R2007-122 2007-08-13
RESOLUTION NO. R2007-122
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, AWARDING A CONTRACT FOR BANK DEPOSITORY SERVICES.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That the City has reviewed Requests For Proposals(RFP's) for Bank
Depository Services, and such RFP's have been reviewed and tabulated.
Section 2. That the City Council hereby awards a contract for Bank Depository
Services to Wells Fargo in accordance with Exhibit "A", attached hereto.
Section 3. The City Manager or his designee is hereby authorized to execute a
contract for Bank Depository Services.
PASSED, APPROVED and ADOPTED this the 13th day of August, A.D., 2007.
c-~~
TOM REID
MAYOR
ATTEST:
APPROVED AS TO FORM:
()~ Ji.~
DARRIN M. COKER
CITY ATTORNEY
(I}
-~
-~ '{ij
'0
4:~
z
o E
i=co
<CYT
~ V
en >
:!:.8
o III
t)-o
.:I 2!
z 'ffi
::5:g
'1'.: E
<
iU ~
~ c
ll.. III
Om
>-m
!:::
(.,'-
,<
I
C'? <D <D <D <D <D LO LO ~ ~ ~ ~
LO 0 I'- I'- I'- I'- I'- <D <D 0
0 m 0 LO_ LO_ LO_ LO_ LO_ Ol Ol C'? I'- Ol I'-
N Q) o. >- C'? N <D 0
" >- '" ~ ~ ~ ~ ~ co N co C'?
Q) ;g 0 ~ ~ ~ ~ ~ Lei
> .c <F> 0 "<t "<t "<t
iil " U) (J)
'" Q)
~ Q) Q) " cD
'" Q) Q) 1: <F>
Q) ,g ,g
" <D U)
1: '"
.c '" ~ <D
<D <D OJ
'" LL '"
~ i: .c "
::> '" .- ~
'" -, '" 0
0
'" " a. E
~ <D <D
I- 0 0 <(
0 0 0 0 0 0 0 0 ~ ~ ~ ~
0
LO LO LO LO
"<t "<t "<t "<t
Ol Ol Ol Ol
~ "<t ..t "<t "<t
"
~
"
'"
in
>-
Iii
c
'"
0
0
0
cD
<F>
N Ol Ol Ol Ol Ol N N ~ ~ ~ ~
Ol 0 0 0 0 0 Ol Ol 0 0
"<t Ol_ Ol_ Ol. Ol_ Ol. "<t "<t <D ~ ~ 0
N N N LO co C'? 0
Ol Ol Ol Ol Ol N "<t C'? N
N N N N N Lei N "<t Lei
~ ;::: LO LO LO LO ~ Ol ~ ~ eft eft
(b Ol Ol Ol Ol N 0 0
1'-. <D. <D. <D_ <D. "<t LO C'? 0 I'- 0
N N' N N 0 LO ex;
C'? ;;; ;;; ~ ;;; Ol N N
N C'? f'i 0 Lei "<t
"
<D
>
iil
0 ~
0 '"
"', .c
<F> C
0
Q; E
c '"
c i!!
i'l
(j) u:
<D
0
u
Q)
0
lJ) lJ) ,
ro ro u
~~ Ol 0
,S OJ
C'? LO ro Ol
.>< >
lJ) ~ ~ Q) ro ~
0 Q) ro ro ro ro ro .8 .8 m ::2: lJ)
::2: > 0 0 U;
~ Q) Q) Q) Q) Q) ::2: ::2: iilg
()j >- >- >- >- >- III Q)
Q) Q) ""O-a..c...c 0, 0, .! 0:: Qj c Q)
Q) u u; c '- +-' +-' > > 01 U C 0 ::
LL s ~ N C'? "<t LO <( <( e::: w ::2: Cf)
01
">
o
.s::
u
01
~
]1
51
o
o
O.
o
o
o
a5
o .
o
0_ <D
o ~
o ~
o .2
a5 E
E
'"
'"
Q
<D
~
-.;
:0
E
o
o
0,
o
o
o.
co
o
o
0_
o
o
o.
co
-0
Q)
c
'ffi
C
'ffi
::2:
Q)
u
c
III
m
m
Ol
>
<(
III
"w
01
en
Gl
u
c-o
01 Q)
1i .=
en ~
Cl Q)
cO::
-.. Q)
01 U
III c
C III
~m
Em
o 0
u::2:
co
C'?
LO
Ol'
C'?
N
o
"<t
<D
o
en
<D
LO
LO
co
LO
1'-'
<D
I'-
N
<D
"<to
o
<D
I'-
1'-'
8~;'J;
co, "<to co,
C'? ~ I'-
C'?C'?N
o
o
o
ci
o
o
co'
I'- I'- I'-
<D<D<D
Ol. Ol. Ol.
NNN
C'?C'?C'?
<D
C'?
Ol.
o
C'?
"<t
r-:
NCO~
<D~O
C'?_co,"t
LO<DN
~NC'?
LO
~
"<t
N
C'?
N
1'-'
LONO
OCOOl
N<DOl
~ "T"""~ (()~
C'?N
C
Q)
E
U;
Q)
>
c
II)
C
:::J
o
U
u
<(
~
.8
'ffi
>
<(
Q)
u
c
III
m
m
lJ)
C
:::J
o
U
u
<(
U; a.
~~~
C::2: 0
,~ c c
II) lJ) lJ)
0l0l0l
C C C
'c 'c 'c
ro ro ro
www
Vi'
'(jj
III
.0
ro
Q)
>,
~
.s::
C
lJ)~
"j Qj
en a.
Gl Q)
Gl Q)
LLLL
lJ)
Ol
,S
c
t) ro
~w
.g> Q)
IZ
y\
~(O~!~\
co. "<t.I'-. f co_ \
"<tNCO: C'? :
C'? C'? N \ C'? i
. I
\ i
\ /
\
.....-/
LO
<D
Ol
o
I'- I'- I'-
<D<D<D
Ol Ol, Ol.
NNN
C'?C'?C'?
Vi'
Q)
Q)
LL
U,
Ol
,S
c
ro
~
II)
Ol
C
c
ro
w
OJ
Z
N
Ol
"<t
N
OlNI'-
C'?I'-<D
LOCO<D
~. gf;;1;'
Ol
o
LO
N'
C'?"<tl'-
C'?"<t<D
C'?_ 0.0.
LON
C'?C'?
Ol
,S
ro
Q)
m~
a.
Q)
Q)
CQ)::
_.><Cf)
C m C
II) ::2: lJ)
~>.~
'2: Q) '2:
'-am
Jl::2:w
I'-
<D
Ol.
N
C'?
:>,.i2
III C
0.5
~ ~
:>,lll
Q) OJ
~ .~
- III
III Q)
:S.Q
lJ) Cii
Q) "-
,s -E
- '-
~ Q)
~~
III C
lJ) Q)
c:S
5.i2
U c
U ::.
III 0
OJ~
,~ III
al ~ E!
.Q :;; '~
(j)-<u
f:? "O..c: 0,
Q) ~ al ,c
:s 'Ii; E ,g
Q)~a:::;
:Sc[rlEg
,~ 25 OJ .g .~
~ E:S :>, III
"" lll~G f
~~e13~
~Q):SlJ)::'
C5g]c~
E]2'~.2
=:31.:..(U~<o
,s ~ i3 0. a
,SOQ)<OU
EQ).Q:SaQ)
lll:S"O c
~~~go
'Ii; ,<- U 0
@~&~a
:>, ~ III C "0
-_~OQ)
(} <u:~ ~ lJ)
~ ,~ ~ 0 1l
;;;;~~:g~
<o"O:;Cii
..c:C.Q~OJ
~~~~.~
~6~..c:Q)
o.QQ)Q)ll:l
g. III E -t: Cii
\:, ~ lU (U ~
:;~ ~ ~ ~
~ .~:S ~ ~
"0 _ c 0
'~ ,S III 0 2'
o Q) E ~ III
..c: <0 III Q) u..
U >..: Q) lJ) lJ)
~ Q) III ~
~:S~6~
"<t
I'-
~
N
C'?
I'-
LO
LO,
Ol
N
u;
Q)
m
Q;
(5
<::
Exhibit "A"
Resolution No. R2007 -122
07 -0079
.
Wells Fargo Bank. N.A
Public Funds Administration
).,IAC A0119-173
333 I\:1arket. 17th Floor
San FrancISco. CA 94105
DU!>llcfunds:c-l;w~il sbr~
April 30, 2007
City of Pearland
Attn: Director of Finance
3519 Liberty Drive
Pearland, TX 77581-5416
Dear Wells Fargo Customer,
Please find enclosed two copies of a Depository Pledge Agreement for City of Pearland covering deposits held at
Wells Fargo Bank, National Association. The Federal Reserve Bank will act as custodian. Please review, execute,
and return both orh!inals of the Depositorv Pledl!e Al!reement to this office.
You will note that the Federal Reserve Bank is not a party of the enclosed Depository Pledge Agreement. This is
because the Federal Reserve Bank uses its own form of Custody Agreement, which is separate from the Depository
Pledge Agreement. The Custody Agreement is published by the Federal Reserve Bank as Appendix C to its
Operating Circular 7, entitled "Book Entry Securities Account Maintenance and Transfer Services". A copy of the
Operating Circular incorporating the Custody Agreement(Pledgee Agreement Form) is enclosed for execution.
Please note: Should you have questions regarding the Pledgee Agreement Form* please call the Federal Reserve
Bank at 1-800-327-0147, option I, for further assistance. The Federal Reserve Bank has added a new form,
FEDMAIL REQUEST FORM that requires completion. The Federal Reserve Bank will not process the
Pledl!ee Al!reement unless it is accompanied bv the FEDMAIL REQUEST FORM.
In accordance with the Federal Deposit Insurance Act (12 USe. 1823), a collateral agreement must be approved
by the bank's board of directors or loan committee, the approval must be reflected in the applicable meeting
minutes, and the agreement must be continuously, from the time of it's execution, as an official record of the bank.
After signature is completed and Wells Fargo Board or Loan Committee approval is obtained, we will forward you
one of the original documents for your records.
If you have any questions or concerns, please contact Kathy Chen directly at (415) 371-3272.
Sincerely,
Charlene Blount
Public Funds Administration
DEPOSITORY PLEDGE AGREEMENT
City of Pearland ("Pledgee") has selected WELLS FARGO BANK, NATIONAL ASSOCIATION ("Pledgor") as a
depository for certain of its funds and Pledgor has agreed to act as the depository for those funds in accordance
with applicable laws, which require that Pledgor secure the deposited funds, to the extent not insured by the
Federal Deposit Insurance Corporation ("FDIC"), by pledging book-entry securities ("Eligible Securities") of any
type permitted by the provisions of the Public Funds Collateral Act, Title 10, Chapter 2257 of the Texas
Government Code, as in effect from time to time (the "Governing Statutes"), which are eligible to be held in a
Securities Account at a Federal Reserve Bank under Federal Reserve Bank Operating Circular 7. Pledgee and
Pledgor have selected THE FEDERAL RESERVE BANK ("Custodian") to hold the pledged securities in custody
and safekeeping pursuant to the terms of the Governing Statutes, Federal Reserve Bank Operating Circular 7 as in
effect from time to time ("Circular 7"), and the Custody Agreement for Book-Entry Securities, Appendix "C" to
Circular 7 (the "Custody Agreement"), the provisions of which are incorporated herein by reference.
NOW, THEREFORE, in consideration of the mutual promises and covenants in this Agreement, Pledgee
and Pledgor agree as follows:
1. Grant of Security Interest: Instructions Reaardina Collateral. Pledgor hereby grants to Pledgee a
security interest in all Eligible Securities held by Custodian and reflected on Custodian's records as being pledged
to Pledgee (the "Collateral"). Addendum "A" contains the names and specimen signatures of individuals authorized
to act on behalf of Pledgee, and Addendum "B" contains the names and specimen signatures of individuals
authorized to act on behalf of Pledgor. Either Pledgee or Pledgor may add or remove authorized representatives
without the consent of the other at any time.
2. Amount of Collateral. The aggregate market value of Eligible Securities held by Custodian at all times
during the term of this Agreement must be in an amount not less than one hundred and two percent (102%) of (a)
the amount of Pledgee's collected funds on deposit with Pledgor, increased by (b) the amount of accrued but
uncredited interest on such deposited funds, (c) reduced by that portion of the funds insured by the FDIC. Such
amount is hereinafter called the "Required Collateral Value".
3. Substitutions and Withdrawals of Collateral. If the aggregate market value of Collateral held by
Custodian at any time exceeds the Required Collateral Value, Pledgor may withdraw any excess Collateral by
providing Custodian with a withdrawal notice signed by an authorized representative of both Pledgor and Pledgee.
Pledgee agrees to promptly sign the withdrawal notice if the market value of the remaining Collateral equals or
exceeds the Required Collateral Value. Additionally, Pledgor may substitute Eligible Securities for any of the
Collateral held by Custodian at any time by providing Custodian with a substitution notice signed by an authorized
representative of Pledgor alone, provided that the market value of the Collateral following such substitution would
equal or exceed the Required Collateral Value. This paragraph constitutes Pledgee's written standing instructions,
within the meaning of Section 4.3 of the Custody Agreement, to permit substitutions of like par value amounts of
pledged Eligible Securities without the consent of Pledgee. Substitutions of securities not of like par value shall
require Pledgee's written consent. To the extent that Pledgee's consent is required for any substitution of collateral
securities, Pledgee shall upon Wells Fargo's request promptly furnish such consent in the form required by the
Custodian, so long as the requested substitution will not reduce the value of pledged securities below the Required
Collateral Value.
4. Pledaor's Obliaations. Pledgor shall perform all of the duties and obligations required of a depository
under applicable law with respect to collateralization of the funds of Pledgee on deposit with Pledgor, including the
duties and obligations required under the Governing Statutes. At the expiration of the term of this Agreement,
Pledgor shall turn over to any successor depository designated by Pledgee all funds held by Pledgor as depository.
Pledgor will furnish to Pledgee a monthly statement listing a description of the Collateral. The statement will
specify the par value, market value, and maturity date of each component of the Collateral. Upon request, Pledgor
shall provide to Pledgee a copy of Pledgor's most recent publicly available quarterly or annual financial statement.
5. Custodian's Obliaations. The duties and obligations of Custodian with respect to the Collateral shall
be as set forth in the Custody Agreement.
6. Default and Remedies. If Pledgor fails to perform its obligations under Paragraph 4 above, or if
Pledgor is declared insolvent, or if a receiver is appointed for Pledgor (each an "Event of Default"), Pledgee may
instruct Custodian to dispose of the Collateral in accordance with the provisions of the Custody Agreement, but
- 1 -
only after Pledgee has provided Pledgor written notice of the Event of Default and at least three (3) business days
after such notice to cure the Event of Default. If, after receipt of such notice, Pledgor fails to cure the Event of
Default within the required period of time, Pledgee shall thereupon become authorized to certify in writing to
Custodian that Pledgor is in default under this Agreement, and to instruct Custodian to dispose of an amount of
Collateral sufficient to satisfy any indebtedness owed by Pledgor to Pledgee, in accordance with Pledgee's
instructions.
7. Termination of AQreement. Any party to this Agreement may terminate this Agreement by giving thirty
(30) days prior written notice of termination to the other parties.
8. Applicable Law; Other AQreements. This Agreement is governed by the laws of the State of Texas.
All deposit accounts of Pledgee will be subject to Pledgor's Commercial Account Agreement, Business Account
Agreement, or other applicable deposit account agreement, as in effect from time to time.
9. Miscellaneous. The headings in this agreement are for convenience of reference only and should not
be used in interpreting this Agreement. If any provision of this agreement is illegal or unenforceable under
applicable law, that provision should be deemed reformed so as to be enforceable to the extent permitted by
applicable law, or if that is not possible, then this Agreement should be read as if that provision was never a part of
it, and the remainder of the Agreement will be enforceable. THIS AGREEMENT REPRESENTS THE FINAL
AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL
AGREEMENTS OF THE PARTIES. Notices given under this Agreement must be addressed as set forth below the
signature of each party, and will be effective upon actual receipt by the addressee or upon refusal of delivery during
the normal business hours of the addressee.
Date of Agreement: _' 2007.
PLEDGEE: CITY OF PEARLAND
PLEDGOR: WELLS FARGO BANK, NATIONAL
ASSOCIATION
By:
By:
Name:
Bill Eisen
Name:
Title: Ci ty Manager
3519 Liberty Drive
Address: Pearland, TX 77581
Title:
333 Market St, 17m Floor
Address MAC A0119-173
San Francisco, CA 94105
DepPledgeAgmt-TX-FRB.doc (Rev. 03-07-02)
- 2 -
ADDENDUM "A"
(Authorized Officers of Pledgee)
One signature of any of the following authorized officers of Pledgee is required to authorize actions to be
taken pursuant to the foregoing Depository Pledge Agreement:
1. Claire Manthei
(Name)
Email: cmanthei@ci.pearland.tx.us
(Signature)
Fax: 281 652 -1671
(, KJ~
\ "," '", ,'!
'. ._ ' J~,.v
2.
(Name)
(Signature)
Email:
Fax:
3.
(Name)
(Signature)
Email:
Fax:
4.
