions, the Agreement shall control only to the extent necessary to resolve any such conflict or inconsistency. 12.5. Modification or Amendment. The parties may modify the Agreement only by an instrument in writing signed by Customer and U.S. Bank. 12.6. Severability. Should any provision of the Agreement be declared invalid for any reason, such declaration will not affect the validity of any other provision of the Agreement, which will remain in full force and effect as if the Agreement had been executed with the invalid provisions eliminated. The parties may use commercially reasonable efforts to agree upon a valid substitute provision in accordance with the purpose of the Agreement and the intent of the parties. 12.7. Cumulative Remedies. Except as expressly provided elsewhere in this Agreement, each party's rights and remedies under the Agreement are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party. 12.8. Interpretation of Terms. The parties expressly agree that the Agreement will not be construed more strongly against either party regardless of which party is more responsible for its preparation. The Agreement constitutes the entire agreement between the parties concerning the matters addressed herein, and cancel and supersede any prior agreements, undertakings, declarations or representations, written or verbal, in respect thereof. 12.9. Headings. The headings of sections are inserted for convenience of reference only, and do not affect the construction or interpretation of the Agreement. 12.10. Force Majeure and Excusable Delay. (a) Except for any duty arising under the Agreement to make payments, neither party is responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or Internet service interruptions or other acts or causes reasonably beyond the control of that party. The party suffering the force majeure event will (i) implement its applicable disaster recovery plan to the extent appropriate and practicable; (ii) give the other party prompt notice of the occurrence of a force majeure event; (iii) use diligent efforts to re-commence performance as promptly as commercially practicable pursuant to its disaster recovery plan; and (iv) provide periodic updates to the other party regarding its efforts to re-commence performance until performance has re-commenced in accordance with the Agreement. (b) Either party may terminate the Agreement upon written notice to the other, if the non- terminating party is unable to perform a material portion of its obligations as a direct result of a force majeure event for more than 30 consecutive days. Delay in either party's performance is excused to the extent its performance is delayed solely due to an act or omission of the other party. 12.11. Set-Off. U.S. Bank may set-off any amounts Customer owes to U.S. Bank pursuant to the Agreement or any other agreement between the parties or their affiliates against any payables due to Customer by U.S. Bank or its affiliates. 12.12. Relationship of Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating an agency, partnership, joint venture, or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. 12.13. Delegation. To the extent necessary to provide the Program, U.S. Bank may delegate its duties herein to one or more third parties without Customer’s consent or approval so long as U.S. Bank remains responsible and liable for the conduct of and payment to any such third parties. 12.14. No Waiver. No failure or delay by either party to exercise any right, power or privilege provided under this Agreement or by applicable law will operate as a waiver thereof; nor will any single or partial exercise of any such right, power, or privilege preclude any other or future exercise thereof of the exercise of any other right, power or privilege. 12.15. Waiver of Jury Trial. Customer and U.S. Bank hereby waive all rights to trial by jury in any proceeding relating to this Agreement. This document is for illustration purposes only. It is not a draft and should not signed by any party. To start the contracting process and obtain an editable or execution version of the agreement, please contact your sales representative and/or Relationship Manager. CONFIDENTIAL Confidential – U.S. Commercial Account Agreement Page 1 of 3 R 02.2018 UNITED STATES COMMERCIAL ACCOUNT AGREEMENT This United States Commercial Account Agreement (“Agreement”) is by Legal Entity Name of Customer a [State] [Corporation, LLC, LLP] (“Customer”) and U.S. Bank National Association (“U.S. Bank”), and incorporates by reference and modifies, to the extent applicable, the Terms and Conditions (the “Terms and Conditions”). This Agreement shall be effective upon signing by U.S. Bank (“Effective Date”). Recitals 1. U.S. Bank is an authorized issuing member of certain card associations for the provision of commercial charge accounts; 2. U.S. Bank, in its own capacity or through its affiliates, offers commercial charge accounts and services in the Territory, called the Commercial Card Program (“Program”); and 3. Customer desires to utilize the Program. Now, therefore, for and in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Customer and U.S. Bank agree to the following: 1. Product Selection. Product Selection Minimum Annual Charge Volume Number of Account holders Corporate Accounts Corporate Liability Joint and Several Liability $_________________________________ _________________________________ Purchase Accounts $_________________________________ _________________________________ One Card™ Accounts $_________________________________ _________________________________ Optional Enhancements1 Minimum Annual Charge Volume Product Central billing accounts $_________________________________ Corporate Purchase One Card Managed Spend card $_________________________________ Corporate Purchase One Card Executive card $_________________________________ Corporate One Card Executive Platinum card $_________________________________ Corporate One Card FlexPerks™ rewards $_________________________________ Corporate One Card Customer logo Cash access Convenience checks 2. Agreement Term and Commencement Date. Agreement Term Commencement Date Five Years First day of first month following Effective Date 1 Optional Enhancements may not be available for all products and services and may depend on Customer’s credit qualification or liability selections. U.S. Bank may suspend or terminate access to Optional Enhancements if U.S. Bank, in its sole discretion, determines that continued access presents a risk of loss or liability to U.S. Bank or Customer. Central billing Accounts and Managed Spend cards are corporate liability only. Convenience checks are available with only credit-based programs. This sample document is for illustration purposes only. It is not a draft and should not signed by any party. Confidential – U.S. Commercial Account Agreement Page 2 of 3 R 02.2018 3. Interchange Rate. U.S. Bank may modify the current rebates if existing interchange rates or programs are modified or new interchange rates or programs are developed. 4. Fees. U.S. Bank may charge Customer the fees set forth below. Failure of U.S. Bank to apply any fee set forth in this Agreement at any time does not preclude U.S. Bank from ever applying such fee. FEES Description Fee Annual Card Fee $0.00 Cash Advance Transaction Fee 2.5% (minimum $2.00) Convenience Checks Transaction fee Returned check fee Stop payment fee Copy fee 2.5% (minimum $2.00) $15.00 $15.00 $2.00 Custom Coding (Commercial Payments Manager™ only) Standard (completion within 8 weeks) Rush (completion within 4 weeks) Emergency (completion within 1 week) $6,000.00 $8,000.00 $10,000.00 Delinquency Fee Corporate Accounts Not paid by due date on the entire past due balance Not paid by each subsequent Billing Cycle on the entire past due balance Purchase Accounts and One Card Accounts Not paid by due date on the entire past due balance Not paid by each subsequent Billing Cycle on the entire past due balance 0 2.5% (minimum $2.00) 1% 2.5% (minimum $2.00) Electronic Attachment Utility $12.00, annually per Account Executive Cards Up to 1% of Accounts issued Over 1% of Accounts issued $0.00 $100.00 per Account Expedited Card Delivery Fee $20.00, per delivery Expense Management Fee $40.00 annually, per Account Foreign Transaction Fee2 2.5% Logo Setup Fee $300.00 Non-Sufficient Funds Fee $15.00, per occurrence Statements Statement copy fee Paper Statement fee Draft copy fee $5.00, per copy $5.00, per copy $5.00, per copy 5. Notices. All notifications, consents, or approvals required under this Agreement must be delivered or requested in writing unless otherwise expressly stated to the contrary. Any notice required to be given to a Party pursuant to this Agreement will be deemed given either (i) two days after the date of mailing if sent by registered or certified mail, return receipt requested, or (ii) one day after the date of mailing if sent by a national overnight courier service to the following address: to U.S. Bank at U.S. Bank National Association, Corporate Payment Systems, Mail Code EP-MN-A17S, 901 Marquette Ave., Minneapolis, MN 55402, U.S.A. Attn: CPS Contract Manager and to Customer at . 2 U.S. Bank may modify the Foreign Transaction Fee upon 90 days prior written notice to Customer. This sample document is for illustration purposes only. It is not a draft and should not signed by any party. Confidential – U.S. Commercial Account Agreement Page 3 of 3 R 02.2018 6. Governing Law and Venue. The laws of the state of Minnesota and applicable federal laws and regulations of the United States, apply to any dispute arising out of this Agreement, its subject matter, or its formation. Any dispute or claim arising out of or related to this Agreement must be brought before a state or federal court in the city of Minneapolis, Minnesota, and will be exclusively governed by and construed in accordance with the laws of the state of Minnesota. 7. Incorporation. The following are incorporated herein by reference as if set forth at length: 7.1. Recitals. 7.2. Terms and Conditions. 8. AUTHORIZATION AND EXECUTION. This Agreement may be executed and delivered by the parties electronically, and fully executed electronic versions of this Agreement, or reproductions thereof, will be deemed to be original counterparts. The signer represents and warrants that (i) he or she is authorized by an applicable Bylaw, Article or other corporate authority to enter into all transactions contemplated by this Agreement, and (ii) the signatures appearing on all supporting documents of authority are authentic. The Parties have executed this Agreement by their authorized representatives. Date: Date: By Customer: By U.S. Bank: RESERVED FOR SIGNATURES Access Online Standard Report Samples User Guide Version 4.2 Program Administrator Contents Introduction ................................................................................ 6 Program Management Reports .................................................. 8 Account Maintenance Effective Dating Report ..................................... 9 Sample Account Maintenance Effective Dating Report .................. 10 Account List Report............................................................................... 11 Sample Account List – Summary Report ......................................... 12 Sample Account List – Account Information Detail Report ............ 13 Account Spend Analysis Report .......................................................... 14 Sample Account Spend Analysis Report ......................................... 15 Account Status Change Report ............................................................ 16 Sample Account Status Change Report ........................................... 17 Account Suspension Report ................................................................. 18 Sample Account Suspension – Summary Report ........................... 19 Sample Account Suspension – Detail Report .................................. 19 Sample Account Suspension – Past Due Detail Report ................. 20 Sample Account Suspension – Last Transaction Activity Detail Report .................................................................................................. 20 Automated Allocation Rules Report ..................................................... 21 Sample Automated Allocation Rules Report ................................... 22 Cash Advance Report ............................................................................ 23 Sample Cash Advance Report .......................................................... 24 Charge-Off Report.................................................................................. 25 Sample Charge-Off Report ................................................................ 26 Declined Transaction Authorizations Report ...................................... 27 Sample Declined Transaction Authorizations Report ..................... 28 Declining Balance/Managed Spend Report ......................................... 29 Sample Declining Balance/Managed Spend – Summary Report ... 30 Sample Declining Balance/Managed Spend – Detail Report .......... 31 Merchant Allocation Rule Sets Report ................................................. 32 Sample Merchant Allocation Rule Sets Report ............................... 33 Sample Merchant Allocation Rule Set Summary Report Detail ..... 34 Order File History Summary Report ..................................................... 35 Sample Order File History – Summary Report ................................ 36 Past Due Report ..................................................................................... 