Loading...
R2011-085 - 2011-08-08RESOLUTION NO. R2011 -85 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, RENEWING A CONTRACT FOR BANK DEPOSITORY SERVICES. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That the City previously entered into a Contract with Wells Fargo for Bank Depository Services. Section 2. That the City Council hereby renews the contract for Bank Depository Services with Wells Fargo for one (1) additional year. Section 3. The City Manager or his designee is hereby authorized to execute an extension for Bank Depository Services. PASSED, APPROVED and ADOPTED this the 8 day of August, A.D., 2011. env 1 TOM REID MAYOR ATTEST: APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY / WELLS FARGO, July 25, 2011 City Council and City Staff City of Pearland 3519 Liberty Drive Pearland, TX 77581 Dear City Council: On behalf of Wells Fargo Bank and my team members, I would like to thank City • Council and City staff for providing us with the opportunity to serve as your depository bank. This letter confirms that the existing agreement between Wells Fargo Bank and the City of Pearland shall remain in place for the period of October 2011 through September 2012, continuing our relationship with the City by providing excellent service with the best team and the best services in the industry. We want to congratulate you on the excellent job achieved over the years by the City of Pearland. As your needs change with your geographic and financial growth, we want you to know that Wells Fargo is well positioned to support all of your financial needs and the changing needs of your employees. We hope that the continued agreement meets with the city's approval. Please do not hesitate to contact me if any question arise. Thank you for your time and consideration. We look forward to continuing to work with the City. Sincerely, il / - / Logan Thib deaux Vice President Government Banking Wells Fargo Bank N. A. Together we'll go far TABLE OF CONTENTS Wells Fargo Extension Letter 1 Agreements 2 Acceptance of Services 2 Commercial Electronic Office 5 Wire Transfer Services 9 ACH Services 15 Perfect Receivables Service 21 Stop-Images-Search Services 22 Payment Manager Services 23 Receivables Manager Services 30 Sweep Services 36 Pledge Agreement 38 Master Agreement 43 Response to RFP 47 Executive Summary 50 Financial Institution Info 53 Bank Depository Services 78 Collateral Requirements 135 Investment Activities 138 Overdraft Provisions 139 Other Stipulations 140 Conflict of Interest Questionnaire 141 Proposal Requirements 142 WELLS FARGO July 25, 2011 City Council and City Staff City of Pearland 3519 Liberty Drive Pearland, TX 77581 Dear City Council: On behalf of Wells Fargo Bank and my team members, I would like to thank City Council and City staff for providing us with,the opportunity to serve as your depository bank. This letter confirms that the existing agreement between Wells Fargo Bank and the City of Pearland shall remain in place for the period of October 2011 through September 2012, continuing our relationship with the City by providing excellent service with the best team and the best services in the industry. We want to congratulate you on the excellent job achieved over the years by the City of Pearland. As your needs change with your geographic and financial growth, we want you to know that Wells Fargo is well positioned to support all of your financial needs and the changing needs of your employees. We hope that the continued agreement meets with the city's approval. Please do not hesitate to contact me if any question arise. Thank you for your time and consideration. We look forward to continuing to work with the City. Sincerely, r b 77) - Logan Thib deaux Vice President Government Banking - Wells Fargo Bank N. A. Together we'll go far 1S,a datr4l �', 77= �1" ACCEPTANCE OF SERVICES �ELT 'A ;C;O »t���.l-sx.1`r�y�as�ti'i"�'.•�}}a-�"�s'n �-'r-.,y:..��.�`'--'-*TJ.�� .�3 ..,rw«ram„ s s� P.�3T y..;aa.--.c.�����.-s+.s•-c �t cr:7 ='::..-�i ...s o'L�_L txi_x_..to "s..r-._'..'�'`.-^'rt- a........`;...y'•-e.s an ! ti _ ' ' :_ . ._.. x❑ New Agreement ❑ Designation of Sweep Option (If checked, complete Part II,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 11 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. . VerWM34;_....,ersaraggfr.,=>ss�g__.----=-�-.= -..-_-=-. � :—.z A. DESIGNATION OF WELLS FARGO.STAGECOACH SWEEPS'OPTION. Company designates the following Sweep Option (check one box only): ❑ 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. ❑ Wells Fargo Stagecoach Sweepsm, Money Market Funds the Overland Express Sweep Fund-Fund 80. TM-1444 Acceptance of Services Page 1 of 2 2 Revised 11-22-06 • B. ADDITIONAL INFORMATION. • Checking Account Number: 203.-041505 • Credit Sweep Option: 0 Yes 0 No LOC 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. '46 1 Vita tX Agreed To and Accepted By: Company: City �of Pe-arlan`d By: l__ L LLA Name: Claire Manthei Title: Director of Finance Effective Date: • ©2006 Wells Fargo Bank,N.A.All rights reserved. TM-1444 Acceptance of Services Page 2 of 2 Revised 11-22-06 3 WELLS 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 PIiONE*: 281 6 52-17 61 TIN(Tax-payer Identification Number): 74-6 02 8 9 0 9 CUSTODY ACCOUNT NUMBER(Le.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 4 • COMMERCIAL ELECTRONIC OFFICES"' ("CEO") WELLS SERVICE DESCRIPTION FARGO 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 1D 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 ID code for use each time a User enters the CEO. Although the Company ID code and the ID codes for each User will remain the same for each entry into the CEO, the password Bank assigns to each User must be changed to a new password the User selects when the User first enters the CEO. Bank will not know the new passwords or any subsequent passwords selected by the Users. 2.2 If Company requests self-administration of its access to the CEO, Bank will assign a Company ID code and will set up the first Company administrator ("FCA") by assigning a personal ID 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 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 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 ID and each personal ID 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 ID 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 iD codes, passwords, token cards, PINs, and Passcodes. 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 access the CEO and use the Services through the CEO. TM-1426 Commercial Electronic Office Service Description (Rev.9/02) Page 1 of 3 5 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. 6. Disclaimers. Bank will not be Company's advisor or fiduciary with respect to this Agreement or any Service. 6. Limitation of Liability. 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 6 • 7. Restricting or Terminating 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. Terminoloay. 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 7 WELLS FARGO April 1,2002 RE: Self Administration Dual Control Advisory Welcome to the Commercial Electronic Offices'(CEOSM)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 WellsNet 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 WellsNet 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 8 • • WIRE TRANSFER SERVICES DESCRIPTION FA LSLSS 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 Page 1 of 3 Revised 1/4/05 9 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 Page 2 of 3 Revised 1/4/05 10 • 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 liabilityfor 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-1490 Wire Transfer Service Description Page 3 of 3 Revised 114/05 • 11 WELLS F'AR OO. Wire Transfer Services Security Procedures Agreement Section 1-Agreement ®NEW ['REPLACEMENT 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 Voice 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 of RSA 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$ 0 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 12 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 Iimits 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 ail 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 confine 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 ❑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 13 3.3.2. ®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 Pear land Printed Name of Authorized Signer Printed Name of Authorized Signer Bill Eisen Claire Manthei Signature �/,�� Sign y ' X !,e a x �E "i G Date Date • Section 7-Bank Approvals Bank Name RAU/CC/AU Banker/Officer Name MAC Banker/Officer Signature Phone Number Date X ( ) TM-1441 Wire Transfer Security Procedure Agreement Page 3 of 3 February 21,2006 14 WELLS ACH ORIGINATION SERVICES FARGo SERVICE DESCRIPTION 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 fife 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®("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. - 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 Fife 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 15 • 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 of 6 16 • 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 peed 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 ("USD")to the Foreign Currency at Bank's sell rate for exchange in effect on the Business Day the Entry is transmitted by Bank to the ACH or gateway operator. if the financial institution designated to receive the funds does not pay the receiver specified in the Entry, or if the Entry is subsequently determined to be erroneous, Bank will not be liable for a sum in excess of the amount of the original Entry after it has been converted from the Foreign Currency to USD at Bank's buy rate for exchange at the time the Entry is returned to Bank. 15.2. 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 17 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 NOC 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 18 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 5 of 6 19 22.5.Election of Security Procedure. The Security Procedure Company has elected is: ❑ Secure File Transport Security Procedure- le-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 iD password combination or digital certificate. O 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 ID password combination and a token card. ❑ 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("SSL") or Transport Layer Security("TLS"). Bank will authenticate each Entry and File transmitted to Bank in Company's name using an agreed upon ID password combination and a token card. Connect Direct and Secure+ are trademarks of Sterling Commerce. ❑ Security Procedure Elected by Company's Third Party Service Provider. Company is utilizing a Third Party Service Provider("TPSP") as defined in the ACH Rules to originate Entries and Files on Company's behalf. Bank will authenticate each 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: ❑ 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 Pearland ("Company") Wells Fargo Bank, N.A. ("Bank") By: 0301.11J hilL1L By: Name: Claire Manthei Name: Title: Director of Finance Title: Date: -3 •(Y7 Date: • ACH Origination Services(TM-1423) Revised 03-15-07 Page 6 of 6 20 WELLS PERFECT RECEIVABLES SM SERVICE FARGO SERVICE DESCRIPTION 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 loft 21 • WELLS FARGO STOPS-IMAGES-SEARCH ('PSIS") 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 Slops-Images-Search(SIS)Service Descriptian-Revised4/20106 page 1 of 1 22 • WELLS FARGO PAYMENT MANAGER SERVICES PAYMENT MANAGER® SERVICE and PAYMENT MANAGER PLUSSM ENHANCED REMITTANCE SERVICE DESCRIPTIONS 1. Description of the Payment Manager 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 Manager 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 Manager 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(3). 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-142B Payment Manager Services Description page 1 of 7 Revised 2/05 23 • 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 Required for Transfer Requests. 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 System. 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. Making and Paying for Transfers; Coverage by Foreign Exchange 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 page 2 of 7 Revised 2/05 24 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. Making and Paying for Transfers. No Coverage by Foreign Exchange 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 Right 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 Identifying 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 Agreement. 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 Processing 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 page 3 of 7 Revised 2/05 25 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 Containing 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 Delivery 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/Foreign Exchange 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 page 4 of 7 Revised 2/05 26 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. Exchange 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 Receiving Transfer Requests. Transfer Requests must be received by Bank before the deadlines disclosed to Company from time to time in writing. 3.5. Unacceptable Transfer Requests. 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 foss. 3.7. Cancellations and Amendments of Transfer Requests. 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 Requests. 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 page 5 of 7 2 Revised 2105 • 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 Liability 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. Identify 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. Agents. 6.1. Company's Use of Agents. 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 Agents; Identity and Changes. 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 page 6 of 7 Revised 2/05 28 • 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 Agents. 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 Requirements. 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. Terminology. 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 7 of 7 Revised 2(05 page 29 • • • WELLS EARS 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. Instructions/Information 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 UanagerService Description TM-1427 Page 1 of 6 (Revised 7/06) 30 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 Manager 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. Rejection 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 ldanagerService Description TM-1427 Page 2 of 6 (Revised 7/06) • 31 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. Processing and Posting 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. Adjustments. 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 Descnpfon TM-1427 Page 3 of 6 (Revised 7/08) 32 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 pay or repay to Bank any other sums (including sums in excess of the amount of the related Bill Payment(s))that Bank is required to pay or 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 pay or 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 (li) 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 after 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. Right 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 Page 4 of 6 (Revised 7/06) 33 • 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-Keeping Obligations. Company will maintain records reflecting the transaction(s)giving rise to each Bill Payment for a period of at feast 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 feast 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. Confidentiality 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. Rights of Third Party 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 Page 5 of 6 (Revised 7/06) 34 • • 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 Service Description TM-1427 Page 6 of 6 (Revised 7/06) 35 WELLS FARGO STAGECOACH SWEEPsM WELLS SERVICE DESCRIPTION FARGO 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. Terminology. 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 page 1 of 10 Revised 1006/06 36 WELLS FARGO BANK, NATIONAL ASSOCIATION ASSISTANT SECRETARY'S CERTIFICATE I, Robert D'Arcy, an Assistant Secretary of Wells Fargo Bank, National Association, a national banking association (the "Association") , hereby certify that the resolutions attached hereto were duly adopted by the Loan Committee of the Board of Directors of the Association by unanimous written consent dated as of December 19, 2007, and that the governmental agency named in such attachment was one of the governmental agencies named in such resolutions. I further certify that the pledge agreement and any related documents attached hereto was one of the pledge agreements and related documents attached to such consent and referred to therein, which were accordingly duly approved by the aforesaid Loan Committee, are part of the minutes of such Committee and, continuously from the time of their execution, are official records of the Association. IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the Association this twenty-sixth day of December 2007 . 44/1//7,4 Robert D'Ar Assistant Secretary [Seal] 37 Approval of Pledge Agreements with Governmental Agencies WHEREAS, in connection with the acceptance of deposits by this Association from the governmental agencies named below, this Association has entered into, or proposes to enter into, agreements on or as of the dates indicated, if any, pursuant to which this Association has pledged or will pledge collateral to secure its obligations to repay such deposits: City of Pearland Pearland, Texas December 7, 2007 WHEREAS, in order to satisfy one of the requirements for the enforceability against the Federal Deposit Insurance Corporation of a pledge of collateral established by the Federal Deposit Insurance Act, codified at 12 U.S.C. § 1823 (e) , the Board of Directors of this Association by resolution adopted July 21, 1999, delegated to this Committee the authority to approve the terms of such pledge agreements and related documents on behalf of the Board of Directors; WHEREAS, such pledge agreements and related documents have been submitted to this Committee and are attached hereto; and WHEREAS, this Consent, the pledge agreements and related documents attached hereto are part of the minutes of this Committee, and such pledge agreements and related documents, including any additional resolutions included therein, have been, continuously from the time of their execution, official records of this Association; NOW, THEREFORE, BE IT RESOLVED, that this Committee, acting on behalf of the Board of Directors, hereby authorizes, approves and ratifies the terms and conditions of the foregoing pledge agreements and related documents attached hereto, including any additional resolutions included therein, as well as the execution and delivery thereof. 38 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 Pledger 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 Regarding 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-marketvalue 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. Pledgor's Obligations. Pledger 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, Pledger shall turn over to any successor depository designated by Pledgee all funds held by Pledger 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 Pledger's most recent publicly available quarterly or annual financial statement. 5. Custodian's Obligations. 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 - - 39 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 Agreement. 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 Agreements. 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:-1./7.,2007.- : : . ._ -.. - _ ._ . - . . _ . . - . PLEDGEE: CITY OF PEARLAND PLEDGOR: WELLS FARGO BANK, NATIONAL w ASSOCIATION gzrfzx By: By: Name: Bill Eisen Name: Title: City Manager Title: v T 3519 Liberty Drive 333 Market St, 17th Floor Address MAC A0119-173 Address: Pearland, TX 77581 San Francisco, CA 94105 DepPledgeAgmt-TX-FRB.dac(Rev.03-07-02) • • -2 40 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: t Claire Manthei aculf)40_,L, (Name) (Signature) Email: cmanthei®ci.pearland.tx.us Fax: 281. 652-1671 2. (Name) (Signature) Email: Fax: 3. (Name) (Signature) Email: Fax: 4. (Name) (Signature) Email: Fax: • • • -3- 41 • ADDENDUM "B" . (Authorized Officers of Pledger) 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: Sheila Lynch,Vice President 1. 64. �J (Name) (Signature) Derry Valdez,Assistant Vice President 2 (Name) i nature) Charlene Blount, Bank Officer 3. (Name) (Signature) 4 Mercy D. Lopez, Bank Officer (Name) (Signature _ - , -Audric Goa,Bank Officer. __. . . . . .. e,/r . •. ••..• -- . 5. (Name) bill (Signature) 6. (Name) (Signature) • 7. (Name) (Signature) • 42 -4- WELLS F RGi MASTER AGREEMENT FOR TREASURY MANAGEMENT SERVICES The Service Documentation described below contains the terms under which Wells Fargo provides treasury management services("Services"). The Wells Fargo bank through which the Services will be provided("Bank")and the Company to which the Services will be provided are identified in the Acceptance of Services("Acceptance"). Bank and Company agree: 1. Service Documentation. The Service Documentation includes: 1.1 The Service Description for each Service. 1.2 The Acceptance. 1.3 This Master Agreement for Treasury Management Services("Master Agreement"). 1.4 The account agreement for the business or commercial deposit account(s) (each, an "Account") that Company or Company's affiliate or subsidiary maintains at Bank or Bank's affiliate in connection with a Service. The account agreement includes the Dispute Resolution Program that Company and Bank agree to use to resolve any disagreements between Company and Bank regarding accounts and Services governed by the Service Documentation. 1.5 User Guides which include software, software licenses, reset diskettes, price schedules, specifications, instructions,and notices. 1.6 The set-up form(s)for each Service. The Service Documentation also applies to any Service that is provided by an affiliate of Bank and any Service that is used by an affiliate or a subsidiary of Company. "Bank" includes each such affiliate, and "Company' includes each such affiliate and subsidiary. All terms defined in this Master Agreement shall have the same meaning when used in the Service Documentation. If there is a conflict among the documents that make up the Service Documentation,the documents will govern in the order set forth above. Company acknowledges receiving a copy of the Service Documentation for each Service it requested when it entered into this Master Agreement. 2. Services. Bank and Company will agree upon the Service(s)to be provided. 3. Changes to Services. Bank may change(or add to)the terms and fees in the Service Documentation at any time upon prior written notification. If Company discontinues using the affected Service before the change becomes effective, it will not be bound by the change. If Company continues to use a Service after the change becomes effective, it will be bound by the change. 