(Name)
(Signature)
Email:
Fax:
- 3 -
ADDENDUM "8"
(Authorized Officers of Pledgor)
One signature of any of the following authorized officers of Pledgor is required to authorize actions to be taken
pursuant to the foregoing Depository Pledge Agreement:
Signature
1 . Name:
Signature
2. Name:
Signature
3. Name:
Signature
4. Name:
- 4 -
Pledgee Agreement Form
To: Wells Fargo Bank
333 Market Street, 17th Floor
MAC AOI019-173
San Francisco, CA 94 I 05
Attn: Public Funds Administration
Tel: 800-327-0147 opt 1
Fax: 415-371-3292
Date: April 27, 2007
We, the City of Pearl and agree to the terms of Appendix C of your Operating Circular 7, dated August 19,2005,
as it may be amended from time to time with respect to the account on your books designated K3LX .(4 digit alpha-
numeric account number)
We further agree that you may accept par for par substitutions: securities from the Pledgor as a replacement of, or in
substitution for, those securities presently held (please check one):
D NO (Instructions required for
each withdrawal)
I ~ I YES (Standing approval)
provided that the replacement or substitution does not reduce the aggregate par amount of securities held in custody for us.
(See Operating Circular 7, Appendix C, Section 4.3,)
We authorize you to use the following call-back procedure for securities transactions pertaining to this account (please
check one):
I >II' I Three-party call-back
D Four-party call-back
We certify that the individuals listed below may take authoritative action on our behalf with respect to the account,
including a direction to release collateral from the account. You may rely on the authority of these individuals with respect to
the account until we otherwise notify you.
Telephone: 281 652-1671 Print Name: Claire Manthei ( Title: Director of Fin.
t' ~ ry t \ }, [\1
Fax: 281 652-1707 Signature: I ; ~ r\ . \ \(.;', 1\.1J Date: 3L)
\....._ .LL..'","';
Telephone:
281 652-1771
Print Name: Rick OV1rgaard
Signature ~
Title: Asst Dir of Fin
Date: 'U I '>~' l e'l
Fax:
281 652-1707
Telephone:
Print Name:
Title:
Fax:
Signature:
Date:
REV 01/2006
Pledgee Agreement
(page 2 of 2)
Telephone:
Print Name:
Title:
Fax:
Signature:
Date:
The Undersigned hereby certifies that he/she is the present lawful incumbent of the designated public office.
Pledgee
City of Pearland
Name of governmental unit
3519 Liberty Drive
Street Address or P.O Box Number
Pearland, Texas 77581
City, State, Zip Code
..
Bill Eisen, City Manager
Printed Name and Title
State of -reX ct. ":::>
B r Q.. 2....0 (' I ~
Notary
County of
On this -5 tt, day of Se.ftemb , 2001 before me personally appeared
6'1 I t ~1.:5 ""'..AI , to me personally known or satisfactorily proven, who by me duly sworn, did depose and say that
he/she resides at , in the City of P.e..a.r \a....v--~ , in the
State of leX:::t:::> , that he/she is the C \t 1 C'Y\ CtA"la. ~a..r [Title] of
~12 Clt-i tP ~ P e.a.,r l ~ and that he/she executed this do ument on behalf of
~e.. elf! Cot- (Jp-ar\a..v-k:R before me.
e
D5 - 05 -,9.009
\\\,,\\UUlhillfl4l1lIfllll.
~~\\\ c:. E. T", """"
:S'.... -.\.~ .'."'" y/ ~
.;$I' ..~ .0" 0.. (0 ~
! ')'.....~*~"T ,."4.....:A '\
g ....0 <... -':1" ~
: : "'. E
~ ; ~ . f ~
~ .....~ +"".: ~
% ", . 01" 1t. ..' ~
~ ....f:.t..I"E~.... #
~ Os .......... q ,,~
'1<'" '05-200 ,\\\'
",fllllfilt!.HtlIJ.....,.",'\\
5cM1e E', \-~t l Of
(Print name of Notary)
My commission expires on
[Date]
REV 01/2006
FEDMAIL REQUEST FORM
Joint Custody Daily Activity Statements and monthly Securities HoldinQs Reports via e-mail or fax using FedMail, a
secure delivery vehicle used by the Federal Reserve to communicate with financial institutions and state and local
government pledgees, are delivered to you the morning of the next business day.
FedMail subscribers receive Securities Holdings Reports on a monthly basis, as opposed to quarterly via US mail.
To register for FedMail, fill in the information requested below and fax or mail it to the Federal Reserve Bank. We
recommend that you assign a minimum of two e-mail contacts in case someone is ill or on vacation. You may also
use a shared e-mail account.
Please note that the authorized signer must be a person who is listed on your current Pledgee Agreement
on file with the Federal Reserve as authorized to act for your account.
If you wish to update the authorized names for your account, or have any questions about this service, please call
us at 1-800-327-0147, and select option 1.
FEDMAIL REQUEST FORM
Name of State or Local Government Institution: City of Pearland
Phone Number: 281 652-1671
Joint Custody Account Number: (4-digit alpha-numeric, listed as Institution 10 on statement). This form may be used
for multiple account numbers going to the same addresses, to a maximum of four:
(1) K3LX
(2) _ _ _ _
(3) _ _ _ _
(4) _ _ _ _
E-mail Addresses:
1) cmanthei@ci.pearland.tx.us
(name@xxxx. com)
Name Claire Manthei
(Print name in full)
2) rovergaard@ci.pearland.tx.us
Name Rick Overgaard
3)
Name
E-mail report format preference - check one:
HTML _ HTML attachments are pre-formatted and must be viewed with a web browser.
Text ~ Text attachments can be viewed with a text editor, spreadsheet, or word processing software.
Fax Number
(required if you have no e-mail address)
Name & Signature of authorized signer
Claire Manthei
(Print name in full)
(\ f\ , ,
\._:_.~~_rk."~~_~ r (\,u.r',j. ~ .;'L~
(Signature)
Date
r ') (' " 7
'-' L.
Please return the completed form alonQ with the PledQee AQreement Form
by fax:
415-371-3292
by mail:
Wells Fargo Bank, NA
Public Funds Administration
333 Market Street, 1 ih Floor
MAC: A0119-173
San Francisco, CA 94105
Rev 1/2006
PUBLIC FUNDS
CUSTOMER INFORMATION
NAME OF PUBLIC FUND DEPOSITOR:
City of Pearland
CONTACT*: Claire Manthei, Director of Finance
ADDRESS*: 3519 Liberty Drive
pearland, Texas 77581
FAX*:
281 652-1707
EMAIL:
cmanthei@ci.pearland.tx.us
PHONE*:
281 652-1761
TIN (Tax-payer Identification Number):
74-6028909
CUSTODY ACCOUNT NUMBER (i.e. Fed Account Number X123)
(If applicable)
Please return this form to:
By FAX: (415) 371-3292
By U.S. Mail:
Wells Fargo Bank, N.A.
Public Funds Administration
Attn: Administrative Assistant
333 Market Street, 17th Floor
MAC: A0119-173
San Francisco, CA 94105
*Required Field
Instructions for Completing a Pledgee Agreement & Authorization List
Please retain a blank CODV of the Pledgee Agreement for future use and a
copy of the completed form for your records. The completed Pledl!ce A{!rccment [\-HiS]' he sent
along with the FcdMail RequcstForm for proccssinl!.
Please type or print in ink the following information in the appropriate sections of the form
Please list the name of your entity, as it appears on your statements, on the blank line in the first
sentence. (e.g. We, the "Town of Plain vi lie")
· Pledgee number is the four-character identifier that begins with an alpha character, is assigned by the
Federal Reserve Bank, and can be found on your statement as the Institution 10. If this is a request to
open a new account, please write "NEW".
To allow substitution of collateral, check the box YES to permit financial institutions that pledge
collateral to you to replace or substitute collateral at the same or greater current value (par for par)
without your having to approve each transaction:
· Replacement collateral must be deposited the same day that the request to release the collateral is
made. At no time are you at risk of being under-collateralized. No collateral will be released
without a qualifying substitution or your approval.
· FRB staff will calculate the current book value of the replacement collateral and ensure that it is
of equal or greater value to the collateral it is replacing.
· A Pledgee Activity statement will be sent to you as notification that a substitution has been
completed.
· Select NO to approve each and every individual transaction.
Call-back procedure refers to the number of Authorized Individuals who must approve a release of
collateral. By checking the box for lIJl:S;g_:p.mj.Y_~ilJJ~basJ:., you are indicating that one individual from
your organization can initiate a collateral transaction and that same person can also verify the
transaction. By checking the box for four-party call-back, you are indicating that two individuals
from your organization are required for every approval: one individual can initiate the transaction but
a second must verify it. (In both cases, the other two parties are Federal Reserve individuals.)
Name, title, signature, fax and telephone numbers of each individual authorized to release
securities pledged to this public entity and held in ajoint custody account at the Federal Reserve
Bank. This list will be used to verify the authenticity of instructions to release pledged securities.
Please provide at least three names and as many additional people as you need to accommodate
vacations, illness, turnover, etc. Please list them in the order you prefer they be contacted.
Rev 05/16/2003
Instructions for Completing a Pledgee Agreement
(page 2 of 2)
· Signature, name, and title ofthe officer who is authorized to designate the listed individuals. lfe
reC(imtnend thur fhe (~tlicer not be included on this list as one u/the persons authori::ed to re!cose
By signing this form, the officer authorizes the individuals listed to release pledged
securities. This signature must be notarized.
Notary Information nith seal must be obtained to validate the authenticity of the signature of the
approving officer.
· Please Return the comoleted Pledl!ee Al!reement alonl! with the FedMail Request Form to:
Via fax to: 415-371-3292
& mail to:
Wells Fargo Bank, N.A.
Public Funds Administration
MAC: A01l9-173
333 Market Street, 17th Floor
San Francisco, CA 94105
If you have questions or require assistance, please call a customer support representative: 800-327-
0147, option 1.
You can view Operating Circular 7 at the following web address:
www.frbservices.org/OperatingCirculars/pcltiOc7.pdf
Rev 05/16/2003
ACCEPTANCE OF SERVICES
.
[K] New Agreement
o Designation of Sweep Option
(If checked, complete Part 1/, below.)
Each person signing this Acceptance of Services ("Acceptance") certifies that:
(a) the company identified in the signature block of this Acceptance ("Company") has received
and agrees to be bound by the Service Documentation, as defined in the Master Agreement
for Treasury Management Services between Company and Wells Fargo Bank, N.A.
("Bank"), and any Sweep Option Company has designated in Part II of this Acceptance;
(b) he or she has full authority to execute this Acceptance on behalf of Company, to enter into
other agreements with Bank for Treasury Management services now or hereafter offered by
Bank (each, a "Service"), and to amend, terminate or otherwise act on behalf of Company
with respect to each Service; and
(c) Company's use of any Service, including without limitation each Service that Company
commences using after the Effective Date of this Acceptance, confirms Company's
agreement to be bound by the Service Documentation relating to that Service.
I A. DESIGNATION OF WELLS FARGO STAGECOACH SWEEpsM OPTION.
Company designates the following Sweep Option (check one box only):
o Wells Fargo Stagecoach Sweep, Preferred Option with secondary Wells Fargo
Stagecoach Sweep, Repurchase Agreement.
o Wells Fargo Stagecoach Sweep, Preferred Option.
o Wells Fargo Stagecoach Sweep, Repurchase Agreement with secondary Wells
Fargo Stagecoach Sweep, Preferred Option.
o Wells Fargo Stagecoach Sweep, Repurchase Agreement.
o Wells Fargo Stagecoach Sweepsm, Money Market Funds
the Overland Express Sweep Fund - Fund 80.
TM-1444 Acceptance of Services
Revised 11-22-06
Page 1 of 2
I B. ADDITIONAL INFORMATION.
. Checking Account Number: 201-0419505
. Credit Sweep Option: 0 Yes 0 No LaC Number:
. Statements and/or Confirmations will be sent to Company by electronic means unless
otherwise requested by Company. Electronic means include Bank's Commercial Electronic
Office@, facsimile and/or Secure E-Mail.
Agreed To and Accepted By:
Company:
City of Pearland
,
A
f\ (', 'I ;'-
f t-,\f"'. "'1'-"'-"\ ~, t-\. '
, ' ',' " \' !I '._ ','
~._......jL..li.~~ .., L ,. . f c~._
By:
Name:
Claire Manthei
Title:
Director of Finance
Effective Date:
@ 2006 Wells Fargo Bank, NA All rights reserved,
TM-1444 Acceptance of Services
Revised 11-22-06
Page 2 of 2
COMMERCIAL ELECTRONIC OFFICF'M ("CEO")
SERVICE DESCRIPTION
II
1. Description of the CEO Service. The CEO Service will allow Company to enter Bank's CEO
website and access those treasury management services offered through the CEO (each, a
"Service") for which Company has enrolled. Company agrees to use the CEO only as provided
in the Service Documentation (which term includes notices and information posted on the CEO
website.) Persons entering the CEO for Company (the "Users") must also accept the Terms of
Use for the CEO which appears on the CEO when a User initially logs on. Before Company may
use a Service, Company must sign or accept the Service Documentation for that Service.
2. Security Procedures.
2.1 Unless Company requests self-administration of its access to the CEO, Bank will give
each User an 10 code and a password to be used when the User first enters the CEO.
(Self-administration may not be available for all services offered through the CEO.) Bank
will also assign a Company 10 code for use each time a User enters the CEO. Although
the Company 10 code and the 10 codes for each User will remain the same for each entry
into the CEO, the password Bank assigns to each User must be changed to a new
password the User selects when the User first enters the CEO. Bank will not know the
new passwords or any subsequent passwords selected by the Users.
2.2 If Company requests self-administration of its access to the CEO, Bank will assign a
Company 10 code and will set up the first Company administrator ("FCA") by assigning a
personal 10 code and password to be used when the FCA first enters the CEO. The FCA
can then set up additional Company administrators (who will have access to all Services
Company receives through the CEO) and administrators or Users (each of whom will have
access only to the specific Service(s) they are set up to access.) Any Company
administrator: (a) can set up additional Company administrators, administrators and Users,
issuing them a password and a personal 10 code; (b) can reset passwords for all Services;
and (c) shall be required to immediately disable access to the CEO for any Company
administrator, administrator or User who ceases to be a Company administrator,
administrator or User. Administrators can set up additional administrators and Users and
reset passwords for the specific Service(s) they are set up to access. The Company 10
and each personal 10 code will remain the same for each entry into the CEO, but the
password assigned to each Company administrator, administrator, and User must be
changed to a new password they select when they first enter the CEO. Bank will not know
the password of any Company administrator, administrator, or User except the initial
password assigned to the FCA. Company's administrative contact with respect to the
CEO will be the FCA.
2.3 If Company requests self-administration of Company's access to the CEO, Bank will give
the Company administrators and the administrators a token card and a personal
identification number ("PIN"), known only by them and Bank, to use each time they give
personal 10 codes and passwords to Company administrators, administrators, and Users.
Token cards and PINs will be given to Users by Bank only if they have access to a Service
which requires a token card for access. The token card generates a random and unique
security code for each token card every minute. The code combines with the PIN to
provide a unique password (the "Passcode") every minute.
2.4 Company will be able to manage and control who in Company has access to the CEO and
the Services by the 10 codes, passwords, token cards, PINs, and Passcodes. It is
Company's responsibility to ensure that the 10 codes, passwords, token cards, PINs, and
Passcodes are known to, and used only by, persons who have been properly authorized
by Company to access the CEO and use the Services through the CEO.
TM-1426 Commercial Electronic Office Service Description
(Rev 9/02 )
Page 1 of 3
2.5 FAILURE TO PROTECT ID CODES, PASSWORDS, TOKEN CARDS, PINs, OR
PASSCODES MAY ALLOW AN UNAUTHORIZED PARTY TO (1) USE THE
SERVICES, (2) CORRECT, CHANGE, VERIFY, OR SEND DATA USED WITH THE
SERVICES, (3) SEND INFORMATION AND COMMUNICATIONS TO, OR RECEIVE
INFORMATION AND COMMUNICATIONS FROM, BANK OR (4) ACCESS
COMPANY'S ELECTRONIC COMMUNICATIONS AND FINANCIAL DATA. ALL
ENTRIES INTO THE CEO, ALL COMMUNICATIONS SENT, AND ALL USES OF THE
SERVICES, THROUGH COMPANY'S ID CODES, PASSWORDS, TOKEN CARDS,
PINs, OR PASSCODES WILL BE DEEMED TO BE ENTRIES, COMMUNICATIONS,
AND USES AUTHORIZED BY COMPANY AND BE BINDING UPON COMPANY.
COMPANY ASSUMES THE ENTIRE RISK FOR THE FRAUDULENT OR
UNAUTHORIZED USE OF ALL ID CODES, PASSWORDS, TOKEN CARDS, PINs,
AND PASSCODES. Company acknowledges the importance of developing internal
procedures to limit such risk, which procedures will include, at a minimum, (a) if
Company is not on self-administration, notifying Bank immediately when any new person
becomes a User or when any existing User stops being a User, (b) if Company is on self-
administration, disabling access to the CEO immediately for each Company
administrator, administrator, and User who stops being a Company administrator,
administrator, or User, and (c) not keeping, in any form or in any place, lists of ID codes,
passwords, PINs or Passcodes.
2.6 Company agrees to notify Bank immediately when Company becomes aware of any loss
or theft of, or any unauthorized use of, any ID codes, passwords, token cards, Pins, or
Passcodes. Company also agrees to notify Bank immediately when Company becomes
aware of any unauthorized entry into the CEO.
3. Financial Information. Financial market data, quotes, news, research, and other financial
information developed by third parties and transmitted to Bank (collectively, "Financial
Information") will be available at the CEO. The posting of any Financial Information or any other
information or data at the CEO will not be a recommendation by Bank that any particular
Service or transaction is suitable or appropriate for Company or that Company should receive or
in any way use any Service. Bank does not guarantee the accuracy, completeness, timeliness
or correct sequencing of any Financial Information, nor is it in any way responsible for the
actions or omissions of the third parties developing or transmitting Financial Information or for
any decision made or action taken by Company in reliance upon any Financial Information.