37 Sample Past Due Report .................................................................... 38 Payment Request Approval Status Report .......................................... 39 Sample Payment Request Approval Status Report ......................... 40 Sample Payment Request Approval Status - Detail Report ............ 41 Request Status Queue Report .............................................................. 42 Sample Request Status Queue Report ............................................. 43 Transaction Approval Status – Summary Report ............................... 44 Sample Transaction Approval Status – Summary Report .............. 45 Program Administrator 1 Standard Report Samples Sample Transaction Approval Status – Detail Report ..................... 46 Financial Management Reports ............................................... 47 Account Allocation Report .................................................................... 48 Sample Account Allocation – Summary Report .............................. 49 Sample Account Allocation – Detail Report ..................................... 50 Sample Account Allocation – Transaction Detail Report ............... 51 Billed Transaction Analysis with Order Detail Report ........................ 52 Sample Billed Transaction Analysis with Order Detail – Summary Report .................................................................................................. 53 Sample Billed Transaction Analysis with Order Detail – Transaction Detail Report ....................................................................................... 54 Sample Billed Transaction Analysis with Order Detail – Order Detail Report ....................................................................................... 55 Sample Billed Transaction Analysis with Order Detail – Allocation Detail Report ....................................................................................... 55 Billed Transaction Analysis with Payment Request Detail Report .... 56 Sample Billed Transaction Analysis with Payment Request Detail – Summary Report ................................................................................ 57 Billed Transaction Analysis with Payment Instruction Detail Report 58 Sample Billed Transaction Analysis with Payment Instruction Detail Report ....................................................................................... 59 Extract Reconciliation Report ............................................................... 60 Sample Extract Reconciliation – Summary Report ......................... 61 Sample Extract Reconciliation – Cardholder Detail Report ............ 62 Sample Extract Reconciliation – Transaction Detail Report .......... 63 Full Transaction and Order Detail Report ............................................ 64 Sample Full Transaction and Order Detail Summary Report ......... 65 Sample Full Transaction and Order Detail – Line Item Detail ......... 66 Sample Full Transaction and Order Detail – Allocation Detail Report .................................................................................................. 66 Managing Account Approval Status Report ........................................ 67 Sample Managing Account Approval Status Report ....................... 68 Order Analysis Report ........................................................................... 69 Sample Order Analysis – Summary Report ..................................... 70 Sample Order Analysis – Order Detail Report ................................. 70 Sample Order Analysis – Order Source Detail Report .................... 71 Sample Order Analysis – Billed Transaction Detail Report ............ 71 Order Detail Report ................................................................................ 72 Sample Order Detail Report .............................................................. 73 Order Receipt Report ............................................................................. 75 Sample Order Receipt – Summary Report ....................................... 76 Payment Instruction Analysis Report .................................................. 77 Sample Payment Instruction Analysis Report – Summary Report 78 Sample Payment Instruction Analysis Report – Detail Report ....... 79 Payment Instruction Detail .................................................................... 80 Program Administrator 2 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Payment Instruction Detail Report ...................................... 81 Payment Request Analysis Report....................................................... 83 Sample Payment Request Analysis – Summary Report ................. 84 Payment Request Detail Report ........................................................... 85 Sample Payment Request Detail Report .......................................... 86 Transaction Detail Summary Report .................................................... 87 Sample Transaction Detail – Summary Report ................................ 88 Sample Transaction Detail – Detail Report ...................................... 89 Sample Transaction Detail – Memo Account Detail Report ............ 89 Supplier Management Reports ................................................ 90 Airline Itinerary Detail Report ............................................................... 91 Sample Airline Itinerary Detail Report .............................................. 92 Airline/Rail City Pairs Report ................................................................ 93 Sample Airline/Rail City Pairs Report ............................................... 94 Airline Refund Report ............................................................................ 95 Sample Airline Refund Report .......................................................... 96 Airline Spending Report ........................................................................ 97 Sample Airline Spending Summary Report ..................................... 98 Sample Airline Spending Detail Report ............................................ 99 Enabled Merchant List Report ............................................................ 100 Sample Enabled Merchant List ....................................................... 101 Hotel Spending Report ........................................................................ 102 Sample Hotel Spending – Summary Report .................................. 103 Sample Hotel Spending – Detail Report ......................................... 104 Sample Hotel Spending – Folio Detail Report ............................... 105 Level ll Quality By Merchant Report................................................... 106 Sample Level ll Quality by Merchant – Summary Report ............. 107 Sample Level ll Quality by Merchant – Detail Report .................... 108 Merchant List Report ........................................................................... 109 Sample Merchant List Report .......................................................... 110 Merchant Spend Analysis Report ....................................................... 111 Sample Merchant Spend Analysis – Summary Report ................. 112 Sample Merchant Spend Analysis – Detail Report ........................ 113 Sample Merchant Spend Analysis – Detail Report ........................ 114 Merchant Spend Analysis by Line Item Report ................................. 115 Sample Merchant Spend Analysis by Line Item Report ................ 116 Rental Car Spending Report ............................................................... 117 Sample Rental Car Spending – Summary Report.......................... 118 Sample Rental Car Spending – Detail Report ................................ 119 Temporary Services Report ................................................................ 120 Sample Temporary Services – Summary Report .......................... 121 Sample Temporary Services – Detail Report ................................. 122 Top Merchant Spend Analysis Report ............................................... 123 Sample Top Merchant Spend Analysis Report .............................. 124 Program Administrator 3 Proprietary and Confidential (R 10/14) Standard Report Samples Travel Expense Management Reports .................................. 125 Expense Summary ............................................................................... 126 Sample Expense Summary Report ................................................. 127 Sample Expense Summary Detail Report ...................................... 128 Expense by Category .......................................................................... 129 Sample Expense by Category Report ............................................. 130 Tax and Compliance Management Reports .......................... 131 Sample Sales and Use Tax by State Report ................................... 133 Sample Sales and Use Tax by State Report ................................... 134 Sales and Use Tax by State with Tax Management Detail Report ... 135 Sample Sales and Use Tax by State with Tax Management Detail Report ................................................................................................ 136 Tax Accrual Model Report ................................................................... 137 Sample Tax Accrual Model Report ................................................. 138 Tax Accrual Model with Tax Management Detail Report .................. 139 Sample Tax Accrual Model with Tax Management Detail – Summary Report .............................................................................. 140 Sample Tax Accrual Model with Tax Management Detail – Transaction Detail Report ................................................................ 141 Sample Tax Accrual Model with Tax Management Detail – Line Item Tax Detail Report .............................................................................. 141 Sample Tax Accrual Model with Tax Management Detail – Order Detail Report ..................................................................................... 142 Tax Accrual Model by Accounting Code with Tax Management Detail Report ................................................................................................... 143 Sample Tax Accrual Model by Accounting Code with Tax Management Detail – Summary Report .......................................... 144 Sample Tax Accrual Model by Accounting Code with Tax Management Detail – Transaction Detail Report ........................... 145 Sample Tax Accrual Model by Accounting Code with Tax Management Detail – Line Item Tax Detail Report......................... 145 Sample Tax Accrual Model by Accounting Code with Tax Management Detail – Order Detail Report ...................................... 146 Unmatched Transaction Analysis for Form 1099 Report ................. 147 Sample Unmatched Transaction Analysis for Form 1099 Report 148 Vendor Summary by Socio-economic Indicator Report ................... 149 Sample Vendor Summary by Socio-economic Indicator Report.. 151 Vendor Summary for Form 1099-MISC Report .................................. 154 Sample Vendor Summary for Form 1099-MISC Report ................. 155 Administration Reports .......................................................... 157 Accounting Code Structure Summary Report .................................. 158 Sample Accounting Code Structure – Summary Report .............. 159 Sample Accounting Code Structure – Valid Value List Summary Report ................................................................................................ 159 Program Administrator 4 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Accounting Code Structure – Valid Value List Detail Report ........................................................................................................... 160 Sample Accounting Code Structure – Accounting Validation Control Summary Report ................................................................. 161 Sample Accounting Code Structure – Managing Account Detail Report ................................................................................................ 162 Sample Accounting Code Structure – Cardholder Account Detail Report ................................................................................................ 163 Sample Accounting Code Structure – Valid Value List Detail Report ........................................................................................................... 164 Accounting Validation Control Summary Report ............................. 165 Sample Accounting Validation Control Summary Report ............ 166 Sample Accounting Validation Control Summary – Managing Account Detail Report ...................................................................... 167 Sample Accounting Validation Control Summary – Cardholder Account Detail Report ...................................................................... 168 Alternate Accounting Codes Report .................................................. 169 Sample Alternate Accounting Code Report ................................... 170 Application Controls Report ............................................................... 171 Sample Application Controls Report .............................................. 172 Default Accounting Codes Report...................................................... 173 Sample Default Accounting Code Report ...................................... 174 Financial Extract Controls Report ...................................................... 177 Sample Financial Extract Controls Report ..................................... 