4. Term and Termination. Unless terminated sooner in accordance with the Service Documentation, this Master Agreement and all Services will continue in effect until terminated by either party upon thirty(30) days prior written notice to the other party (unless a Service is terminated sooner in accordance with the Service Documentation). Bank may terminate any Service following notice to Company of a breach of any provision of the Service Documentation and Company's failure to cure the breach within fifteen (15) days of the date of such notice. Bank may also terminate any Service without notice to Company if Company is subject to a petition under the U. S. Bankruptcy Code or if Bank determines, in its sole discretion, that a material adverse change has occurred in Company's ability to perform its obligations under the Service Documentation. The termination of a Service will not affect Company's or Bank's rights with respect to transactions which occurred before termination. Bank shall not be liable to Company for any losses or damages Company may incur as a result of any termination of any Service. 5. Service Fees. Company shall pay Bank the fees described in the Service Documentation and any taxes applicable to each Service, however designated, exclusive of taxes based on Bank's net income. Bank may debit Company's account(s) with Bank for any fees not covered by earnings credits and any taxes that are due, or it may send an invoice to Company for such amounts, which Company shall promptly pay. Bank may assess finance charges at a rate of 1.5%per month(18% per annum)or the highest rate permitted by law,whichever is less,on any invoiced fees or taxes that are not paid within thirty(30) days of the due date and shall apply payments and other reductions of amounts owed first to unpaid interest and then to other fees and charges. TM-1450 Master Agreement page 1 of 4 4 3 Revised 4/2005 6. Confidential Information. Unless otherwise provided in the Service Documentation, all User Guides and computer programs provided pursuant to this Master Agreement constitute Bank's or its vendor's confidential information ("Confidential Information"). Bank or its vendor will remain the sole owner of all such Confidential Information, and Company will not acquire any interest in or rights to it as a result of Company's use of any Service except as set forth in the Service Documentation. Company will maintain the confidentiality of the Confidential Information and will not disclose (or permit its employees or agents to disclose), copy, transfer, sublicense or otherwise make any of it available to any person or entity, other than its employees who have a need to use the Confidential Information in connection with the applicable Service. Company shall notify Bank immediately if it knows or suspects that there has been any unauthorized disclosure, possession, use or knowledge(each, an"Unauthorized Use")of any Confidential Information, and if it is responsible for the Unauthorized Use, it will,at its expense, promptly take all actions, including without limitation initiating court proceedings to recover possession or prevent further Unauthorized Use of the Confidential Information and obtain redress for any injury caused to Bank as a result of such Unauthorized Use. In addition, except as permitted by applicable law, Company may not decompile, reverse engineer, disassemble, modify,or create derivative works of any computer program provided pursuant to this Master Agreement. 7. Third Party Networks; Data Transmission; Use of Required Software. 7.1 If Bank determines that any funds transfer or communications network, Internet service provider, or other system(s)it has selected to provide a Service is unavailable, inaccessible or otherwise unsuitable for use by Bank or Company, Bank may, upon notice to Company,suspend or discontinue the affected Service. 7.2 If Company transmits data, information or instructions (collectively "Data") to Bank, or requires Bank to deliver Data to Company, using a leased line, or Value Added Network ("VAN") or any other third party provider(collectively, "Third Party Provider"), Company agrees that Bank shall have no responsibility for the accuracy, completeness, security or authenticity(collectively"Integrity")of the Data sent through such Third Party Provider,and Company agrees that Bank may rely upon the Data delivered to Bank by the Third Party Provider and that Bank shall have no independent obligation to verify the Integrity of such Data before receiving,or acting upon, any such Data. 7.3 If Company transmits data to Bank using a leased line or Value Added Network ("VAN"), Bank strongly recommends that Company secure a back-up means of transmission such as Secure File Transport for use in the event of a communications disruption. 7.4 Company shall use and maintain in good working order(and at its own expense)software, hardware and other equipment necessary for Company to use the Service(s) in accordance with the Service Documentation. 8. No Representations or Warranties of Bank or Software Vendor. Neither Bank nor any software vendor makes any express or implied representations or warranties with respect to the Services or any software used in connection with the Services including without limitation any warranty as to the merchantability or fitness for a particular purpose, other than those expressly set forth in the Service Documentation. 9. Liability and Indemnification. 9.1 Bank will perform each Service in accordance with reasonable commercial standards applicable to Bank's business;laws, regulations and operating circulars governing the activities of Bank;applicable funds transfer system(s)and clearinghouse rules;and the Service Documentation. 9.2 Bank is under no obligation to honor, in whole or in part, any entry, file, batch release, payment order, transaction or instruction (each, an"Order"), which a)exceeds Company's available funds on deposit in an Account with Bank related to the Order, unless otherwise provided in the Service Documentation;b)is not in accordance with the Service Documentation or Bank's applicable policies, procedures or practices as Bank may from time to time establish and make available to Company; c) Bank has reason to believe may not been duly authorized, should not be honored for its or Company's protection, or involves funds subject to a hold, dispute, restriction or legal process that prevents their withdrawal; or d)would possibly result in Bank violating any applicable rule or regulation of any federal or state regulatory authority including without limitation any Federal Reserve risk control program or guidelines such as the limitations on Bank's intra-day net funds position. 9.3 Company shall promptly furnish written proof of loss to Bank and notify Bank if it becomes aware of any third party claim related to a Service. Company shall cooperate fully (and at its own expense) with Bank in recovering a loss. If Company is reimbursed by or on behalf of Bank, Bank or its designee will be subrogated to all rights of Company. TM-1450 Master Agreement page 2 of 4 4 4 Revised 4/2005 9.4 Any claim, action or proceeding against Bank for losses or damages arising from a Service, including Bank's honoring or dishonoring a check covered by a Service, must be brought within one(1)year from the date of the act or omission or in the case of a check from the date the check was first paid or returned by Bank. 9.5 Bank will have no liability for failure to perform or delay in performing a Service if the failure or delay is due to circumstances beyond Bank's reasonable control. 9.6 Except in the case of Bank's gross negligence or intentional misconduct, Company shall indemnify and hold Bank, its directors, officers, employees and agents harmless from all losses or damages that arise out of a) the performance of a Service in accordance with the Service Documentation including without limitation any warranty Bank is required to make to a third party in connection with a Service; b)an act or omission of any agent, courier or authorized representative of Company; c)if the Service includes a license or sublicense of any software to Company, the use or distribution of the software by Company or any person gaining access to the software through Company that is inconsistent with the license or sublicense; and d) Company's failure to secure a back-up means of transmission for data transmissions using leased lines or VANs as set forth in Subsection 7.3 above 9.7 Bank will only be liable to Company for its direct monetary losses or damages due to Bank's negligence or breach of this Master Agreement. Except in the case of Bank's gross negligence or intentional misconduct, Bank's liability to Company will be limited to an amount not to exceed ten (10) times Bank fees incurred during the calendar month immediately preceding the calendar month in which such loss or damages were incurred (or, if no Bank fees were incurred in such month, Bank fees incurred in the month in which the losses or damages were incurred). In no event will either party to this Master Agreement be liable to the other party for any special, consequential, incidental (including without limitation court costs and attorneys' fees), indirect,or punitive losses or damages,whether any claim is based on contract or tort, or whether the likelihood of such losses or damages was known to the other party and regardless of the form of the claim or action. 10. General. 10.1 The Service Documentation will be governed by substantive federal laws, regulations and rules and, to the extent such laws, regulations and rules are not applicable, those of the state in which the principal office of the Bank identified on the Acceptance is located, without regard to conflicts of laws principles. Any portion of the Service Documentation which is inconsistent with applicable laws, regulations or rules will be deemed modified and applied in a manner consistent therewith, and Bank will incur no liability to Company as a result of the inconsistency or modification and application. If any portion of the Service Documentation is deemed unenforceable or invalid, it will not otherwise affect the enforceability or validity of the Service Documentation. 10.2 The Service Documentation is the entire agreement between Bank and Company and supersedes all prior representations, conditions, warranties, understandings, proposals or agreements regarding a Service. No course of dealing or waiver of any right on one occasion will constitute a modification of the Service Documentation or be a waiver of that right on a subsequent occasion. 10.3 Company agrees to provide Bank promptly upon Bank's request any existing financial statements or other information pertaining to Company's financial condition or any previously unprepared financial statements which Bank may require Company to prepare and/or to be audited or reviewed by independent certified public accountants acceptable to Bank. 10.4 Company expressly warrants that a Service will not be used in a manner which violates any federal or state law including without limitation any sanction or control administered by the Office of Foreign Assets Control or Bureau of Export Administration. 10.5 Sections 4, 5, 6, 8, 9, 10.4 and 10.5 of this Master Agreement will survive termination of this Master Agreement. 10.6 Either party may provide notice to the other party by mail, personal delivery, or electronic transmission. Bank shall use the most recent address for Company in Bank's records, and any notice from Bank will be effective when sent. Company shall use the address where Company's relationship manager or other manager is located and address any notice to the attention of such manager. Any notice from Company will be effective when actually received by Bank. Bank will be entitled to rely on any notice from Company that it believes in good faith was authorized by an authorized representative of Company and, except as expressly stated in the Service Documentation, shall have no obligation to verify the signature(including an electronic signature). Each party will have a reasonable time after receipt of any notice to act on it. TM-1450 Master Agreement page 3 of 4 Revised 4/2005 45 10.7 All uses of the Services through Company's ID codes, passwords,token cards, PINs,or passcodes(each,a "Code")will be deemed to be authorized by and binding on Company. Company's failure to protect Codes may allow an unauthorized party to a) use the Services, b) access Company's electronic communications and financial data, and c)send or receive information and communications to Bank. Unencrypted electronic transmission are not secure and Company assumes the entire risk for unauthorized use of Codes and any unencrypted electronic transmissions. 10.8 Company may not assign or transfer its rights or obligations with respect to the Service Documentation without Bank's prior written consent. Bank may assign its rights and obligations with respect to the Service Documentation to any successor by merger,consolidation or corporate reorganization. 10.9 Unless otherwise provided in the Service Documentation, the term "Banking Day" means that part of a business day occurring prior to the cutoff time determined in accordance with Bank's applicable funds availability policy. 46 TM-1450 Master Agreement page 4 of 4 Revised 4/2005 ©2005 Wells Fargo Bank, N.A.All rights reserved WELLS FARGO ID A City of Pearland Bank Depository Services RFP #: 2007-26 Friday, May 04, 2007, 10:00 a.m. CDT Submitted by Tim Kreitzer Vice President 713-383-1608 tim.b.kreitzer@wellsfargo.com wellsfargo.com Kim Maxey Vice President 713-319-1601 kim.maxey@wellsfargo.com Gil Ramon Vice President 713-319-1114 ramongh@wellsfargo.com 47 J.,i;I Table of Contents Executive Summary 1 Financial Institution Information 4 Bank Depository Services 29 Collateral Requirements 86 Investment Activities 89 Overdraft Provisions 90 Other Stipulations 91 Conflict of Interest Questionnaire 92 Proposal Requirements 93 City of Pearland Investment Policy and Investment Strategy (signed) Conflict of Interest Questionnaire (signed) Pricing Speadsheet Attachments: Excerpt From Wells Fargo 2006 Annual Report First Quarter 2007 Quarterly Earnings Release Houston Cash Vault Availability Schedule Sample Account Analysis Statement Sample Monthly Bank Statement PFA Overview Customer Memo Sample Pledge Report P-Card Data Field List Products and Services for Public Entities 48 WELLS FARGO Safekeeping Services for Public Entities Brokerage Safekeeping Services Fee Schedule Legal Agreements: Collateral and Safekeeping Depository Pledge Agreement Cover Letter Depository Pledge Agreement Pledgee Agreement Form Fedmail Request Form Customer Contact Sheet Instructions for Completing Pledgee Agreement Treasury Management Acceptance of Services Commercial Electronic Office°(CEO®) Service Description Self-Administration Dual Custody Letter Wire Transfer Services Description Wire Transfer Services Security Procedures Agreement ACH Origination Services Service Description Perfect ReceivablessM Service Description Stops-Image-Search Service Description Payment Manager°Services Service Descriptions Receivables Manager Service Description Wells Fargo Stagecoach Sweeps"' Service Description 49 Executive Summary Wells Fargo's governmental banking division is pleased to have the opportunity to present this proposal for the City of Pearland. Wells Fargo prides itself on adding value by working closely with our customers to meet their funds management goals. By"working closely with our customers"we mean that we are available and on-site whenever needed. At Wells Fargo,we are committed to delivering state of the art technology to our customers in the most cost efficient manner. We will commit that as product enhancements are developed, we will offer them to the City of Pearland. We are very excited to provide creative solutions to enhance your current structure and improve overall efficiencies. * Within this proposal we are offering the following: • Treasury Management/Banking Services at no charge to the city(based on balances and activity discussed and services requested). • All service charges waived for the months of December,January and February for the life of the contract. • A 38%reduction in analysis fees from the current contract, along with a 20% increase in the Earnings Credit Rate(ECR) • Superior service with dedicated Government Banking Team located in Houston. • Tamper evident deposit bags and a Safe Deposit box are offered for free for the life of the contract. • Competitive Earnings Credit Rate for Account Analysis, currently 4.95%, which will result in lower required balances to offset fees to$0.00. • Superior Interest Rate in Money Market checking account of 5.22%APY (floating rate of 90 day LIBOR-25bps). • If the City chooses to contract with an armored car service for deposits to the cash vault from City Hall, Wells Fargo will pay the monthly service charges on the City's behalf. *Please note that the above information is proprietary and confidential to the City. Wells Fargo Bank N.A. 1 50 Local Relationship Management Your Wells Fargo Team brings an exceptional combination of local relationship management and national product leadership to the City, now with a dedicated Government Banking team in place to serve the Houston area. Our goal is to be the number one provider of Government Banking needs in the Houston region, with in-depth knowledge of statutes, regulations, and industry trends. Whether you're implementing a new program or automating an existing system, our hands-on consultation makes a difference. Our promise is to meet or exceed the City's expectations! Local Team — National Product Leadership "At Wells Fargo we know that we must offer better products and a broader product line than our local competitors. We also must out-perform our national competitors by staying close to our customers in each of our communities, understanding their needs and providing professional,personalized and timely service."Richard M.Kovacevich,Chairman & CEO,Wells Fargo The team at Wells Fargo that works on behalf of the City is comprised of bankers that are talented, motivated and energized. We are a group that considers ourselves partners in a team effort with the City, working to achieve common goals. The group is comprised of the following individuals: Tim Kre tzer,Relationship Manager i Logan Thibodeaux,Bdck-up Relationsh, p Manager Kell e Jeffery_,Banker:Assoc ate___ __.- a Krm Maxey,Treasury Management Sales Officer Carl_Polk;Tmplementatron`Associate { _w i GihRamon.Russell,Institutional_Brokerage i Kathy Chen;Public Funds'Admrmstration j Don Grimes,Public Finance i 7:,,_ Quickly changing technology and needs require a bank and bankers that have the ability to keep pace and keep customers informed. We will provide ongoing consultative services to the City. As new technology and products are introduced, our relationship allows us to collaborate quickly and creatively. We believe that Wells Fargo is uniquely suited to provide the City superior financial service by combining local service and support with national resources,today and into the future. Community Reinvestment At Wells Fargo, Community Reinvestment is an integral part of our business culture. Wells Fargo has long understood that we can be no stronger, or more successful, than the neighborhoods and communities where we do business, and where our team members live and raise their families. Wells Fargo Bank N.A. 2 51 Wells Fargo is one of corporate America's top 10 largest givers; ranking ahead of peers that are two and three times our size. We have caring and energetic team member-volunteers, and our team members can be found as leaders in community partnerships. City of Pearland and Wells Fargo— Creating a Partnership Our goal is to create a solid, long-lasting relationship with the City of Pearland offering a value-add solution for banking services. Wells Fargo is uniquely suited to provide the City with first-class, local banking services plus partner to develop and maintain technological solutions. The City has access to the products, services and expertise of one of the country's top financial corporations along with local relationship management and local Texas bankers. Wells Fargo Bank agrees to provide the services, and to adhere to all requirements, specifications,terms and contract provisions set forth in the Request for Proposal issued by the City of Pearland. Respectfully submitted, Tim Kreitzer Vice President, Government Banking 9821 Broadway, Suite#105 Pearland,TX 77584 713-383-1608 phone 713-436-8721 fax tim.b.kreitzer@wellsfargo.com Wells Fargo Bank N.A. 3 52 Financial Institution Information Proposals must respond to all provisions and adhere to the format provided in this request for proposal. If you are unable to provide required information,please provide an explanation of such exclusion. The proposal must be signed by a duly authorized banking official. Along with the answers and information requested in the Bank Depository Services Section,please submit the following: 1. Audited financial statements for the most recent year. A copy of our most recent annual report can be obtained on the following site: www.wellsfargo.com/invest relations/annual Key pages of the report are included in the Attachments section of this proposal. Wells Fargo is a dynamic and innovative diversified financial services company serving more than 23 million customers through more than 6,000 stores, the Internet and other distribution channels across North America and elsewhere internationally. We're headquartered in San Francisco, but we're decentralized so every local Wells Fargo store or office is a headquarters for satisfying all of our customers' financial needs and helping them succeed financially. Wells Fargo has$482 billion in assets and 158,000 team members. We're one of the United States' top-40 largest private employers. We ranked fifth in assets and fourth in market value of our stock among our peers as of December 31, 2006. Our key rankings include: • Standard&Poor's Rating Service: Only"AAA" credit-rated U.S. Bank. • Moody's Investors Service: "Aaa"credit-rated U.S. bank. • Fortune: Ranked 52nd in revenue among all companies in all industries. • Forbes: Among top 25 U.S. companies in all industries based on a composite ranking of revenue(sales), profits, assets and market value. Our vision is to satisfy all our customers' financial needs, help them succeed financially and be known as one of America's great companies and the number-one financial services provider in each of our markets. Wells Fargo Bank N.A. 4 53 KeyPerformance.Measure.' 2004 .2005 2006 ryTotal Assets �_�,__ ;$427 849 million j$481,741'milllon $481 996 million ] Net Income_ __ _ ?+$7,014µmillton- L$1671 million j ,$8�48wmilhon ry r i Return on Assets ' 1_71%, 1 72% 1.75% %Return on Equity w,. Ef06% 771 F1 9 57% _ 1965%° 4 r �mr Egu�ty/Assets .__n __' 1_ .