4. Use of Certain Software to Access the CEO. In using the CEO, Company will be sending
financial and other data as well as electronic messages directly to Bank through the Internet.
Company acknowledges that when the Internet, or any other electronic communications
facilities, are used to transmit or receive data and messages, the data and the messages may
be accessed by unauthorized third parties. To reduce the likelihood of such third party access,
Company agrees to transmit and receive data and messages through the CEO using only
software, including, but not limited to, browser software, or other access devices that support
the Secure Socket Layer (SSL) protocol- or other protocols required by, or acceptable to, Bank,
and to follow the Bank log-on procedures that support such protocols.
5. Disclaimers. Bank will not be Company's advisor or fiduciary with respect to this Agreement
or any Service.
6. Limitation of Liabilitv. Bank will not be liable to Company for any direct or indirect damages or
losses suffered or incurred by Company in connection with the CEO, any of the Services, any
Financial Information, any other information or data Company receives through the CEO, or any
failure to provide, or delay in providing, access to the CEO, any Service, or any Financial
Information, except to the extent any Service Documentation specifically provides otherwise and
except to the extent such damages or losses arise directly from the negligence or willful
misconduct of Bank.
TM-1426 Commercial Electronic Office Service Description
(Rev. 9/02 )
Page 2 of 3
7. Restrictina or Terminatina Access to the CEO. In addition to, and not in substitution for, any
provision in this Agreement or any of the other Service Documentation, Company understands
and agrees that Bank will not in any way be obligated to permit Users access to any Financial
Information or the use of any Service through the CEO if (a) such use or access is not in
accordance with any term or condition applicable to the Service or the CEO or to the information
to be accessed, (b) such use or access is not permitted by any state or federal law or regulation,
(c) Bank has reasonable cause to believe that such use or access may not be authorized by
Company or any third person whose authorization Bank believes is necessary for such use or
access, or (d) Bank has reasonable cause to deny such use or access for Company's
protection or the protection of Bank. If any Service cannot be used through the CEO, Bank will
make reasonable efforts for such Service to be used by other means. Bank shall not have
liability to Company for any losses or damages Company may suffer or incur as a result of any
such termination.
8. Survival. Sections 3,6,7 and 8 will survive termination of the Service.
9. TerminoloQV. Unless specifically defined in this Service Description, capitalized terms used in
this Service Description have the meanings, if any, provided in the Master Agreement for
Treasury Management Services (the "Agreement") , as amended from time to time.
TM-1426 Commercial Electronic Office Service Description
(Rev 9/02 )
Page 3 of 3
Aprill,2002
RE: Self Administration Dual Control Advisory
Welcome to the Commercial Electronic Offici" (CEO"') Self Administration tool with dual control
functionality. Dual control is a powerful way for you to mitigate your risk, particularly when
granting access to transactional services such as WellsNet@ Wire Transfers. In this letter, we would
like to explain the advantages of dual control, using WellsNet Wire Transfers as an example. Please
note that if you are not using Wells Net Wire Transfers, the discussion below applies equally well to
other transactional services such as Internet ACH or Foreign Exchange Online.
The WellsNet Wire Transfer service, which allows customers to initiate wire transfers through the
CEO portal, is currently offered with a dual control security feature. This option allows customers
to separate among operators the ability to create, approve and send wire transfer requests. This
dual control feature within the Wire Transfer service is an option Wells Fargo provides to help
customers mitigate operational risk by requiring more than one individual's approval to complete
a transaction.
Dual control is also offered as an optional feature of the CEO Self Administration tool. If a
company chooses not to use this option, a single administrator acting alone will have the ability to
add or change authorized users who have access to the WellsNet Wire Transfer service.
Additionally, an administrator using the Self Administration tool can change or remove the dual
control settings for the WellsNet Wire Transfer service. As a result, an administrator could override
the dual control feature of the Wells Net Wire Transfer service. Conversely, if the company chooses
to use dual control within the Self Administration tool, any of these changes would require a second
administrator's approval before becoming effective.
In making the decision whether or not to enroll in dual control as part of your CEO Self
Administration service, we ask that you assess whether the operational risk described above is
acceptable to your company. If you decide to mitigate your risk, please select "yes" for your dual
control option on the Self Administration Enrollment form. If you select "no" for your dual control
option, we will assume that your organization accepts the above-described risk. If you have any
questions about your dual control options, please call your Customer Service representative.
We thank you for your business and look forward to serving you.
Sincerely,
Deborah Young
Vice President
Wholesale Internet Solutions
Wells Fargo Bank, NA
WIRE TRANSFER SERVICES DESCRIPTION
II
1. Description of the Wire Transfer Services (the "Services"). The Services will enable
Company to give instructions ("Orders") to Bank to (i) transfer funds by wire from the account(s)
designated in the Wire Transfer Services Set-up Forms (the "Account"), and (ii) instruct another
depository institution to debit an account at that institution and transfer the funds to Bank or
debit the Account at Bank and transfer the funds to that institution ("Drawdown Requests"). In
this Service Description, the term "Transfer Instruction" refers to both Orders and Drawdown
Requests. This Service Description is in addition to, and not in place of, any other agreement
which Company may have entered into with Bank regarding Wire Transfer Instructions.
2. Security Procedure. Company agrees that Bank may verify that Company has authorized a
Transfer Instruction solely in accordance with the Wire Transfer Services Security Procedure
Agreement then in effect (the "Security Procedure"). The Security Procedure will not apply to
Transfer Instructions delivered to Bank in person by Company or its authorized representative.
The Security Procedure will not be used to detect erroneous Transfer Instructions. Company
agrees that the Security Procedure it selected is commercially reasonable and is the Security
Procedure that best meets its requirements given the size, type and frequency of the Transfer
Instructions Company will issue to Bank. Company further agrees to safeguard any number,
code, password, test key, or other identifier assigned to it from discovery by any unauthorized
person. If Company has chosen the telephone verification option and the individual contacted
by Bank identifies himself or herself as an individual designated by Company and confirms that
the Transfer Instruction was sent to Bank by Company, Bank will be conclusively deemed to
have complied with the telephone security procedure. If Company becomes aware of a breach
of the Security Procedure, or suspects that a breach may occur, it will immediately notify Bank
in a time and manner that gives Bank a reasonable opportunity to act on it.
3. Identify Authorized Persons. Company will notify Bank in writing of the identity of each
individual authorized to receive information regarding the Security Procedure. Company will
promptly notify Bank in writing of any change in an authorized individual. Company's notice will
be binding on Bank if it is received in a time and manner that gives Bank a reasonable
opportunity to act on it. Bank will be fully protected in relying on Company's notices. Bank may,
but will not be required to, electronically record any oral communication that it receives from
Company.
4. Authorization to Pay. Company authorizes and instructs Bank to pay any Order that complies
with the Security Procedure. For each Transfer Instruction executed by Bank in accordance
with the terms of this Service Description, Company authorizes Bank to debit or credit, as
applicable, the account specified in the Transfer Instruction (and if no account is specified, the
Account or any other account of Company at Bank or an affiliate) even if a debit results in an
overdraft. Company agrees to have sufficient available funds in the account specified in the
Transfer Instruction (and if no account is specified, the Account) at the time of each debit.
5. Finality of Transfer Instructions. A Transfer Instruction will be final and will not be subject to
stop payment or recall, except that Bank may, at Company's request, make an effort to effect
such stop payment or recall. In that case, Bank will incur no liability for its failure or inability to
do so.
TM-1440 Wire Transfer Service Description
Revised 1/4/05
Page 1 of 3
6. Inconsistency of Name and Number. If a Transfer Instruction describes the person to receive
payment inconsistently by name and account number (i) payment may be made on the basis of
the account number even if the account number identifies a person different from the named
person or (ii) Bank may in its sole discretion refuse to accept or may return the Transfer
Instruction. If a Transfer Instruction describes a participating financial institution inconsistently
by name and identification number, the identification number may be relied upon as the proper
identification of the financial institution. If a Transfer Instruction identifies a nonexistent or
unidentifiable person or account as the beneficiary or beneficiary's account, Bank may in its sole
discretion refuse to accept or may return the Transfer Instruction.
7. Company's Duty to Exercise Ordinary Care. Company will exercise ordinary care to
determine whether a Transfer Instruction accepted by Bank was either erroneous or not
authorized and to notify Bank of the facts within a reasonable time not exceeding fourteen (14)
days after Company has received notification from Bank that the Transfer Instruction was
accepted or that the Account was debited or credited with respect to the Transfer Instruction,
whichever is earlier. Company will be precluded from asserting that Bank is not entitled to
retain payment for a Transfer Instruction unless Company objects within the fourteen (14) day
period.
8. Information Requests. Company may request the issuance of tracer messages concerning
uncompleted transfers. Company will provide Bank with any transaction information it considers
necessary to process Company's inquiry. In addition to Bank's fees for this service, Company
will reimburse Bank for any charges it incurs from third parties in connection with Company's
requested tracer messages.
9. International Wire Transfers. A Transfer Instruction expressed in U.S. Dollars will be sent in
U.S. Dollars. Company may request that prior to executing an Order or outgoing Drawdown
Request, Bank converts the amount to be transferred from U.S. Dollars to the currency of a
designated foreign government or intergovernmental organization ("Foreign Currency") at
Bank's selling rate for exchange in effect on the date the Order or outgoing Drawdown Request
is executed by Bank. If the financial institution designated to receive the funds does not pay the
beneficiary specified in the Order or outgoing Drawdown Request and it is payable in Foreign
Currency, Bank will not be liable for a sum in excess of the value of the Order or outgoing
Drawdown Request after it has been converted from Foreign Currency to U.S. Dollars at Bank's
buying rate for exchange at the time the cancellation of the Order or outgoing Drawdown
Request is confirmed by Bank.
10. Responsibility of Bank. Bank is only responsible for making a good faith effort to execute
Company's Transfer Instructions. Transfer Instructions may be sent by wire, telegraph,
telephone, cable or whatever other transmission method Bank considers to be reasonable.
Orders and outgoing Drawdown Requests may be transmitted directly to the beneficiary's
financial institution, or indirectly to the beneficiary's financial institution through another financial
institution, government agency or other third party that Bank considers to be reasonable. Bank
may execute an incoming Drawdown Request that conforms with instructions it receives through
Fed Wire, SWIFT or any other funds transfer system, provided such instructions are not
inconsistent with instructions contained in an applicable Set-up Form. The authority to execute
the incoming Drawdown Request shall continue until Bank receives express written notice from
Company that such authority is revoked. Bank will not be liable for any third party's failure to or
delay or error in processing a Transfer Instruction. If the beneficiary bank does not pay the
beneficiary specified in the Transfer Instruction, a refund will be made only after Bank has
received confirmation of the effective cancellation of the Transfer Instruction and Bank is in free
possession of the funds debited or earmarked in connection with the Transfer Instruction. If
TM-1440 Wire Transfer Service Description
Revised 1/4/05
Page 2 of 3
Bank is notified that it did not transfer the full amount stated in a Transfer Instruction, Bank's
sole obligation will be to promptly execute a second Transfer Instruction in the amount of the
stated deficiency. If Bank executes a Transfer Instruction in excess of the amount stated in the
Transfer Instruction, to the extent that the originator does not receive the benefit of the Transfer
Instruction, Bank will only be liable for any loss of the principal amount transferred in excess of
the amount stated in the Transfer Instruction. Additionally, Bank will be liable for the amount of
interest the originator has lost due to the transfer of the excess amount, computed at the then
current Federal Funds rate. However, Bank's liability for loss of interest will be limited to twenty
(20) calendar day's interest. This section sets forth Bank's complete liability for a Transfer
Instruction issued or received under this Service Description.
IN NO EVENT WILL BANK BE LIABLE FOR DAMAGES ARISING DIRECTLY OR INDIRECTLY IF THE
TRANSFER INSTRUCTION IS EXECUTED BY BANK IN GOOD FAITH AND IN ACCORDANCE WITH
THE TERMS OF THIS SERVICE DESCRIPTION.
As used in the Master Agreement for Treasury Management Services (the "Agreement"), with
respect to the Services, "negligence" means a material failure to use the degree of care used
under similar circumstances by a national bank having a similar volume of funds transfers and
similar number, size and diversity of funds transfer customers.
11. Governing Law; Rules and Regulations. Bank's and Company's rights and obligations
regarding Transfer Instructions will be governed solely by this Service Description and the other
Service Documentation and, to the extent applicable, federal law and the law of the state in
which Bank's principal office is located, as amended from time to time. Article 4A of the Uniform
Commercial Code will, to the extent possible, be applied by analogy to any Drawdown
Requests. All Transfer Instructions will also be subject to the rules and regulations of any funds
transfer system used by Bank as amended from time to time. If a Transfer Instruction is to be
processed in accordance with a statute, rule, regulation or license of the United States, or any
federal agency, the Transfer Instruction will be governed by that statute, rule, regulation or
license.
12. Notices; Receipt of Confirmations. In addition to the notice provision set forth in Section 10.6
of the Agreement, the following will apply: A bank statement showing a Transfer Instruction sent
by first class mail to Company's last address as shown in Bank's records and not returned will
be conclusively presumed to have been received by Company seven (7) days after it is sent.
13. Agents. Bank may use agents of its choice to perform any of its obligations.
14. Survival. Sections 4, 7, 9, 10 and 14 will survive termination of the Services.
15. Terminology. Unless specifically defined in this Service Description, terms used in this Service
Description have the meanings, if any, provided in Article 4A of the Uniform Commercial Code,
as amended from time to time. Each Bank request, instruction and set-up form completed by or
on behalf of Company in connection with the Services will be deemed to be a "Set-up Form" as
that term is used in the Service Documentation.
TM-1440 Wire Transfer Service Description
Revised 1/4/05
Page 3 of 3
Wire Transfer Services Security Procedures Agreement
.
Section 1 - Agreement
Ir]NEW
DREPLACEMENT
Account Number:
City of Pearland
This agreement is made this _ day of _, 2007by and between _ ("Company") and Wells Fargo Bank,
N.A. ("Bank"). By signing below or, if applicable, on the Acceptance of Services, Company acknowledges receiving
and agreeing to be bound by these terms and conditions and those referred to in Bank's Wire Transfer Customer
Setup Form (the "Setup Form") and the Wire Transfer Services Agreement or the Master Agreement for Treasury
Management Services and Wire Transfer Services Description and, if applicable, the CEO Service Description.
Company understands that in any instructions to transfer funds by wire from accounts Company maintain at Bank
("Orders"), Bank may rely solely (i) on the account number of the person ("Beneficiary") who is to receive the wire
transfer rather than the Beneficiary's name, and (ii) if provided by Company, on the identification number of any
other financial institution through or to which the funds are to be transferred, rather than the name of the financial
institution. Company agrees that it is bound by any Order, whether or not authorized, issued in its name and
accepted by Bank in compliance with the security procedure selected by Company.
Section 2 - Standard Security Procedures
2.1 V oice Initiated Orders. Bank's standard security procedures consist of confirming that the personal
identification number ("PIN") that accompanies an Order corresponds with a valid PIN assigned to
Company on voice-initiated Orders. A PIN is required for all voice-initiated transfers.
2.2 Terminal Initiated Orders. Bank's standard security procedures for terminal-initiated Orders (including
Orders placed via the Internet) consist ofRSA SecurID@ or other system security features offered by Bank.
Section 3 - Additional Security Procedures for Specific Services. (Unless designated as "optional", the
following security procedures are required in addition to the Standard Security Procedures.)
3.1 Voice Initiated, Non-Repetitive Wires.
3.1.1 Telephone Verification Service: Non-Repetitive Outgoing wire of $~ or more. By
indicating an amount Company has agreed that Bank will make a reasonable attempt to telephone a person(s)
designated by Company on the Bank's most current Setup form, to verify that a voice-initiated, non-repetitive Order
is authorized if it exceeds the amount noted above. If Bank is unable to complete the call the Order will not be
processed. Bank will not telephone to verify a Repetitive Order. A "Repetitive Order" is an Order to Bank to pay a
specified amount of money to a previously designated Beneficiary at a previously designated beneficiary's financial
institution.
3.2 Commercial Electronic Office Portal (CEO @) Wire Transfer Service (or WellsNet Wire Transfer
Service.)
3.2.1 Availability of Self-Administration. If Company requests Self-Administration of Company's
access to the CEO, most of the set-up and administration of Company's access to CEO services
(including the CEO Wire Transfer Service) will be performed by Company's Company
Administrator rather than Bank. Three levels of access authorization are available: Company
Administrator, Administrator and Operator. A "Company Administrator" has access to all
services Company receives through the CEO and is able to set up and administer access for other
Company Administrators, Administrators and Operators for all such services. An "Administrator"
has access to specific CEO services and can set up other Administrators and Operators for such
specific services. "Operators" are authorized to access specific services and functions (for
example, the create/modify function or the verify function for wire transfer requests) within those
services, but they are not authorized to set up or administer access for such services or functions.
TM- 1441 Wire Transfer Security Procedure Agreement
Page 1 of 3
February 21, 2006
3.2.1.1 No Self-Administration. If Company does not have Self-Administration, Company's
designated security administrator will determine Operators and the dollar limits per
transaction and per day assigned to each Operator and will communicate this information
to Bank. Bank will set up the Operators by assigning each a personal ID code.
Company's security administrator will also be responsible for communicating any
changes in Operators or in Operator limits or authorization(s) to Bank. Company will
promptly report to Bank any lost or stolen token cards.
3.2.1.2 Self-Administration. If Company has requested Self-Administration, Bank will assign a
Company ID code and will set up Company's first Company Administrator by assigning
a personal ID code and password to be used when he/she first enters the CEO number.