178 Locked Accounts Report .................................................................... 179 Sample Locked Accounts Report ................................................... 180 Online Registration Summary and Detail Report .............................. 181 Sample Online Registration – Summary Report ............................ 182 Sample Online Registration Detail Report ..................................... 183 System User List Report ..................................................................... 184 Sample System User List Report – Summary ................................ 185 Sample System User List – Functional Entitlements – Detail Report ........................................................................................................... 186 Sample System User List - Detail Report ....................................... 187 System User List Detail Report .......................................................... 188 Sample System User List Detail Report ......................................... 189 System User List Detail Across Organizations Report ..................... 190 Sample System User List Detail Across Organizations Report ... 191 System User List Summary Report .................................................... 192 Sample System User List Summary Report ................................... 193 System User List with Account Details .............................................. 194 Sample System User List with Account Details ............................ 195 Program Administrator 5 Proprietary and Confidential (R 10/14) Standard Report Samples Introduction The Access Online system has a wide variety of reports available to you, with more reports to be added in the future. This document provides a list of all report samples along with their purpose, descriptions, criteria and available sorting options. We have organized the reports into the following categories: • Program management—The reports in this category enable you to monitor compliance with your organization’s program policies. You can also use these reports for general program management activities. • Financial management—The reports in this category enable you to monitor expenditures, track variances, and manage account allocations. • Supplier management—You can use the reports in this category to manage your supplier relationships, support negotiations and manage spending by category. • Travel expense management—These reports contain summary and detail information about the expense reports cardholders have created in Access Online. Refer to the Access Online: Travel Expense Management user guide for more information. • Tax and compliance management—You can use the reports in this category to estimate sales/use tax, track spending for 1099/1057 vendors, and perform other regulatory reporting. Refer to the Access Online: Tax Management for the United States user guide for more information. • Administration—You can use the reports in this category to manage the functionality you use in Access Online. Program Administrator 6 Proprietary and Confidential (R 10/14) Standard Report Samples Learn More: Refer to the Access Online: Running Standard Reports user guide for detailed instructions on how to select and run standard reports. Tip! Not all users have access to all reports covered in this user guide. Also, some users have cardholder social security number as a data element in reports. Tip! For maximum printed graphics quality, select the Print as Image checkbox when printing this PDF document. You may have also have access to: • Scheduled reports—These reports are standard reports that Program Administrators can set up to run on specific dates in the future. Refer to the Access Online: Report Scheduler user guide. • Flex Data reports—These are basic ad hoc reports that Program Administrators create based on pre-created report templates. Refer to the Access Online: Creating Flex Data Reports user guide and the Access Online: Data Dictionary for Flex Data Reporting user guide. • Shared/custom reports—These are complex, highly customized ad hoc reports we worked with clients to create to meet specific program management needs. Refer to the Access Online: Running a Shared Report user guide and the Access Online: Shared Reports Samples user guide Program Administrator 7 Proprietary and Confidential (R 10/14) Standard Report Samples Program Management Reports Program Administrator 8 Proprietary and Confidential (R 10/14) Standard Report Samples Account Maintenance Effective Dating Report Purpose: This report gives you detailed information about accounts with requested effective date maintenance changes. You can use this report to keep track of which accounts have which types of effective date maintenance requests, including who made the request and when they made the request. For example, you can run a report to ensure that a department that is moving to a new location next month has all associated accounts scheduled to have a new address change on the same day. Report Description Report-specific Criteria Data Elements Available for Sorting Detailed history of effective dated account maintenance activity • Effective Dated Maintenance Information (Report Context) • Effective Date Range • Account Maintenance Category (Field Category) • Users/Modified By • Account Name • Account Number • No Sort • Account Name • Account Number • Account Type • Current Value • Effective End Date • Effective Start Date • Failed Indicator • Field Category • Field Name • Last Modified Date • Last Modified User ID • Last Modified User Name • New Value • Previous Value • Processing Hierarchy • Reporting Hierarchy • Request Status Program Administrator 9 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Account Maintenance Effective Dating Report Program Administrator 10 Proprietary and Confidential (R 10/14) Standard Report Samples Account List Report Purpose: You can use this report to give you a comprehensive list of all the accounts in your program. With a single, complete list you can quickly and easily review and make decisions about the accounts in your program. Report Description Report-specific Criteria Data Elements Available for Sorting Frequently used account information, such as open date, last transaction date, single purchase limit, and credit limit • Last Maintained Date Range • Account Information (Status and Type) • Demographics • Account Information • Default Accounting Code • Authorization Limits • Merchant Authorization Control Detail • Merchant Authorization Control Limits • No Sort • Name • Open Date • Activated • Last Transaction Date • Last Maintenance Date • Expiration Date • Single Purchase Limit • Credit Limit • Last Limit Change Date • Cash Percentage • Status Code • Status Description • Plastic • Account Number • Optional Field 1 • Optional Field 2 • Address1 • City • State • Postal/Zip Code • Country • Address 2 • Work Phone • Extension • Default Accounting Code Program Administrator 11 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Account List – Summary Report Click any hyperlink to view associated detail information. Program Administrator 12 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Account List – Account Information Detail Report Program Administrator 13 Proprietary and Confidential (R 10/14) Standard Report Samples Account Spend Analysis Report Purpose: This report helps you audit cardholder accounts to ensure program compliance. Report Description Report-specific Criteria Data Elements Available for Sorting Summary of account spending (excluding merchant detail) • Date Range • Default Accounting Code • Account Information • No Sort • Account Number • Average Spend per Cycle • Average Spend per cycle • Average spend per Day • Cash and Check Fees • Cash and Check Transactions • Add Additional Items • Credit Amount • Credit Limit • Current Default Accounting Code • Debit Amount for Purchases • Name • Account Number • Number of Credit Transactions • Number of Debit Transactions • Number of Transactions • Other Fees • Single Purchase Limit • Total Spend Program Administrator 14 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Account Spend Analysis Report Program Administrator 15 Proprietary and Confidential (R 10/14) Standard Report Samples Account Status Change Report Purpose: This report lets you quickly identify an account with changes within a given period. This information lets you track correct changes (e.g., address changes when an office moves) and spot trends that may need addressing (e.g., a high number of lost/stolen cards). Report Description Report-specific Criteria Data Elements Available for Sorting An exception report that lists accounts with a change status of lost/stolen, closed or opened • Date Range • Default Accounting Code • Account Information • No Sort • Account Type • Credit Limit • Action Type • Account Number • Name • Current Balance • Expiration Date • Status • Previous Account • Date • Address 1 • Address 2 • City • State • Postal Code • Country Code • Optional Field 1 • Optional Field 2 • Current Default Accounting Code Program Administrator 16 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Account Status Change Report Program Administrator 17 Proprietary and Confidential (R 10/14) Standard Report Samples Account Suspension Report Purpose: This report lets you quickly identify suspended accounts and review program policy adherence rates. You can leverage this information to manage policy guidelines. Report Description Report-specific Criteria Data Elements Available for Sorting Information on open accounts that are past due and suspended or pending suspension • None • No Sort • Account Number • Account Status • Amount of Last Payment • Current Balance • Date of Last Payment • Days Currently Past Due • Name • Past Due Amount • Pending Risk • Statement Date • Estimated Risk Date Tip! You can click the account number link on the Account Suspension Summary report to run the Account Suspension Detail report for the specified account (as shown on the page following the summary). Program Administrator 18 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Account Suspension – Summary Report Sample Account Suspension – Detail Report Click a hyperlink to view associated detail information. Program Administrator 19 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Account Suspension – Past Due Detail Report Sample Account Suspension – Last Transaction Activity Detail Report Program Administrator 20 Proprietary and Confidential (R 10/14) Standard Report Samples Automated Allocation Rules Report Purpose: This report provides a summary of allocation rules engines and detail of their respective allocation rules. Report Description Report-specific Criteria Data Elements Available for Sorting Summary and detail information on allocation rules engines • Report Type • Accounting Code Structure • Allocation Rules Engine • Allocation Rules Engine Enabled Indicator • Accounting Code Structure Name • Automated Rules Engine Name • Accounting Validation Controls Name • Enabled Indicator • Number of Rules Program Administrator 21 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Automated Allocation Rules Report Program Administrator 22 Proprietary and Confidential (R 10/14) Standard Report Samples Cash Advance Report Purpose: This report identifies cash advance activity and lets you completely analyze the impact that cash advances have on your overall payment program. Report Description Report-specific Criteria Data Elements Available for Sorting Detail of account cash advances including transaction amount, date and reference number • Date Range • Default Accounting Code • No Sort • Name • Account Number • Transaction Date • Amount • Description • Post Date • Reference Number • Default Accounting Code Program Administrator 23 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Cash Advance Report Program Administrator 24 Proprietary and Confidential (R 10/14) Standard Report Samples Charge-Off Report Purpose: This report helps you analyze your program policy compliance and the impact that charge-offs have on overall payment program performance. Report Description Report-specific Criteria Data Elements Available for Sorting Information on accounts that have been charged off, including charge-off date, balance charged off and recovery amount • Date Range • Calendar Month Range • No Sort • Name • Account Number • Charge-off Date • Balance Charged Off • Recovery Amount • Current Balance • Last Payment Amount • Last Payment Date • Status • Status Description • Status Date Program Administrator 25 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Charge-Off Report Program Administrator 26 Proprietary and Confidential (R 10/14) Standard Report Samples Declined Transaction Authorizations Report Purpose: This report provides details of declined transaction authorizations along with related account and merchant information to help you monitor program compliance, card usage, and merchant program parameters. Report Description Report-specific Criteria Data Elements Available for Sorting Declined transaction information, including account and merchant information • Date range • Merchants • MCCG Description • No Sort • Account Name • Account Number • Decline Date • Decline Reason • Decline Time • Managing Account Number • Merchant Category Code • Merchant Category Code Description • Merchant Category Code Group Description • Merchant Name • Request Amount • Request Type Program Administrator 27 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Declined Transaction Authorizations Report Click any time hyperlink to view associated detail information about