__' 2. Provide your most recent quarter end financial information if more recent than year end. A copy of our First Quarter 2007 Quarterly Earnings Release is attached to our response. 3. The Bank's CRS rating with its specific rating agency and the bank's most recent Highline(previously Shesunoff),Veribanc or comparable bank rating from the independent rating service. Wells Fargo Bank,N.A. has the highest possible credit rating, "Aaa",from Moody's Investors Service and the highest credit rating given to a U.S. bank, "AAA", from Standard &Poor's Ratings Services. The debt rating summaries for Wells Fargo & Co. and Wells Fargo Bank, N.A. are as of April 23, 2007: 'UngKe§AGE,NCY 4 =MI e-;" ' MOO]D.Y S [WAND,. RID 8 WELLS FARGO &.COMPANY Ratings,0utlook _ Stable l _; �Stalile�_ ;y� ; .„. Stable_, 2:1 Long-Term Issuer Rating;`rn +_ AA _ ! Aal LL ' AA+ r Short-Term Issuer Rahn F 1+ °Senior Unsecured [77. AA-7- Aa1= ; - AA± [:§ubordinated ,. r,Aa2 Preferred Stock ' AA= Aa ^] ..AA- ]„J �-.- �. � WELLS FARGO BANK,N N.A. rRatings.Outlook, 77.71 ' , . Stable _Stable , E, 'Stalile 1.- s ifong_Term Issuer'Rating_ E . AA _ Aaa , AAA Short-Term:Issuer_Rahng a; F1+ �BankrDepgsits AA+ ,5 Aaa w LSeriior Unsecured _. ; AA..,_ , Aaa AAA_-u__- Wells Fargo Bank N.A. 5 54 'AZATIINSYAVENY'' lock *afi,;,,,4tKgjgAite ildoftS •Vg4,041144i01,f Bank Financial Strength "7 1 FT.:77.717;17:771 f.7.717, 4. Provide references from at least three of the bank's current comparable government clients. Include a contact person,their title and telephone number. rjeZas A 8i1VI -71 19rangeicOunty- , A&M System Building '' = _ f--123'SbUth:Oth Street 1.200 Technology Way, Suite 1120 _ 'Orange;TX 77659=-, - College Station,TX- 77845-3424 Contact; Elaine Welch IContact;:Vergie Moreland Senior Treasury Analyst County Treasurer • -• - L(h)9:79-4586326 aP) city of Nederland' ' = == Crefti..O7f VriencliVii2cd7 :--777-7777-7-.7 ..-,.'I Box 967 - = Nederland,TX 77627 .` `. ':FriendSw)od;TX:71540 Contact: Cheryl Dowden - ' i.Contact i=Cindy Edge I.City Treasurer IDirector of Finance L(0.409-723-1504 . - ['New Caney ISD r: - i10-37.al 777:777.7. 1,21580 Lbori:494 , PO Box 489 New Caney;TX 77357 1Pattison,TX 77466 • Contact „Clisty Vaden t'Contaeti=;.-Giddys.11ein Director of Finance', ° • t-Director of Finance (p.)281-354-1166,Ext. 120 L.(p)_281.L934-.224K--- Wells Fargo Bank N.A. 6 5 5 5. Describe the bank's Disaster Recovery Plan. Since 1852, Wells Fargo has remained a beacon of trust and security. We have a sound, award-winning business continuity planning program in place, consisting of multiple recovery strategies for each core line of business, function, product and service. In the event of an unexpected disaster or emergency, every attempt will be made to restore and maintain normal service levels as soon as possible. Our general philosophy is that the unexpected should now be expected, and planned for accordingly. Our core processes and procedures regarding business continuity planning remain consistent for a wide variety of potential disasters or emergencies, including earthquakes, fires, floods and even pandemic disease.Although components of our business continuity plan may vary based on the nature of each specific event,we have identified four types of interruptions that could impact the City the most: •Systems.To minimize the severity of system interruptions,we have instituted redundancies for business critical systems. In the event that a Wells Fargo system experiences an outage, we will allocate all available resources to the remediation of the impacted application(s), making every effort to minimize impact. •Telecommunications and power. Wells Fargo utilizes multiple telecommunications and power companies to create a redundant network, thereby minimizing the likelihood of an outage. Should an outage occur, we will take reasonable action to implement manual alternatives to allow you to receive information in a timely manner. •Operations facilities.If there is a disaster at one of our primary operations centers, we have alternate processing centers that are prepared to take over day-to-day processing and support until the primary operational center is back to normal operating conditions. Our recovery sites are dispersed across multiple locations in order to minimize potential disruption within a specific geographic region. ■Transportation. If either air or ground transportation is temporarily unavailable,we will use an alternate delivery method. In the unlikely event that both air and ground transportation is simultaneously unavailable,we will take reasonable action to resume our normal service levels as soon as possible given available transportation options. Wells Fargo Bank N.A. 7 56 Wells Fargo processing of core business functions will automatically divert to identified backup sites, as necessary, in the event of an unexpected disaster or emergency. Sufficient staff will be on hand (at both primary and backup locations)to execute critical functions as needed. Each piece of customer and account data, whether accessed via our Commercial Electronic Office®(CEO®)portal and/or other channels, is housed on a specific"source system of record."The specific system of record depends on the specific data field. In a normal operating environment, numerous systems of record flow into a centralized user interface for viewing by internal Wells Fargo team members. In a disaster recovery situation, assuming that customer information user interface(s) are unavailable, relationship managers, customer service officers and other team members (as appropriate) will have access to the individual source systems that house specific data items, as their security levels allow. Customer information,whether accessed via our Commercial Electronic Office (CEO) portal and/or other channels, is backed up regularly via batch or real-time (dependent on the specific application and/or data field). If our CEO portal is unavailable during a disaster or emergency, our relationship managers have policies and procedures in place to work with customers on an individual basis in order to facilitate manual transactions and share account information, balances, etc. as needed. In order to maintain optimal privacy, security procedures—i.e.the use of user IDs, PINs and account numbers—will remain in place under these circumstances (potentially voice or other-initiated controls, given communication options available). Wells Fargo tests specific recovery strategies on a regular basis, with specific frequency and timing dependent on the specific functions and/or applications being tested. Generally, all Wells Fargo critical applications are tested on a quarterly basis, with business unit-level functions tested on an annual basis. Regular business continuity testing is conducted in order to maintain optimal reliability and effectiveness. Wells Fargo has formal teams in place, along with dedicated resources,to permanently manage our ongoing business continuity effort. In addition to a Bank-wide Business Continuity Planning Office overseeing our preparedness at an organizational level, each primary Wells Fargo line of business has its own team in place to ensure preparedness at the business level. Our senior management team is required to review and approve each business continuity plan on an annual basis. In addition, certain components of our tests are regularly reviewed by both internal auditors, as well as external regulators, as required. Wells Fargo Bank N.A. 8 57 In the event that a formal disaster recovery plan has been invoked, impacted customers will be notified,to the extent possible, by their existing relationship team. Wells Fargo's business continuity plans include having you communicate with the same team members that you do today, enabling you to connect with the same people familiar with you and the City's overall relationship with Wells Fargo. There are no "new" contacts in the event of a disaster or emergency. A key partner in regard to our problem resolution and escalation process is Wells Fargo's Treasury Management Client Services team (TMCS).Three sister-site locations are in place in: San Francisco, Los Angeles and Minneapolis, geographically situated in order to support each other as needed. Sites are geographically dispersed in order to minimize potential disruption due to interruptions within a specific geographic region. Problem resolution and disaster recovery solutions include, but are not limited to: a)the automatic re-route of phones;b)transfer of staff between sites; c) reallocation of work-in-process; and d) re-routing of fax lines as needed. 6. Provide a proposed timeline for implementation of the contract including activities and responsibilities of the City and the Bank. Because the City is currently a Wells Fargo customer, you already have many of the requested services in place. Provided below, however, is a draft of an implementation plan for services similar to those you require. Upon award, we can customize this draft to include any new services we will provide. The chart below illustrates the core components necessary to implement banking services. The critical "time-sensitive"tasks are those related to testing of files for ACH and Positive Pay. At the completion of each implementation,we conduct a quality review and survey. Throughout your relationship, we will provide training for banking services as needed. -ACTIO_N:ITEM ASSIGNED TO . -STATUS/COMMENTS:. :-LEGAL AGREEMENTS' Provide Contract Package to City WFB Provide Contract for Deposit of Moneys WFB Negotiation of Documents City/WFB ACCOUNT SET UP=� • . Provide account number WFB Provide completed signature cards City Provide MICR specs WFB Receive supplies-check for accuracy City Deposit Slips(#),Endorsement Stamp(#), Wells Fargo Bank N.A. 9 58 ACTION ITEM ' . - ASSIGNED TO -STATUS/COMMENTS Deposit Bags(#) Statements and Notices contact City Account Analysis review WFB Open account WFB SWEEP SERVICE : Determine sweep and set up account City DEPOSIT SERVICES', Identify Deposit Method for All City Locations City/WFB Desktop,Branch,Cash Vault Cash Vault and Change Orders Requirements City/WFB Introduction to local store manager/night drop set-up WFB Provide Instructions to Armored Car Provider City Wells Fargo to provide sample letter Establish Return Item Instructions City/WFB Reclear all-CEO Return Item Imaging Establish File Limit City/WFB Gather information and prepare setup docs City/WFB , - ACCOUNT RECONCILIATION/POSITIVE PAY: Provide file specs to City for ARP file layout and WFB transmission(include third-party providers) Account set-up forms City/WFB Paid Check and Outstanding reports via SFT to Optional Report-Requirements/Frequency City City(stacked file) Select transmission method City SFT Provide transmission request form WFB Request Transmission IDs WFB Create check issue/positive pay test file City Test file transmissions(issue file and optional report City/WFB file) Provide results of check issue/positive pay test file , WFB Request moving transmission IDs to production WFB Verify first check issue/pos pay file in production City/WFB - - WELLSIMAGE CP-ROM Provide test checks City Gather information and prepare set up forms City/WFB Deliver viewing software WFB Installation and training WFB Monitor service until first CD-ROM of paid checks WFB received ACH SERVICES Provide ACH File Formats WFB Gather Information and Prepare setup docs City/WFB Discuss Transmission Requirements with Client WFB Create test ACH file City Test files with CStart City/WFB Provide results of test files WFB Request moving Transmission ID to production City Verify first ACH file in production WFB Employee Banking Program City/WFB ACH FRAUD FILTER Identify any authorized debits-PERS,State and Gather information and prepare setup docs City/WFB Fed taxes,etc. Wells Fargo Bank N.A. 10 5 9 ACTION ITEM• ASSIGNED:TO STATUS/COMMENTS -- Add ACH Fraud Filter to accounts WFB Review period/stop option City/WFB 30 day review period-any exceptions will be sent to City for decision Finalize ACH Fraud Filter set up WFB ONLINE BANKING SERVICES Services: Information Reporting,Stop-Images- Search,Online Bank Statement,ARP File Gather information and prepare setup documents City/WFB Conf/Event Messaging,ARP Reg Maint, Image Positive Pay,Wires,Self- Administration TRAINING Identify Training Requirements On-site training dates,webinars,one-on-one training,user manuals Group training by banking service category System documentation manuals,CDs,etc. GO LIVE!!! City/WFB 7. What differentiates your service from other providers? One of the biggest challenges associated with selecting a cash management services provider is understanding what differentiates one service provider from the others. This understanding is important because it allows you to select the service provider that is best suited to your needs. In general, one of the biggest differentiators between Wells Fargo and other cash management providers is that we've taken a leadership role in using technology to improve service delivery. Wells Fargo leverages information systems to automate routine and repetitive processes, streamline information flow, and in general,to simplify how easy it is for your staff to use our services. We're widely recognized in the financial services industry for the quality of our customer service. Our strategy of integrating technology into routine processes has been effective as evidenced by our ratings in the 2006 Phoenix-Hecht Large Corporate Quality Index survey. Our customers gave us"A+"ratings in all categories for controlled disbursement, wire Transfer,ACH, depository and information reporting services. Listed below are specific examples of our capabilities for the requested services that differentiate us from other service providers. Wells Fargo Bank N.A. 11 60 Information Reporting Wells Fargo was one of the first banks in the United States to offer web- enabled treasury management services and we have developed a comprehensive knowledge and experience in web-based servicing.More important is our position as a nationally recognized leader in the Internet banking arena. In 2005, Global Finance magazine named Wells Fargo: • Best Corporate/Institutional Internet Bank • Best Corporate Web Design • Best Corporate Integrated Website • Best Information Security Initiative Also, Wells Fargo was winner of the 2006 Global Finance award for "Best Integrated Corporate Bank Site." Our Commercial Electronic Office (CEO)portal provides secure, single sign-on access to our Treasury Information Reporting application as well as a suite of other commercial banking services, including treasury management, credit and loan, international, and trust and investment services.No other U.S. bank offers such a broad range of commercial banking services through a single sign-on portal. Wells Fargo is also one of the nation's leading e-commerce banks and our Electronic Commerce Services provide state-of-the-art systems that integrate seamlessly with our customers' ERP and treasury workstation systems. Wire Transfer At Wells Fargo, we understand the importance of speed and efficiency in initiating wire transactions. Unlike other banks, we believe that wire transfer is more than just a commodity product. With a single processing platform, state-of-the-art transaction initiation system, security, and service quality, we believe that we are the best wire transfer provider for the City. Single Processing Platform Wells Fargo uses one platform throughout our territory. This integrated, nationwide wire transfer processing platform uses the latest IBM pSeries 670 hardware and scalable Unix-based AIX/IntraNet software. We can configure our system to handle as much as ten times our current processing load within very short timeframes. We can offer the City virtually limitless capacity demand increases. Wells Fargo Bank N.A. 12 61 We have one of the most robust disaster recovery capabilities of any wire transfer service provider.For protection against disasters, we employ redundant wire transfer hardware and software facilities in Colorado, Oregon, and Arizona. We continuously log all wire transactions to the remote backup site on a real-time basis. The alternate hardware and software can be activated in minutes without any loss of data in the event of a disaster or system failure. We also have foreign exchange wire transfer offices in California and New York to provide backup wire transfer processing in the event of loss or disaster at any of our operational centers. Secure Transaction Initiation Systems With Wells Fargo's transaction initiation systems, our customers are able to initiate wire transfers and receive reporting on incoming and outgoing wires via the Internet, CPU-to-CPU,touchtone telephone, voice telephone, standing orders, and in-person branch visits.Most of our corporate customers use two complementary channels to initiate and record wire transfers. Commercial Electronic Office (CEO)Internet Portal Our primary customer access channel, supporting 70% of our corporate customers,the CEO portal provides a single point of access to a full suite of treasury management and other financial services. The CEO Wire Transfer service provides highly secure, flexible, and streamlined online transaction initiation capabilities. Electronic Commerce Services Our Electronic Commerce Services (ECS)provide a direct link with your enterprise resource planning(ERP) or treasury workstation system. Our Payment Manager®service, as part of our ECS offerings, allows you to transmit files to us directly from your payables system. Our ECS system then initiates your payments in the required formats, both electronic and paper. We transmit detailed transaction information that you can use to automatically update your payables system. Security The Commercial Electronic Office(CEO)portal uses industry-standard 128-bit Secure Sockets Layer(SSL) encryption and requires use of a Company ID, User ID, and Password to authenticate the City's users.For wire transfers,the portal requires strong(two-factor) authentication using RSA SecurID®cards.The City's users must possess an RSA SecurlD card and enter a pass code,which is generated by the card after the user enters a User PIN. Wells Fargo Bank N.A. 13 62 During login, or when users upgrade to strong authentication to initiate transactions, passwords or token pass codes are masked for security reasons.All passwords are encrypted and stored on our servers using one- way hashing. Customers using ECS connect to the Bank via the Internet using our Secure File Transport(SFT) suite of protocols or various Connect:Direct options. We support https,FTP/S, S/FTP and AS2 Internet protocols and Connect:Direct with Secure+. ACH Services Wells Fargo has long recognized the operational advantages that ACH can provide. As a result, we made an early, strategic commitment to developing tools and applications that take advantage of its capabilities. Listed here are some of the important things that differentiate our Global ACH Services from those offered by other service providers. State-of-the-Art Processing Systems Our state-of-the-art, proprietary ACH systems are developed and maintained in-house. Designed to be inherently scalable,these systems can accommodate both your existing transaction volume as well as your volume increases.The system provides continuous processing, 24 hours a day, seven days a week, with extended deadlines and no processing window restrictions. Electronic file confirmations are provided within 15 minutes of receipt of your files and files can be warehoused for up to 45 days before the effective date.This system sets the industry standard for both functionality and reliability. Multiple Delivery Channels The City can originate and transmit files to us using a variety of methods. Direct originators can transmit files over the Internet using our Secure File Transport suite or Connect:Direct. Customers who can't create NACHA formatted files on their own systems can use our Commercial Electronic Office(CEO) Internet portal to create and submit their ACH files.The Treasury Information Reporting system within the Commercial Electronic Office(CEO) portal also lets you access a comprehensive suite of ACH reports. This flexibility lets you select the delivery channel best suited to your needs. Early Settlement of ACH Credits We provide early notification of ACH credits to receiving banks. This ensures memo-posting and check-cashing ability for your payees. We also Wells Fargo Bank N.A. 14 63 offer flexible processing windows for late and emergency settlement needs. Advanced ACH Debit Screening Services Our system automatically screens ACH debit items for valid transit routing numbers and active credit union relationships. Through our MICR Split service, we screen files for debit transactions that belong to non- ACH member banks.These items are split off and converted into pre- authorized checks. Through our Credit Union Conversion service, we automatically correct routing transit numbers so the transaction goes directly to the credit union rather than the payable-through financial institution whose ABA number appears on the consumer's voided check. To assist you in updating your database, we send you a notification of change with the correct routing transit number. This helps to ensure accuracy and minimizes posting errors. Industry-Leading Return Services Our proprietary ACH system enables us to automatically match 99.6%of returns to original Global ACH transactions and deliver a consolidated electronic return notification report to you early in the day. We also offer automatic redeposit of non-sufficient funds (NSF) returns and automatic return dishonor for untimely returns, duplicate returns, and transaction code mismatches. If you originate ACH debits, we can provide Return Item Analysis Reporting to help you determine reasons for returns and improve performance. Electronic Consumer Collections With this service, you can consolidate payments you receive from third- party Internet bill payment services and receive electronic files of payment information instead of paper check and lists. Competitive Pricing We offer highly competitive, bundled pricing.This keeps your account analysis simple because no additional Federal Reserve fees are passed through to you. Controlled Disbursement Perfect Presentment®Positive Pay Offered in conjunction with our Van Wert, OH controlled disbursement point, our Perfect Presentment Positive Pay service is unique among organizations that offer otherwise similar positive pay services. Specifically,Perfect Presentment Positive Pay is a true intraday service. Wells Fargo Bank N.A. 15 64 On the day of presentment, before items post to your account,we identify all stop payment items and positive pay exceptions. We also correct exceptions due to encoding errors. Consequently,we only report true, unresolved Positive Pay exceptions to you for pay/return decisions. The result of this unique approach is that your daily funding totals accurately match your posting totals. Teller Positive Pay and Real Time capture of Issue files Most banks that offer disbursement services also offer positive pay services. The problem is that most do not offer real time updates.This can be a problem if an item is presented for encashment before the positive pay issue file is updated and made available to tellers. At Wells Fargo, your positive pay issue files are captured and loaded to our ARP system every 15 minutes, from 8:00 a.m.through 10:00 p.m. CT. Bank tellers then have access to this information within 30 minutes.The result is that our tellers always have access to the most current positive pay information,thereby providing you additional protection against check fraud. Event Messaging for Positive Pay and Controlled Disbursement At Wells Fargo, we understand you want access to your positive pay exception reports and controlled disbursement reports as quickly as possible.Therefore, we configured our systems to immediately notify you, by email or fax, whenever a report is available. This makes it easier for your staff because they no longer have to periodically check to see if a report they need has been published. ARP Stop Payment Transmission Though relatively rare, there are circumstances when a stop payment order has to be issued for a batch of checks. The problem with the stop payment submission systems that most banks provide is that they require you to enter stop payment information manually, one at a time. Wells Fargo offers a more efficient alternative. Our Stop Payment Transmission service allows you to transmit an issue file containing stop payments orders for a batch of items. This not only makes it easier on your staff, it also allows the stop payment orders to be submitted more quickly. This decreases the likelihood that a check will be presented before the stop payment order takes effect. Wells Fargo Bank N.A. 16 65 Image File Import When your staff receives an inquiry from a payee, they frequently need to view a check image before they are able to respond. It's important, therefore,that they have easy and quick access to your archive of checks, including checks that have just been presented. Wells Fargo's Image File Import tool solves the problem by providing you daily transmissions of paid check images and associated index information. These images are transferred by a Secure File Transport mechanism, and are available for downloading as early as 10:00 a.m. CT. This service lets your staff access company archives easily, find check images quickly, and respond to customer inquiries promptly. 