He/She can then set up additional Company Administrators, Administrators or Operators.
Any Company Administrator: (a) can set up additional Company Administrators,
Administrators and Operators (issuing each a password that will be changed upon first
entry to the CEO) and a personal ID code; (b) can reset passwords for all services; and (c)
shall be required to immediately disable access to the CEO for any Company
Administrator, Administrator or Operator who ceases to be a Company Administrator,
Administrator or Operator. An Administrator can set up additional Administrators and
Operators and reset passwords for the specific service(s) he/she is set up to access. Bank
will not know the password of any Company Administrator, Administrator, or Operator
except the initial password assigned to the first Company Administrator. Bank will give
each Company Administrator and Administrator a token card and a PIN, known only by
them individually and Bank. Self-Administration will also allow a Company
Administrator or an Administrator to initiate a request to Bank to reassign an existing
token card to another Company Administrator, Administrator or Operator.
3.2.1.3 Self-Administration with Dual Control. If Company has requested Self-Administration
with dual control, Bank will assign a Company ID code and will set up Company's first
two Company Administrators by assigning each a personal ID code and password to be
used when each first enters the CEO. All actions that can be performed by a Company
Administrator or an Administrator in Section 3.2.1.2 will require that one Company
Administrator (or Administrator with appropriate function access) initiate the action and
a second Company Administrator (or Administrator with appropriate function access)
approve the action.
3.2.2 Token Cards. Bank will assign a token card to each Operator. The token card generates a random
and unique security code every minute. The code combines with a PIN to provide a unique
password (the "Passcode") every minute. The PIN is set by each Operator individually upon first
logon. The Passcode must be presented with each request to access the Service and is used by
Bank to authenticate the identity of Company and/or the person originating the request. Bank will
verifY each request to access the Service by determining if the Passcode is valid for the associated
personal ID code for the Operator and if the personal ID code used by the person requesting access
is the personal ID code of one of the persons Company has designated in writing as being
authorized such access. Bank has no obligation to confirm in any other way the identity of any
person making such a request.
3.2.3 Non-Repetitive Requests. For domestic and international non-repetitive wire transfer requests,
Operators who create/modifY such requests additionally will be required to use a Password which
is initially provided to the Operator by Bank, or by a Company Administrator or Administrator if
Company has Self-Administration, and is changed by the Operator upon first logon.
3.3 Electronic Commerce/Payment Manager Services. (Check applicable box.)
3.3.1 0 Password - File Transmission (Non-Encrypted). This procedure requires that a unique
eight-digit code separately agreed upon in writing by Company and Bank be presented
with Company's wire file. Company may be required to change the password on a
regular basis.
TM- 1441 Wire Transfer Security Procedure Agreement
Page 2 of 3
February 21, 2006
3.3.2.
rn Secure File Transport (Encrypted). This procedure uses 128-bit SSL (Secure Sockets
Layer) encryption and requires the use of a transmission ID and a customer selected
transmission password. Use of a Bank issued digital certificate is optional.
Section 4 - Additional Provisions
4.1 Separation of Operator Function. Bank strongly recommends that Company separate among Operators
using the Wire Transfer Service the ability to create/modify and to verify wire transfer requests. in order to
reduce Company's risk of suffering a loss resulting from an unauthorized or fraudulent wire transfers
4.2 Additional Actions by Bank. Any actions Bank takes to detect erroneous wire transfer requests, or any
actions Bank takes beyond those described above in an attempt to detect unauthorized requests or
instructions will be taken at Bank's sole discretion. No matter how many times Bank takes these actions
they will not become part of Bank's standard procedures for attempting to detect such erroneous or
unauthorized requests or instructions, and Bank will not in any situation be liable for failing to take or to
correctly perform these actions.
4.3 Protection of Passwords, PINS, etc. It is Company's responsibility to ensure that the ID codes,
passwords, token cards, PINs, and Passcodes are known to, and used only by, persons who have been
properly authorized by Company to use the Wire Transfer Service. Bank, in its sole discretion, may cancel
or reissue any PIN it believes may have been compromised, including, without limitation, a PIN that has
never been acknowledged as having been received and any PIN that has been used by anyone other than the
intended authorized user.
Section 5 - Customer Approvals - Signature(s) as required by certificate of authority on signature card
Company Name as it appears on Company's account
City of pearland
Printed Name of Authorized Signer
Claire Manthei
Printed Name of Authorized Signer
Bill Eisen
Signature
X
Date
"
/'
Sign re 1. \
X t' J:CLL"c; n!(\ti~.t ~ ..'
Date n..
S ~.
--'--~,
/
Section 7 - Bank Approvals
Bank Name RAU/CC/AU
Banker/Officer Name MAC
Banker/Officer Signature Phone Number I Date
X ( )
TM- 1441 Wire Transfer Security Procedure Agreement
Page 3 of 3
February 21, 2006
ACH ORIGINATION SERVICES
SERVICE DESCRIPTION
II
1. Introduction. This Service Description together with the other Service Documentation as
defined in the Master Agreement for Treasury Management Services ("Master Agreement")
between Wells Fargo Bank, N. A. ("Bank"), and the company identified in the signature block of
this Service Description ("Company") govern Bank's ACH Origination Services ("Services") and
Company's ACH security procedure election(s).
2. Description of Services. Bank's Services enable Company to originate automated clearing
house ("ACH") credit and debit entries (each, an "Entry") in accordance with the National
Automated Clearing House Association Operating Rules (the "ACH Rules"). Company shall
maintain one or more deposit account(s) at Bank or Bank's affiliate (each, an "Account"), which
Bank may use to process such Entries. Company will transmit Entries to Bank using a data file
or batch release (each, a "File") through the communications channel(s) to which Bank and
Company separately agree in writing. Bank will verify that Company has authorized, canceled
or amended a File or Entry solely by means of the security procedure(s) Company has elected
in this Service Description (each, the "Security Procedure"). When Bank acts with respect to an
Entry as both the originating depository financial institution ("ODFI") and receiving depository
financial institution ("RDFI"), as ODFI and RDFI are defined by the ACH Rules, the Entry is an
"on-us Entry."
3. Conditions to Provision of Services. As conditions to Bank's provision of the Services,
Company shall (a) comply with the ACH Rules in effect from time to time and any applicable
local ACH rules; (b) maintain Company's Account(s) in good standing; (c) complete Bank's set-
up process for the Services; (d) in the case of Services requiring use of Bank's Commercial
Electronic Office!1) ("CEO!1),,), subscribe to Bank's CEO and (e) comply with such requirements
regarding hardware and software as Bank may from time to time communicate to Company.
Company acknowledges that Entries may not be originated that violate the laws or regulations
of the United States including without limitation the regulations issued by the Office of Foreign
Assets Control. Company acknowledges that Bank has provided Company with a copy of the
ACH Rules as of the date of this Service Description and that Company is responsible for
obtaining and complying with any amendments to the ACH Rules.
4. Preparation of Entries and Files; Processing Schedules. Company shall prepare each File
in accordance with the ACH Rules and Bank's Reference Guide for the Service. Bank will
process each File in accordance with Bank's then current processing schedule and any
instructions regarding the date an Entry is to be settled that Company furnishes with the Entry
provided (a) Bank receives the File by Bank's applicable cutoff time on a Business Day (as
defined in Bank's Commercial Account Agreement) and (b) the ACH is open for business. Files
will be deemed received by Bank when the transmission of the File to Bank is completed and
authenticated in compliance with the Security Procedure. If Bank receives a File after Bank's
applicable cutoff time or on a day when the ACH is not open for business, the File will be treated
as having been received prior to Bank's applicable cutoff time on the next Business Day on
which the ACH is open for business. Any transaction TYPE (debit or credit) or SEC (standard
entry class) as defined in the ACH rules may, at Bank's option, be conditioned upon Bank's prior
approval. Upon notice to Company, Bank may modify the TYPE and SEC of transactions Bank
will process for Company.
ACH Origination Services (TM-1423)
Revised 03-15-07
Page 1 of 6
5. Inconsistency of Name and Number. If an Entry describes a receiver both by name and
identifying number, the RDFI may pay the Entry on the basis of the identifying number, even if
the number identifies a person different from the named receiver. If an Entry describes the
RDFI both by name and identifying number, Bank, a gateway operator or another financial
institution handling the Entry may rely on the identifying number to identify the RDFI, even if the
identifying number refers to an institution other than the named RDFI.
6. Company's Payment Obligations. As of the applicable settlement date, Company shall
maintain available funds in each Account sufficient to cover the credit Entries originated against
that Account. If requested by Bank, Company shall maintain such available funds in the
Account(s) prior to Bank's delivering the Entries to the ACH or gateway operator or Bank's
posting an on-us Entry. If Company fails to comply with such request, Bank may refuse to send
the Entries to the ACH or gateway operator or to post an on-us Entry. Upon notice to Company,
Bank may place a hold on funds in any account at Bank or any affiliate of Bank that Company
owns in whole or in part sufficient to cover Company's credit Entries. Bank may take such other
actions as it deems necessary or appropriate to ensure that Bank receives payment for
Company's credit Entries. Company's obligation to pay Bank for each credit Entry matures at
the time Bank transmits or otherwise delivers the credit Entry to the ACH or gateway operator or
posts an on-us Entry. Bank may debit an Account for credit Entries originated from that Account
on the applicable settlement date or at an earlier time upon notice to Company. Bank may,
where applicable, debit an Account for any correcting or reversing Entry originated by Company.
If there are insufficient funds in the applicable Account to cover such correcting or reversing
Entry, Bank may debit any other account(s) Company owns in whole or in part at Bank or any
affiliate of Bank.
7. Provisional Credit. A credit to Company's Account for an Entry is provisional until Bank
receives final settlement for the Entry. If Bank does not receive final settlement, Bank is entitled
to debit Company's Account or any other accounts Company owns in whole or in part at Bank
or any affiliate of Bank for the amount of the Entry. Company shall pay any shortfall remaining
after such debit to Bank immediately upon demand.
8. Rejected Entries. Bank may reject an Entry or File if Company fails to comply with the terms of
this Service Description. If Bank rejects an Entry or File, Bank will attempt to notify Company
promptly so that Company may cure the defect. Bank's notice of its rejection of an Entry or File
will be effective when given. Bank will have no liability to Company for rejecting an Entry or File,
not giving notice at an earlier time than the time provided for in this Service Description, or any
loss resulting from Bank's failure to provide notice. If Company requests that Bank repair an
Entry or File and Bank endeavors to do so, Bank shall not be liable for Bank's failure to make
the requested repair. Company will pay all charges and expenses Bank incurs in connection
with any repair.
9. Cancellation, Amendment, Reversal. Company has no right to cancel, amend or reverse an
Entry or File after its receipt by Bank. If Company requests that Bank cancel, amend or reverse
an Entry or File, Bank may, at its sole discretion, attempt to honor such request. Bank will have
no liability for its failure to give effect to Company's request. Company will reimburse Bank for
any expenses, losses or damages Bank incurs in effecting or attempting to effect Company's
request.
10. Returned Entries. Bank will have no obligation to re-transmit a returned Entry or File to the
ACH or gateway operator, or to take any further action with respect to a returned on-us Entry, if
Bank complied with the terms of this Service Description with respect to the original Entry or
File. Company shall reimburse Bank for any returned debit Entries on the same day that
Company receives notice of such returned Entry.
ACH Origination Services (TM-1423)
Revised 03-15-07
Page 2 of6
11. Reconstruction of Entries and Files. Company will retain sufficient records to permit it to
reconstruct each Entry and File it delivers to Bank for a period of five (5) Business Days after
the applicable settlement date and will submit the reconstructed Entry or File to Bank upon
request.
12. Audit. Company grants Bank ongoing access to Company's Files and the right to audit
periodically such Files and Company's ACH processes and controls so that Bank can verify
Company's compliance with this Service Description.
13. Bank's Internal Risk Parameters. Bank establishes internal risk parameters to identify out-of-
pattern or suspect transactions and protect Company and Bank from potential losses. These
parameters may include without limitation limits on debit and credit settlements on a single
Business Day and/or over multiple consecutive Business Days. Bank reserves the right to pend
or delete a transaction, batch, or File in forward origination exceeding the applicable parameters
as Bank would if Bank had reason to believe same had not been duly authorized or should not
be honored for Company's or Bank's protection.
14. Company's Agents. Company will certify to Bank the identity of any person Company has
authorized to act as its agent with respect to the Services. Any such person is authorized to,
without limitation, originate, receive, return, adjust, correct, cancel, amend and transmit Entries
and Files on Company's behalf and elect the security procedure used to authenticate
Company's Entries and Files. Bank shall be able to conclusively presume that such agency
continues until Bank receives, and has a reasonable opportunity to act on, written notice to the
contrary. Bank may rely on instructions received from such persons and need not make any
inquiries to confirm that the instructions are within the scope of the agency.
15. Currency Conversion.
15.1. With respect to credit Entries Bank agrees to originate in the currency of a designated
foreign government or intergovernmental organization ("Foreign Currency"), Bank will
convert the amount to be transferred from U.S. dollars (UUSD") to the Foreign Currency
at Bank's sell rate for exchange in effect on the Business Day the Entry is transmitted by
Bank to the ACH or gateway operator. If the financial institution designated to receive
the funds does not pay the receiver specified in the Entry, or if the Entry is subsequently
determined to be erroneous, Bank will not be liable for a sum in excess of the amount of
the original Entry after it has been converted from the Foreign Currency to USD at
Bank's buy rate for exchange at the time the Entry is returned to Bank.
15.2. With respect to debit Entries Bank agrees to originate in a Foreign Currency, Bank will
convert the amount of each Entry from the Foreign Currency to U.S. Dollars at Bank's
buy rate for exchange in effect on the settlement date of the Entry. If the financial
institution designated to receive the Entry subsequently returns it, Bank may charge the
applicable Account (or any other accounts Company owns in whole or in part at Bank or
any affiliate of Bank) for the amount equal to the value of the returned Entry, after Bank
has converted the Foreign Currency to USD at Bank's sell rate for exchange at the time
the Entry is returned to Bank. Bank will not be liable for a sum in excess of the original
amount of the Entry after conversion.
15.3. Bank will not be liable for any failure or delay by a gateway operator, any intermediary
financial institution, or the financial institution designated to receive the Entry in the
designated foreign country in processing or failing to process any Entry Bank transmits
ACH Origination Services (TM-1423)
Revised 03-15-07
Page 3 of 6
to the foreign country, or for acts or omissions by a third party including without limitation
the delay or failure of any third party to process, credit or debit any Entry.
16. Third-Party Sender Activities. If Company is a Third-Party Sender, as defined by the ACH
Rules, this Section shall apply to Company's use of Bank's Services.
16.1. Prior to originating any Entry on behalf of a customer of Company, Company shall (a)
notify Bank in writing of any other financial institution Company is using to originate
transactions as a Third-Party Sender and thereafter notify Bank before Company adds
any new financial institution for this purpose; (b) provide Bank with the information that
Bank determines Bank requires to enable Bank to understand the nature of Company's
customer's business including without limitation the name, Taxpayer Identification
Number, business activity and geographic location of Company's customer; (c) if
specifically required by Bank, obtain Bank's written approval to initiate or continue to
initiate Entries for that customer, which approval Bank may rescind upon written notice
to Company; and (d) enter into a written agreement with that customer whereby that
customer agrees:
16.1.1. to assume the responsibilities of an originator under the ACH Rules and to be
bound by the ACH Rules as in effect from time to time;
16.1.2. entries may not be initiated in violation of the laws or regulations of the United
States including without limitation the regulations issued by the Office of Foreign
Assets Control;
16.1.3. to grant Bank ongoing access to audit it and any ACH file that it has transmitted
to Company for transmission to Bank; and
16.1.4. Bank may at any time refuse to process an entry for that customer.
16.2. Company represents and warrants to Bank that Company (a) has conducted due
diligence with respect to each customer of Company for which Company is originating
transactions through Bank and determined that each such customer is engaged in a
legitimate business and that the type, size and frequency of transactions that each such
customer is originating is normal and expected for the customer's type of business; and
(b) will, in accordance with reasonable commercial standards, monitor each customer's
business and transactions on an ongoing basis and notify Bank immediately if Company
identifies any unusual activity by Company's customer.
17. Perfect NOe Service. If Company subscribes to Bank's Perfect NOC Service, this Section will
apply. Bank maintains a database of Notifications of Change (each, a "NOC") that Bank
receives and uses this database to update Company's Entries in accordance with the Service
options Company selects from time to time. Bank will notify Company of each NOC that Bank
receives in connection with Company's Entries.
18. Warranties. Company acknowledges that under the ACH Rules, Bank makes certain
warranties with respect to each Entry. Company agrees to reimburse Bank for any loss Bank
incurs, including Bank's reasonable attorneys' fees and legal expenses, as the result of a
breach of a warranty made by Bank in connection with any Entry Bank originates upon the
instructions received from Company, except to the extent that the loss resulted from Bank's own
gross negligence or intentional misconduct.
ACH Origination Services (TM-1423)
Revised 03-15-07
Page 4 of 6
19. Indemnification. Company acknowledges that under the ACH Rules, Bank indemnifies certain
persons. Company agrees to reimburse Bank for any loss Bank incurs, including its reasonable
attorneys' fees and legal expenses, as the result of the enforcement of any such indemnity,
except to the extent that the loss resulted solely from Bank's own gross negligence or
intentional misconduct.
20. Termination. In addition to the termination provisions contained in the Master Agreement,
Bank may terminate the Services immediately upon notice to Company if Bank determines in its
sole discretion that: (a) the number of returned debit Entries originated under this Service
Description is excessive; or (b) Company has breached a warranty provided under the ACH
Rules or otherwise failed to comply with the ACH Rules.