the decline. Program Administrator 28 Proprietary and Confidential (R 10/14) Standard Report Samples Declining Balance/Managed Spend Report Purpose: This report identifies declining balance and managed spend accounts (e.g., for relocation cards) by name and account number. The report lets you analyze the impact of declining balance and managed spend accounts on your card program. Report Description Report-specific Criteria Data Elements Available for Sorting Summary and detail information on declining balance and managed spend accounts (e.g., relocation cards) by name and account number • Date Range • Report Type • Account Information • Activity Status • No Sort • Account Name • Account Number • Available Cash • Available Balance • Cash Percentage • Cash Limit • Current Balance • Credit Limit • Expiration Date • Open Date • Social Security Number • Status Code Tip! You can click the account number link on the Declining Balance/Managed Spend Summary report to run the Declining Balance/Managed Spend Detail report for the specified account (as shown on the page following the summary). Program Administrator 29 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Declining Balance/Managed Spend – Summary Report Click a hyperlink to view associated detail information. Program Administrator 30 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Declining Balance/Managed Spend – Detail Report Program Administrator 31 Proprietary and Confidential (R 10/14) Standard Report Samples Merchant Allocation Rule Sets Report Purpose: This report provides summary and drill-down detail of your merchant allocation rules set. With this information, you can monitor and manage correct allocation according to merchant type, thereby improving overall program management. Report Description Report-specific Criteria Data Elements Available for Sorting Summary and detail information of merchant allocation rule sets • Accounting Code Structure • Merchant Allocation Rules Set Enabled Indicator • No Sort • Accounting Code Structure • Merchant Allocation Rule Set (MARS) Enabled • Merchant Allocation Rule Set (MARS) Name Program Administrator 32 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Merchant Allocation Rule Sets Report Program Administrator 33 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Merchant Allocation Rule Set Summary Report Detail Program Administrator 34 Proprietary and Confidential (R 10/14) Standard Report Samples Order File History Summary Report Purpose: This report provides a history of your order file loading and matching to help you monitor and manage the order management function in the system. Report Description Report-specific Criteria Data Elements Available for Sorting A history of order file loading and matching • Date Range • Order File Load Date Range • No Sort • Percentage of Non-Unique Orders • Percentage of Orders Auto-matched • Percentage of Orders with Match Field • Number of Non-Unique Orders • Number of Orders Auto-matched • Number of Orders with Match Field • Number of Orders Received • Order File Load Date • Order File Load Time • Order File Name • Order File Sequence Number Program Administrator 35 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Order File History – Summary Report Program Administrator 36 Proprietary and Confidential (R 10/14) Standard Report Samples Past Due Report Purpose: This report lets you quickly identify problem accounts and review program policy adherence rates. You can leverage this information to manage policy guidelines. Report Description Report-specific Criteria Data Elements Available for Sorting Accounts with past due balances and the number of times past due situations have occurred • Number of Days Past Due • Status of Account • Include/Exclude Charge Off • Default Accounting Code • No Sort • Name • Account Number • Current Balance • Last Payment Amount • Last Payment Date • Status Description • Total Past Due • 30 Days • Time Past Due 1–30 • 60 Days • Times Past Due 31–60 Days • 90 Days • Times Past Due 61–90 • 120 Days • Times Past Due 91–120 Days • 150 Days • Times Past Due 121-150 Days • 180 Days • Times Past Due 151-180 Days • Charge Off Status • Charge Off Description • Charge Off Date • Default Accounting Code Program Administrator 37 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Past Due Report Program Administrator 38 Proprietary and Confidential (R 10/14) Standard Report Samples Payment Request Approval Status Report Purpose: This report lets you track the approval status of payment requests. By tracking the approval status, you can actively manage the payment request process to ensure a smooth approval and payment process to support Payment Plus and your overall program. Report Description Report-specific Criteria Data Elements Available for Sorting Summary and detail information on the approval status of payment requests, including requestor, approver, next/pending approver, and dollar value of request • Report Type (summary or detailed) • Payment Requests Included • Requestors • No Sort • Final Approved Amount • Number Final Approved • Number of Payment Requests • Number Pending Manager • Number Pending Requestor • Payment Account Number • Pending Manager Amount • Pending Requests Amount • Pending Requests Amount • Pending Requestor Amount • Requestor Name Program Administrator 39 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Payment Request Approval Status Report Program Administrator 40 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Payment Request Approval Status - Detail Report Program Administrator 41 Proprietary and Confidential (R 10/14) Standard Report Samples Request Status Queue Report Purpose: This report provides information on multiple Request Status Queue items for easy tracking and auditing, resulting in improved program management. Report Description Report-specific Criteria Data Elements Available for Sorting List of Request Status Queue items • Date Range • Request Information (Category, Account Request Started by) • No Sort • Account Number • Request Start Date • Request Status • Request Type • Requestor Program Administrator 42 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Request Status Queue Report Program Administrator 43 Proprietary and Confidential (R 10/14) Standard Report Samples Transaction Approval Status – Summary Report Purpose: This report provides a summary of transaction approval information for all the cardholders in your program. In addition, you can drill down by cardholder to see the detail of individual cardholder approvals. Report Description Report-specific Criteria Data Elements Available for Sorting A summary of transaction approvals by cardholder • Date Range • Approvers • Transactions Included (Approved Status) • No Sort • Account Number • Final Approved Amount • Final Approved Percent • Final Approved Transactions • Name • Number of Transactions • Pending Cardholder Amount • Pending Cardholder Percent • Pending Cardholder Transactions • Pending Manager Amount • Pending Manager Percent • Pending Manager Transactions • Total Transaction Amount Program Administrator 44 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Transaction Approval Status – Summary Report Click a hyperlink to view associated detail information. Program Administrator 45 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Transaction Approval Status – Detail Report Program Administrator 46 Proprietary and Confidential (R 10/14) Standard Report Samples Financial Management Reports Program Administrator 47 Proprietary and Confidential (R 10/14) Standard Report Samples Account Allocation Report Purpose: This report helps you analyze your account allocation by providing a summary of allocations by accounting code. You can also drill down within the summary to see the Account Allocation Detail report. Tip! You can select a different output type for the summary report than for the drill-down (detail) report. This feature is useful when you need to run a report in HTML for the summary report, but then have the detail output to Excel. Some restrictions exist. If you need to see the detail, you must run the summary report in either HTML or PDF mode, because these options allow drill-downs but Excel does not. Report Description Report-specific Criteria Data Elements Available for Sorting Account allocation and reallocation detail by accounting code • Date Range • Transaction Allocation Status • Accounting Code • No Sort • Accounting Code • Allocation Amount • Amount Available for Reallocation • Amount Extracted • Amount Reallocated • Percentage Available for Reallocation • Percentage Extracted • Percent Reallocated Program Administrator 48 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Account Allocation – Summary Report Click a hyperlink to view associated detail information. Program Administrator 49 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Account Allocation – Detail Report Program Administrator 50 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Account Allocation – Transaction Detail Report Program Administrator 51 Proprietary and Confidential (R 10/14) Standard Report Samples Billed Transaction Analysis with Order Detail Report Purpose: This report helps you analyze your order reconciliation program by providing detailed and summary billed transaction information about the results of order and transaction matching. Report Description Report-specific Criteria Data Elements Available for Sorting Detailed and summary billed transaction information about the results of order and transaction matching • Date Range • Matching Status • Transaction Status • Report Type • Percentage Auto Match • Percentage Manual Match • Percentage Transactions Disputed • Percentage Transactions Reallocated • Percentage Transactions Reviewed • Average Billed Amount • Matching Status • Number of Billed Transactions • Number of Orders • Total Billed Amount Program Administrator 52 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Billed Transaction Analysis with Order Detail – Summary Report Click a hyperlink to view associated detail information. Program Administrator 53 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Billed Transaction Analysis with Order Detail – Transaction Detail Report Program Administrator 54 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Billed Transaction Analysis with Order Detail – Order Detail Report Sample Billed Transaction Analysis with Order Detail – Allocation Detail Report Program Administrator 55 Proprietary and Confidential (R 10/14) Standard Report Samples Billed Transaction Analysis with Payment Request Detail Report Purpose: This report helps you analyze your program by providing detailed and summary billed transaction information about the results of payment request and payment transaction matching. Report Description Report-specific Criteria Data Elements Available for Sorting Detailed and summary billed transaction information about the results of payment request and transaction matching • Date Range • Matching Status • Transaction Status • Report Type • Merchant Profile Source • Percentage Auto Match • Percentage Manual Match • Percentage Transactions Disputed • Percentage Transactions Reallocated • Percentage Transactions Reviewed • Average Billed Amount • Matching Status • Number of Billed Transactions • Number of Billed Payment Requests • Total Billed Amount Tip! If you select to run the detailed report in Excel, your report will include all the control numbers you need for a single payment request/payment instruction, as well as key fields including status, date, creation date, match source, percent fufilled, and last match. Program Administrator 56 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Billed Transaction Analysis with Payment Request Detail – Summary Report Program Administrator 57 Proprietary and Confidential (R 10/14) Standard Report Samples Billed Transaction Analysis with Payment Instruction Detail Report Purpose: The report lets you view summary and detail billed transaction information about the results of payment instruction and transaction matching. Report Description Report-specific Criteria Data Elements Available for Sorting Summary and detail billed transaction information, regarding instruction and transaction matching • Report Type • Matching • Merchant Profile Source • Transaction Status • Percent Automatched • Percent Manually Matched • Percent Disputed • Percent Transactions Disputed • Percent Transactions Reallocated • Percent Transactions Reviewed • Average Billed Amount • Matching Status • Number of Billed Transactions • Number of Payment Instructions • Total Billed Amount Tip! If you select to run the detailed report in Excel, your report will include all the control numbers you need for a single payment request/payment instruction, as well as key fields including status, date, creation date, match source, percent fufilled, and last match. Program Administrator 58 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Billed Transaction Analysis with Payment Instruction Detail Report Program Administrator 59 Proprietary and Confidential (R 10/14) Standard Report Samples Extract Reconciliation Report Purpose: This report provides a summary of transactions by accounts that have you have extracted versus included in statements. Report Description Report-specific Criteria Data Elements Available for Sorting Summary of transactions by account that have been extracted versus transactions that have been included in statements • Date Range • Additional Detail • No Sort • Account Number • General Ledger Extract (GLE) Percentage of Total Amount • GLE Amount • Name • Not Extracted to GLE Amount • Not