8. How do you plan to keep this product current and competitive? The City wants to be certain that the bank you select is able to provide you with the cash management services that you need today. But you also want to be sure they have a formal development plan that will address your needs going forward. Wells Fargo takes a proactive view of product development. Perhaps most important, our product development plans are driven largely by the feedback we receive from our customers. Product Development We produce product development plans every year. These development plans are shaped in part by regulatory or market changes, and in large part by customer needs. We capture customer feedback using a variety of tools. For example,we periodically perform usability studies.This involves using a professional interviewer and videotape equipment to capture how customers are actually using our information tools.These studies are invaluable.They provide us with unique insights into user behavior. Over time,this has allowed us to refine and streamline our processes and user interfaces. In addition to usability studies,we also conduct monthly Delivery Councils. Consisting of 10 to 12 customers who are located in a particular region, these daylong sessions give us the opportunity to hear about client needs directly from our customers. This is an important tool for identifying and prioritizing new products or new functionality for existing products. Wells Fargo Bank N.A. 17 66 New Services and Service Upgrades Listed below are some of the new services and services upgrades, recently or soon to be introduced, for the services described in the following sections of this proposal. Depository Services Wells Fargo is constantly working to provide new services to our customers. One of these is our Desktop Deposit®service.This service provides customers with the ability to present check deposits to the bank electronically through our online Internet portal called Commercial Electronic Office(CEO). Our Desktop Deposit service is an effective way to reduce the number of trips that your staff has to make to the bank. It also allows deposits to be completed more quickly. As a result of a NACHA rule change, Back Office Conversion of paper checks became available as of March 16, 2007. Currently offered with Desktop Deposit, we plan to expand the service throughout our cash vault and banking store networks in May of this year.Now you can achieve the benefits of ACH check conversion including faster collection of funds and improved collection of returned items without changing your deposit process. Wells Fargo offers a way to efficiently incorporate Back Office Conversion(BOC) into your operations. The City just has to deliver your cash and check deposits to a Wells Fargo cash vault or banking store. Wells Fargo takes it from there. We will designate your account for BOC processing and we will automatically clear the eligible items through the ACH network, and the others through image exchange or as Image Replacement Documents (IRDs). In other words,there is essentially no change required on your end. In addition to our Desktop Deposit service and Back Office Conversion, we are currently implementing, or in the process of developing,the following service enhancements: • Internet delivery of deposited check images through the Commercial Electronic Office (CEO) portal. • Internet delivery of return item images and online decisioning of returned items via the Commercial Electronic Office(CEO)portal. • Electronic collection of returned items through our Electronic Returns service. Wells Fargo Bank N.A. 18 67 Information Reporting The City needs an Information Reporting system that can adapt to changes in processing and the banking system. Because the Commercial Electronic Office(CEO) portal is Internet-based rather than Windows-based, it offers a shorter development time. We can upgrade the system quickly, making changes available to you immediately rather than through inefficient and cumbersome distribution of downloads, CDs or patches. As a result,we can keep up with the ever-changing banking environment. Not only does Wells Fargo have the resources to respond to technological advances in the banking system,we actively solicit feedback from our customers as we plan new upgrades.Through a formal CEO portal customer feedback program,we use focus groups, customer visits, executive meetings and surveys to collect customer comments and suggestions. To date, we've gathered more than 2,500 ideas and suggestions and over 750 of those customer comments have already been incorporated as product enhancements.Also,we have six customer advisory boards focused on treasury management that meet twice a year to discuss ideas and plan new product enhancements. New CEO portal services we've recently introduced, or expect to introduce in 2007, include: CEO Workstation The CEO Workstation platform is an online, easy to implement and affordable treasury workstation designed to assist business customers with their treasury operations. Our initial offering will include Cash Positioning and Cash Forecasting tools that will provide the following key benefits: • Global view of cash position in multiple currencies with ability to convert to a single currency • Pre-populated bank data from both Wells Fargo and other bank accounts • Display of information tailored to your organizational account hierarchy • Forecasting tools, including a Report Card with variance analysis to help improve the accuracy of cash forecasting • Journal Entry Export capability allows user to create and export journal entries based on the information within CEO Workstation platform Wells Fargo Bank N.A. 19 68 Online Activation Motivated by customer feedback, Wells Fargo introduced the ability to activate many Commercial Electronic Office(CEO) portal services online without the use of cumbersome forms. Event Messaging Wells Fargo offers Event Messaging that notifies users about important banking events. Currently, event messages are available for the following events: ACH Fraud Filter, ARP Register Maintenance, Image Positive Pay decisions, Statements and Notices, Controlled Disbursement totals, incoming and outgoing wires, intraday balances and wire transfer events such as a wire awaiting approval. Enhancements to this service for 2007 include: Returned Items notifications, ACH received items, ACH returns/NOC and Password expiration. Wire Transfer It's important the bank you select to provide you with wire transfer services has the ability to anticipate and meet your changing needs. As we have upgraded our system,we asked our customers what they wanted. Customer feedback has been a key driver in the success of the Commercial Electronic Office (CEO) portal, which supports over 70% of our commercial customers.As mentioned in the Information Reporting section above, through a formal CEO portal customer feedback program, we use focus groups, customer visits, executive meetings, and surveys to collect customer comments and suggestions.An internal CEO portal Delivery Council meets twice a year to review customer feedback and plan new product enhancements and directions. We also use product usability and research laboratories to ensure that new services truly meet customer needs. During the development process, our customers use our lab to test new applications for ease of use and functionality.This allows us to identify and fix any user problems or shortfalls early on in the product development process. We do not roll out new products until our usability and research lab has addressed all identified issues. ACH Services We were the first U.S. bank to offer a public gateway for ACH outside the United States, MICR Split, credit union conversion, and automated return services. This level of innovation reflects our commitment to ongoing development. Wells Fargo Bank N.A. 20 69 Listed here are some of the ACH service enhancements that we recently released or are in the process of developing: Expanded Global ACH Services We are continually expanding our ACH payments capability outside the United States. PayCard PayCard provides an ATM card and direct deposit solution for employees who don't have bank accounts. You assign employees PayCard accounts. Each payroll period,you fund these accounts as part of your regular direct deposit transmission. Your employees can then use their PayCards to access their pay at any Wells Fargo or Visa®ATM. Internet ACH We've added new functionality that enhances your ability to access ACH information over the Internet.This includes the ability to create multiple batches and export data. We've also enhanced security administration to make it easier for you to manage security profiles. Controlled Disbursement Wells Fargo is preparing to implement a new check authentication service for checks presented to national retailers and check cashing firms. As a part of this new service, we would provide a file containing our customers' stop payment orders and positive pay register files to a third party check authentication vendor.This information will then be used to validate the authenticity of your payroll checks being presented for encashment. Wells Fargo is also developing a system that will integrate and present electronic check conversion and presentment information along with check,ACH, and wire transfer transactions. Customers will be notified when this system is released. Between our approach to product development and the new services that are already in development,the City can be confident that the services we provide will satisfy your requirements both today and in the future. Wells Fargo Bank N.A. 21 70 9. Please describe the training opportunities that will be provided or are available to City staff. An important part of service implementation involves determining what educational materials and training are required. Some services and individuals, for example, may require onsite training whereas others may only require written instructions or a telephone conversation. By taking a customized approach to implementation and training, Wells Fargo ensures that the City's staff receives the training they need and are prepared when their new banking system goes live. Wells Fargo's Training Program Wells Fargo recognizes the importance of having customers feel comfortable and confident using our services from the very first day. To help us achieve this goal,we utilize the services of an internal team of training professionals to develop online, cutting-edge learning solutions for our customers. Listed below are several of the training options available to the City: • On-Site Training: This will be the primary training method used during the City's initial training phase. Our Implementation team will work with you to develop and deliver a customized program that focuses on how to navigate through our Internet portal, use your new services and make the most of your new electronic banking system. Other educational topics could be incorporated into these training sessions as necessary. • Instructor-led Programs via the Internet: These training sessions are sometimes called"Webinars."During these learning sessions, City staff will dial into a conference call while following an interactive Internet presentation at the same time.Attendees may ask questions of the instructor, find solutions to their unique issues, and interact with other users. • Online Tutorials: These on-demand, pre-recorded training modules are available on Wells Fargo's Internet portal,the Commercial Electronic Office(CEO). This type of training offers the flexibility for City staff to do training whenever it is most convenient for them. Online tutorials are especially useful for training new hires or individuals learning a new job.These audio/visual recordings are available 24 hours a day, 7 days a week. Wells Fargo Bank N.A. 22 71 Customer Service: Although we provide many online training tools, our goal is to always provide superior customer service and add a personal touch to our training. Your dedicated Client Service Officer is always available to walk you through the CEO portal and answer questions regarding usage of your new banking services. Other Support In addition to the training tools noted above,the bank offers other educational resources: ■ Electronic Payments Conference: Wells Fargo Bank hosts an annual Electronic Payments Conference exclusively for our customers. We offer this conference at no charge. Particular emphasis is placed on the use of technology and customers will be presented with a variety of electronic products and service enhancements that will help reduce costs and increase efficiencies in the manner in which business is conducted. • Help and Training Link in the CEO portal: Our Internet portal includes access to a self-help site that incorporates frequently asked questions and online training. From here,you can access our online, interactive tutorials and sign-up for instructor-led online training classes ("webinars"). • Technical Support: Treasury Management Client Services is the primary unit responsible for technical service. Within Client Services, a dedicated Technical Support Group is available to assist with technical issues that your dedicated Client Service Officer may not be able to resolve. • User Manuals: These handy reference guides will be supplied to you during the implementation process. 10. Provide a copy of all the agreements (even if not directly referenced in the RFP), which will be required to be executed under this contract. As a current customer of Wells Fargo,the City of Pearland has copies of our legal documents related to the services you currently use. In the Attachments section of our response, we have provided copies of legal documents that have been updated since your relationship was established, as well as documents related to services that you don't currently use, but might consider in the future. Wells Fargo Bank N.A. 23 72 11. Provide information describing your security measures to prevent and detect fraud,including unauthorized electronic and non-electronic transfers, and the measures taken to protect the integrity of computer banking services and internal computer systems. It's important to the City that your bank provides fraud prevention services to safeguard your accounts against unauthorized transactions. It's also important for you to know that we take the necessary steps to protect your account information both when we communicate with you electronically, and within our systems and facilities. Fraud Prevention Services Wells Fargo provides a variety of fraud prevention services for both paper and electronic transactions including: Positive Pay at the Teller Line Wells Fargo believes Positive Pay is a critical risk control service that all disbursement customers should use. As a result, Wells Fargo has fully integrated its Positive Pay file with the bank's teller system.This integration enables our tellers to verify that an issue is on file before an item is cashed, helping to reduce potential fraudulent activity on your account. Because Wells Fargo's Positive Pay service is fully incorporated into our teller system, it is imperative that the bank receive your issue files prior to distributing the checks to your payees. Issue files are captured and posted to the ARP system every 15 minutes from 8:00 a.m.through 10:00 p.m. CT.to ensure we have the most recent information on checks you have issued. Payee Validation at the Teller Line This enhancement to our Positive Pay process allows our tellers to validate the payee name on the presented check to the payee name on your issue file prior to encashment. This means that if an item with an unmatched payee name is presented for encashment, it will be identified before cash is paid out,helping to reduce potential payee alteration fraud activity on your account. This service requires that you include payee name in the register file that is transmitted to the bank. Wells Fargo Bank N.A. 24 73 Payment Authorization Service Take control over checks that clear your accounts or are cashed at our teller windows with this free service.Payment Authorization Service prevents any checks from posting to a depository-only or electronic-only account. You can set a maximum dollar limit for checks clearing each account, prevent checks payable to individuals from being cashed at our teller windows, and limit over-the-counter cash withdrawals from your accounts by your employees. ACH Fraud Filter ACH Fraud Filter is a monitoring service that will continue to protect your accounts from payment of unauthorized ACH debits or credits. You can choose between two processing options: stop or review. The preferred method is the stop option. • Stop Option: ACH transactions presented against your accounts, except those you have pre-authorized, are stopped and returned to their originators automatically. • Review Option: ACH transactions are presented for your review. You have until 7:00 p.m. CT the business day after an item is presented to notify us if you want it returned unpaid. You may pre- authorize specific transactions for posting to your account. The City can be notified of unauthorized ACH transaction information by email or fax through our Event Messaging service or online through our Commercial Electronic Office business portal. CEO Portal and Data Transmission Security The City uses both the CEO portal and direct transmission to communicate with Wells Fargo. We have taken measures to protect your information regardless of which communication method you use. Commercial Electronic Office (CEO)Portal Security Using the Internet to access your financial data offers many advantages; you can access the information from virtually anywhere and at anytime. And with the exception of a browser,there's no software to install or maintain. Despite these conveniences, applications that use the Internet are at risk if the appropriate security measures are not in place. Wells Fargo Bank N.A. 25 74 The Commercial Electronic Office (CEO) portal offers comprehensive, multi-level security to protect your data from unauthorized access. For example, when users access the CEO portal,they must sign on with multiple identifiers, including company ID, user ID, and their private password. Further, a"token"pass code is required whenever users make certain types of transactions. These token pass codes are created using a user-selected PIN and an RSA SecurlD token card. This provides another layer of protection for sensitive systems. One of the common risks associated with accessing online portals, especially from publicly used computers, is that the browser will record certain information.This makes it easier for someone to access your information. The CEO portal addresses this problem by preventing the browser from storing account information and transactions. This means that a non-authorized user cannot use a browser or computer that you've used to gain information about you or your accounts. In addition to securing system access,the CEO portal also ensures that unauthorized personnel cannot eavesdrop on information you view online. The CEO portal only works with browsers configured with 128-bit Secure Sockets Layer(SSL) encryption.This sophisticated encryption is one of the most advanced available, and effectively prevents unauthorized users from seeing information that you transfer. This comprehensive approach to security provides authorized users with easy access to your information,while at the same time preventing unauthorized users from accessing the system or eavesdropping on your information. Data Transmission Security You can protect the confidentiality of the data you exchange during your treasury management activities with Wells Fargo's Secure File Transport (SFT) managed file transfer solution. SFT provides a choice of secure, efficient and economical ways to exchange data via the Internet. State-of- the-art security features protect your files and data no matter what connection option you choose to send and receive files to and from Wells Fargo. The SFT suite of services includes: HTTPS: HTTPS is an industry standard that creates a 128-bit encrypted SSL session for Internet communication.Authentication is done with a User ID and password, or a digital certificate. Wells Fargo Bank N.A. 26 75 FTP/S: FTP/S is a standard protocol for transferring files over the Internet securely with SSL encryption. Wells Fargo supports the RFC 2228 standard for SSL encryption.Authentication is done with a User ID and password, or a digital certificate. AS2: AS2 (Applicability Statement 2) is an enhanced file transfer standard the uses HTTPS protocol and SSL for session encryption. AS2 uses digital certificates as a means of authentication. S/FTP: S/FTP is a standard protocol for transferring files over the Internet with SSH(Secure Shell)Authentication is done with a User ID and password. Internal Wells Fargo Security Physical and Environmental Security Wells Fargo has policies and controls that address the physical and environmental security of all of its facilities.The computing environment which supports the products and services offered by_the Wholesale Bank are maintained in data centers that Wells Fargo owns and operates.The data centers are un-marked, non-descript facilities that are located in geographically disperse locations throughout the country. Examples of the type of physical security controls include cameras, guards, mantraps, biometric identification and locked storage for critical network components. From an environmental perspective Wells Fargo Data Centers have fire and smoke detectors, alarms/extinguishing agents, UPS devices/generators and raised floors. Information Security For 155 years, Wells Fargo has stood as a symbol of safety and protection amid an ever-changing world.And we want to assure you that our mission has never been stronger.Information is a corporate asset requiring protection commensurate with its value. Measures are taken to protect it from unauthorized modification, destruction or disclosure whether accidental or intentional, as well as to ensure its authenticity, integrity, availability and confidentiality. Other product specific information is available upon request. Wells Fargo Bank N.A. 27 76 Network Communications Wells Fargo has policies and controls that provide reasonable assurance that data traversing the network is secure and data integrity is maintained. The network is maintained by Wells Fargo staff in Wells Fargo owned data centers. The network design incorporates a DMZ. Proxy based firewalls separate the Internet from our Web Servers, and the Web Servers from the application and data base servers. Firewalls prevent unauthorized packets from entering Wells Fargo's secure network without proper credentials. All web-traffic is stopped at the firewall and inspected prior to being allowed into the Wells Fargo internal network. Web Servers are hardened by turning off all unnecessary services that are automatically turned on at time of production and shipping. Examples of other controls include: ■ Data transfer security includes use of SSL for communications between the client browser and Wells Fargo servers. ■ Wells Fargo's Security Operations Center is responsible for monitoring CERTs and vulnerabilities related to network exposures. • "Broadcast" scans are conducted on a daily basis covering the entire Wells Fargo enterprise. Broadcast scans search for specific vulnerabilities such as CodeRed,NIMDA, etc. • "Targeted" scans against specific servers within the enterprise are conducted on a routine basis and scan for multiple security vulnerabilities such as those found in the SANS Top20. 