21. Survival. Sections 5,6,7,15,16,18,19,20,21 and 22 survive termination of the Services.
22. Description and Election of Security Procedure. The purpose of the Security Procedure is to
verify the authenticity of an Entry or File, not to detect an erroneous or duplicate Entry or File.
Company shall be responsible for any erroneous or duplicate Entry or File issued to Bank in
Company's name.
22.1 Commercially Reasonable. Company has determined that the Security Procedure
Company has elected best meets Company's requirements with regard to the size, type
and frequency of the Entries and Files issued by Company to Bank and that the
Security Procedure is commercially reasonable. Company refuses to have its Entries
and Files verified by any security procedure other than the Security Procedure Company
has elected in this Service Description.
22.2. Binding Instructions. Company agrees to be bound by each Entry and File, or request
to cancel or amend an Entry or File, whether or not authorized by Company, that is
issued in Company's name and accepted by Bank in compliance with the Security
Procedure.
22.3 Confidentiality. Company and Bank will preserve the confidentiality of the Security
Procedure, and any passwords, codes, security devices and related instructions
provided by Bank. If Company becomes aware of a breach, or suspects that a breach
may occur, it will immediately notify Bank in a manner affording Bank a reasonable
opportunity to act on Company's notification.
22.4. Authorized Person(s). Company will promptly notify Bank in writing of the identity of
each person authorized to receive information regarding the Security Procedure (each,
an "Authorized Person") and when a person is no longer an Authorized Person, affording
Bank in each instance a reasonable opportunity to act on Company's notification.
Company will establish and maintain effective internal procedures to safeguard against
unauthorized Entries and Files. Company warrants that no individual will be allowed to
initiate an Entry or File without proper supervision and safeguards.
ACH Origination Services (TM-1423)
Revised 03-15-07
Page 50f6
22.5. Election of Security Procedure. The Security Procedure Company has elected is:
o Secure File Transport Security Procedure - SimIle-Factor Authentication. Secure
File Transport is Bank's suite of secure Internet protocol transmission methods that
meets Bank's minimum security standards for authentication and encryption. Bank will
authenticate each Entry and File transmitted to Bank in Company's name using an
agreed upon 10 password combination or digital certificate.
~ Bank's Internet ACH Service Security Procedure - Two-Factor Authentication.
Bank's Internet ACH Service Security Procedure is an Internet-based method that meets
Bank's minimum security standards for authentication and encryption. Bank will
authenticate each Entry and File released to Bank in Company's name using an agreed
upon 10 password combination and a token card.
o Connect Direct with Secure +. Connect Direct with Secure + is a method that meets
Bank's minimum security standards for authentication and encryption. Secure+ is an
add-on to Connect Direct to enhance security by means of Secure Socket Layer (USSL")
or Transport Layer Security ('TLS"). Bank will authenticate each Entry and File
transmitted to Bank in Company's name using an agreed upon 10 password combination
and a token card. Connect Direct and Secure + are trademarks of Sterling Commerce.
o Security Procedure Elected bv Company's Third Party Service Provider. Company
is utilizing a Third Party Service Provider ("TPSP") as defined in the ACH Rules to
originate Entries and Files on Company's behalf. Bank will authenticate each Entry and
File transmitted to Bank in Company's name in accordance with the security procedure
the Company's TPSP has elected. Company shall notify Bank of any change to
Company's TPSP in a manner affording Bank a reasonable opportunity to act on the
information. Company's TPSP is identified as:
Third Party Service Provider:
Contact Person:
Telephone:
Fax:
o Non-Standard Security Procedure. Company has refused to utilize any of the security
procedures described above and has elected to use the Security Procedure set forth in
Attachment B.
IN WITNESS WHEREOF, Company and Bank agree to and accept this ACH Origination Services
Service Description.
City of Pearl and
("Company")
Wells Fargo Bank, N.A. ("Bank")
By:
,
{ '\
I, ;.
n D/i I l.
By:
Name: Claire Manthei
Name:
Title: Director of Finance
Title:
Date: 5
Date:
ACH Origination Services (TM-1423)
Revised 03-15-07
Page 6 of 6
PERFECT RECEIVABLES SM SERVICE
SERVICE DESCRIPTION
II
1. Introduction. This Service Description together with the other Service Documentation as defined
in the Master Agreement for Treasury Management Services between Wells Fargo Bank, N. A.
("Bank"), and the company identified in the Acceptance of Services ("Company") between Bank and
Company govern Bank's Perfect Receivables Service ("Service").
2. Description of the Service. Bank's Service enables Company to elect options for posting, and to
receive information about, automated clearing house ("ACH") entries and wire transfers (each, a
"Remittance") that Bank posts each Business Day to one or more deposit accounts Company maintains
at Bank or Bank's affiliate (each, an "Account"), all as detailed in the Bank's Reference Guide for the
Service Bank provided to Company prior to commencing the Service..
3. Conditions to Provision of the Service. As condition to Bank's provision of the Service,
Company shall (a) complete Bank's set-up process for the Service; (b) comply with Bank's Reference
Guide for the Service and, with respect to each ACH entry, comply with the then-current National
Automated Clearinghouse Association Operating Rules (the "ACH Rules") and any local ACH rules
applicable to Bank's Service including without limitation Company's obligation to return to Bank each
ACH entry posted erroneously to Company's Account; (c) maintain Company's Account(s) in good
standing; (d) in the case of Service options requiring use of Bank's Commercial Electronic Office
Service ("CEO"), subscribe to Bank's CEO; and (e) comply with such requirements regarding hardware
and software as Bank may from time to time communicate to Company.
4. Bank's Processing of Remittances. Each Business day, Bank will post to Company's Account all
Remittances Bank receives prior to the cut off time Bank separately discloses to Company, other than
Remittances that Bank rejects. Any credit to Company's Account for any Remittance is provisional until
Bank receives final settlement for the Remittance. If Bank does not receive final settlement, Bank is
entitled to charge Company's Account or any other accounts Company owns, in whole or in part, at
Bank or any affiliate of Bank for the amount of the Remittance. Company shall pay any shortfall
remaining after such chargeback to Bank immediately upon demand.
5. Rejected Remittances. Bank may, but will not be obligated to, reject a Remittance: (a) that does
not contain all of the required information specified by Bank; (b) if Bank suspects that Company is not
entitled to the Remmitance; (c) if at the time Bank received the Remittance, Company does not
maintain an Account with Bank or the Service has been terminated; (iv) if at the time Bank received the
Remittance, Bank is not permitted by law to accept credits to any of Company's Accounts; or (v) if
Company is in default under this Service Description or any other Service Documentation.
6. Bank's Reporting to Company. Each Business Day, Bank will provide Company with the
information about Remittances posted to Company's Account(s) through the communications
channel(s),all as Company specifies during the set up process for the Service and from time to time
thereafter.
Perfect Receivables Service (TM-1982)
Revised 9-5-06
Page 1 of 1
STOPS-IMAGES-SEARCH {"SIS") SERVICE DESCRIPTION
This Service Description contains provisions which, in addition to the provisions
contained in the Master Agreement for Treasury Management Services between
Bank and Company (the "Agreement"), will govern the Stops-Images--Search
{"SIS"} Service (the "Service").
1. The Service. Company may, using a computer or a computer and browser
acceptable to Bank, request stop payment orders on checks drawn on
Company's deposit account(s) or Company's account(s) with another financial
institution maintained in connection with the Controlled Disbursement Service (a
"Controlled Disbursement Account") and, where applicable, request photocopies
of checks that have cleared Company's deposit account(s) or Controlled
Disbursement Account(s).
2. Stop Payments.
2.1 Requirements. Bank may pay a check against Company's deposit
account(s) whenever it is presented and without regard to its date. If Company
does not want Bank to pay a check, it must place a stop payment order which is
valid for the period specified when Company opened its deposit account and must
be received within sufficient time for Bank to act.
2.2 Limitations. A stop payment order will be ineffective with respect to (a) a
check deposited to an account at a Wells Fargo Bank if it cannot be charged back
without creating an overdraft in that account, and (b) a check that was cashed by
any Wells Fargo Bank. Company authorizes Bank to accept telephone stop
payment orders from any person who Bank in good faith believes is acting on
Company's behalf. In Texas, Company must confirm an oral stop payment order in
writing.
3. Survival. The provisions of this Service Description designated as Sections 2 and
3 will survive termination of the Service.
TM-1434 Stops-images-Search (515) Service Description-Revised4/20/06
page 1 of 1
II
II
PAYMENT MANAGER SERVICES
PAYMENT MANAGER@ SERVICE and PAYMENT MANAGER
PLUSSM ENHANCED REMITTANCE SERVICE DESCRIPTIONS
1. Description of the Payment ManaQer Services (the "Services"). The Services, one of
which has been separately designated by Company in the Payment Manager Services
Set-up Form delivered to Bank, are generally described as follows:
1.1 Payment ManaQer Service. The Payment Manager Service will enable Company to send
an electronic file with payment instructions and data to Bank. Subject to this Service Description
and the other Service Documentation, Bank will make payments through the ACH (see
Subsection 2.1), by Wire (see Subsection 2.2), or by Check (see Subsection 2.3) in accordance
with Company's payment instructions. The legal relationships, and the related terms and
conditions, between Company and Company's trading partners will be governed by the terms of
the contracts between Company and Company's trading partners and will not be binding on Bank.
1.2 Payment ManaQer Plus Enhanced Remittance Service. In addition to providing
the Payment Manager Service described in Section 1.1 above, Bank will distribute to trading
partners designated by Company ("Company's Trading Partners) data and/or documents
containing related payment remittance information (the "Documents"). Bank shall deliver the
Documents using one or more of the following delivery channels as designated by Company:
general e-mail; facsimile; secure e-mail; data transmission; and/or paper via U.S. mail Bank shall
provide Company with access to the Electronic Document Delivery Service database via the
Commercial Electronic Office@ (CEO@). portal so that Customer can set up and maintain distribution
channels and information for its customers. Prior to commencement of the Service, Company must
have enrolled in the CEO Service.
1.2.1 Security Disclaimer for Facsimile and General E-Mail. By using the facsimile or
general email delivery channels, Company agrees to the following provisions including waiver of
rights and indemnification of Bank in connection with any losses or damages due to any lack of
security of Bank's general email and facsimile delivery systems used in providing the Services. The
provisions of this Subsection 1.2.1 are in addition to, and not in restriction of, and notwithstanding,
any other provision contained in the Agreement or other Service Documentation.
1.2.1.1 Delivery of Files by the Bank. Until Bank receives notice to the contrary,
Documents sent to Company's Trading Partners shall conclusively be deemed to be delivered and
received by Company's Trading Partners at the time of their transmission. The Bank will make no
effort to confirm that Company's Trading Partner has received a Document sent under this Service
Description. It is the responsibility of Company to notify Bank that any Document has not been
received.
1.2.1.2 Liability. Any act or omission by Bank that is based upon information or
data furnished by Company in connection with the Service will be at the sole risk of Company and
Bank shall not bear any liability therefor. Bank is not liable for any corruption or loss of the data
contained on a Document after the Document has left Bank's facilities. If a Document is lost,
destroyed, or damaged by Bank, Bank's sole obligation will be to attempt to recover a prior version
of the Document from back-up media, if any, maintained by Bank. If for any reason Bank is unable
TM-1428 Payment Manager Services Description
Revised 2105
page 1 of 7
to restore the Company's Document from back-up media, Bank will attempt to restore the files
using data furnished by Company, in which event Bank shall have no responsibility for the
accuracy or completeness of such data provided by Company.
1.2.1.3 Record Retention. Bank and Company each agree to retain copies of all
Files sent and received for a period of thirty (30) days from the original transmission of any such
File. Bank agrees to retain copies of Documents distributed for a period of 120 days from original
distribution.
1.2.1.4 Suspension of Service. In the event of any security breach or other
emergency with respect to providing the Service, Bank may suspend the Service effective
immediately until such breach or emergency has been remedied.
2. Transmission of Payments and Related Information. The following provisions apply
when Company uses the Services to (i) transmit an entry through an automated clearing
house (the "ACH"), (ii) issue a payment order to be sent by wire transfer (a "Wire"), or (iii)
issue a check drawn by Bank on Company's Account (a "Check"), as applicable, as part of
the Service.
2.1. ACH Transactions. The provIsions of Bank's ACH Services Description, or if
separately entered into by Company and Bank, Bank's Agreement for ACH Services, and any
related Security Procedure Agreement between Company and Bank applicable to such ACH
Services, will in accordance with their terms govern each domestic and international ACH
transaction. Company acknowledges that international low value payments initiated through the
Services may be credited on or after the stated Value Date (see Subsection 3.1). Bank will have
no liability in the event a low value payment is not credited to the receiver's account until after the
stated Value Date.
2.2. Wire Transactions. The provisions of Bank's Wire Transfer Services Description, or
if separately entered into by Company and Bank, the applicable agreement(s) for wire transfer
services, and any security procedure agreement between Company and Bank applicable to such
Wire Services, will in accordance with their terms govern each domestic Wire transaction In
addition, the following provisions will apply to each international Wire transaction:
2.2.1. Description. Company may request (each a 'Transfer Request"), that
Bank transfer U.S. Dollars or Foreign Currency for Company (each a ''Transfer'') into (i) Company's
accounts with other banks or (ii) third party accounts with other banks. The amount of each
Transfer will be paid through a Payment By Account Debit (as defined below) unless Company has
requested, and Bank has approved, payment through a payment by Wire.
2.2.2. Information Reauired for Transfer Reauests. Bank will not be obligated to
make any requested Transfer if there is any discrepancy between the information provided by
Company in the Transfer Request and other information available to Bank concerning the Transfer
Request or matters relating to the Transfer Request.
2.2.3. Funds Transfer Svstem. Bank will determine the funds transfer system to
be used when Bank makes each Transfer and the means by which each Transfer will be made.
2.2.4. Makino and Pavino for Transfers: Coveraae bv Foreian Exchanoe Line.
Company understands and agrees that if Company has been granted a Foreign Exchange Line
(see Subsection 3.1.) with sufficient availability to fully cover the amount of a Transfer at the time it
is to be made, Bank will make the Transfer upon receipt of the Transfer Request for the Transfer
and, in the case of Payment By Account Debit, Bank will debit the Designated Company Account
for the amount of the Transfer on the Value Date. If any overdraft is created in the Account or any
other account of Company at Bank, or a bank affiliate of Bank, as a result of a debit for the amount
TM-1428 Payment Manager Services Description
Revised 2/05
page 2 of 7
of a Transfer, Company agrees to pay the amount of the overdraft to Bank, or its affiliate, on
demand in immediately available funds without setoff or counterclaim.
2.2.5. Makino and Payina for Transfers. No Coveraae by Foreion Exchanae Line.
Company understands and agrees that if Company has not been granted a Foreign Exchange Line
or if there is not sufficient availability under a Foreign Exchange Line granted to Company to fully
cover the amount of a Transfer at the time it is to be made, Bank will make the Transfer only if, in
the case of Payment By Account Debit, there are sufficient immediately available funds in the
Account to fully cover the amount of the Transfer at the time it is made, and Bank will debit the
Account for the amount of the Transfer when the Transfer is made. If any overdraft is created in
the Account, or any other account of Company at Bank, or a bank affiliate of Bank, as a result of a
debit for the amount of a Transfer, Company agrees to pay the amount of the overdraft to Bank, or
its affiliate, on demand in immediately available funds without setoff or counterclaim.
2.2.6. Bank's Riaht to Reimbursement for Transfers. Company agrees that it will
be liable for, and that Bank may debit the Account, or if it does not then contain sufficient
immediately available funds, any other account of Company at Bank, or a bank affiliate of Bank,
for, or exercise any other right that Bank may have to obtain reimbursement for, any amount paid
by Bank in connection with a Transfer.
2.2.7. Reliance on ldentifyina Bank Number and Account Numbers Provided by
Company. Company understands that if a Transfer Request describes the person to receive
payment inconsistently by name and account number (i) payment may be made on the basis of the
account number even if the account number identifies a person different from the named person or
(ii) Bank may in its sole discretion refuse to accept or may return the Transfer Request. If a
Transfer Request describes a participating financial institution inconsistently by name and
identification number, the identification number may be relied upon as the proper identification of
the financial institution. If a Transfer Request identifies a nonexistent or unidentifiable person or
account as the beneficiary or beneficiary's account, a participating financial institution may in its
sole discretion refuse to accept or may return the Transfer Request.
2.3. Check Transactions. The following provisions will apply to each Check issued:
2.3.1. Commercial Account Aareement. All Checks issued will be subject to the
terms and conditions set forth in Bank's (or if applicable, Bank's affiliates') Commercial Account
Agreement applicable to the Account.
2.3.2. Check Information. For each Check, Company will provide Bank with the
amount for which the Check is to be issued, the payee's name, the payee's mailing address, the
number to be assigned to the Check, and the date of the Check (each of which are individually
referred to as a "Data Field" and collectively referred to as "Check Information").
2.3.3. Files. Files containing Check Information entries ("Files") will be provided
to Bank on media approved of by Bank and will be presented in a computer readable form that
conforms to such format requirements as may from time to time be specified by Bank. Bank will
attempt to notify Company of any entry that rejects by calling Company at the most recent phone
number Bank has for Company in its records for this Service.