Extracted to SFE Amount • Standard Financial Extract (SFE) Percentage of Total Amount • SFE Amount • Statemented Percentage of Total Amount • Statemented Amount • Total Transaction Amount Program Administrator 60 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Extract Reconciliation – Summary Report Click a hyperlink to view associated detail information. Program Administrator 61 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Extract Reconciliation – Cardholder Detail Report Program Administrator 62 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Extract Reconciliation – Transaction Detail Report Program Administrator 63 Proprietary and Confidential (R 10/14) Standard Report Samples Full Transaction and Order Detail Report Purpose: This report provides full expenditure detail, including Level III data, for complete analysis of orders and transactions. Report Description Report-specific Criteria Data Elements Available for Sorting Full expenditure detail, including transaction, line item, order, account allocation, and tax estimation information • Date Range • Matching Status • Merchant Profile Source • Transaction Status • Additional Detail, including Transaction Line Item, Allocations, Order, and Tax (if available) • No Sort • Account Number • Allocation Detail Indicator • Authorization Number • Disputed Status • Matching Status • Merchant Name • Name • Order Detail Indicator • Posting Date • Purchasing ID • Reference Number • Sales Tax • Tax Management Detail Indicator • Transaction Detail Indicator • Transaction Amount • Transaction Date • Transaction Status Program Administrator 64 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Full Transaction and Order Detail Summary Report Click a hyperlink to view associated detail information. Program Administrator 65 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Full Transaction and Order Detail – Line Item Detail Sample Full Transaction and Order Detail – Allocation Detail Report Program Administrator 66 Proprietary and Confidential (R 10/14) Standard Report Samples Managing Account Approval Status Report Purpose: This report provides a history of managing account and cardholder account statement approvals and certifications. You can use this report to track the status and progress of account approvals as they align with your internal operating procedures. In this way, you can ensure compliance with established procedures and actively manage and improve the efficiency of your program. Report Description Report-specific Criteria Data Elements Available for Sorting History of managing and cardholder account statement approvals • Date • Statement Selection Criteria (Statement Statuses) • Statement Activity • Managing Account Number • Close Date • No Sort • Current Status • Status Date • Status Type • User ID • User Name Program Administrator 67 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Managing Account Approval Status Report Program Administrator 68 Proprietary and Confidential (R 10/14) Standard Report Samples Order Analysis Report Purpose: This report helps you analyze order reconciliation by providing a summary of the results of order and transaction matching. Report Description Report-specific Criteria Data Elements Available for Sorting Detailed and summary order information regarding the results of order and transaction matching • Order Date Range • Order Status • Order Source • Merchant Profile Source • Unique/Non Unique Order Numbers • Transaction Amount Range • Percentage Electronic Orders • Percentage Fulfilled • Percentage Manual Orders • Average Order Amount • Number of Non-unique Orders • Number of Orders • Order Status • Total Billed Amount • Total Order Amount • Total Received Amount Program Administrator 69 Proprietary and Confidential (R 10/14) Standard Report Samples Program Administrator 70 Proprietary and Confidential (R 10/14) Sample Order Analysis – Summary Report Sample Order Analysis – Order Detail Report Standard Report Samples Sample Order Analysis – Order Source Detail Report Sample Order Analysis – Billed Transaction Detail Report Program Administrator 71 Proprietary and Confidential (R 10/14) Standard Report Samples Order Detail Report Purpose: This report provides detailed order data, including line item detail. Report Description Report-specific Criteria Data Elements Available for Sorting Detailed order data including cardholder and managing account detail, order detail, merchant information, line item detail, order receipt amount, shipping information, tolerance and variance information, fulfillment percentage, tax and freight information, last match information, and cardholder comments • Date Range • Orders Included (Status, Source, Order Number) • Additional Detail (Line Item Detail) • No Sort • Cardholder Account Name • Managing Account Name • Managing Account Number • Merchant Name • Order Amount • Order Creation Date • Order Date • Order Number • Order Source • Order Status Program Administrator 72 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Order Detail Report Program Administrator 73 Proprietary and Confidential (R 10/14) Standard Report Samples Program Administrator 74 Proprietary and Confidential (R 10/14) Standard Report Samples Order Receipt Report Purpose: This report provides detailed and summary receipt information as recorded against the order or order line items to help you with the receipt management function. Report Description Report-specific Criteria Data Elements Available for Sorting Detailed and summary receipt information as recorded against the order or order line items • Date Range • Orders Included • Merchants • No Sort • Item Description • Merchant Name • Order Amount • Order Date • Order Number • Order Source • Order Status • Quantity Ordered • Quantity Outstanding • Quantity Received • Receipt Status • Unit of Measure Program Administrator 75 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Order Receipt – Summary Report Program Administrator 76 Proprietary and Confidential (R 10/14) Standard Report Samples Payment Instruction Analysis Report Purpose: This report gives you summary and detailed payment instruction information. Report Description Report-specific Criteria Data Elements Available for Sorting Summary and detail payment instruction information • Merchant Profile Source • Payment Instructions Included • Percent Electronic Payment Instructions • Percent Fulfilled • Percent Manual Payment Instructions • Average Payment Instruction Amount • Number of Payment Instructions • Payment Instruction Status • Total Billed Amount • Total Payment Instruction Amount • Total Variance Amount • Variance Percentage Program Administrator 77 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Payment Instruction Analysis Report – Summary Report Program Administrator 78 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Payment Instruction Analysis Report – Detail Report Program Administrator 79 Proprietary and Confidential (R 10/14) Standard Report Samples Payment Instruction Detail Purpose: You can use this report to review and analyze detailed payment instruction information. With this information, you can ensure the efficient processing of Payment Plus payment instructions. Report Description Report-specific Criteria Data Elements Available for Sorting Detailed payment instruction information • Payment Instructions Included • Additional Detail • Account Name • Control Number • Managing Account Name • Managing Account Number • Payment Instruction Amount • Payment Instruction Creation Date • Payment Instruction Date • Payment Instruction Merchant Name • Payment Instruction Source • Payment Instruction Status Program Administrator 80 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Payment Instruction Detail Report Program Administrator 81 Proprietary and Confidential (R 10/14) Standard Report Samples Program Administrator 82 Proprietary and Confidential (R 10/14) Standard Report Samples Payment Request Analysis Report Purpose: You can use the summary and detail payment request information in this report to ensure the efficient processing of Payment Plus payment requests. Report Description Report-specific Criteria Data Elements Available for Sorting Summary and detail payment request information • Payment Requests Included • Merchant Profile Source • Percent Electronic Payment Requests • Percent Fulfilled • Percent Manual Payment Requests • Average Payment Requests Amount • Number of Payment Requests • Payment Request Status • Total Billed Amount • Total Payment Requests Amount • Total Variance Amount • Variance Percentage Program Administrator 83 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Payment Request Analysis – Summary Report Program Administrator 84 Proprietary and Confidential (R 10/14) Standard Report Samples Payment Request Detail Report Purpose: You can use detail payment request information in this report to ensure the efficient processing of Payment Plus payment requests. Report Description Report-specific Criteria Data Elements Available for Sorting Detailed payment request information • Payment Requests Included • Additional Detail • Control number • Managing Account Name • Managing Account Number • Payment Requests Amount • Payment Requests Creation Date • Payment Requests Date • Payment Requests Merchant Name • Payment Requests Source • Payment Requests Status Program Administrator 85 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Payment Request Detail Report Program Administrator 86 Proprietary and Confidential (R 10/14) Standard Report Samples Transaction Detail Summary Report Purpose: This report provides detailed transaction data, including merchant detail, transaction allocation information, and transaction comment data. Note: This report combines transaction detail data. You can see the Transaction Detail - Detail report for individual transactions by clicking the transaction date link. Report Description Report-specific Criteria Data Elements Available for Sorting Detailed transaction data including merchant detail, allocation (accounting code) information, and transaction comment data for a single account • Date Range • Approval Status • Fees Included/Excluded • Additional Detail • Merchants • Select by Accounting Code • Transaction Status • Transaction Amount Range • Posting Type (Memo, Posted, All) • Payments Exclude/Include • No Sort • Account Name • Account Number • Disputed • Lost/Stolen • Merchant Name • Merchant State • Optional Field 1 • Optional Field 2 • Post Date • Posting Type • Purchase ID • Taxpayer ID (TIN) Number • Transaction Amount • Transaction Comment1 • Transaction Comment 2 • Transaction Date • Transaction Status Program Administrator 87 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Transaction Detail – Summary Report Click a hyperlink to view associated detail information. Program Administrator 88 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Transaction Detail – Detail Report Sample Transaction Detail – Memo Account Detail Report Program Administrator 89 Proprietary and Confidential (R 10/14) Standard Report Samples Supplier Management Reports Program Administrator 90 Proprietary and Confidential (R 10/14) Standard Report Samples Airline Itinerary Detail Report Purpose: This report lets you demonstrate specific corridor use by airline provider, which is important during negotiations. This report also helps you monitor travel policy compliance. Report Description Report-specific Criteria Data Elements Available for Sorting Statement transaction detail and itinerary information for airline MCCs (specific to airline MCCs only) • Date Range • Default Accounting Code • No Sort • Account Number • Current Default Accounting Code • Depart Date • Fare Basis Code • Flight Number • Name • Passenger Name • Merchant Name • Posting Date • Ticket Number • Transaction Date • Transaction Amount • Travel Agency • Travel Agency Code Tip! The Transaction Amount field displays negative amounts in brackets. Program Administrator 91 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Airline Itinerary Detail Report Program Administrator 92 Proprietary and Confidential (R 10/14) Standard Report Samples Airline/Rail City Pairs Report Purpose: This report lets you analyze your program’s city pair information by providing travel expense information, carrier data, and the number of trips for each city pair to help you monitor and manage vendor programs. Report Description Report-specific Criteria Data Elements Available for Sorting Analysis of travel expense between pairs of cities and a list of the number of trips between city pairs for airline and/or rail • Date Range • Departure Month Range • Air Rail Codes • Top Merchants/Top City Pairs • Merchant Detail • No Sort • Air Rail Codes 1 & 2 • Air Rail Names 1 & 2 • City 1 & 2 • Country 1 & 2 • MCC • Merchant Category Description • Number of trips • Rank • State 1&2 • Year to Date Number of Trips Program Administrator 93 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Airline/Rail City Pairs Report Program Administrator 94 Proprietary and Confidential (R 10/14) Standard Report Samples Airline Refund Report Purpose: This report lets you ensure that you receive proper credit on airline credits, thus reducing the overall costs of your travel and entertainment expenses. Report Description Report-specific Criteria Data Elements Available for Sorting Airline credit transactions with merchant and location information (specific to airline MCCs only) • Date Range • Default Accounting Code • No Sort • Cardholder Name • Account Number • Passenger Name • Merchant Name • Transaction Date • Ticket Number • Post Date • Credit Amount • Default Accounting