12. Complete and submit Conflict of Interest Questionnaire (Attached) We have attached the completed Conflict of Interest Questionnaire to our response. Wells Fargo Bank N.A. 28 77 Bank Depository Services Services Requested or Considered. Additional information to be included in the proposal will be noted. Supply answers in the same order. Please reference your answers with corresponding number. For example: A(b). A. Standard Disbursing Services—Standard disbursing services for all accounts are required to include the payment of all City checks upon presentation. No funds may be withdrawn from the City's depository except which have been approved and signed by the appropriate authorities as designated on signature cards, agreements, or through other means. NSF Checks Received by City Under the contract,NSF checks paid to the City are to be automatically re- deposited for collection. Complete information must be provided on all NSF returned items including name and reason for return. The City wants the option of the second presentment to be made by ACH to targeted dates for maximum collection potential. Wells Fargo has reviewed and can comply with the above requirements. a. Describe the bank's current NSF process. At Wells Fargo, our standard return item processing includes automatic re-clear of all first-time NSF and uncollected items under$300. Return items and advices are forwarded to your statement address. We make one summary debit per day, and returns are always debited to the account where they were originally deposited. In addition to standard return item processing, we also offer optional services, some of which may require additional fees. • Automatically redeposit all first-time returned checks up to your specified dollar limit. • Mail the advice to an address other than the statement address and/or mail a copy of the advice to a different address. • Separate debits for each return item vs. one debit for multiple items. • Chargeback of items to an account other than original depository. • Telephone notification on choice of all return items, return items over a specified amount, and re-cleared items only. Wells Fargo Bank N.A. 29 78 • Data transmission of returned item information, including keyed information such as maker name, phone number, address, etc. • Daily online reporting via the CEO Treasury Information Reporting System, including keyed information such as maker name, phone number, and address. b. Are checks automatically re-deposited? When? How many times? At Wells Fargo, we offer two services to automatically redeposit checks: Standard Redeposit Service and Electronic Returns. Standard Redeposit Service With our Standard Redeposit Service, items returned for non-sufficient funds (NSF) are automatically re-deposited once. You may specify the dollar limit at which items are to be re-deposited. You can also choose to have either none or all items re-deposited. Images of returned items are available through our online Commercial Electronic Office portal. Electronic Returns Our Electronic Returns (RCK) service provides a highly automated process for electronically re-presenting checks returned for non-sufficient funds. The way the system works is to convert the returned check to an electronic ACH debit. This not only increases the collection rate, it also allows you to collect the funds more quickly. Our Electronic Returns system automatically makes two re-presentments instead of the usual one. This is an important consideration. A second re- presentment gives you an additional chance to collect on returned checks thereby increasing your collection rates. NACHA rules dictate when and under what circumstances a check can be converted into an ACH debit.During the implementation phase of this project,we will help you to understand the procedures and restrictions that govern this service. Also during implementation, you choose whether the original returned checks should be mailed to you on the day we initiate the first ACH debit or after final check disposition is determined. In compliance with NACHA rules, we retain images of checks that have been converted into RCK entries for seven years from the settlement date. Whichever service you choose,the ability to automatically re-deposit returned checks will help to increase your collection rates and minimize the number of checks that have to be collected manually. Wells Fargo Bank N.A. 30 79 c. How and when is the City notified of return items? Is notification made electronically or by paper? The City can receive both intraday and previous day returned items reports through the Commercial Electronic Office (CEO) portal. The reports include both paper and electronic returns.The reports provide date received, status of the return, a unique reference/batch number,the consumer's account number and routing number, check number, check date, dollar amount and return reason. d. Is the bank capable of processing the second presentment as an ACH with a targeted presentment date? Describe in full. Yes. We allow our RCK customers to choose the timing of re- presentments. Your options for timing first and second re-presentments are: ■ Elapsed number of business days (one to nine) • Day of the week(select any weekdays-up to five days) • Date of the month (select up to five dates) Re-presentment parameters for first and second presentments are chosen separately, so for example, you may choose to have your first re- presentment occur immediately,within one or two elapsed days, and then "time" the second re-presentment to coincide with a payday, e.g. a Friday or a Monday or the 15th or 30th of the month. Your account will be credited for successfully collected items based on your re-presentment parameters. We find it typically takes four days to ensure that the represented item will not be returned again. e. Is the NSF information,image, or occurrence available on-line? When and how? How long is it available online? Yes. Wells Fargo offers comprehensive and integrated reporting of returned items through the Commercial Electronic Office (CEO) portal. CEO returned items services include: CEO Online Decisioning, Intra-day and Previous Day Reports and Event Messaging. To make it easy for your staff to research items, returned item images are stored online for a period of 90 days for access through the CEO portal. Wells Fargo Bank N.A. 31 80 We archive images for seven years. You can obtain images of older items either by accessing our Stops-Image-Search service through the CEO portal, or you can request images by contacting your Client Services Officer, Mercedes O'Brien. B. Standard Deposit Services—Standard commercial deposit services are required for all accounts. The City currently utilizes an armored car service to transport and deliver the daily deposit.Deposits are typically picked up by 8:30 am. Branch teller walkup would be minimal,if at all. Deposits are batched with tapes attached. Bank must accept mixed deposits containing cash, checks,and coin. The City currently does not encode checks. All deposits,in-coming wires and ACH's, maturity of investments and coupons,etc. received by the bank by 4:00pm must be processed and given same day credit,subject to the bank's availability schedule. Wells Fargo has reviewed and can comply with the above requirements. a. What is the bank's daily cut-off time to assure same day ledger, and-pending availability- collected credit? Will this vary by location (lobby,teller,vault)? Ensuring optimal cash flow is one of the most important parts of the treasury management process. That's why it's so important that you understand the bank's deposit deadlines. Ensuring that deposits are made in a timely manner will maximize cash flow and speed your access to the funds you deposit. ■ For night depository, branch, and ATM branch deposits, deadlines are the same whether the deposit contains cash, checks, or both. Deposits on weekends and Federal holidays receive next business day credit. During normal business days, deposits are credited the same day if they are received by the deposit deadline. Your local banking store will provide you with their deadline. • The deadline for night depository deposits is 6:00 a.m. CT, Monday through Friday. • The deadlines for ATM and branch deposits are 4:00 p.m. CT, Monday through Thursday, and 6:00 p.m. CT, Friday. • The deadline for,Desktop Deposit service using the Commercial Electronic Office(CEO) system is 9:00 p.m. CT. For cash vault deposits, different deadlines apply for split deposits (cash and checks on separate deposit slips),mixed.deposits (cash and checks on the same deposit slip), and cash-only deposits. The table below lists deadlines by deposit type for our Houston cash vault in Central Time. Wells Fargo Bank N.A. 32 81 ( 1d .Deposit 1f_Cash Vault Location (Mixed I Check Cash Only :,t Deposits I;Only Deposits I i Deposits Texas Houston 400p,m 11500pm ; 500pm _. i i._ _.e..... ..+ .r.-..+t s..............�.*.=a-.,...0 .... ..mot..-�....._.�.......�... b. Describe how and when credit/debit advices are sent to the City? Is this in electronic or paper form? When an adjustment is necessary, we make separate debit/credit entries for adjustments. We also provide you with adjustment advices, including relevant backup documents, by mail. In cases where adjustments to cash vault deposits exceed $50 we also contact you by telephone to notify you of the difference. For cash vault adjustments,your adjustment notice includes deposit date, declared amount, verified currency total by denomination, and location number(if applicable). For branch deposit adjustments,your adjustment notice will include the amount and reason for the adjustment. In addition to the advices that we mail to you, deposit adjustments are identified on bank statements, in reports made available through our Internet based Commercial Electronic office(CEO)Treasury Information Reporting system, on deposit reconciliation reports, and on detailed transaction file transmissions. Optionally, cash vault reporting is also available via the Internet, fax, or e-mail. c. Are dual verification security measures used on receipt of deposits? (Teller and vault processing.) At Wells Fargo, we recognize that our customers don't want to wait in long lines at our bank branches. Therefore, we've taken a number of steps—including post verification of deposits—to minimize the time involved in making branch deposits. For customers who take advantage of our post-verification services, we designed a unique,two-section deposit bag called the Treasury Express Deposit°bag. Designed to be both disposable and tamper-evident, the City staff inserts cash in the top section of the bag, and checks and your deposit ticket in the bottom. When you present the bag at the teller line, Wells Fargo Bank N.A. 33 82 the checks and deposit slip are removed, and the City is given provisional credit for the full amount of the deposit. The cash portion of the bag is stored in a secure location for verification at a later time, either at the branch or at one of our cash vaults. Deposits that are verified at the branch are processed under dual custody. Deposits that are verified in a cash vault location are processed under extensive video coverage in a team custody environment.During each step of the delivery, logging, and verification process, cash vault deposits are tracked through an automated operating system that allows for blind verifications. Final verification of deposits and adjustments takes place within 72 hours. Adjustment notices, if necessary, are mailed to an address you specify when you implement the service. In the event that a deposit requires an adjustment that exceeds $50, a bank representative will contact you by phone to make you aware of the difference. This approach streamlines the deposit process for your employees while also ensuring security of your deposited funds until they are verified. d. State the bank's Availability Policy if it differs from the published Availability Schedule. Once you deposit funds into your account, you want to be able to access those funds as soon as possible. It's important,therefore,that you thoroughly understand the bank's availability schedule so you know precisely when your deposited funds can be used. At Wells Fargo, our availability schedules for paper deposits vary by region, and they are typically reviewed annually to ensure they are consistent with prevailing market standards. In general, though, availability is assigned on an item-by-item basis according to the routing and transit number on the check,the deposit location, and time of day deposited. For customers depositing high volumes of checks and/or pre- encoded checks,we also evaluate the actual volume,type of processing required, the site where the items will be deposited, and the times when deposits are made. On-us items receive immediate availability. On-us items are defined as checks drawn on Wells Fargo bank accounts in the state where the deposit was made. Items drawn on Wells Fargo bank accounts located in other states receive fractional availability. Wells Fargo Bank N.A. 34 83 We plan to begin offering Back Office Conversion at most Wells Fargo cash vaults, including Houston, in May 2007. For customers who take advantage of Back Office Conversion, deposits made at our cash vaults will be processed electronically. We apply a different availability schedule to those deposits, as well as electronic deposits made through other channels, such as the CEO Desktop Deposit service. When NACHA rules changed on March 17th of this year, we began offering Back Office Conversion as an option for expanded network cash vault deposits at our locations in the East, and deposits made via Desktop Deposit. Back Office Conversion allows us to convert eligible items to ACH.Availability for items that are converted to ACH is: Same Day for Wells Fargo Bank checks and One Day for all other Checks. This discussion gives you a general overview of our approach to calculate availability. To address your specific concerns regarding your funds availability, we've attached our preferred availability schedule to our response. e. Does the bank offer expedited availability? If so, describe. Yes. Wells Fargo offers a preferred availability schedule. If we retain the City's depository business,we will begin providing you with preferred availability at the beginning of the new contract term. A copy of our preferred availability schedule is attached to our response. f. Include a list of all the bank's deposit locations and alternatives. Do the local locations receive armored car services? Which locations? Must the armored car deliver to a vault? If so,where is that located? Wells Fargo offers three convenient banking store locations within the City of Pearland. The addresses and phone numbers are provided in the table below. Wells Fargo Banking Store Address '. Phone Number t"1000 E Broadway"Street ; r281=997 0641 Pearland,TX, 77581 . Y 10116 Broadway'Street 1713,-436 81'10 Pearland TX 77581 6302 Broadway Street 1 F 281.997 8953 `Pearland,TX 77584 l • Wells Fargo Bank N.A. 35 84 If the City chooses to contract with an armored car service, deposits will be delivered to our Houston cash vault. Wells Fargo will pay the monthly armored car service charges on the City's behalf. g. Does the bank image all checks? Yes. Wells Fargo images all deposited and paid checks. h. Are check images available on-line? When are they available to the City? The CEO system lets you search for and request check images for up to 90 days after posting. It also lets you access check images from the Previous Day Composite and DDA Cycled Statement reports, and view images of returned checks for up to 180 days. One of the important advantages of making check images available through our online CEO system is that there are no special hardware and software requirements.All you need is a computer with Internet access and a browser that supports 128bit encryption.This frees you from having to install and maintain a separate software application. i. How long are check images maintained on-line? As indicated above, the CEO system lets you search for and request check images for up to 90 days after posting. It also lets you access check images from the Previous Day Composite and DDA Cycled Statement reports, and view images of returned checks for up to 180 days. C. On-line Cash Management—The City requires on-line cash management for daily access to its account balance information for all accounts. The minimum information to be contained in the electronic reporting should be for the previous business day and include: ledger balance, collected balance, one day float amount, two day float amount,total credits,total debits, and detailed debits and credits, including stop pays,wire transfers, etc. Availability to same day information is also required. Access to the information through the Internet is required. Historical information should be maintained on-line and accessible for two months. Wells Fargo has reviewed and can comply with the above requirements. Wells Fargo Bank N.A. 36 85 a. Fully describe the bank's on-line service capabilities.List the system functions/capabilities (i.e. balance reporting,wires,positive pay,stop pay, etc.). At Wells Fargo, we offer a comprehensive suite of services that are accessible through our online Commercial Electronic Office(CEO)portal. As an Internet-based system,the CEO portal offers many advantages: First, it eliminates the need to install and maintain proprietary software on your internal computers. Second, it is accessible by multiple users at the same time, day or night, regardless of their location. The CEO system is designed to make it easy for you to administer the system and manage user permissions. For example,your designated administrator can add and delete users, restrict user permissions so they can only access certain services or accounts, define user profiles that restrict or regulate certain types of transactions, etc. Designed as a one-stop shop for access to banking services, Wells Fargo's CEO portal provides the City access to the following services: TreasuryManagement Credit&Loan: ACH Deletes&Reversals Credit Management ACTT Fraud Filter;; Fed Funds Online 3 ACI Inquiry Interest Rate Management ARP Register Maintenance WFBCI'Customer Reporting ; t Basic Banking x 5 Cash Vault on CEO portal International Services; Client Analysis Statement Foreign Exchange Online Commercial Card:Expense Reporting Trade Finance Online Deposit Maintenance Trade Services Online Desktop DepositService _ Document-Retrieval r Trust and Investment: Electromc;Document Delivery Fed Funds Online Event Messaging '` Institutional,Brokerage";and Sales fi Image Positive Pay Retirement Plan Payments Internet=ACH Securities Lending Reportmg Payment a i Delivery Preferences Trust Information Delivery 4 i Returned>Item Services Trust Portfolio Reporting Reverse Positive'Pay Wells Capital Management Retail Lockbox Image "„3 Wells Fargo Advantage Funds': Stops Image Search 1 Statements and Notices Purchasing Sweep Statement and Confirmations Coercial Card :dExpense Reporting Wells Tax=Payments Wholesale`Lockbox Image Wells Fargo Bank N.A. 37 86 b. What is the bank's back-up process to provide balance reporting and transactions in case of system non-availability? Wells Fargo knows that our systems are only as useful as our customers find them to be. With this in mind,we strive to ensure availability and ease of use by constantly monitoring the availability of the Commercial Electronic Office(CEO) platform on a real-time basis. In 2006, Phoenix-Hecht reported that Wells Fargo received an"A+"rating and above average scores in the categories of timeliness of information, accuracy and reliability, and overall features and capabilities. In the rare event that the system is unavailable,you can contact your dedicated Client Services Officer to obtain balance and transaction information or to complete research requests. Your Relationship Manager can assist with completing wire transfers, however we also recommend that you have authorized users established for voice initiation using PIN codes so that wires can be initiated directly through our Wire Transfer Operations area. c. State the City's access and update times for daily information including wires, transfers, etc. It's important that the City has access to information as soon as it becomes available. Commercial Electronic Office (CEO) Treasury Information Reporting