2.3.4. Submission and Processina of Files. Customer may deliver Files to Bank,
and Bank will acknowledge receipt of Files, twenty-four hours a day, seven day a week. Payments
will be originated by Bank only on days which are Business Days. For purposes of payment
origination, Bank has established an earlier and a later cutoff time for receipt of Files on each
Business Day. Files that are received by Bank prior to the earlier cutoff time separately disclosed to
Company from time to time will be printed and mailed on the Business Day received if same day
check processing has been selected. Files that are received by Bank prior to the later cutoff time
separately disclosed to Company from time to time will be printed on the Business Day received
and mailed on the next Business Day. Files received after the later cutoff time will be considered
received on the next Business Day.
TM-1428 Payment Manager Services Description
Revised 2/05
page 3 of 7
2.3.5. File Edits. Bank will conduct an edit of each File that it has agreed to
receive. The purpose of this edit is to confirm that the format of the File conforms to the format
requirements initially agreed to by Bank and Company as modified by mutual agreement from time
to time. The edit will not detect erroneous or missing information.
2.3.6. Incomplete Files: Files Containina Errors. If a File is missing any Data
Field for any Check described in the File (other than a Data Field for which the parties have agreed
to a default condition), or if Bank has identified any other error that prevents it from being able to
process the File, Bank may reject the entire File. In that event, Bank will produce an error report
and communicate its contents to Company by calling the number specified in the Payment
Manager Services Set-up Form or otherwise in writing from time to time by Company. It will be the
obligation of Company to resolve errors identified, and to resubmit the entire File for processing by
Bank.
2.3.7. Preparation of Checks. After receipt of a File and, if applicable,
confirmation by the Bank, Bank's check printer will proceed to print the Checks identified in the File.
Company authorizes Bank to supply a drawer's signature on behalf of Company on each Check.
Provided Company has adhered to the applicable cutoff times, Bank's check printer will make a
reasonable effort to print all Checks on the day specified in Paragraph 2.3.4. In signing the Checks,
Bank is acting solely as a representative of Company and is not acting in a personal capacity.
Bank's obligations with respect to each Check will be limited to that of a drawee under applicable
law, as modified by the terms of the deposit account agreement applicable to the Account.
2.3.8. Issuance or Deliverv of Checks. Company may instruct Bank to either
mail the Checks to the designated payees or to deliver the Checks to Company. If Company has
instructed Bank to mail the Checks to the designated payees, Bank's check printer will make a
reasonable effort to mail Checks on the day specified in Paragraph 2.3.4. If Company has
instructed Bank to deliver the Checks to Company, Bank will make a reasonable effort to send the
Checks to Company via overnight courier on the Business Day after-the Checks are printed.
Company will pay the cost of the overnight courier in accordance with the instructions separately
provided to Company by Bank from time to time.
2.3.9. Positive Pay. If Company utilizes Bank's Positive Pay Service, Company
may request Bank to either (i) update Company's File of issued and outstanding Checks
maintained with Bank (the "Positive Pay File") to reflect the Checks identified in the File, or (ii)
provide Company with the information regarding the Checks identified in the File that will enable
Company to update the Positive Pay File. If Company requests Bank to update the Positive Pay
File, it will be updated on the Business Day that the Checks are printed.
2.3.10. OFAC Compliance. Bank will filter all Checks to ensure that no payment is
made to an individual, entity, or government under Office of Foreign Assets Control ("OFAC")
sanction. Bank will suspend transactions identified as OFAC matches, pending investigation. If
the match is a false positive, the transaction will be released and processed. If the match is
legitimate, the transaction will be cancelled and Company will be notified.
3. International Payments. The following provisions apply when Company uses a Service
to make international payments in U.S. Dollars or in currencies other than Dollars (each a
"Foreign Currency") (i) through the ACH, or (ii) by Wire, as part of the Service. "Transfer"
and "Transfer Request" as used below include transfers originated by either ACH or Wire.
3.1. Value Date/Foreian Exchanae Line. As used in this Service Description, the terms
(i) "Value Date" means the date on which the receiver in an international ACH transaction or the
beneficiary in an international Wire transaction should receive the payment in normal
TM-1428 Payment Manager Services Description
Revised 2/05
page 4 of 7
circumstances, and (ii) "Foreign Exchange Line" means a line of credit granted by Bank to
Company, used in connection with the Service to fund the Account.
3.2. Exchanae Rates for Transfers. If a Transfer is made in a Foreign Currency, the
amount to be debited to Company's account with Bank will be the amount of the Foreign Currency
converted to U.S. Dollars at a foreign exchange rate (each an "Exchange Rate") determined by
Bank, or as otherwise arranged between Company and Bank. Unless specifically arranged
otherwise between Company and Bank, the Exchange Rate applicable to a Transfer will be the
Exchange Rate in effect at the time Bank makes the Transfer. Exchange Rates will be updated by
Bank from time to time.
3.3. Credits for Transfers Which Are Not Accepted. If a Transfer is not completed
because the Transfer was not accepted by the beneficiary of the Transfer or the beneficiary's bank
or any intermediary bank or for any other reason, Company understands that Bank will not be
liable to return to Company any amounts in excess of the amount of the Transfer, less any charges
or expenses incurred by Bank with respect to such return. If the Transfer is in a Foreign Currency,
the amount returned to Company will be the amount of such Transfer, less the charges or
expenses incurred by Bank with respect to such return, after the Transfer has been converted from
the Foreign Currency in which it is denominated to U.S. Dollars at Bank's buying rate of exchange
at the time Bank learns that the Transfer was not completed.
3.4. Deadlines for Receivina Transfer Reauests. Transfer Requests must be received
by Bank before the deadlines disclosed to Company from time to time in writing.
3.5. Unacceptable Transfer Reauests. A Transfer Request may not be accepted by
Bank or the making of a Transfer may be delayed if the making of the Transfer would (i) if the
Transfer is to be paid by Bank debiting the Account (a "Payment By Account Debit"), exceed the
amount of available funds in the Account to be debited for the making of the Transfer on the day
the Account is to be debited for such Transfer, (ii) require Bank to use a bank not acceptable to
Bank, (iii) cause Bank to violate any applicable laws or regulations, or (iv) cause Bank to exceed
any limitation on its intra-day net funds position established in accordance with Federal Reserve or
other regulatory guidelines or violate any other Federal Reserve or other regulatory risk control
program. If Bank does not accept a Transfer Request or must delay making a Transfer, Bank will
attempt to notify Company promptly by telephone or agreed upon electronic message format.
3.6. Confirmations. If a Transfer is to be paid through a Payment By Account Debit,
Bank will confirm, by an entry on Company's statement for the Account, the making of each
Transfer by Bank pursuant to a Transfer Request. If a Foreign Transfer is not to be paid through a
Payment By Account Debit, Bank may, in its sole discretion, but without in any way being obligated
to do so, confirm by a written or electronic advice to Company the issuance of a Transfer.
Company will notify Bank of any erroneous or unauthorized making of a Transfer as soon as
Company learns of it, but in no case later than fourteen (14) calendar days after Company receives
the first (or only) notice from Bank of the making of the Transfer; provided, however, that if
Company does not receive a notice or an advice of the issuance of a the making of a Transfer,
Company will notify Bank not later than ninety (90) calendar days after the Transfer was made if
such Transfer was erroneous or unauthorized. If Bank suffers a loss due to an erroneous Transfer
because Company failed to notify Bank as provided in the preceding sentence, Company agrees to
reimburse Bank promptly for the loss.
3.7. Cancellations and Amendments of Transfer Reauests. The provisions of this
Services Description applicable to Transfer Requests will also apply to requests for cancellations of
Transfer Requests. To amend a Transfer Request, the Request must be cancelled and then a new
Transfer Request sent to Bank as provided in this Services Description. After Bank has executed a
Transfer Request, Bank may at the request of Company, but will not be obligated to, attempt to
cancel the Transfer.
3.8. Attempts to Restrict Acceptance of Transfer Reauests. Instructions attempting to
restrict Bank's acceptance of Transfer Requests may only be made in a writing, sent to Bank by
TM-1428 Payment Manager Services Description
Revised 2/05
page 5 of 7
facsimile transmission, mail or personal delivery, which is signed by (i) one or more persons
authorized by Company's resolutions or certifications of authority to restrict Bank's acceptance of
Transfer Requests or (ii) if Transfers are to be paid through a Payment By Account Debit, at least
one of the persons authorized to withdraw funds by check from such account on the account
documentation for such account. Such instructions will only be effective with respect to Transfer
Requests received by Bank on the first Banking Day after Bank receives such instructions.
3.9. Limitation of Liabilitv and Indemnification. In addition to and not in restriction of,
and notwithstanding, any other provision contained in the Agreement or other Service
Documentation, Bank will not be responsible for any material losses arising out of, or in any way
connected with requests for cancellations of Transfer Requests, and/or Bank's performance of, or
failure to perform, the Service except to the extent that such losses directly result from Bank's
negligence or intentional misconduct in performing the Service. In addition to the above provisions,
and not in substitution for such provisions, Bank will have no liability in connection with any
receiver's, beneficiary bank's or intermediary bank's decision to accept or not accept any ACH
transaction or Transfer, and in no event will Bank be liable for the insolvency, neglect, misconduct,
mistake or defalcation of a any receiver's, beneficiary bank's or intermediary bank's in connection
with an ACH transaction or a Transfer.
4. Account. Company will maintain one or more deposit accounts with Bank, which (i) with
respect to ACH transactions, will be identified as provided in the ACH documentation
referred to in Subsection 2.1, (ii) with respect to domestic Wire transactions, will be
identified in the Wire documentation referred to in Subsection 2.2, and with respect to
international Wire transactions, will be identified in the Payment Manager Services Set-up
Form, (iii) with respect to Checks, will be identified in the Payment Manager Services Set-
up Form, or in the Service Documentation applicable to Bank's Controlled Disbursement
Service if Company has elected to receive Controlled Disbursement Services from Bank
or a Bank affiliate, or with respect to any of the foregoing, as otherwise designated in
writing from time to time (the "Account").
5. Identifv Authorized Persons. Any person identified by Company in the Payment
Manager Services Set-up Form or any certification, notice or other communication
delivered to Bank may receive information, communications and notices regarding the
Services, and is authorized to transact all business, make all agreements and sign and
deliver all documents in connection with the Services. If the identity of such a person
changes Company will promptly notify Bank in writing. Bank will have a reasonable time
after receipt of a certification, notice or other communication to act on it.
6. AQents.
6.1. Company's Use of Aqents. If Company elects to use an agent with respect
to the Services, Company, and not Bank, will be solely responsible for the acts and
omissions of Company's agent, and its agent will, without limitation, be authorized to
initiate, originate, receive, return, adjust, correct, cancel, amend and transmit ACH
transactions, Wire transfers, instructions to issue Checks, and related information and
instructions and select any related security procedure(s). Company agrees that any
security procedure selected by its agent will be treated as commercially reasonable for all
purposes. Bank may rely on instructions it receives from Company's agent and need not
make any inquiries to verify or confirm that instructions are within the scope of the agency.
6.2. Company Aqents: Identity and Chanqes. Company will certify each agent's
identity and any changes to Bank in writing. Bank will be fully protected in relying on each
certificate and on the obligation of Company to promptly certify any change in the agents
TM-1428 Payment Manager Services Description
Revised 2/05
page 6 of 7
so certified. Bank will have a reasonable time after receipt of a certification or change to
act on it.
6.3. Bank's Use of Aqents. Bank may at any time use agents and/or
independent contractors to provide all or any portion of the Services, and will be solely
responsible for the acts and omissions of those agents and independent contractors.
However, Bank will not be deemed to be the agent of, nor responsible for the acts or
omissions of any other person, including without limitation any Federal Reserve Bank, any
of Bank's foreign correspondent banks, collecting or depository bank, payee or endorsee,
ACH or Wire transmission or communications facility, any receiver or receiving depository
financial institution or gateway operator (including, without limitation, the return of any
funds), and no such person will be deemed Bank's agent.
7. Data Backup Reauirements. Company agrees to implement, on a periodic basis not less
than weekly, reasonable data backup-measures. In the event of any failure of the
software, hardware or other equipment, Company will deliver to Bank all data which it
would otherwise have provided that is necessary for Bank to perform Bank's obligations in
connection with the Services.
8. Survival. The portions of this Service Description designated 1.2.1, 2.2.4., 2.2.5., 2.2.6.,
3.2., 3.3., 3.9. and 8 will survive termination of the Services.
9. Terminoloav. Unless specifically defined in this Service Description, terms used in this
Service Description have the meanings, if any, provided in the Master Agreement for
Treasury Management Services between Bank and Company (referred to in this Service
Description as the "Agreement") and the other Service Documentation (including, without
limitation, that referenced in Subsections 2.1. and 2.2., paragraph 2.3.10., and Section 4),
as amended from time to time.
TM-1428 Payment Manager Services Description
Revised 2/05
page 7 of 7
II
RECEIVABLES MANAGER SERVICE DESCRIPTION
1. The Receivables Manager Service ( the"Service").
1.1. Description. The Service will enable Company to send and receive Remittance Information (as
defined below) and related data through various channels including paper advices, E*Fax,
Electronic Data File, and the Commercial Electronic Office@ (CEO@) internet business portal in a
format compatible with its accounts receivable system, and subject to the provisions in Section 2. If
Company elects, Bank will consolidate all Remittance Information into a single transmission to
enable Company to update Company's accounts receivable system, whether Company requires an
ANSI or proprietary format. Bank can also send Remittance Information in several transmissions
throughout the day depending on the payment type chosen.
1.1.1. Internet Bill Pay Feature of the Service. The Internet Bill Pay feature of the Service will enable
Company to have its consumer Bill Payments, including those made through Internet bill payment
and consumer credit counseling services, received and processed by Bank and credited to
Company's Account (see Section 3). Bank will transmit to Company's accounts receivable system
electronic Remittance Information consolidated from various consumer bill payment service
providers. Bank will gather this Remittance Information from certain electronic networks
("Networks") with which Bank has agreements ("Networks Agreements") providing for receivables
manager services, including the routing of remittance data, funds settlement and related services.
Bank provides the Service in accordance with the provisions in Section 2 and subject to the
Networks' rules and procedures and the Networks Agreements (collectively, the "Networks
Documentation"). The Service will screen for proper formats to assist in eliminating "unidentified"
payments. Debt management proposals may be received electronically when Bill Payments from
consumer credit counseling services are received electronically Company is responsible for
researching Internet Bill Pay feature items and returning them through the Bill Pay Receiveables
Service using the CEO internet business portal.
1.2. Instructionsllnformation Sent or Received. Company is solely responsible for implementing any
programs and procedures it determines are necessary or appropriate to ensure the integrity, validity
and accuracy of instructions sent and information received through the Service. Bank has no
responsibility for reviewing the content of any instructions or information sent or received through
the Service. Bank makes no representation regarding the validity or legal enforceability of any
contract that is formed, or attempted to be formed, through the use of the Service. Company, and
not Bank, is responsible for determining the legal effect of any instructions or information sent or
received through the Service. Bank may reformat Company's instructions to the extent that Bank
determines such action to be necessary or appropriate in order to execute them. Bank will not send
an acknowledgment that instructions or other information has been received by Bank to Company
unless Bank has otherwise agreed to do so in writing. Nothing contained in any instructions or
information sent or received through the Service will be considered confidential, except to the
extent specifically identified and expressly agreed to in a separate writing signed by Bank and
Company.
2. Receipt of Payments and Related Information. The following provisions apply when Bank receives
remittances and related information as part of the Receivables Manager Service.
Receivables Manager Service Description TM-1427
(Revised 7(06)
Page 1 of 6
2.1. Definitions. As used in this Service Description, the following terms have the definitions set forth
below:
Account means each of Company's deposit accounts maintained at Bank and approved by
Bank for use with the Receivables Manager Service.
Bill Payment means a bill payment from a Customer to Company effected through the
Receivables Manager Service.
Customer means an individual or entity that sends a Bill Payment to Company pursuant to an
agreement with a Customer Financial Institution.
Customer Financial Institution means a financial institution that provides bill payment
services to a Customer and utilizes either the VISA ePay Service, MasterCard RPPS or other
remittance processing service supported through the Receivables Manager Services.
E*Fax_means the Bank's automated fax service.
Electronic Data File. means a collection of data or information created and stored in an
electronic format
Returned Item. means a payment that cannot be posted or a Bill Payment that Company
returns in accordance with this Service Description.
Remittance Information means the information Bank provides to Company concerning Bill
Payments that Bank receives that are directed to Company. Remittance Information will be
provided in the manner and format, described in the Receivables ManagerService Set-up Form or
as otherwise specified by Bank in writing from time to time.
Settlement Date means the date on which an exchange of funds in settlement of a Bill
Payment occurs.
A Third Party Service Provider is a third party that provides remittance processing services
in support of the Receivables Manager Service. Such service providers may include, but may not
be limited to, MasterCard International, Incorporated.
2.2. Transmission of Remittance Information And Other Data. Each Business Day, no later than the
cutoff time specified by Bank in writing from time to time, Bank will provide Company Remittance
Information regarding Bill Payments directed to it, provided Company can be identified by Bank as
the intended recipient.
2.3. Receipt of Receivables Manaqer Bill Payments: Credits to the Account. The Account will be
credited for each Bill Payment received by Bank that is directed to Company, provided such
payment is not rejected as provided in Subsection 2.4. If the Settlement Date is a Busiiness Day,
the Account will be credited on that day, otherwise the Account will be credited on the next
Busiiness Day following the Settlement Date. Any credit to the Account is provisional until Bank
receives final settlement or payment for that credit. Consequently, if settlement or payment is not
received in connection with a Bill Payment that Bank has credited to the Account, Bank is entitled to
reverse the credit given and Company will repay upon demand any funds withdrawn.