Code Tip! The Credit Amount column displays credit amounts in brackets. Program Administrator 95 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Airline Refund Report Program Administrator 96 Proprietary and Confidential (R 10/14) Standard Report Samples Airline Spending Report Purpose: This report provides summary information for all airline spending by merchant category code. You can also drill down within the Merchant Category to obtain the Airline Spending Detail report. Note: You can select a different output type for the summary report than for the drill-down (detail) report. This feature is useful when you need to run a report in HTML for the summary report, but then have the detail output to Excel. Some restrictions exist. If you need to see the detail, you must run the summary report in either HTML or PDF mode, because these options allow drill-downs but Excel does not. Report Description Report-specific Criteria Data Elements Available for Sorting Summary information for all airline spending by merchant category code • Date Range • Report Type • Merchants • No Sort • Number of Credit Transactions • Number of Debit Transactions • Percentage of Total Spend • Average Spend Per Transaction • Credit Amount • Total Spend • Merchant Category Description • Debit Amount • MCC Program Administrator 97 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Airline Spending Summary Report Click a hyperlink to view associated detail information. Program Administrator 98 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Airline Spending Detail Report Program Administrator 99 Proprietary and Confidential (R 10/14) Standard Report Samples Enabled Merchant List Report Purpose: You can use this report to review and manage your suppliers who use the Payment Plus function. The report includes merchant demographic information including client supplier information. Report Description Report-specific Criteria Data Elements Available for Sorting Listing of merchant demographic information for Payment Plus straight- through processing • Elavon Merchant ID (Populated Yes/No Indicator) • Report Output • Straight Through Processing (Enabled/ Disabled) • None Program Administrator 100 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Enabled Merchant List Program Administrator 101 Proprietary and Confidential (R 10/14) Standard Report Samples Hotel Spending Report Purpose: This report provides summary and detail information for all hotel spending by merchant category code to help you manage your hotel vendor programs. Note: You can select a different output type for the summary report than for the drill-down (detail) report. This feature is useful when you need to run a report in HTML for the summary report, but then have the detail output to Excel. Some restrictions exist. If you need to see the detail, you must run the summary report in either HTML or PDF mode, because these options allow drill-downs but Excel does not. Report Description Report-specific Criteria Data Elements Available for Sorting Summary information for all hotel spending by merchant category code • Date Type • Date Range • Report Type • MCCs • Number of Top Merchants (1-999) • No Sort • Number of Credit Transactions • Number of Debit Transactions • Percentage of Total Spend • Average Spend Per Transaction • Credit Amount • Total Spend • Debit Amount • MCC • Merchant Category Description Program Administrator 102 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Hotel Spending – Summary Report Click a hyperlink to view associated detail information. Program Administrator 103 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Hotel Spending – Detail Report Program Administrator 104 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Hotel Spending – Folio Detail Report If you selected to include folio (line item detail) in your report, and your hotel merchant passed the Level III data that contains this information, then you can also drill down to hotel line item detail. Program Administrator 105 Proprietary and Confidential (R 10/14) Standard Report Samples Level ll Quality By Merchant Report Purpose: This report shows the level II data from transactions by merchant, including the purchase ID and sales tax information. This report is useful for clients who perform tax analysis. Report Description Report-specific Criteria Data Elements Available for Sorting Summary of population of level II data (purchase ID and sales tax) by merchant • Date Range • Merchants • Order Detail • No Sort • Percentage Transactions with Purchase ID Populated • Percentage Transactions with Sales Tax Populated • MCC • Merchant City • Merchant Name • Merchant State • Merchant Category Description • Percentage Automatched • Percentage Manually Matched • Total Number of Trans • Total Sales Tax • Total Transaction Amount Program Administrator 106 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Level ll Quality by Merchant – Summary Report Click a hyperlink to view associated detail information. Program Administrator 107 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Level ll Quality by Merchant – Detail Report Program Administrator 108 Proprietary and Confidential (R 10/14) Standard Report Samples Merchant List Report Purpose: This report lets you analyze the effectiveness of supplier programs based on demographic indicators. Report Description Report-specific Criteria Data Elements Available for Sorting Merchant demographic information for merchants with transaction activity within the requested time period • Date Range • Merchant Profile Source • MCC Group • Merchants • MCC • No Sort • MCCG • MCC • Merchant Category Description • Merchant Name • Merchant Address • Merchant City • Merchant State • Merchant ZIP • Merchant Phone • Merchant Email Program Administrator 109 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Merchant List Report Program Administrator 110 Proprietary and Confidential (R 10/14) Standard Report Samples Merchant Spend Analysis Report Purpose: This report gives you an overall view of total supplier base activity or total commodity type. You can use this information to support service-level and pricing requests with your suppliers. Report Description Report-specific Criteria Data Elements Available for Sorting Detailed and summary spending information arranged by MCC group or MCC and merchant name • Date Range • MCC Group • MCC • Merchant State • Report Type • Merchant Profile Source • Merchant • Spend Category Description • No Sort • MCCG • Merchant Category Description • Merchant Name • Merchant City • Merchant State • Percent of Total Spend • Average Spend Per Debit Transaction • Credit Amount • Debit Amount • Number of Credit Transactions • Number of Debit Transactions • Number of Transactions • Total Sales Tax • Total Spend Program Administrator 111 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Merchant Spend Analysis – Summary Report Program Administrator 112 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Merchant Spend Analysis – Detail Report Program Administrator 113 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Merchant Spend Analysis – Detail Report Program Administrator 114 Proprietary and Confidential (R 10/14) Standard Report Samples Merchant Spend Analysis by Line Item Report Purpose: This report provides summary and detail information for analyzing merchant spend activity by purchasing line item to help support purchasing strategy and vendor negotiations. Report Description Report-specific Criteria Data Elements Available for Sorting Summary and detail information for analyzing merchant spend activity by purchasing line item • Transaction Date Range • MCC Groups • MCC • Merchant Names • Merchant States • Line Item Detail Type • Merchant Profile Source • Spend Category Description • No Sort • Account Number • Average Unit Cost • Freight/Shipping Amount • Merchant Name • Merchant State • Name • Number of Line Items • Posting Date • Purchase ID • Sales Tax • Total Quantity • Transaction Amount • Transaction Date • Source Currency • Source Currency Amount Program Administrator 115 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Merchant Spend Analysis by Line Item Report Program Administrator 116 Proprietary and Confidential (R 10/14) Standard Report Samples Rental Car Spending Report Purpose: This report provides summary and detail information for all rental car spending by merchant category code to help you manage your rental car vendor programs. Note: You can select a different output type for the summary report than for the drill-down (detail) report. This feature is useful when you need to run a report in HTML for the summary report, but then have the detail output to Excel. Some restrictions exist. If you need to see the detail, you must run the summary report in either HTML or PDF mode, because these options allow drill-downs but Excel does not. Report Description Report-specific Criteria Data Elements Available for Sorting Summary information for all rental car spending by merchant category code • Date Range • Report Type • MCCs • Number of Top Merchants (1-999) • No Sort • Number of Credit Transactions • Number of Debit Transactions • Percentage of Total Spend • Average Spend Per Transaction • Credit Amount • Total Spend • Debit Amount • MCC • Merchant Category Description Program Administrator 117 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Rental Car Spending – Summary Report Click a hyperlink to view associated detail information. Program Administrator 118 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Rental Car Spending – Detail Report Program Administrator 119 Proprietary and Confidential (R 10/14) Standard Report Samples Temporary Services Report Purpose: This report gives you the vital information you need to manage and negotiate with your temporary services agencies. Report Description Report-specific Criteria Data Elements Available for Sorting Summary and detail information for temporary services spending • Date • Report Type • Merchant Profile Source • Merchant Names • Current Default Accounting Code • No Sort • Average Spend Per Transaction • Credit Amount • Debit Amount • Median Temp Rate Reported • Median Overtime Rate Reported • Merchant Name • Number of Debit Transactions • Number of Credit Transactions • Overtime Hours Reported • Regular Hours Reported • Total Hours Reported • Total Number of Transactions • Total Spend Tip! You can click a merchant name link on the Temporary Services summary report to run the Temporary Services detail report for the selected merchant (as shown on the page following the summary). Program Administrator 120 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Temporary Services – Summary Report Click a hyperlink to view associated detail information. Program Administrator 121 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Temporary Services – Detail Report Program Administrator 122 Proprietary and Confidential (R 10/14) Standard Report Samples Top Merchant Spend Analysis Report Purpose: This report lets you compare vendors based on purchase activity. When you combine this information with information on supplier service, you can put together a comprehensive profile of your key vendors. Report Description Report-specific Criteria Data Elements Available for Sorting Top (by spend or by number of transactions) merchants by merchant category group or by MCC • Date Range • Report Type • MCC Group • MCC • Number of Top Merchants • Top Merchants Defined by Spend • Top Merchants Defined by Number of Transactions • Merchant Profile Source • Spend Category Description • No Sort • MCC • MCCG • Merchant Category Description • Merchant Name • Merchant City • Merchant State • Debit Amount • Number of Debit Transactions • Average Spend Per Debit Transaction • Credit Amount • Number of Credit Transactions • Total Spend • Percentage of Total Spend • Number of Transactions • Total Sales Tax Program Administrator 123 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Top Merchant Spend Analysis Report Program Administrator 124 Proprietary and Confidential (R 10/14) Standard Report Samples Travel Expense Management Reports Tip! The Expense Report link lets you access the travel expense management function from within the reporting function. From there, you can search and select a specific expense report to view. The Expense Report link lets you access the travel expense management function to view a specific expense report. Program Administrator 125 Proprietary and Confidential (R 10/14) Standard Report Samples Expense Summary Purpose: This expense summary report gives you an overview of the expense reports your cardholders have created in Access Online. From the summary information, you can drill into a specific expense report. This report helps you monitor expensed transactions and the expense report process. Report Description Report-specific Criteria Data Elements Available for Sorting Summary of existing expense reports, with drill- down detail available • Date • Expense Report Approval Status • Account • No Sort • Expense Report Approval Status • Expense Report Date • Expense Report Name Program Administrator 126 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Expense Summary Report Program Administrator 127 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Expense Summary Detail Report Program Administrator 128 Proprietary and Confidential (R 10/14) Standard Report Samples Expense by Category Purpose: This report gives you summary information for the expensed transactions for specific spend categories. This information lets you monitor program compliance and maintain vendor relationships. Report Description