is available 24 hours a day, seven day a week. We update previous day information by 6:00 a.m. CT on business days. We update intraday information on a real-time basis.Transactions that post to your accounts throughout the day are reported via intraday reporting within minutes or seconds of their posting. We also update current ledger and available balances on a real-time basis. The exact times will depend on the specific transaction. d. Submit samples of major screens available. Provide a website (and sign-on information if required)for an on-line review of the system,if available. As a current Wells Fargo customer,the City is familiar with the major Commercial Electronic Office (CEO) portal screens. To view screens for service not currently used, please access our CEO demo at: <https://wellsoffice.wellsfarco.com/ceo public/product demos/demo portal/index.isp> Wells Fargo Bank N.A. 38 87 e. How are individual security sign-ons assigned and who (client or bank) maintains the security module? How many levels of security are available? It is important that the City can administer, maintain and delete users without assistance from Wells Fargo. Commercial Electronic Office (CEO) portal Self Administration allows your organization to structure authorization controls and perform administrative functions to meet your specific needs and risk management requirements.Access to the Self Administration service is highly secure. Your designated administrators are required to enter a SecurlD token pass code each they log in to the service. This easy to use service allows your administrators to: • Add new users or give users access to Self Administration to share administrative responsibilities. • Group users by assigned administrators to select groups and limit access to accounts and profiles within that group for better control. • Reset passwords. • Delete or disable former employees or those who are on leave or vacation. • Add user profiles and restrict access to CEO portal services. • Establish standard dual controls requiring specified transactions/functions to be reviewed and approved by a second administrator before transaction can be executed. You can also set up forced dual controls for all tasks performed through the Self Administration service. • Run management reports showing current CEO portal user access levels and 90 days of activity history. • Set up multiple users with similar access controls at the same time • Reassign RSA SecurlD tokens to other users. f. How many hours has the system been down in the last six months? Wells Fargo knows that our systems are only as useful as our customers find them to be. With this in mind, we strive to ensure availability and ease of use by constantly monitoring the availability of the Commercial Electronic Office(CEO) platform on a real-time basis. We track the following information internally to monitor performance: • CEO portal availability(access to applications only) for the past year for business days (Monday through Friday, 7:00 a.m. to 8:00 p.m. CT, by month, by number of hours the CEO portal was impacted, and by number of customers impacted. Wells Fargo Bank N.A. 39 88 • CEO Treasury Information Reporting, Stops-Image-Search, and Wire Transfer applications availability for the previous three months. • CEO portal weekly and monthly availability reporting. This includes both 24 hours a day, seven days a week availability and business day availability, in hours and as percentage of uptime. Reporting also shows the number of customers affected by impacted application and system outages. On-time performance is the only CEO portal service Treasury Information Reporting performance measurement we publish externally. In 2006, Phoenix-Hecht reported that Wells Fargo received an "A+"rating and above average scores in the categories of timeliness of information, accuracy and reliability, and overall features and capabilities. g. Is the system a proprietary system or provided by a third-party? Wells Fargo is committed to offering the best product and service to the City.The Commercial Electronic Office (CEO) portal was developed and is maintained in-house. We do not use a third party to provide any of the services associated with our CEO portal. D. Controlled Disbursement—The City could potentially consider the use of a controlled disbursement account. The controlled disbursement presentment notification should also be accessible through on line cash management. Controlled disbursement presentment notification is accessible through the Commercial Electronic Office (CEO) portal. a. Please describe your controlled disbursement processes/procedures including notification processes and times and late funding features. If the City chooses to use a controlled disbursement account, we recommend that you use our controlled disbursement endpoint located in Van Wert, Ohio (Eastern Time zone). We operate this endpoint through our affiliate bank, Wells Fargo Bank Ohio,N.A. Because it is a wholly-owned Wells Fargo facility, we control the endpoint's processing standards and related services, including account reconciliation, information reporting, funding, and customer service. Through this endpoint, we offer our Perfect Presentment Image Positive Pay service. The Van Wert endpoint is located in the Cleveland Federal Reserve's 4th District. Its transit routing number is 041203824, and it is classified as a Cleveland RCPC point. Wells Fargo Bank N.A. 40 89 Funding When we implement your controlled disbursement account,we also set up a Wells Fargo zero balance master account. This is the account that is used to fund your controlled disbursement account. The zero balance master account can, in turn, be funded in a number of different ways.For example,you can fund this master account by wire transfer, liquidating a short term investment account,transferring funds from a Wells Fargo depository account, or any combination of these options. This approach gives you flexibility to fund your account in whichever way is most beneficial for the City. Funding for your controlled disbursement account must be received by the close of business. The only exception to this is when wire transfers are used to fund your account. In this case, all wire transfers must be received by our wire deadline of 4:30 p.m. CT. Notification You make funding decisions based on the daily clearing amount that is reported to you. Therefore, it's important that the amount that's reported is both accurate and firm, and not subject to change. Because of the way we handle the presentment process,the presentment totals are final once the funding report is made available to you.Any additional items that are presented are held over until the next day.This lets you make funding decisions with full confidence that the final amount will not change. Wells Fargo offers three options for receiving controlled disbursement notification reports: through our Internet-based reporting tool, by email, or by fax. Based on our understanding of your needs,though,we recommend our Internet-based tool called Treasury Information Reporting service. Available through our Commercial Electronic Office (CEO) business portal, the Treasury Information Reporting service guarantees the earliest and most efficient notification of your daily controlled disbursement clearings. The system is both secure and easily accessible from any location that supports an Internet connection. Wells Fargo Bank N.A. 41 90 At Wells Fargo, we designed our controlled disbursement service to include both checks and ACH debits that are presented for payment. Further, check information and ACH information is integrated into the same report.This minimizes the administrative burden on your staff. Instead of having to look at multiple systems to gather this information, they need only look at one report to calculate the total day's presentment. At Wells Fargo, Controlled Disbursement customers receive one presentment notification on Monday, and two notifications Tuesday through Friday, excluding Federal holidays.The first presentment is 8:00 a.m. CT.The second presentment is 9:00 a.m. CT. As a general rule, Wells Fargo is consistent in meeting these presentment deadlines. Over the last quarter, for example, first presentment deadlines were met 100%of the time, and second presentment deadlines were met 99.2%of the time. What this means to the City is that you will be able to access your presentment reports early in the day. Further, you can have the confidence of knowing that your presentment totals will be consistently delivered by the stated deadlines. Check Detail Having access to total dollar amounts that are presented is important, but so is having access to check detail. It gives you the opportunity to review the individual checks that are presented before you make your daily funding decisions. At Wells Fargo, we provide you with a same day Controlled Disbursement Check Detail report. This report includes check numbers, dollar amounts, value dates, transaction codes, and item descriptions. The Controlled Disbursement Detail Report is available by 9:00 a.m. CT on each business day. E. Account Structure—The City requires a structure for zero balance accounts that fund directly from the sweep account or other investment alternative. ZBA accounts currently include the Operating and Payroll Accounts.The bank shall clearly describe the bank's most cost effective methodology for creating the sweep. Automated distribution of interest to the individual accounts is preferred. Wells Fargo proposes that the City maintain your existing account structure. We will work with you to determine how best to integrate any new services, e.g. a controlled disbursement account, into that existing structure. Wells Fargo Bank N.A. 42 91 a. Fully describe the proposed sweep mechanism focusing on the bank's most cost effective structure. Detail whether the sweep will be from a master account with ZBAs or directly swept from the individual accounts. We propose to keep the same structure that is currently in place.The main operating account may operate as a Zero Balance Account and automatically sweep all balances to a high yielding account or the City may choose to set a target balance to waive all fees and sweep the remaining balance to the high yielding account. b. If the bank is proposing an alternative to a sweep, such as an indexed interest bearing account, detail and describe fully. The sweep will be a fully collateralized high yielding checking account. The rate is tied to 90-day LIBOR and is priced at 90-day LIBOR minus 25bps(current APR 5.10%, current APY 5.22%) c. Will the City need to initiate any daily or periodic transactions (via internet, phone or fax) or transfer balances for sweeps,under any condition? If so, describe. The sweep is fully automatic and requires no input from the City. d. Describe where sweep interest earned from the sweep will be accrued and reported (i.e. at the account level or master account level). Is interest applied the last day of the month or the first day of the next month? Interest is accrued daily and paid monthly at the account level. In addition to the sweep account, all eligible funds held by the City will earn the same rate. e. If an SEC registered money market fund is utilized for the sweep proposal, provide the full name and identifying cusip of the fund along with a copy of the prospectus. SEC funds are not recommended, however they are available if needed. f. Are funds swept at end of day or next day? If next day,how are funds invested and collateralized over-night? At what rate does the delayed investment earn? All funds are swept at end of day. Wells Fargo Bank N.A. 43 92 g. State how and when FDIC Assessments will be collected. How are they calculated? FDIC assessments are made quarterly and run through analysis. Estimated annual costs of FDIC assessments are $2.00. h. Provide the proposed computation basis for interest bearing and money market accounts if rates are based on a set index or security (such as the 3- month Treasury Bill). Interest earned is calculated daily and paid to the account at the end of each month.The rate is based on the 90-day LIBOR rate minus 25 bps. The rate is adjusted on the first of every month. i. Interest earned on interest bearing accounts shall not be charged as an expense on the account analysis. Confirm acceptance of this condition. Interest earned will not be charged as an expense through account analysis. The City may be required or may desire to open additional accounts, or change account types during the contract period. If this occurs the new accounts and their services shall be charged at the same contracted amount. (Unanticipated, new services may be charged at not more than published rates.) Wells Fargo has reviewed and can comply with the above requirements. F. Positive Pay and Account Reconciliation-The City requires positive pay and full account reconciliation services on the Operating and Payroll Accounts.The Bank would only honor those checks issued by the City that are pre-authorized through the positive pay system. Positive Pay files will be transmitted electronically. a. Describe the data transmission/transfer requirements and alternatives for computer generated check runs. The City needs the ability to transmit issue files to the bank on a regular basis. Wells Fargo offers a variety of different methods for transmitting and receiving financial data files. Our Secure File Transport(SFT) channel offers secure Internet connectivity, allowing for attended or unattended file transmissions to the City.The SFT suite of services includes: Wells Fargo Bank N.A. 44 93 HTTPS HTTPS is an industry standard that creates a 128-bit encrypted SSL session for Internet communication.Authentication is done with a User ID and password, or a digital certificate. SFT can be automated through the use of client software provided at no additional charge (available in Windows and Unix versions). FTP/S FTP/S is a standard protocol for transferring files over the Internet securely with SSL encryption. Wells Fargo supports the RFC 2228 standard for SSL encryption.Authentication is done with a User ID and password, or a digital certificate. AS2 AS2 (Applicability Statement 2) is an enhanced file transfer standard the uses HTTPS protocol and SSL for session encryption. AS2 uses digital certificates as a means of authentication. S/FTP S/FTP is a standard protocol for transferring files over the Internet with SSH(Secure Shell)Authentication is done with a User ID and password. We also support Connect:Direct with Secure+. With so many options for transmitting and receiving data files, you can choose the method that best suits your needs. b. Describe the input process and requirements for individual, manual checks written.Is input online? Show sample screens. If not on-line,how is information on individual manual checks transmitted to the bank? In addition to transmitting your issue files electronically, you also have the option of updating your issue records manually.The City's staff can send manual issue or deletes using our ARP Register Maintenance service, or through our InfoTouch®touchtone phone service. Both services give you the ability to update your issue records 24 hours a day, seven days a week. ARP Register Maintenance screens can be viewed by accessing our CEO demo at: <https://wellsoffice.wellsfargo.com/ceo public/productdemos/demo portal/index.jsp> We have also included a CD-Rom version of the CEO demo for your convenience. Wells Fargo Bank N.A. 45 94 c. How can check records be changed or deleted by the City,if necessary? In addition to transmitting your issue files electronically, you also have the option of updating your issue records manually. The City staff can send manual issue or deletes using our ARP Register Maintenance service, or through our InfoTouch touchtone phone service. Both services give you the ability to update your issue records 24 hours a day, seven days a week. d. How is the City to be notified of a positive pay exception? The City wants access to your Positive Pay reports as quickly as possible. At Wells Fargo, Positive Pay reporting is made available to the City through Commercial Electronic Office (CEO), our online Internet portal tool. This system is fully integrated with our Information Reporting system, making it easy for your staff to access all relevant reports and information. In addition, check images are fully integrated into our CEO Positive Pay service. Your staff can access exception reports, view check images and submit your pay/return decisions all within the CEO Image Positive Pay service.This greatly simplifies the time and effort associated with processing exception items. With the Commercial Electronic Office(CEO) portal,the City will have easy and timely access to all relevant positive pay reporting information. We also configured our systems to immediately notify you, by email or fax, whenever an exception report is available. This makes it easier for your staff because they no longer have to periodically check to see if a report they need has been published. e. At what time is exception information reported to the City? What is the response deadline(what time) for City exception elections? Different organizations have different check volumes and information reporting requirements. So instead of trying to offer a one-size-fits-all solution, we offer two different positive pay products.This makes it easier for the City to select the service that meets your needs. Wells Fargo Bank N.A. 46 95 Perfect Presentment Positive Pay Available for Van Wert, OH controlled disbursement accounts, our Perfect Presentment Positive Pay is our premier positive pay service. In contrast to other positive pay services,Perfect Presentment is unique because we identify all stop payment items and positive pay exceptions, and we correct exceptions due to encoding errors—before they post to your account. Consequently,the daily funding totals that we report to you will always match your posting totals. With our Perfect Presentment Positive Pay service, you receive same-day exception and images reporting by 2:00 p.m. CT. You then make your pay/return decisions by 1:00 p.m. CT the next day. This gives you almost 24 hours to make your pay/return decision. Positive Pay Our traditional Image Positive Pay service, available with all demand deposit accounts, compares checks presented against your account to your issue files after the items post. With this service, we review all Positive Pay exceptions and reverse items that can be corrected such as encoding errors, and repost them on the following business day. This feature saves you time and money because it means that we research and resolve the majority of your exception items for you. With our traditional Image Positive Pay service, you receive next day exception reporting and images by 10:00 a.m. CT. You then make your pay/return decisions by 4:00 p.m. CT. f. Do you require any paper transactions on positive pay notification or exception decisions? No.All positive pay notification and exception decisioning is available online through the Commercial Electronic Office (CEO) portal. g. Are all checks,including those received by the tellers and vault,verified against the positive pay file before processing? How often is teller information updated? If not verified,what is the process,liability, and security on OTC transactions? Yes. There are a number of different ways to minimize the risk of fraud associated with disbursing funds by check. One of the most important is ensuring check verification in the teller line. Wells Fargo Bank N.A. 47 96 Wells Fargo offers Teller Positive Pay.Integrated into both of our Positive Pay service options,Teller Positive Pay gives our tellers online access to your Positive Pay check register information, including check dollar amounts and serial numbers. With this system, our tellers will use your register data to validate checks presented for encashment. If you use Positive Pay with Payee Validation, your payee name information will also be available for tellers to use when validating checks. One thing that differentiates Wells Fargo from other banks is that we process your issue files throughout the day, almost as soon as we receive them from you. This ensures that our tellers always have the most current check issue information that's available. Issue files, adds, deletes, and manual issues are accepted 24 hours a day, seven days a week. Issue files are captured and posted to the ARP system every 15 minutes from 8:00 a.m.through 10:00 p.m. CT. G. ACH Services-The City requires ACH debit filter and/or blocking capabilities on its accounts,with the ability to selectively permit specified ACH debits on certain accounts and restrict all ACH debits from certain accounts. The City is considering allowing pre-approved vendors to present ACH debits for payment, however the potential use is unknown at this time. Wells Fargo has reviewed and can comply with the above requirements. a. Please describe your ACH debit services as it relates to the City possibly using ACH debits for certain selected vendors and the security features in place. Wells Fargo can accept incoming ACH debits into the City's accounts. Our ACH Fraud Filter service, described in the responses below, allows you to pre-authorize debits from certain vendors, and at the same time block all unauthorized transactions. In addition to ACH Fraud Filter, our Perfect ReceivablessM service provides an additional option for fraud prevention. Your vendors can debit you electronically without the City disclosing your bank account number. You get the benefits of making payments in a less expensive manner while still protecting your bank account number from unnecessary exposure. Wells Fargo Bank N.A. 48 97 Here's how it works- We assign you a Wells Fargo payment identification code (WPIC).The first four digits are uniquely assigned to you. The last 13 digits are under your control. You can assign them to your vendors in any manner that you choose.Because Perfect Receivables is available for both debits and credits, you can manage receipt of credits to your account in the same way.Payments can be made to you via either ACH or wire transfer using the Wells Fargo RTN and their 17-digit WPIC. We receive and process all these payments.Then we send you a daily file that includes all these transactions so that you may automatically update your system. We will be happy to discuss these options with you in greater detail. b. Please describe your debit blocking capabilities including advanced debit blocking functions. ACH Fraud Filter is a monitoring service that will protect your accounts from payment of unauthorized ACH debits. You can choose between two processing options: stop or review. • Stop Option: ACH transactions presented against your accounts, except those you have pre-authorized, are stopped and returned to their originators automatically. • Review Option: ACH transactions are presented for your review. You have until 7:00 p.m. CT the business day after an item is presented to notify us if you want it returned unpaid. You may pre- authorize specific transactions for posting to your account. During the