Notwithstanding anything in this subsection to the contrary, if Bank concludes or suspects that
Company is not entitled to a Bill Payment that has been directed to it, Bank may, to the extent not
prohibited under applicable law, either (i) delay crediting the Account for the Bill Payment, (ii) delay
the availability of funds credited to the Account for the Bill Payment, or (iii) place a hold on funds in
the amount of the Bill Payment maintained in the Account or any other account Company maintains
with Bank or a Bank affiliate.
2.4. Reiection of Bill Payments. Bank may, but will not be obligated to, reject a Bill Payment: (i) that
does not contain all of the required information specified by Bank; (ii) if Bank suspects that
Company is not entitled to the Bill Payment; (iii) if at the time of receipt Company does not maintain
Receivables Manager Service Description TM.1427
(Revised 7/06)
Page 2 of 6
an Account with Bank; (iv) if at the time of receipt Bank is not permitted by law to accept credits to
any of Company's accounts; or (v) if Company is in default under this Service Description or the
other Service Documentation. Bank will reject any Bill Payment or Remittance Information directed
to Company received after the Receivables Manager Service has been terminated.
2.5. Company Responsibilities.
2.5.1. Biller Address. Company will provide Bank with an address to which bill payments are to
be sent. Bank may provide this address information to third party service providers. Company will
provide Bank with at least sixty (60) days' prior written notice of any change in the address to which
Bill Payments are to be sent.
2.5.2. No Discrimination. Company will not discriminate in any way against or discourage any
Customer who elects to make a payment through the Receivables Manager Service. For example,
Company may not increase the purchase price of any good or service, or assess any special
charge, with respect to a Customer who elects to make payment through the Receivables Manager
Service rather than through cash or check.
2.5.3. Processinq and Postinq of Bill Payments to Customer Accounts. Company will process
and post to the account of its Customer each Bill Payment received through the Receivables
Manager Service in accordance with its then current applicable billing policies and this Subsection
2.5. Each Bill Payment will be credited to Customer's account no later than the close of business of
the next Business Day next following the payment's Settlement Date. In the event that Company is
unable to process and post the Bill Payment within the time period prescribed in this Paragraph
2.5.3. and it is postable in accordance with Company's then current applicable billing policies,
Company will treat the Bill Payment as if it had posted it to Customer's account in accordance with
this Subsection 2.5. Company's obligations as provided in this Subsection 2.5. are unaffected by
any delay that may have occurred in the crediting of the Account, the availability of funds credited to
the Account, or Bank's exercise of any of its rights as provided in this Service Description or the
other Service Documentation.
2.5.3.1. Consumer Notification. Within twelve (12) months of the date on which the Receivables
Manager Service commences, Company will communicate to its customers that it is accepting
electronic payments.
2.5.4. Returned Items. Company must return to Bank any Bill Payment that cannot be posted
to a Customer's account within two (2) Business Days of the applicable settlement date. Company
will comply with the procedure for returning items through the CEO internet business portal Bill Pay
Receivables Service. Bank is authorized to act on any Returned Item or any instruction to effect a
Returned Item received in the name of Company
2.5.5. Dispute Resolution. If a payment cannot be posted to Company's records, Company,
within five (5) Business Days of being contacted by the Bank, will determine the source of the error
and communicate it to Bank. Company must correct any error within one (1) Business Day of
discovery. Resolution of such errors may require Company to remit payment to the proper payee or
return funds to the sender.
2.5.6. Information Requests. Company will upon request provide research on a payment in
question and respond back within five (5) Business Days of being contacted by Bank, including
without limitation, that pertaining to: (i) resolving disputes, (ii) tracing or processing inquiries about
Bill Payments, (iii) complying with applicable law, or (iv) determining Company's creditworthiness or
liability as provided in this Service Description.
2.6. Adiustments. Bill Payments cannot be canceled or amended by Customer or Customer Financial
Institution, unless permitted under the operating rules and regulations of the applicable third party
service provider. Unless Customer has been previously reimbursed by Company, Company will
Receivables Manager Service Description TM-1427
(Revised 7/06)
Page 3 of 6
repay to Bank any amounts improperly or erroneously credited to the Account, including without
limitation any credits that reflect duplicative Bill Payments. Company will also promptly payor
repay to Bank any other sums (including sums in excess of the amount of the related Bill
Payment(s)) that Bank is required to payor refund to a Customer Financial Institution or Customer
pursuant to the rules applicable to the Receivables Manager Service (including the rules of any
third party service provider utilized in connection with the Service, to which Bank is subject, or by
any other applicable law, rule or regulation). In the event Bank determines that an amount has
been improperly or erroneously credited to the Account or if Bank concludes that it is required to
payor refund to a Customer Financial Institution or Customer as provided in this Subsection 2.6., to
satisfy Company's obligation to Bank arising under this Service Description, Bank may (i) reduce
any subsequent payment(s) Bank owes to Company under this Service Description or the other
Service Documentation and/or (ii) debit any account Company maintains with Bank or a Bank
affiliate. If Bank elects not to exercise any of its rights under this Subsection 2.6., or if atter
exercising any or all of its rights under this Service Description, Company's obligation to Bank is not
fully satisfied, Company will pay the amount of any remaining unsatisfied obligation to Bank within
five (5) Business Days of receiving written demand.
2.7. Riqht Of Set-Off: Net Settlement: Hold Bank Balances. Bank may set-off, withdraw, retain or hold
for a reasonable time, to the extent permitted under applicable law, any funds received as a result
of a Bill Payment directed to Company, or any funds in any account Company maintains with Bank
or an affiliate of Bank, and/or Bank may reduce any subsequent payment(s) owed Company under
this Service Description or the other Service Documentation, that Bank deems necessary because
of any adjustment, error, termination of the Service, fees owed, any acts or omissions in breach of
this Service Description or the other Service Documentation by Company, or any other obligation
arising under this Service Description or the other Service Documentation.
2.8. Representations and Warranties. Company represents and warrants to Bank, any third party
service provider and each Customer Financial Institution (which representations and warranties will
be deemed to be continuing and reaffirmed upon each Bill Payment Bank receives for Company's
credit) that
all information provided and statements made by Company in connection with Bank's approval
of Company's participation in the Receivables Manager Service were accurate and complete in
all material respects at the time they were made;
each bill Company sends to a Customer with respect to which a Bill Payment is received will,
at the time the bill is sent, be in the correct amount of a valid and enforceable obligation of
Customer that is due and owing to Company;
Company will process and post to Customer's account each Bill Payment received in
accordance with the requirements of this Service Description; and
all information provided and statements made by Company in connection with (i) its use of the
Receivables Manager Service, including without limitation any address to which Bill Payments are
to be sent, (ii) a Corrective Message and (iii) a Returned Item, will be accurate and complete in all
material respects at the time they were made.
2.9. Third Party Beneficiaries. For purposes of the warranties in Subsection 2.8. of this Service
Description and the Indemnification in Section 11 of the Agreement, any third party service
provider, each Customer Financial Institution, and their respective directors, officers, employees
and agents will be deemed to be third party beneficiaries.
2.10. No Liability of Third Party Service Provider or Customer Financial Institution. Notwithstanding
anything in this Service Description to the contrary, neither any third party service provider nor any
Customer Financial Institution will have any liability or responsibility to Company under this Service
Description or otherwise for any loss, injury or damage arising out of, resulting from, or in
connection with the Receivables Manager Service.
Receivables Manager Service Description TM-1427
(Revised 7/06)
Page 4 of 6
2.11. Authorization To Obtain Information. Company authorizes Bank to obtain and review Company's
credit report or other information about it from an authorized credit bureau or from any other person.
2.12. Record-Keepinq Obliqations. Company will maintain records reflecting the transaction(s) giving rise
to each Bill Payment for a period of at least two (2) years from the date of the transaction. Such
records will be made available to assist in the resolution of any Customer disputes that may arise in
connection with the Bill Payment. Bank will maintain records evidencing the Bill Payment for a
period of at least two (2) years from the date of the transaction. In the event of any inconsistency
between Company's and Bank's records, Bank's records will be deemed to control.
2.13. Confidentialitv Of Customer Information. All information concerning the affairs and the accounts of
Customers that come into Bank's possession through the Receivables Manager Service will be
treated in the same confidential manner as is information relating to the accounts of Bank's
depositors.
2.14. Riqhts of Third Partv Service Provider to Terminate or Limit Its Relationship with Bank. Company
acknowledges the right of any third party service provider used in connection with the Receivables
Manager Service to terminate or limit its agreement with Bank. Upon termination, if termination
thereafter prevents or restricts Bank's ability to provide the Service to Company, Bank may upon
prior written notice terminate the Service, effective with the termination of the agreement between
Bank and such third party service provider.
3. Account. Company will maintain at least one deposit account with Bank, which will be
identified in the Receivables Manager Set-up Form or otherwise in writing by Company and
approved by Bank from time to time (the "Account").
4. Identify Authorized Persons. Any person identified by Company in the Receivables Manager
Service Set-up Form or any certification, notice or other communication delivered to Bank may
receive information, communications and notices regarding the Service, and is authorized to
transact all business, make all agreements and sign and deliver all documents in connection
with the Service. If the identity of such a person changes Company will promptly notify Bank in
writing. Bank will have a reasonable time after receipt of a certification, notice or other
communication to act on it.
5. Agents.
5.1. Company. If Company elects to use an agent with respect to the Service, Company, and
not Bank, will be solely responsible for the acts and omissions of Company's agent, and its
agent will, without limitation, be authorized to initiate, originate, receive, return, adjust,
correct, cancel, amend and transmit ACH transactions, wire transfers, Remittance
Information and related information and instructions and select any related security
procedure. Company agrees that any security procedure selected by its agent will be
treated as commercially reasonable for all purposes. Bank may rely on instructions it
receives from Company's agent and need not make any inquiries to verify or confirm that
instructions are within the scope of the agency. Company will certify each agent's identity
and any changes to Bank in writing. Bank will be fully protected in relying on each
certificate and on the obligation of Company to promptly certify any change in the agents
so certified. Bank will have a reasonable time after receipt of a certification or change to
act on it.
5.2. Bank. Bank may at any time use agents and/or independent contractors to provide all or
any portion of the Service, and will be solely responsible for the acts and omissions of
those agents and independent contractors. However, Bank will not be deemed to be the
agent of, nor responsible for the acts or omissions of any other person, including without
Receivables Manager Service Description TM-1427
(Revised 7/06)
Page 5 of 6
limitation any Federal Reserve Bank, collecting or depository bank, payee or endorsee,
ACH or wire transmission or communications facility, any receiver or receiving depository
financial institution or gateway operator (including without limitation the return of any funds
by such receiver or receiving depository financial institution or gateway operator), and no
such person will be deemed Bank's agent.
6. Software, Hardware and Backup Requirements. Company will, at its own cost and expense,
obtain, install and, at all times during its utilization of the Service, maintain in good working order
all software, hardware and other equipment necessary for it to perform in accordance with this
Service Description and the other Service Documentation. Company agrees to implement, on a
periodic basis not less than weekly, backup-measures, including, among other things, copying
onto a diskette(s) each week's current data base files related to the Service. In the event of any
failure of such software, hardware or other equipment, Company will deliver to Bank all data
which it would otherwise have provided that is necessary for Bank to perform Bank's obligations
in connection with the Service.
7. Survival. The portions of this Service Description designated 2.5.5.; 2.5.6.; 2.6.; 2.7.; 2.8.; 2.9.;
2.12; and 7 will survive termination of the Service.
8. Terminology. Unless specifically defined in this Service Description, terms used in this Service
Description have the meanings, if any, provided in the Agreement and the other Service
Documentation, as each may be amended from time to time
Receivables Manager SeNice Description TM-1427
(Revised 7/06)
Page 6 of 6
WELLS FARGO STAGECOACH SWEEpsM
SERVICE DESCRIPTION
.
This Service Description together with the other Service Documentation as defined in the
Master Agreement for Treasury Management Services (the "Master Agreement"), including the
Acceptance of Services (the "Acceptance") between Bank and Company and, if applicable, the
Master Repurchase Agreement (the "Repurchase Agreement") between Bank and Company,
govern Bank's Stagecoach Sweep service utilizing offshore deposits and investments options
(the "Service"). The term "Service Documentation" when used in this Service Description shall
include all of the foregoing.
1. TerminoloQV.
Capitalized terms used but not defined in this Service Description will have the meanings
provided in the Master Agreement and Acceptance and, if applicable, the Repurchase
Agreement. Additionally, the following terms have the following meanings.
1.1. "Collected Balance" means funds which are available for immediate withdrawal
from the Checking Account.
1.2. "Checking Account" means the domestic demand deposit account at Bank
designated in the Acceptance. The Checking Account will be governed by the
account agreement between Company and Bank applicable to the Checking
Account.
1.3. "Mutual Fund" means the mutual fund option chosen by Company in the
Acceptance.
1.4. "Offshore Account" means Bank's designated account at Bank's Cayman Islands
branch (the "Islands Branch").
1.5 "Securities" means the type of securities designated by Company for repurchase
transactions in the Acceptance.
1.6. "Sweep Option" means, as designated in the Acceptance, Company's interest in
one of the following:
· Wells Fargo Stagecoach Sweep Preferred Option with secondary Wells
Fargo Stagecoach Sweep Repurchase Agreement;
· Wells Fargo Stagecoach Sweep Preferred Option;
· Wells Fargo Stagecoach Sweep Repurchase Agreement with secondary
Wells Fargo Stagecoach Sweep Preferred Option;
· Wells Fargo Stagecoach Sweep Repurchase Agreement; or
· Wells Fargo Stagecoach Sweep Money Market Funds.
1.7. "Target Collected Balance" means the amount, if any, which is mutually agreed
on by Bank and Company from time to time, to be the daily Collected Balance
TM-1997 Stagecoach Sweep Service Description
Revised 1006/06
page 1 of 10
that will remain in the Checking Account after the end of day sweep has
occurred.
1.8. "Transferable Balance" means the Collected Balance minus the Target Collected
Balance.
2. Sweep.
2.1. Authorization. Company authorizes and directs Bank to transfer the
Transferable Balance in accordance with the Directions in Section 2.2., and as more
particularly described in Section 3 and in any additional Service Documentation referred
to in Section 3. Company appoints Bank as its agent to make the transfers specified in
the Acceptance on Company's behalf.
2.2. Directions.
2.2.1. Wells Fargo Stagecoach Sweep Preferred Option with secondary Wells
Fargo<ID Stagecoach Sweep Repurchase Agreement: If Company has
designated this Sweep Option in the Acceptance, and the Transferable Balance
at the end of a Business Day (i) exceeds or is equal to $100,000, the entire
amount will be transferred to the Offshore Account in accordance with the terms
and conditions set forth in Section 3.1., and (ii) is less than $100,000, the entire
amount will be transferred to a Wells Fargo Stagecoach Sweep, Repurchase
Agreement in accordance with the terms and conditions set forth in Section 3.2.
2.2.2. Wells Fargo Stagecoach Sweep, Preferred Option: If Company has
designated this Sweep Option in the Acceptance, the Transferable Balance at
the end of a Business Day that (i) exceeds or is equal to $100,000 will be
transferred to the Offshore Account in accordance with the terms and conditions
set forth in Section 3.1., and (ii) is less than $100,000 will remain in the Checking
Account and will not accrue interest.
2.2.3. Wells Fargo Stagecoach Sweep, Repurchase Agreement with secondary
Wells Fargo Stagecoach Sweep Preferred Option: If Company has designated
this Sweep Option in the Acceptance, the Transferable Balance at the end of a
Business Day that exceeds or is equal to the amount agreed on by Bank and
Company from time to time will be transferred to a Wells Fargo Stagecoach
Sweep Repurchase Agreement in accordance with the terms and conditions set
forth in Section 3.2. However, if more than the usual amount (in Bank's opinion)
is deposited to the Checking Account for investment, Bank reserves the right to
invest less than the entire Transferable Balance. Company agrees to notify Bank
at least one Business Day prior to maintaining more than its usual balance in its
Checking Account for the purposes of investment. Bank will exercise reasonable
efforts to invest the entire amount, but cannot guarantee full investment in these
circumstances. Uninvested Transferable Balances that exceed or are equal to
$100,000 will be transferred to the Offshore Account in accordance with the
terms and conditions set forth in Section 3.1.
2.2.4. Wells Fargo Stagecoach Sweep Repurchase Agreement: If Company has
designated this Sweep Option in the Acceptance, the Transferable Balance at
the end of each Business Day will be transferred to a Wells Fargo Stagecoach
TM-1997 Stagecoach Sweep Service Description
Revised 1006/06
page 2 of 10
Sweep Repurchase Agreement in accordance with the terms and conditions set
forth in Section 3.2. However, if more than the usual amount (in Bank's opinion)
is deposited to the Checking Account for investment, Bank reserves the right to
invest less than the entire Transferable Balance. Company agrees to notify Bank
at least one Business Day prior to maintaining more than its usual balance in its
Checking Account for the purposes of investment. Bank will exercise reasonable
efforts to invest the entire amount, but cannot guarantee full investment in these
circumstances. Uninvested Transferable Balances will remain in the Checking
Account and will not earn interest.
2.2.5. Wells Fargo Stagecoach Sweep Money Market Funds: If Company has
designated one of the Mutual Funds as a Sweep Option in the Acceptance, then
Bank will wire money in the amount of the Transferable Balance at the end of
each Business Day to an omnibus account held with the designated Mutual Fund
in accordance with the terms and conditions set forth in Section 3.3.