Report-specific Criteria Data Elements Available for Sorting Summary of expensed transactions by spend category • Date • Expense Type • Expense Report Approval Status • Expense Report Spend Category • Expense Spend Category • No Sort • Account Name • Account Number • Expense Amount • Expense Report Approval Status • Expense Report Name • Expense Type • Managing Account Name • Transaction Date Program Administrator 129 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Expense by Category Report Tip! Click a link to drill down to a specific expense report. Program Administrator 130 Proprietary and Confidential (R 10/14) Standard Report Samples Tax and Compliance Management Reports Program Administrator 131 Proprietary and Confidential (R 10/14) Standard Report Samples Sales and Use Tax by State Report Purpose: This report lets you easily and quickly analyze sales and use tax by state within specific timeframes. Report Description Report-specific Criteria Data Elements Available for Sorting Summary of transaction and tax paid amounts as well as calculated percentages on a state-by-state basis • Date Range • Merchant or Cardholder State • State • No Sort • Merchant State • Total Sales Tax • Total Transaction Amount • Total Number of Transactions • Total Sales Tax Percentage Grand Total • Total Transaction Amount Percentage Grand Total Program Administrator 132 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Sales and Use Tax by State Report Program Administrator 133 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Sales and Use Tax by State Report Program Administrator 134 Proprietary and Confidential (R 10/14) Standard Report Samples Sales and Use Tax by State with Tax Management Detail Report Purpose: This report lets you easily and quickly analyze sales and use tax by state within specific timeframes using the tax estimation functionality. Report Description Report-specific Criteria Data Elements Available for Sorting Summary of transaction and tax paid amounts on a state-by-state basis using Access Online’s tax estimation functionality • Date Range • Merchant State • Ship To State • Ship From • Destination Code • Tax Implied • Taxability • Destination Code • No Sort • Merchant State • Sales Tax Reported Percentage Total Transaction • Tax Implied • Taxability • Total Freight Amount Reported • Total Transaction Amount Percentage Grand Total • Total Number of Transactions • Total Sales Tax Reported • Total Transaction Amount Program Administrator 135 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Sales and Use Tax by State with Tax Management Detail Report Click a hyperlink to view associated detail information. Program Administrator 136 Proprietary and Confidential (R 10/14) Standard Report Samples Tax Accrual Model Report Purpose: You can use this report to analyze sales and use tax by cardholder and/or merchant state within specific timeframes. Report Description Report-specific Criteria Data Elements Available for Sorting Supports the use of Visa's best practice tax model (for sales and use tax estimation) • Date Range • Cardholder Account State Is Not Equal to Merchant State • Cardholder State Is Equal to Merchant State • Combinations of Selected Cardholder Account States and Merchant States • No Sort • Account Number • Account State • Account ZIP Code • Merchant DBA Name • Merchant Legal Name • Merchant State • Merchant Tax ID Name • Merchant ZIP Code • Name • Posting Date • Sales Tax Amount • Sales Tax Percentage Transaction Amount • Transaction Amount • Transaction Date Program Administrator 137 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Tax Accrual Model Report Program Administrator 138 Proprietary and Confidential (R 10/14) Standard Report Samples Tax Accrual Model with Tax Management Detail Report Purpose: You can use this report to analyze sales and use tax by cardholder and/or merchant state within specific timeframes using Access Online’s tax estimation function. Report Description Report-specific Criteria Data Elements Available for Sorting Supports the use of Visa's best practice tax model (for sales and use tax estimation) in conjunction with Access Online’s tax estimation functionality • Date Range • Cardholder Account State Is Not Equal to Merchant State • Cardholder State Is Equal to Merchant State • Combinations of selected Cardholder Account States and Merchant States • Merchant Profile Source • MCC • Merchant Names • Merchant Tax ID • Destination Code • Tax Implied • Taxability • No Sort • Destination Code • Freight Amount Reported • Last Tax Edit Date • MCC • Merchant DBA Name • Merchant Tax ID • Order Number • Posting Date • Sales Tax Reported • Ship From State • Ship To State • Taxability • Tax Implied • Transaction Amount • Transaction Date • Usage Code Program Administrator 139 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Tax Accrual Model with Tax Management Detail – Summary Report Click a hyperlink to view associated detail information. Program Administrator 140 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Tax Accrual Model with Tax Management Detail – Transaction Detail Report Sample Tax Accrual Model with Tax Management Detail – Line Item Tax Detail Report Program Administrator 141 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Tax Accrual Model with Tax Management Detail – Order Detail Report Program Administrator 142 Proprietary and Confidential (R 10/14) Standard Report Samples Tax Accrual Model by Accounting Code with Tax Management Detail Report Purpose: You can use this report to analyze sales and use tax by accounting code within specific timeframes using Access Online’s tax estimation functionality. Report Description Report-specific Criteria Data Elements Available for Sorting Supports the use of Visa's best practice tax model (for sales and use tax estimation) in conjunction with Access Online’s tax estimation functionality by accounting code • Date Range • Include Selected Accounting Codes • Exclude Selected Accounting Codes • State Selection (Ship To, Ship From) • Merchant Profile Source • MCC • Merchant Name • Merchant Tax ID Number • Destination Code • Tax Implied • Taxability • No Sort • Allocation Amount • Allocated Freight Amount • Allocation percentage • Allocated Sales Tax Reported • Destination Code • Last Tax Edit Date • MCC • Merchant DBA Name • Order Number • Posting Date • Ship From State • Ship To State • Taxability • Tax Implied • Transaction Date • Usage Code Program Administrator 143 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Tax Accrual Model by Accounting Code with Tax Management Detail – Summary Report Click a hyperlink to view associated detail information. Program Administrator 144 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Tax Accrual Model by Accounting Code with Tax Management Detail – Transaction Detail Report Sample Tax Accrual Model by Accounting Code with Tax Management Detail – Line Item Tax Detail Report Program Administrator 145 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Tax Accrual Model by Accounting Code with Tax Management Detail – Order Detail Report Program Administrator 146 Proprietary and Confidential (R 10/14) Standard Report Samples Unmatched Transaction Analysis for Form 1099 Report Purpose: This report lets you quickly identify suppliers with missing information and identify additional information needed for 1099 reporting. Report Description Report-specific Criteria Data Elements Available for Sorting Transactions in which the merchant profile was unavailable at the time of reporting • Date Range • No Sort • Account Number • Association Merchant ID • Cardholder Name • DUNS Number • Merchant Category Code • Merchant Category Description • Merchant City • Merchant name • Merchant State • Posting Date • Purchase ID • Transaction Amount • Transaction Date Program Administrator 147 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Unmatched Transaction Analysis for Form 1099 Report Program Administrator 148 Proprietary and Confidential (R 10/14) Standard Report Samples Vendor Summary by Socio-economic Indicator Report Purpose: This report lets you review minority supplier expenditures to ensure program compliance. Report Description Report-specific Criteria Data Elements Available for Sorting Summary and • Date • No Sort • HUB Zone Indicator • Primary NAICS Code detail of Range • 8A Classification Indicator • Information Refusal • Minority Owned expenditures with vendors classified as minority vendor types (minority-owned, woman-owned, veteran- owned, and/or • • • Merchant Profile Source Supplier Type Socio-economic • • • • • 8A Expiration Date Alternate Merchant City Alternate Merchant Name Alternate Merchant Postal Code Alternate Merchant State • • • • • Indicator Level II Capture Indicator Level III Indicator Mailing Address Mailing City Mailing Postal Code • • • Status Code Minority Owned Status Description Number of Credit Transactions Number of Debit Transactions small business) • • Indicator Merchant State Excel Output Only • • • • • • • • • • Annual Sales Amount Associated Merchant ID Average Spend per Debit Transaction Business Legal Name Change in Ownership Date Credit Amount Franchise Code Debit Amount Disabled Veteran Indicator DUNS Number • • • • • • • • • • • Mailing State MCC Merchant Category Description Merchant City Merchant E-mail Address Merchant Name Merchant Location Merchant Phone Number Merchant Postal Code Merchant State Merchant Street Address • • • • • • Number of Employees Number of Transactions Primary SIC Code Secondary NAICS Code Secondary SIC Code Small Disadvantaged Business Indicator Program Administrator 149 Proprietary and Confidential (R 10/14) Standard Report Samples Report Description Report-specific Criteria Data Elements Available for Sorting • SBA Registered Indicator • Socio-economic Indicator • Sole Proprietor First Name • Sole Proprietor Middle Initial • Sole Proprietor Last Name • Reservation Phone Number • Tax ID Number (TIN) • TIN Type Indication • Total Spend Amount • Woman Owned Indicator • Veteran Indicator • Vietnam Vet Indicator Program Administrator 150 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Vendor Summary by Socio-economic Indicator Report Note: This report is not available in PDF or Browser output, only in Excel output. Program Administrator 151 Proprietary and Confidential (R 10/14) Standard Report Samples Program Administrator 152 Proprietary and Confidential (R 10/14) Standard Report Samples Program Administrator 153 Proprietary and Confidential (R 10/14) Standard Report Samples Vendor Summary for Form 1099-MISC Report Purpose: This report lets you analyze your entire supplier program to ensure that you are compliant, within a specific timeframe, with United States federal regulations. The report lets you manage your supplier purchasing strategies. Note: Some clients may have access to additional Enhanced Supplier Information (ESI) columns. Report Description Report-specific Criteria Data Elements Available for Sorting Summary of expenditures and vendor profile information for Form 1099-MISC reporting to the Internal Revenue Service • Excel Output Only • Date Range • Merchant Profile Source • Display MCCs • No Sort • Alternate Merchant City • Alternate Merchant State • Alternate Merchant Name • Alternate Merchant Postal Code • Average Spend Per Debit Transaction • Business Legal Name • Credit Amount • Debit Amount • Incorporation Status Code/Description • IRS Reportable- Merchant Category Code • Merchant Category Description • Mailing Address • Mailing City • Mailing State • Mailing Postal Code • Merchant Category Code • Merchant City • Merchant Name • Merchant State • Merchant Street Address • Merchant City, State, Postal Code for ESI • Merchant Postal Code • Number of Credit Transactions • Number of Debit Transactions • Number of Transactions • Refusal Indicator • Sole Proprietor Middle Initial • Sole Proprietor First Name • Sole Proprietor Last Name • Tax Identification Number (TIN) • Total Spend Amount Program Administrator 154 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Vendor Summary for Form 1099-MISC Report Program Administrator 155 Proprietary and Confidential (R 10/14) Standard Report Samples Program Administrator 156 Proprietary and Confidential (R 10/14) Standard Report Samples Administration Reports Program Administrator 157 Proprietary and Confidential (R 10/14) Standard Report Samples Accounting Code Structure Summary Report Purpose: This report provides information on the current configuration of accounting code structures, valid values lists, and accounting validation controls, to help you manage accurate accounting code and allocation setup and ensure accurate transaction allocation and reallocation. Note: You can select a different output type for the summary report than for the drill-down (detail) report. This feature is useful when you need to run a report in HTML for the summary report, but then have the detail output to Excel. Some restrictions exist. If you need to see the detail, you must run the summary report in either HTML or PDF mode, because these options allow drill-downs, but Excel does not. Report Description Report-specific Criteria Data Elements Available for Sorting Information on current configuration of accounting code structures, valid values lists, and accounting validation controls • Account Status (Open, Closed, or All) • Grouping • Structure Name or Hierarchy • No Sort • Accounting Code Structure • Cardholder Accounts • Number of Accounting Validation Controls • Number of Valid Values Lists • Processing Hierarchy • Segment Name (Length) Program Administrator 158 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Accounting