implementation process, you identify recurring ACH entries that are authorized to debit your account.After your implementation is complete,you can then use our online Commercial Electronic Office (CEO) portal to create additional pre-authorizations. This provides an easy and quick way for your staff to authorize new transactions. The City also has two options for setting dollar limits. The first option involves setting a predetermined dollar limit for all transactions. Transactions under the predetermined dollar amount are paid, while transactions over the predetermined dollar amount are stopped and reported to you. The second option involves specifying a dollar threshold for each pre- authorized transaction. If a transaction amount exceeds the limit you set for that particular vendor,the transaction is either reported or stopped, depending on how your service is configured. Wells Fargo Bank N.A. 49 98 This approach protects you against transactions by unauthorized firms, as well as unauthorized transactions from authorized firms. c. What are the notification procedures if screening criteria do not match and what is the response deadline? The City can be notified of unauthorized ACH transaction information by email or fax through our Event Messaging service or online through our Commercial Electronic Office business portal. If you are using the Stop . Option, unauthorized debits will be automatically returned. If you are using the Review option,you have until 7:00 p.m. CT the business day after an item is presented to notify us if you want it returned unpaid. d. Describe the bank's ACH service capabilities and ACH availability on line. Wells Fargo's state-of-the-art, proprietary ACH systems are developed and maintained in-house.Designed to be inherently scalable,these systems can accommodate both your existing transaction volume as well as your volume increases. The system provides continuous processing, 24 hours a day, seven days a week, with extended deadlines and no processing window restrictions. Electronic file confirmations are provided within 15 minutes of receipt of your files and files can be warehoused for up to 45 days before the effective date. This system sets the industry standard for both functionality and reliability. The City can originate and transmit files to us using a variety of methods. Direct originators can transmit files over the Internet using our Secure File Transport suite or Connect:Direct. For one-off transactions,you can use our Commercial Electronic Office (CEO) Internet portal to create and submit ACH files. Our Treasury Information Reporting tool, accessible through the CEO portal, provides a variety of intraday and previous day ACH reports. Intraday ACH reports and the data they provide: • ACH Origination. Summary information by ACH Customer ID for ACH files submitted for processing. Also includes detail information on transactions accepted or rejected. • ACH Receive. Detail on all received ACH transactions that will post to your account at the end of the current day. • ACHReturn/NOC. Detailed information by ACH Customer ID for all ACH returns. Wells Fargo Bank N.A. 50 99 • EDI Payment Detail. ACH and EDI payment data and EDI remittance information. Previous day ACH report and the data it provides: • ACH Customer Activity Report. Lists all ACH activity on your account, including settlement information, adjustment detail, and a summary of your return activity by account. In addition to reporting,the CEO portal also provides access for your staff to submit ACH reversals and deletions, and to research originated items using the ACH Inquiry service. H. Pay Cards—The City could potentially in the future use reloadable prepaid debit cards for compensating those employees that may not have bank accounts or for other purposes. Employees should be able to use these cards at ATM's or check cashing kiosks. The extent of potential use is unknown at this time. Wells Fargo has reviewed and can comply with the above requirements. a. Does the bank currently provide this service? If so,how long has it been available? Yes. As an alternative to payroll checks, Wells Fargo's PayCard gives you the ability to pay all of your employees electronically, including those without bank accounts. With PayCard, your employees have immediate and convenient access to their pay via Wells Fargo or Visa ATMs and can make purchases everywhere Visa cards are accepted. PayCard helps you reduce costs and increase employee convenience and satisfaction. • Lowers the cost of issuing City payroll • Integrates seamlessly with standard direct deposit process • Minimizes fraud associated with paper checks • Provides a new employee benefit • Wells Fargo will handle the escheatment process for terminated employees • Real-time cardholder transaction information • PayCard Customer Service available 24 hours a day, seven days a week • Multi-language Customer Service capabilities(English/Spanish) in addition to marketing/communication materials Wells Fargo Bank N.A. 51 100 We offer Wells Fargo PayCard services through a partnership with eFunds Prepaid Solutions, an organization that has provided payroll card services since 1997. In addition, Wells Fargo will be introducing a suite of prepaid card options in late summer 2007 to address card needs outside of traditional payroll funding. The new prepaid options will be managed in a similar manner to PayCard but they will be separate authorizations. b. How many institutions and end customers use the service? Provide three comparable references for the service. PayCard is growing in importance as a cost management and logistical efficiency tool for organizations challenged by un-banked staff and employees who choose to be paid by check. Industry reports estimate that there are between 10-14 million households in the United States that do not have bank accounts.The cost of issuing one paper payroll check is estimated at$1 to $2—five to ten times that of one direct deposit,which is estimated at 20 cents. In addition,the employer usually pays an estimated $8 to $10 to replace a single lost or stolen payroll check. With an estimated four million payroll checks lost or stolen every year, employers collectively lose an estimated $48 million annually. PayCards are making it faster, easier and less expensive for employees to access their pay, while lowering costs for employers like the City of Pearland by reducing or eliminating the number of paper checks issued. As of November 2006, Wells Fargo has 157 customers with 15,000 cardholders using this service, in addition to 1,000 of our own employees. Currently within our region, municipalities within our portfolio have not taken advantage of the PayCard service.Upon award of bid, Wells Fargo Bank will supply municipal references from other regions. c. Which program if any (authorization marks) does your program use? (Visa, MC, etc.) To provide the City the best solution available, Wells Fargo offers a Visa branded payroll card.According to industry estimates, more than 2,000 stored value programs are available today,with roughly seven million Visa-or MasterCard-branded stored value cards in the marketplace. Wells Fargo Bank N.A. 52 101 d. Describe the enrollment process.Is enrollment batched and web-based? The City will order cards in groups or individually by submitting Employee Enrollment Form data via the PayCard website. When a card is issued to your employee, your PayCard administrator can view the cardholder's direct deposit account(DDA) number via the PayCard website.This number will differ from the employee's Visa card account number,to ensure privacy. Our program assigns pseudo DDA numbers to employees and associates them with cardholder numbers to protect consumers' private information while facilitating PayCard operations and administration. Wells Fargo requires cardholder signatures. We will provide Employee Enrollment Forms for your employees to complete during implementation. The City then inputs this information into the PayCard website. Each signed form authorizes the City to pay the employee via credits to the PayCard, and also to make corrective entries as needed for payroll errors. You may customize the forms we furnish: for example, personalizing them with the City's logo. Wells Fargo maintains the information online and the City of Pearland manages the signed hard copies. e. Describe the manner by which funds will be made available to the card- holders. Payroll is immediately available early morning on funding day. The City's employees can then use their PayCard to obtain cash from ATMs or anywhere Visa debit cards are accepted.This gives them many convenient, low-cost or no-cost options for encashment, a valuable benefit that may not be available from other employers. Employee encashment is critical to the City's ability to reduce the number of paper checks you issue. With PayCard, your employees may access their earned funds via ATMs, branch bank locations or through cash back with POS transactions from merchants that accept Visa. ATM withdrawals are limited to whole dollar amounts and may be subject to specific increments or amount limits imposed by the ATM operator. To withdraw funds not subject to a specific increment or whole dollar value, the City's employees may use their Wells Fargo PayCards to obtain cash up to the full amount of funds available at any bank that issues Visa cards. The City's cardholders may obtain one free transaction from a Wells Fargo ATM per pay cycle.Thereafter,the charge at our ATMs is $1.50 per transaction. In comparison, banks charge non-account holders an average of$5 per cashed check and local check cashers charge an average of 2% of the check amount. Wells Fargo Bank N.A. 53 102 For maximum flexibility and convenience, our PayCard offers both signature- and PIN-based transactions. f. What are the inactivity levels for the program? Do these generate additional fees? In order to reduce the number of paper paycheck requests the City receives, Wells Fargo does not charge your employees monthly account fees for active PayCards. However,we do charge cardholders five dollars per month after 90 days of no deposits or withdrawals from the Wells Fargo PayCard. g. Are there any fees charged to users of the cards? If so,for what services? The fees listed below are the responsibility of the City's cardholders: • Transactions at Domestic ATMs: $1.50 after one free ATM transaction per pay cycle • Transactions at International ATMs: $ 1.50 each • PIN transactions at Merchant POS locations: $1.00 (signature transactions at Merchant POS locations have no charge) • Replacement card fee: $15.00 • Declined Cash Authorization: $0.50 • Customer Service Live Operator: $2.00 per call after one free call per month • Overdraft fee: $20.00 each time a negative balance is created • Inactivity fee: $5 per month after 90 days of no deposits to or withdrawals from the Wells Fargo PayCard for each subsequent month of inactivity. • Foreign currency conversion fee: 3%of the network transaction amount • Express Delivery fee: $15.00 per card • Legal process fee(levy, subpoena, garnishment,writ and crime report request): $60.00 each All other fees listed in our Pro-Forma price schedule are the responsibility of the City. There is no charge for signature transactions at merchant POS locations. However,the City's cardholders making PIN transactions at Merchant POS locations will pay$1.00 per transaction. Wells Fargo Bank N.A. 54 103 I. Employee Check Cashing-The City requires the bank to cash employee payroll checks (with proper identification)without service charges or fees to the employee or the City and without requiring the employee to open an account with the bank. Wells Fargo has reviewed and can comply with the above requirements. a. Please describe if this would be at all locations are just a specific location. Wells Fargo currently provides payroll check cashing services for the City's employees. Your employees can cash their payroll checks at any convenient Wells Fargo banking store. J. Employee Banking—Describe any programs the bank has designed to benefit the employees of the City including services provided and applicable fees to the employee. Is availability based on use of direct deposit or only on City employment? All City of Pearland employees (part-time or full-time)that receive a direct deposit would be eligible for our Wells Fargo Membership® Banking Program, a comprehensive employee benefit banking program offered exclusively to employers that are Wells Fargo customers.This program offers employees a valuable bundle of free and discounted banking accounts and services at no additional cost to the City. It also gives employees access to financial accounts and services designed to meet their individual goals—from basic, day-to-day money management, through growth and wealth building.For your convenience, all of our banking locations in your area can provide access to this program for your employees. We can arrange meetings at the City's offices to make it more convenient. Below are a few benefits of our Wells Fargo Membership Banking Program: • Choice of checking accounts • Free Wells Fargo Gold Check Card • Free access to Online Banking • Free Online Bill Pay trial offer • Educational financing for your employee and their family • Choice of automatic savings options to help save money for the future • Special discounts on Wells Fargo exclusive checks or custom styles • Overdraft Protection available Wells Fargo Bank N.A. 55 104 ■ Special offers on Home Mortgage, Personal Credit or Home Equity Lines and Loans Or, choose the extra value of our Premium MembershipsM Package with more ways to waive the checking account monthly service fee, free Bill Pay and other special benefits. K. Stop Payments—The City will require the bank to issue stop payments executed from an automated system by City approved staff. Stops payments will be considered permanent voids and the City will not need to renew stop payments. Wells Fargo has reviewed and can comply with the above requirements provided the instructions are included within a check issue file via ARP Register Maintenance. a. Please describe the automated stop pay process. In those situations where you need to issue a stop payment order, it's typically essential that it be executed as quickly as possible. Wells Fargo gives you three ways to expedite stop payment orders: ■ Over the Internet through our online Commercial Electronic Office (CEO) portal. ■ Electronic transmission by including the stop payment information in your ARP issue file. ■ By telephone using our InfoTouch telephone service. With all of these services, you can submit your stop payment requests 24 hours a day, seven days a week. Further,your request is processed in real- time, and requires no manual intervention. Stop payment requests can be made as late as 8:00 p.m. CT and still receive same-day posting. When a stop payment order is submitted, our system automatically verifies whether the check was paid before the order is accepted. In verifying if a check has been paid,the system examines 180 days of history. Stop payments remain in effect for six months.After this period, our commercial clients may take advantage of our Stop Renewal service. Stop Renewal gives you the ability to extend stop payments for up to six years (in 12 month increments), specify a pre-determined dollar threshold for automatic stop payment renewal, limit the number of times a stop payment will be automatically renewed, etc. Wells Fargo Bank N.A. 56 105 The City does have the option to initiate a stop payment order on a range of checks. However,this requires that you first contact your Treasury Management Client Services representative to make the necessary arrangements. By ensuring that your stop payment orders are processed as quickly as possible, and that they remain in force for an extended period of time,this comprehensive approach to stop payment requests minimizes your risk. b. Provide the stop pay access times, deadlines, authorization levels and notification requirements. As described above,you can submit your stop payment requests 24 hours a day, seven days a week. Further, your request is processed in real-time, and requires no manual intervention. Stop payment requests can be made as late as 8:00 p.m. CT and still receive same-day posting. When a stop payment order is submitted, our system automatically verifies whether the check was paid before the order is accepted. In verifying if a check has been paid,the system examines 180 days of history. c. Will the system verify if the check has been cleared before accepting stop pays? Yes. As indicated in the response above,when a stop payment order is submitted, our system automatically verifies whether the check was paid before the order is accepted. In verifying if a check has been paid,the system examines 180 days of history. L. Deposit Adjustments-The City requires daily transmittal of all debit or credit adjustments,with supporting documentation. The City will only be responsible for debit and credit adjustments not necessitated by bank error. Wells Fargo has reviewed and can comply with the above requirements. Wells Fargo Bank N.A. 57 106 a. When deposit discrepancies are discovered,what are your notification, reporting, and adjustment procedures? When an adjustment is necessary, we make separate debit/credit entries for adjustments. We also provide you with adjustment advices, including relevant backup documents, by mail. In cases where adjustments to cash vault deposits exceed$50 we also contact you by telephone to notify you of the difference. For cash vault adjustments,your adjustment notice includes deposit date, declared amount, verified currency total by denomination, and location number(if applicable). For branch deposit adjustments,your adjustment notice will include the amount and reason for the adjustment. In addition to the advices that we mail to you, deposit adjustments are identified on bank statements, in reports made available through our Internet based Commercial Electronic office(CEO) Treasury Information Reporting system, on deposit reconciliation reports, and on detailed transaction file transmissions. Optionally, cash vault reporting is also available via the Internet, fax, or e-mail. b. Does the bank identify and adjust all discrepancies? For organizations that routinely make large deposits, it is not uncommon to have discrepancies between the total that appears on the deposit ticket and the actual total of the checks and cash that are deposited. In general, Wells Fargo does not identify and adjust all discrepancies. Specifically, we write off all check adjustments under$60 and all cash vault adjustments under$10. M. Account Analysis—The City desires that electronic account analysis statements be made available to the City on a monthly basis by individual account and at group level,which will reflect average ledger balance,average uncollected funds, average collected balance,reserve requirement, average available balance,rate and amount of earnings credit, detail of services provided with quantities and unit fees for each, and total service cost. Account analysis statements for the current accounts are grouped as follows: . Disbursement& Payroll- grouped together on analysis. ▪ Development Corporation—separate analysis statement. • Tax Improvement Reinvestment Zone#2—separate analysis statement. Wells Fargo has reviewed and can comply with the above requirements. Wells Fargo Bank N.A. 58 107 a. Provide a sample account analysis and state when the analysis will be available each month. A sample account analysis statement is attached to our response. Both paper and electronic analysis statements are available six to eight business days after the close of the billing period. 822 electronic statements are delivered through a variety of channels, including through a value added network(VAN), via e-mail, or through the Internet using our Commercial Electronic Office (CEO) business portal. Statements can also be downloaded in PDF, spreadsheet or CSV formats. This flexibility lets you choose the method that is most appropriate for your needs. b. Is the analysis available on-line? When and for how long? Yes. Many customers prefer the convenience of accessing statements online.At Wells Fargo, customers who use our online Commercial Electronic Office (CEO)business portal can access their account analysis statements both quickly and conveniently. Account analysis statements are available six to eight business days after the close of the billing period. Once posted, statements are maintained online for 90 days. c. The City requires carry-over settlement on the analysis on a semi-annual basis. Wells Fargo can accommodate monthly, quarterly or semi-annual settlement.Your Relationship Manager, Tim Kreitzer, will work with you to determine the best option for the City. N. Monthly Bank Statements- Statements shall be available electronically the first business day after the close of the calendar month. The statement shall include debits and credits made on the,last day of the period and the detail items. Bank statements should be received on a monthly basis, even if there is no activity for the account. The City expects a CD-ROM containing the checks electronically imaged front and back. Wells Fargo has reviewed and can comply with the above requirements. Wells Fargo Bank N.A. 59 108 a. Provide a sample of your monthly bank statements. A sample of our monthly bank statement is included as an attachment to our response. If we reconcile your account,your ARP statements are provided to you as your bank statements. We also give you the flexibility to receive optional ARP reports at the same time you receive your ARP reconciliation statement, or at other times throughout the month. Samples of all available ARP reports can be viewed via the CEO demo at: <https://wellsoffice.wellsfargo.com/ceo_public/product_demos/demo_portal/index jsp> Simply access the Treasury Information Reporting demo, and then select ARP Activity Reports. You can view the sample reports in PDF, CSV or Excel formats. b. Is the statement available on-line? When and for how long? Yes. Both account statements and ARP statements are available online through the Commercial Electronic Office (CEO) portal. The reports are available in PDF, CSV or Excel formats. Depending upon your cut-off schedule, up to 12 months of statements are available online. The timeframes at which statements are made available online depend upon the service level you choose.The timeframes are included in the table below: ServiceYOption Business Days i. After Cutoff l`Available Online Bank CheXstor�,no,ARP _'.. 1 day. v Full ARP statement and CheXstor Month end cutoff J4 days + :. Non,month-end cutoff `i'4 days 'Partial ARP statementand CheXstot Month-end cutoff 1 day Non-month-endwcutoff Y _ ,1 da 4:Positive Pay,Full or Partial ARP,acc oun = statement and CheXstor l Morith end `cutoff ; Non=rponth.