2.2.6. Withdrawals, Repurchases and Redemptions.
2.2.6.1. If Company has designated a Sweep Option, other than a Wells
Fargo Stagecoach Sweep Money Market Funds in the Acceptance, Bank
is authorized and directed to withdraw and/or repurchase, as applicable
based on Company's Sweep Option choice, Company's interest in the
Sweep Option at the beginning of each Business Day. Company
understands and agrees that the interest of Company in the Sweep
Option will be withdrawn and/or repurchased by Bank at its net asset
value as determined at the time of withdrawal and/or repurchase and the
proceeds will be deposited in the Checking Account. Any interest or
earnings will be deposited in the Checking Account as specified in the
description of the applicable Sweep Option.
2.2.6.2. If Company has designated the Wells Fargo Stagecoach Sweep
Money Market Funds as its Sweep Option, and the Collected Balance in
the Checking Account is at any time less than the Target Collected
Balance, Bank is authorized and directed to redeem a sufficient amount
of Company's interest in the Money Market Mutual Fund to restore the
Collected Balance to the Target Collected Balance. Company
understands and agrees that the interest of Company will be redeemed at
its net asset value as determined on the Business Day following the
Business Day on which this shortfall occurs and that the proceeds of the
redemption will be used to reimburse Bank for its payment of Items drawn
on, and other debits to, the Checking Account. Any dividends earned will
be deposited in the Checking Account.
2.2.7. Failure to Agree on Amounts: In the event that Bank and Company are
unable to agree on an amount when required in this Section 2.2., Bank may, in
its sole discretion, designate the amount by notice to Company and the amount
designated will be the amount used effective on the date the notice is sent.
2.3. Credit Sweep Option. If Company has designated the Credit Sweep Option in
the Acceptance:
TM-1997 Stagecoach Sweep Service Description
Revised 1006/06
page 3 of 10
2.3.1. Company authorizes and directs Bank to apply the Transferable Balance
at the end of each Business Day first, to pay down the outstanding balance, if
any, under the line of credit specified on the Acceptance, including all renewals
or substitutions thereof whether in the same or a different principal amount or
with the same or a different AFS number (the "LaC"). All such payments will be
applied to the LaC in accordance with the terms of the loan documentation
governing the LaC. If the LaC balance is zero, Bank is authorized and directed
to transfer the Transferable Balance in accordance with the Directions in Section
2.2.
2.3.2. To the extent that the Collected Balance in the Checking Account is less
than the Target Collected Balance, Bank is authorized and directed to advance
funds from the LaC in an amount sufficient to restore the Collected Balance to
the Target Collected Balance. Company understands that such advances will be
subject to the terms and conditions of the loan documentation governing the
LaC, and that Bank may elect not to make any such advance at any time in its
sole discretion.
3. Sweep Options.
NO EMPLOYEE OR AGENT OF BANK HAS BEEN AUTHORIZED TO PROVIDE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS REGARDING A SWEEP OPTION
OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THE
SERVICE DOCUMENTATION AND IF SUCH INFORMATION IS PROVIDED OR SUCH
REPRESENTATIONS ARE MADE, THEY MAY NOT BE RELIED UPON AS BEING
AUTHORIZED BY BANK.
3.1. Wells Fargo Stagecoach Sweep Preferred Option.
FUNDS TRANSFERRED TO BANK'S OFFSHORE ACCOUNT ARE A DEPOSIT
LIABILITY OF BANK, ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, IN A LIQUIDATION HAVE LESSER PREFERENCE
THAN DEPOSITS HELD IN THE UNITED STATES, AND ARE SUBJECT TO CROSS-
BORDER RISKS.
3.1.1. Offshore Deposit: The Wells Fargo Stagecoach Sweep Preferred Option
is an offshore deposit liability of Bank, denominated in United States dollars,
which is payable only at Bank's Cayman Islands Branch.
3.1.2. Agent Authorization: Company authorizes Bank to act as collecting agent
on its behalf.
3.1.3. Interest: Funds in Bank's Offshore Account will bear interest at a variable
rate determined by Bank from time to time in its sole discretion. Interest on funds
in Bank's Offshore Account will be calculated on a simple basis and compounded
daily. Interest will be paid daily by a credit to the Checking Account.
3.1.4. Statements: Bank will periodically send Company notice in the form of a
statement showing Company's balance for each day of, and the amount of
interest credited for, the preceding period.
TM-1997 Stagecoach Sweep Service Description
Revised 1006/06
page 4 of 10
3.1.5. Company's Acknowledgment: Company acknowledges that Bank's
Cayman Islands Branch is a foreign branch of Bank located in Grand Cayman,
Cayman Islands, British West Indies. Deposits in Bank's Offshore Account are
subject to the laws of the Cayman Islands, including future and existing laws,
regulations and governmental actions regarding exchange controls, assets
seizures and other restrictions. For this reason, Bank does not accept
responsibility for any failure to make transfers with respect to deposits in Bank's
Offshore Account as a result of exchange or other governmental controls or other
extraordinary circumstances beyond Bank's reasonable control. As deposits
payable only outside the United States, in a bank liquidation deposits in Bank's
Offshore Account have a lower priority than deposits payable at a United States
bank branch because the claims of domestic depositors are preferred over the
claims of other creditors and deposits in the Offshore Account have a status
similar to the claims of general unsecured creditors. In addition, deposits in
Bank's Offshore Account are not insured by the Federal Deposit Insurance
Corporation, nor guaranteed by Bank, the United States government or any
government agency.
Bank makes no representation or warranty as to the suitability of the Wells Fargo
Stagecoach Sweep Preferred Option for Company.
Except as provided in the Service Documentation, Bank and its affiliates,
employees, officers and directors, will not be liable to Company for any reason
whatsoever related to transfers of funds to or from, deposits of funds in, or
withdrawals of funds from Bank's Offshore Account.
3.2. Wells Fargo Stagecoach Sweep Repurchase Agreement.
INVESTMENTS IN REPURCHASE AGREEMENTS ARE NOT DEPOSITS, ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION AND ARE
NOT GUARANTEED BY THE UNITED STATES GOVERNMENT OR ANY AGENCY
OF IT, OR BY BANK, NOR IS BANK'S OBLIGATION TO REPURCHASE
COMPANY'S INTEREST ANY SECURITIES ACQUIRED UNDER REPURCHASE
AGREEMENTS.
THE REPURCHASE AGREEMENT CONTAINS SPECIFIC PROVISIONS AND
ADDITIONAL DISCLOSURES. PLEASE READ IT CAREFULLY. BY SIGNING THE
REPURCHASE AGREEMENT, COMPANY ACKNOWLEDGES RECEIPT OF A COPY
OF THE SERVICE DOCUMENTATION AND OF BANK'S MOST RECENT
FINANCIAL STATEMENT.
THE SECURITIES MAY OR MAY NOT BE GUARANTEED BY THE U.S.
GOVERNMENT BUT SUCH GUARANTY DOES NOT FLOW TO COMPANY. ALL
SECURITIES CARRY INVESTMENT RISK AND MAY LOSE VALUE.
THE INTEREST RATE ON A REPO IS NOT THE SAME AS THE RATE ON
GOVERNMENT SECURITIES. GENERAL BANKING ASSETS MAY BE USED TO
SATISFY BANK'S OBLIGATIONS UNDER A REPO.
TM-1997 Stagecoach Sweep Service Description
Revised 1006/06
page 5 of 10
3.2.1. Authority: Designation of this Sweep Option in, and Company's execution
of, the Acceptance and the Repurchase Agreement govern Bank's authority to
initiate transactions under the Repurchase Agreement. Pursuant to that
agreement, Bank is appointed as Company's agent to initiate transactions in the
amount of the Transferable Balance at the close of each Business Day. All
capitalized terms not defined herein shall have the meanings assigned to them in
the Repurchase Agreement.
3.2.2. Purchases and Sales: In accordance with, and as more particularly
described in, the Repurchase Agreement, and subject to the limitations described
in Section 3.2.3., Bank will sell to Company on each Business Day on which
there is a Transferable Balance in the Checking Account an undivided fractional
interest in Securities ("Interest") which shall be set forth in a confirmation notice
to Company regarding such sale.
Company's Interest will equal a fraction of the Securities having the Transferable
Balance as its numerator and the total purchase price of Securities by Bank on
the purchase date (the "Purchase Price") as its denominator. Bank will not sell,
and Company will not have an interest in, the accrued or unpaid earnings on the
Securities. On each Business Day following sale to Company of an Interest,
Bank will repurchase that Interest from Company at (i) the Purchase Price
thereof, regardless of any fluctuation in the market value of the Securities,
payable immediately, plus (ii) interest in an amount which is equal to 1/360 of the
Pricing Rate payable daily. The Pricing Rate is determined with reference to the
Intraday Fed Funds Rate. The Pricing Rate is indexed off of the Intraday Fed
Funds Rate less a spread; the spread varies based on the Transferable Balance
in Company's account but will not exceed 35% of the Fed Funds Discount Rate.
The Service will be governed by all applicable federal and state laws and
regulations, including without limitation any requirements that may be applicable
to "public funds". Company represents and warrants to Bank that (i) Company is
authorized pursuant to its governing documents and applicable law to enter into
repurchase agreements, and (ii) Company is authorized pursuant to its
governing documents and applicable law to invest in the type of securities
designated in the Acceptance in connection with its repurchase transactions, and
(iii) Company has obtained all necessary corporate approvals required by its
governing documents and applicable law, including but not limited to Board
resolutions to enter into the Repurchase Agreement.
3.2.3. Purchase Increments: To avoid odd lot purchases of Securities, Bank
may require that Transferable Balances in excess of any Minimum Purchase
Amount be used to purchase Securities in units of $100 (with any excess unused
Transferable Balance remaining in the Checking Account). In addition, if
Company's Transferable Balance exceeds the usual daily Transferable Balance
(the "Usual Balance") Bank may invest less than the total Transferable Balance
in Securities and keep the remaining portion in the Checking Account. Company
shall use reasonable efforts to notify Bank at least one Business Day in advance
if it expects its Transferable Balance to exceed the Usual Balance. If so notified,
Bank will exercise reasonable efforts to invest the full Transferable Balance, but
does not guarantee full investment under such circumstances. If Bank and
Company have designated a Maximum Investment Balance, then the maximum
TM-1997 Stagecoach Sweep Service Description
Revised 1006/06
page 6 of 10
Interest sold to Company on any given day shall equal the lesser of the
Transferable Balance or the Maximum Investment Balance.
3.2.4. Holding of Securities: Unless required by applicable law, Bank and its
custodian shall be permitted to hold, transfer and deliver Securities by
segregation in bulk together with other securities held for the benefit of other
Bank customers pursuant to other repurchase agreements, and Bank is
permitted to substitute other securities. On the date that Bank repurchases
Company's Interest, the Securities will be released to Bank's account.
3.2.5. Margin: Because all repurchase transactions under the Sweep Option
are overnight transactions backed by government securities in which Bank has
an interest, Bank will not be required to maintain margin when it acts as Seller
under the Repurchase Agreement (instead, Company shall have the security
interest described in Section 3.2.7). In addition, because Company will
purchase the Interest from Bank using the Transferable Balance, and only if a
Transferable Balance is available on any given Business Day to execute such
transaction, Company shall not be required to maintain margin when it acts as
Buyer under the Repurchase Agreement. Therefore, the Seller's Margin
Percentage and Buyer's Margin Percentage, referred to in the Repurchase
Agreement shall both be set at zero.
3.2.6. Repurchase of Interest: Bank will, at the beginning of each Business
Day, repurchase Company's Interest. At that time Bank will pay to Company, by
credit to the Checking Account, the Purchase Price of the Interest repurchased.
On the first Business Day of each calendar month, Bank will pay to Company, by
credit to the Checking Account, the aggregate amount of all Price Differentials for
all repurchases of Securities which occurred during the preceding calendar
month.
3.2.7. Pledge of Securities: Although the Securities may be guaranteed as to
principal and interest by the federal government or by the issuing federal agency,
any such guarantee runs only to Bank by virtue of its direct ownership of the
Securities and does not extend to Company as Interest holder under a
Repurchase Agreement. Company must therefore look to Bank and its general
assets as the source of payment of the repurchase obligation. To collateralize
Bank's repurchase obligation, a security interest in the Securities is transferred to
Company. Unless otherwise agreed between the parties, this security interest
will not be a perfected interest. However, if the security interest has been
perfected by separate agreement, and Bank defaults on its obligations under the
Repurchase Agreement, Company will have priority over creditors with
unperfected security interests who claim an interest in the Securities. In most
instances a perfected security interest would assure Company that Bank's
obligation to pay the Repurchase Price would be satisfied in the event of default
through liquidation of the Securities and distribution of the proceeds. However,
even if Company has a perfected security interest, the market value of the
Securities could decrease to a price that is less than Bank's total obligations
under the Repurchase Agreement, rendering a liquidation of the Securities
insufficient to fully reimburse Company. In that situation, Company would
become an unsecured general creditor for the difference between the market
TM-1997 Stagecoach Sweep Service Description
Revised 1006/06
page 7 of 10
value of the Securities and the total obligations owed to it under the Repurchase
Agreement.
3.2.8. Incorporation by Reference/Priority: The terms of the Repurchase
Agreement are incorporated by reference herein. In the event of any conflict
between the terms of this Service Description and the Repurchase Agreement,
the terms of the Repurchase Agreement will control.
3.3. Wells Fargo Stagecoach Sweep Money Market Funds.
MONEY MARKET MUTUAL FUNDS ARE NOT FDIC INSURED, HAVE NO BANK
GUARANTY AND MAY LOSE VALUE.
Wells Fargo Funds Management, LLC, a wholly owned subsidiary of Wells Fargo
& Company, provides investment advisory and administrative services for Wells
Fargo Advantage Funds SM. Other affiliates of Wells Fargo & Company provide
sub-advisory and other services for the Funds. The Funds are distributed by
Wells Fargo Funds Distributor, LLC, Member NASD/SIPC, and affiliate of Wells
Fargo & Company. Any investments in the Mutual Funds will be wired out of
Company's account at Bank to an omnibus account held with the Mutual Fund,
which is a separate entity from Bank. Company's investment in a Mutual Fund
will be pooled with other investors in Bank's general account with the Mutual
Fund.
An investment in a Mutual Fund is not insured by the Federal Deposit Insurance
Corporation or any other government agency. Although the Mutual Funds seek
to preserve the value of Company's investment at $1.00 per share, it is possible
to lose mone b investin in a Mone Market Mutual Fund.
For more information regarding the Sweep Option Company chose, obtain a
current prospectus by calling 1-800-260-5969 or by visiting
www.wellsfarQo.com/advantaQefunds or by contacting Company's investment
professional. Consider the investment objectives, risks, charges and expenses
of the investment carefully before investing. This and other information about
Well Fargo Advantage Funds can be found in a current prospectus. Please read
it carefullv before investing.
3.3.1. Company Acknowledgement and Agreement: Company acknowledges
and agrees that:
3.3.1.1. It appoints Bank as its agent to wire funds to purchase Shares of
the MMMF at their net asset value (NAV) as determined on the Business
Day following Bank's receipt of Company's Transferable Balance in the
Checking Account. Company's shares of the MMMF will be held in a
single omnibus account with shares of other investors by Bank as agent
on behalf of all of its customers invested in the MMMF.
3.3.1.2. A notice in the form of a statement will be sent to Company each
month as of month end or statement cycle date showing the number of
shares of the MMMF held on Company's behalf and Company's
TM-1997 Stagecoach Sweep Service Description
Revised 1006/06
page 8 of 10
purchases and redemptions of MMMF shares during the previous
calendar month. Company may also telephone Bank at its 24-hour
customer service number (1-800-289-3557) to determine the number of
shares of the MMMF held on Company's behalf as of the close of the
previous Business Day. Purchases and redemptions of MMMF shares in
connection with the Sweep Option may occur only through deposits to or
withdrawals from the Checking Account.
3.3.1.3. Company's investment in the Mutual Fund shares will be credited
by Bank to Company's Checking Account within three Business Days
from receipt of a notice from Company to Bank terminating or
suspending the Service, or Bank's termination of the Service, on the
closing price of that day. Accrued dividends attributable to the period
when the sweep was in effect will still be paid at month end. Redemption
price at closing is as of date of termination.
3.3.1.4. All shareholder communications with respect to the MMMF will be
forwarded to Company's current primary address as shown on the
Checking Account records.
3.3.1.5. This Investment Option is available only to residents of the United
States.
3.3.2. Dividend Accruals: Daily dividend accruals are calculated based on
Company's Collected Balance at the end of each day. However, if Company's
Checking Account is credited for a Money Market Mutual Fund ("MMMF")
redemption on a day preceding a non-Business Day, the redemption amount will
be subtracted from Company's investment balance before the non-Business Day
dividend accruals are calculated. Note: Days when Bank is open but the New
York Stock Exchange is closed are not considered Business Days.
4. Suspension of Service.
Unless terminated in accordance with the Master Agreement, either Company or Bank may,
from time to time, either suspend or resume the Service by giving three (3) Business Days prior
written notice to the other party, such notice to be effective upon actual receipt.
5. Response to Notices.
Company will promptly notify Bank in writing of any discrepancies, errors, inaccuracies,
unauthorized requests or problems of any other type or nature reflected in any notice, including
without limitation, any statement, confirmation or other communication, sent by Bank.
6. Cut Off Times.
Bank may, from time to time by notice sent to Company, establish cut off times applicable to a
Business Day for determining (i) the end of a Business Day and the Collected and Transferable
Balances in the Checking Account and (ii) the beginning of a Business Day for the purpose of
making withdrawals, repurchases and redemptions.
TM-1997 Stagecoach Sweep Service Description
Revised 1006/06
page 9 of 10
7. Fees.
Periodic fees may be charged to Company by Bank for the Service as separately disclosed by
Bank from time to time.
TM-1997 Stagecoach Sweep Service Description
Revised 1006/06
page 10 of 10