Code Structure – Summary Report Sample Accounting Code Structure – Valid Value List Summary Report Click a hyperlink to view associated detail information. Program Administrator 159 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Accounting Code Structure – Valid Value List Detail Report Program Administrator 160 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Accounting Code Structure – Accounting Validation Control Summary Report Program Administrator 161 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Accounting Code Structure – Managing Account Detail Report Program Administrator 162 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Accounting Code Structure – Cardholder Account Detail Report Program Administrator 163 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Accounting Code Structure – Valid Value List Detail Report Program Administrator 164 Proprietary and Confidential (R 10/14) Standard Report Samples Accounting Validation Control Summary Report Purpose: This report provides information on your accounting validation controls (AVCs) so that you can manage the accounting code reallocation in place in Access Online. By managing reallocation, you ensure accurate accounting and greater overall program control. Report Description Report-specific Criteria Data Elements Available for Sorting Accounting validation control summary information • Account Information • No Sort • AVC • AVC Type • Segment Name (Length) • Number of AACs • Processing Hierarchy • Segment Controls • Entry Required • Date Modified • Modified By • AVC Status • Parent AVC Name Program Administrator 165 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Accounting Validation Control Summary Report Program Administrator 166 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Accounting Validation Control Summary – Managing Account Detail Report Program Administrator 167 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Accounting Validation Control Summary – Cardholder Account Detail Report Program Administrator 168 Proprietary and Confidential (R 10/14) Standard Report Samples Alternate Accounting Codes Report Purpose: This report provides detailed information about the alternate accounting codes you have built in Access Online. This information includes the accounting code structure that you based the alternate accounting code on, plus segment names and values. The report also lists which accounts you assigned to which alternate accounting codes. You can use this report to adjust your alternate accounting codes and thereby improve transaction allocation and program efficiency. Report Description Report-specific Criteria Data Elements Available for Sorting Detailed information on alternate accounting codes • Display Alternate Accounting Code by Managing Account or by Accounting Validation Control • Excel Output Only • No Sort • Accounting Code Structure • AVC • AVC Type • Account Status Code • Account Status Description • Agent Number • Alternate Accounting Code • Bank Number • Company Number • Division Number • Department Number • Managing Account Name • Managing Account Number • Segment Name • Segment Value • Short Name • TBR Level 1 • TBR Level 2 • TBR Level 3 • TBR Level 4 • TBR Level 5 • TBR Level 7 Program Administrator 169 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Alternate Accounting Code Report Program Administrator 170 Proprietary and Confidential (R 10/14) Standard Report Samples Application Controls Report Purpose: This report gives you a spreadsheet of all the application control settings in your program. With this information, you can ensure your settings are correct, pinpoint any necessary changes, and thereby improve program management. Report Description Report-specific Criteria Data Elements Available for Sorting Spreadsheet of application control settings None None Program Administrator 171 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Application Controls Report Program Administrator 172 Proprietary and Confidential (R 10/14) Standard Report Samples Default Accounting Codes Report Purpose: This report provides detailed information about the default accounting codes associated to cardholder and managing accounts. You can use this report to keep track of how your default accounting codes are in use in Access Online and to see if you need to reassign default accounting codes to an account. By using this report and making adjustments, you can improve transaction allocation and program efficiency. Report Description Report-specific Criteria Data Elements Available for Sorting Default accounting codes assigned to cardholder and managing accounts • Account Information (Account Status and Account Type) • Accounting Code (Structure Name or Custom) • Excel Output Only • No Sort • Account Name • Account Number • Account Type • Accounting Code Structure • Agent Number • AVC • AVC Type • Bank Number • Company Number • Department Number • Division Number • Managing Account Name • Managing Account Number • Optional 1 • Optional 2 • Organization Name • Short Name • Status Code • Status Description • TBR Level 1 • TBR Level 2 • TBR Level 3 • TBR Level 4 • TBR Level 5 • TBR Level 6 • TBR Level 7 Program Administrator 173 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Default Accounting Code Report Program Administrator 174 Proprietary and Confidential (R 10/14) Standard Report Samples Program Administrator 175 Proprietary and Confidential (R 10/14) Standard Report Samples Learn More: Depending on how your program is set up and your report parameter selections, you may also be able to see the validation status of the accounts’ default accounting codes. Program Administrator 176 Proprietary and Confidential (R 10/14) Standard Report Samples Financial Extract Controls Report Purpose: This report provides information about your financial extract control settings. You can use this information to ensure that your financial extract controls are set up correctly, thereby improving overall program management. Report Description Report-specific Criteria Data Elements Available for Sorting Financial extract control settings None Excel Output Only None Program Administrator 177 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Financial Extract Controls Report Program Administrator 178 Proprietary and Confidential (R 10/14) Standard Report Samples Locked Accounts Report Purpose: This report lets you quickly identify accounts that cardholders locked due to errors during online registration. You can use this information to correct these errors. Report Description Report-specific Criteria Data Elements Available for Sorting Accounts currently locked due to errors during online registration None • No Sort • Account Number • Cardholder Name on Account • Date/Time Account Locked • Number of Attempts on Account • Organization Short Name Program Administrator 179 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Locked Accounts Report Program Administrator 180 Proprietary and Confidential (R 10/14) Standard Report Samples Online Registration Summary and Detail Report Purpose: This report lets you quickly identify information about online registration activity. You can use this report to analyze registration information. You can also drill-down on any links in the summary report to obtain the detail for one online registration. Report Description Report-specific Criteria Data Elements Available for Sorting Information about online registration activity • Activity Date Range • Activity Type • Activity User ID • Report Type • No Sort • Activity Date • Activity Type • Organization Short Name Program Administrator 181 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Online Registration – Summary Report Click a hyperlink to view associated detail information. Program Administrator 182 Proprietary and Confidential (R 10/14) Standard Report Samples Sample Online Registration Detail Report Program Administrator 183 Proprietary and Confidential (R 10/14) Standard Report Samples System User List Report Purpose: This report gives you information about user IDs and associated user profiles. The report includes a list of user hierarchy access and user functional entitlements. You can use this report to manage the cardholders and other users who work in Access Online. Report Description Report-specific Criteria Data Elements Available for Sorting User IDs and profile information, including hierarchy access and functional entitlements • Report Type • Users Included (Creation Date Range, Last Maintained Date Range, User ID, User Status) • Additional Detail • No Sort • Entitlement Group • Entitlement Group Description • Total Number of Active User IDs • Total Number of Existing User IDs • Total Number of Inactive User IDs • Total Number of Removed User IDs Program Administrator 184 Proprietary and Confidential (R 10/14) Standard Report Samples Sample System User List Report – Summary Click a hyperlink to view associated detail information. Program Administrator 185 Proprietary and Confidential (R 10/14) Standard Report Samples Sample System User List – Functional Entitlements – Detail Report Program Administrator 186 Proprietary and Confidential (R 10/14) Standard Report Samples Sample System User List - Detail Report Program Administrator 187 Proprietary and Confidential (R 10/14) Standard Report Samples System User List Detail Report Purpose: This report gives you detailed information about users in a single organization. You can use this report to manage the cardholders and other users who work in Access Online. Report Description Report-specific Criteria Data Elements Available for Sorting Detailed information about Access Online users for a single organization • Report Type • Creation Date Range • User IDs • Entitlement Groups • User Status • User Type • User ID Last Maintained By • User ID Created By • No Sort • Accounting Code View • Account Number • Address • Batch User • City • Date/Time Last Maintained • Date/Time User ID Created • Date Last Logged in • Email Address • Entitlement Group • Functional Entitlement Group Organization Short Name • Name • Org Short Name • Other • Phone Number • Processing Hierarchy • Reporting Hierarchy • State/Province • User ID • User ID Created By • User ID Last Maintained By • User ID Status • Zip/Postal Code Program Administrator 188 Proprietary and Confidential (R 10/14) Standard Report Samples Sample System User List Detail Report Program Administrator 189 Proprietary and Confidential (R 10/14) Standard Report Samples System User List Detail Across Organizations Report Purpose: This report gives you detailed information about Access Online users for one, many or all organizations. You can use this report to manage the cardholders and other users who work in Access Online. Report Description Report-specific Criteria Data Elements Available for Sorting Detailed information about Access Online users for one, many or all organizations • Creation Date Range • User IDs • Entitlement Group • User Status • User IDs Last Maintained By • User IDs Created By • No Sort • Accounting Code View • Account Number • Address • Batch User • City • Date/Time Last Maintained • Date/Time User ID Created • Date Last Logged In • Email Address • Entitlement Group • Functional Entitlement Group Organization Short Name • Name • Organization Short Name • Other • Phone Number • Processing Hierarchy • Relationship Assignments • Reporting Hierarchy • State/Province • User ID • User ID Created By • User ID Last Maintained By • User ID Status • Zip/Postal Code Program Administrator 190 Proprietary and Confidential (R 10/14) Standard Report Samples Sample System User List Detail Across Organizations Report Program Administrator 191 Proprietary and Confidential (R 10/14) Standard Report Samples System User List Summary Report Purpose: This reports gives you summary information about Access Online user IDs for one, many or all organizations. You can use this report to manage the cardholders and other users who work in Access Online. Report Description Report-specific Criteria Data Elements Available for Sorting Summary information about Access Online user IDs for one, many or all organizations • Creation Date Range • User IDs • Entitlement Groups • User Status • User IDs Last Maintained By • User IDs Created By • No Sort • Entitlement Group • Organization Short Name • Total Number of Active Users • Total Number of Inactive Users • Total Number of Existing User IDs • Total Number to Be Removed User IDs Program Administrator 192 Proprietary and Confidential (R 10/14) Standard Report Samples Sample System User List Summary Report Program Administrator 193 Proprietary and Confidential (R 10/14) Standard Report Samples System User List with Account Details Purpose: This report gives you an overview of users and accounts within an organization. You can use this report to manage users and accounts in Access Online. Report Description Report-specific Criteria Data Elements Available for Sorting An overview of users and accounts within an organization • Users Included • User Status • Entitlement Group • Account Status • Processing Hierarchy • Account Email Address • Account Name • Account Number • Account Status • Account Type • Checks • Credit Limit • Demographic Comments • Percent Cash • Single Purchase Limit Program Administrator 194 Proprietary and Confidential (R 10/14) Standard Report Samples Sample System User List with Account Details Program Administrator 195 Proprietary and Confidential (R 10/14) ©2014 U.S. Bank National Association. All trademarks are the property of their respective owners. You may not reproduce this document, in whole or in part, without written permission.