-end.cutoff d . y _, The CheXstor check truncation service is standard with all of our ARP service options. Wells Fargo Bank N.A. 60 109 O. Collateralization—The balances maintained in all accounts must be collateralized in the same manner and under the same stipulations as outlined in the Collateral Requirements section. The City currently utilizes interest bearing DDA accounts that are fully collateralized to 102% at a minimum. The City will utilize an interest-bearing account or an overnight sweep investment option for the Operating Account. In the event interest-bearing accounts are utilized,the ledger balances in the aggregate could exceed: . $125,000,000 for the Disbursement Account—historical average$63,000,000 . $2,000,000 for the Development Corporation Account—historical average $1,7000,000 . $15,000,000 for the 4-B Corporation Account—historical average$11,750,000 . $4,500,000 for the TIRZ#1 Account—historical average$2,800,000 Peak tax season balances may combine to exceed$6,000,000. Balances of the City of Pearland/Pearland TIRZ#2 shall be collectively insured and collateralized. The Pearland Development Corporation and the Development Authority of Pearland shall be each separately insured and collateralized. Please clearly explain any collateral limitations or fees. The City reserves the right to maximize or minimize bank balances regardless of historical patterns. It is expected that the successful bank will monitor the collateral adequacy on a daily basis and increase collateral if required. The City will provide prior notice if balances will increase beyond the anticipated levels,such as for the receipt of bond proceeds and tax collections. The proposal must state agreement to the following terms and conditions. . All collateral pledged to the City must be held in an independent,third party bank outside the bank's holding company. • A tri-party safekeeping agreement shall be executed between the City,the depository, and the safekeeping bank for custody of pledged securities in full compliance with FIRREA requiring a bank resolution. (Or completion of Circular 7 if the Federal Reserve is acting as custodian.) . All time and demand deposits above FDIC coverage shall be collateralized at a minimum of 102% of principal plus accrued interest at all times. . The bank shall be contractually liable for the continuous monitoring and maintaining of collateral at the City's required margin levels. • Pledged collateral shall be evidenced by original safekeeping receipts/report sent directly to the City by the custodian within one business day of receipt. • The City shall receive a monthly report of collateral pledged including description,par, market value and cusip. . Substitution rights shall be granted if the bank obtains the City's prior approval and if substituting securities are received before previously pledged securities are removed from safekeeping. . Authorized collateral is noted in the City's Investment Policy. Wells Fargo Bank N.A. 61 110 Wells Fargo's Public Funds Administration group has reviewed the information provided in the paragraphs above, as well as the information included in the"Collateral Requirements" section on Pages 18 and 19 of your original RFP document, and the Investment Policy and Investment Strategy document provided as an attachment to your RFP. Our comments related to three items included within the documents are provided below: ■ On Page 14 of 28 of the original RFP: "Substitution rights shall be granted if the bank obtains the City's Prior approval and if substituting securities are received before previously pledged securities are removed from safekeeping". Wells Fargo comment: Wells Fargo Bank will continue to monitor and pledge collateral in accordance with the existing Depository Pledge Agreement. • On page 19 of 28 of the original RFP: "Executed contemporaneously at each transaction of acquisition or release of the asset". Wells Fargo comment:The Depository Pledge Agreement is a continuous contract and is already in effect. • On Page 19 of 28 of the original RFP: "City requires within sixty (60) days of award of bid, copies of the institution's minutes where the board of directors approved said collateral and that it is an official record" Wells Fargo comment: The City is currently a customer of Wells Fargo Bank and does not require additional collateral approval. We will continue to meet the City's collateral requirements. a. Please clearly explain any collateral limitations or fees. There are no limitations or fees from Public Funds Administration (PFA). b. Explain how the bank monitors daily collateral requirements and the responsiveness to changing needs. Our Public Funds Administration group will monitor deposit balances on a daily basis and make changes to the collateral as needed. When a change in collateral is made, an updated pledge report will be sent. Please refer to PFA Overview Customer Memo attachment for additional details. c. Provide a sample of your monthly collateral report. A sample of our Pledge report is attached to our response. • Wells Fargo Bank N.A. 62 111 d. State the bank's acceptance of the collateral conditions above. Wells Fargo Public Funds Administration accepts the conditions stated above. e. Does the bank propose any collateral charges,if so under what conditions are they charged and how is the charge applied? Public Funds Administration does not bill customers for collateral. P. Sweep Vehicle—If fully-collateralized interest-bearing accounts are not utilized, the City requires the use of a sweep account for overnight investment of all available funds, at a minimum,in the Operating Account. This sweep investment account shall comply with the Public Funds Investment Act and the City's Investment Policy. Interest from the sweep will accrue and be credited to the account monthly. The City reserves the right to add more accounts to the sweep option. A SEC registered"government"fund should be utilized for the sweep. Describe the bank's ability to provide such a structure and provide a recommendation as to whether the individual accounts would sweep first into a master account or be swept directly from individual account(s). The proposal must include the full name identification of the fund along with a copy of the prospectus. Minimum amounts and cut-offs should be provided as well as any requirements of the fund. A repurchase agreement will be not acceptable as a sweep vehicle. Provide historical rates for a minimum of 6 months for the sweep being proposed/recommended. Provide the fees associated with a sweep account and indicate whether they are for each individual account or for the overall sweep mechanism. If the bank cannot provide a sweep mechanism,or if alternative account types are proposed, describe the account structure proposed,including the type of accounts, interest bearing,money market,ZBA, etc.) Provide the proposed computation basis for interest bearing accounts and provide historical rates for 12 months for interest bearing accounts and/or money market accounts. The City may desire to open additional accounts, change and/or close accounts during the contract period. The new accounts shall be charged at the same contracted rate. Currently, the City utilizes a fully collateralized sweep vehicle, which pays interest monthly and complies with the Depository Pledge Agreement. Wells Fargo does offer additional sweep services. Wells Fargo Bank N.A. 63 112 The chart below indicates the past twelve months historical rates for interest bearing and money market accounts, as well as our Earnings Credit rate and sweep alternative. 1 Historical Rates: April 2006 through March 2007-. Month/Year ' oEarnings It Interest - 1 t Money F Sweep 1 ' : Credit Rate Bearing, Market Alternative 1 1 i(ECR) , 1 Accounts ,j Accounts !'A:lternativ 5 03/0 ` 24 ;4 8/o.7 4 3.1% -'` March 2007_, �" 0 5 0/0 4 90 i February_2007 __ `,;4,97°/V __r c 5 24%0 : ;,49 %0 u1 4..3"1% _4.. Januar_200'7� _ 'L4 84% =-5 24% 4.98°/u :71 i 4.32% Deceinber 2006 2 4 94%' --,7 5 24%o^ti -j i 5.01%1 4.32% -.' 1 November 2006___i'4▪90% _ F 5 22% 5:00%o '[4 3.1%o_:,q,,,:K 'October 2006 1 t[4 82%0 +75 22% i`4799670" (4 29% {September_2006 ?}4 98% _1 f522% F5 01%0 _.. 4 26%0 F _August 2006 ' 4 96%, _.:s-A 22% __:-::A . 4.92%u _.L f'4.26%_ .1 (July 2006 77,7';4 8▪ 1% _._, 5 23% T- Y � 4:88%0 71 f,-4 1,6%.:_ n 3 June 2006 j s4 72% _ 7i L4 99%007 r ;4 67%0 99% ; May 2006 7-77-114 51%y '14 88% t L4.55%VV 3 85% 'V Apri1.;2006 -7 [4 _i/o 7_ { __.� _ _.`.V 4� � ;`3:68% - a ° '4 75 ' 4 45% ° � Q. Wire Transfer Service—The City currently has approximately 13 outgoing and 11 incoming wires each month. Incoming wires must receive same day credit. Wire initiation and approval must be available over an automated system. Wire transfers must be consummated on the date instructed by the transfer request. Wells Fargo has reviewed and can comply with the above requirements. a. List the methods of wire initiation and monitoring available. Include a description/policy on repetitive vs. non-repetitive wires, security provisions, including PINs, administrator of the system,levels of approval, etc. At Wells Fargo, we understand your need for flexible, secure wire initiation systems. Our emphasis on speed and efficiency in wire transactions ensures that we can deliver the wire transfer service products that best meet the City's needs. We offer the following wire initiation systems: Wells Fargo Bank N.A. 64 113 Commercial Electronic Office (CEO) Wire Transfer Service As part of the Commercial Electronic Office (CEO) portal, our Wire Transfer service allows you to make same-day and future-dated domestic wires, international U.S. dollar wires, foreign exchange wires, drawdown requests, and book transfers. In addition, our CEO Wire Transfer service offers the City the following capabilities: • Initiate and approve multiple wires from a single screen. • Enter information into free-form wire screens for one-off wires. • Create multiple use templates for recurring wires to save time, with the option to lock all template information fields except date and amount. • Add, modify, and delete templates.. • File Upload Service uploads up to 200 freeform or templated wires at a time. • Personalize each of your user's profiles to control access to accounts and wire services. • Specify single or dual approvals before wires can be sent. Available only to CEO portal customers,the CEO Wire Transfer report shows the status of wires initiated online with real-time updates. In addition to these initiation services,the CEO portal offers Intraday reporting of incoming and outgoing wire transfer activity through CEO Treasury Information Reporting (TIR). The TIR Wire Transfer Detail report provides current-day detail on wires grouped by type: book transfers, Federal Reserve domestic wires, and international wires. You may also set your own parameters and run reports as needed. An optional service, our CEO portal Event Messaging service provides email notifications for transactions requiring approval, rejected transactions, incoming/outgoing wires exceeding a certain dollar threshold, and other wire transfer events. The process flow for wire transfers initiated through the CEO portal is as follows: Our Commercial Electronic Office (CEO) portal Wire Transfer process requires two-factor user authentication.Before initiation can begin, users log on to the CEO portal using a Company ID, User ID, and password and then a RSA SecurlD card-generated pass code. Once users have been authenticated,the system allows the initiation process for either repetitive wires or freeform wires to begin. Wells Fargo Bank N.A. 65 114 To initiate a repetitive wire,the City's users: • Search for the appropriate template or select it from a dropdown list. • Enter the value date (which can be future-dated up to 60 days),the wire amount, and beneficiary information (if not already built into the template). High-volume wire customers can use a single screen to initiate repetitive wires from multiple templates. • Click the Submit button.The system then displays a confirmation, which can be printed for the City's audit trail. • If the City does not require secondary approval,the wire is released on the value date. If the template has been set up to require secondary approval,the wire is placed in the Pending Wires: Awaiting Verification queue. To initiate a freeform wire,the City's users: • Input all required wire transfer fields including credit currency, debit account number, value date,wire amount,beneficiary account and bank information, optional beneficiary and intermediary bank information, and originator's reference data. • Search for financial institution information by name or reference number(Fedwire/RTN number or SWIFT address) and select and insert into appropriate fields within the template using our bank lookup tool. • Click the Submit button.The system then displays a confirmation. • If the City does not require secondary approval,the wire is released on the value date. If the template has been set up to require secondary approval,the wire is placed in the Pending Wires: Awaiting Verification queue. • With Wells Fargo's CEO Wire Transfer service,the City can set up approval levels for different wire types and accounts. Once the wire initiation process is complete,the approval process can begin. • Authorized approvers log on to the CEO portal and enter SecurlD pass codes to access the Wire Transfer service. Wells Fargo Bank N.A. 66 115 Wires requiring approval by a secondary party are displayed in the Pending Wires: Awaiting Verification queue. This queue only displays wires initiated by other users and that the user has the authority to approve or reject. Pending wires in the Awaiting Verification queue display summary information including value date,template name for repetitive wires, debit account, wire amount, beneficiary name, and wire status (entered or initial verification).Approvers can approve/reject one or more wires from this summary list. Before approving or rejecting a wire,they also have the option of reviewing full wire details. • If the approver chooses the full detail review, he or she can modify the wire if he or she has been given the authority to do so. • If the wire requires two verifiers, it will remain in the Awaiting Verification queue with a status of Ver-1. If the first approver modifies a wire, it remains in the Awaiting Verification queue until another verifier approves it. • If a wire is rejected, it appears in the Awaiting Repair queue.The reject reason entered at the time the wire was rejected will be displayed in the full detail review. If the wire is subsequently repaired, it will be displayed in the Awaiting Verification queue for secondary approval. After approval, if necessary, Wells Fargo's Wire Transfer system automatically checks that there are adequate funds available in your debit account and that the transfer is not going to a country or beneficiary on the U.S.Treasury's Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons list. Wires are released immediately afterwards. Payment Manager Service Available through our Electronic Commerce Services (ECS), an initiation system that uses wire transfer, ACH, and check/draft formats, our Payment Manager Service supports direct transmission of files to Wells Fargo from your enterprise resource planning (ERP),treasury workstation, or accounts payable system. Upon receipt of your file,we transmit acknowledgments and when payments are initiated, provide detailed transaction confirmations to the City. We accept standard file types ANSI 820, EDIFACT PAYMUL, SAP IDOC, Wells Fargo XML, and Wells Fargo flat file. We offer Secure File Transport suite of protocols, or various Connect:Direct options. We support https, FTP/S, S/FTP and AS2 Internet protocols and Connect:Direct with Secure+. Wells Fargo Bank N.A. 67 116 To increase controls for customers of both CEO Wire Transfer and Payment Manager Service,you can import Payment Manager Service wire transfer instructions directly into the CEO Wire Transfer service. This enables your users to use the CEO Wire Transfer service to review and approve/delete wires initiated by the Payment Manager Service. Users can also access wire templates to save time when repairing and initiating recurring wire payments. The process flow for wire transfers initiated via Payment Manager is as follows: Wire Initiation: Using Payment Manager,the City can initiate wires via the Internet using our Secure File Transport protocols or Connect:Direct. We support https, FTP/S, S/FTP and AS2 Internet protocols and Connect:Direct with Secure+. ■ Wire Approval: Customers that use both Payment Manager service and the CEO portal can import Payment Manager wire transfer instructions directly into the CEO Wire Transfer Service for secondary control and approval. The City can then use the CEO Wire Transfer service to review and approve/delete wires initiated by the Payment Manager Service. ■ Wire Release: Unless the CEO portal import option has been selected, Wells Fargo considers any wires initiated and transmitted by the City via Payment Manager as ready for release. Our Wire Transfer system automatically checks that there are adequate funds available in your debit account and that the transfer is not going to a country or beneficiary on the U.S. Treasury's Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons list. Wires are released immediately afterwards. Telephone (Voice) Wire Transfer Service When you choose telephone(voice)wire transfer service to initiate wire transfers, you can initiate wires by calling a toll-free number and speaking directly with a wire operator. A PIN-based security system ensures the safety of your information. Our Wire Transfer system automatically verifies ABA numbers and SWIFT addresses before wires are sent. We offer optional secondary callback approval procedures. Wells Fargo Bank N.A. 68 117 The initiation process for Telephone(Voice) wires is described below: Wells Fargo's Telephone (Voice) Wire Transfer allows the City to initiate all types of wire transfers by calling a single toll-free number and speaking directly with a wire operator. With built-in redundancy in our three Wire Transfer operations centers, an operator is always ready to take your calls. • Wire Initiation: The City's users must provide an account number and Wire PIN to our wire operator.The operator will then enter all initiation information and verify its accuracy with you before continuing the initiation process. Our system automatically verifies ABA numbers and SWIFT addresses before wires are sent. • Wire Approval: Wells Fargo offers optional secondary callback approval procedures to ensure the safety and accuracy of your wire transfers. • Wire Release: After approval, if necessary, Wells Fargo's Wire Transfer system automatically checks that there are adequate funds available in your debit account and that the transfer is not going to a country or beneficiary on the U.S.Treasury's Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons list. Wires are released immediately afterwards. InfoTouch Service Our Info Touch initiation service allows you to use your touchtone telephone to initiate repetitive wires,transfer money between accounts, access account information, and place stops. Wells Fargo helps you set up repetitive templates for your wires. Secured via an account number and PIN,InfoTouch service provides a confirmation number for each transaction. You can use the system to place restrictions by function (create and release),template number, and amount. We also offer an optional second person verification and release as part of this system. The process flow for InfoTouch is as follows: The City can initiate repetitive domestic and U.S. dollar international wires via our InfoTouch touchtone phone service. To streamline future initiations, you complete paper setup forms for your repetitive wire transfer templates upon enrollment in the service. Wells Fargo Bank N.A. 69 118 Repetitive Wire Initiation: Execute repetitive wires by entering your 10- digit customer identification number and password.The system will then prompt you to input the repetitive template number and transaction amount. The InfoTouch service provides a confirmation number for each transaction. You can place restrictions by function(create and release), template number, and transaction amount. Wire Approval: To ensure the safety and accuracy of your wires, Wells Fargo offers optional verification and release by a second approver. Wire Release: After approval, if necessary, Wells Fargo's Wire Transfer system automatically checks that there are adequate funds available in your debit account and that the transfer is not going to a country or beneficiary on the U.S. Treasury's Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons list. Wires are released immediately afterwards. Automatic Standing Transfer Service When you choose our Automatic Standing Transfer Service,we'll automatically initiate wire transfers for you on the dates you specify. The process flow for Automatic Standing Transfers is as follows: Repetitive Wire Initiation and Approval: To streamline future initiations, you complete paper setup forms for your repetitive wire transfers and specify initiation dates. On your specified dates,we automatically initiate your wire transfers. Wells Fargo requires no further intervention or approval from the City once the forms have been completed. Wire Release: Wells Fargo's Wire Transfer system automatically checks that there are adequate funds available in your debit account and that the transfer is not going to a country or beneficiary on the U.S.Treasury's Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons list. Wires are released immediately afterwards. b. Is future dating of wires available? Yes. Wells Fargo accepts future-dated domestic and international wire transfers of up to 60 calendar days through all of our initiation methods. Wells Fargo Bank N.A. 70 119 c. State wire access times,posting time, cut-offs, and required authorizations. It is important to the City that the bank you use is able to execute wires on the same day that they're initiated. The opening times and cutoff times by transfer type for initiating wires to ensure same-day execution are listed in the table below.The same times apply for all of our wire transfer initiation methods, including our Internet-based Commercial Electronic Office (CEO) Wire Transfer service,Payment Manager CPU-to-CPU service, telephone (voice) service, and Info Touch touchtone phone service. All times are in the Central Time zone. E Wire Type Opening.Time (CT) j Cutoff Time(CT) Fedwne Intea District �730 a m � �{ 4z30 p.m: Fedwire Inter District i 7:30va m 74:30 Piro; Drawdown Request ¢ +7 3O;�a m £4:3.0 p m International SWIFT_ 117 30 a m :4 30 p m om . 7-1 T.InternatiOnal-Telex._. .-- 7:30_a m �, 4:30 p m :- 1 Book Transfer/Internal_ i 7 30 a m 7 00 p m: -_; We accept all incoming wire activity from the Federal Reserve for as long as the Fed stays open,which is usually 5:30 p.m. CT. We credit the incoming wires will the same day we receive them from the Fed. We process incoming SWIFT transactions until 6:00 p.m. CT. d. State the bank's policy on the use of balances in anticipation of daily activity, such as maturing investments, etc. . Wells Fargo will accommodate the City's use of balances in anticipation of daily activity. Wells Fargo Bank N.A. 71 120 R. Payment for Services—The City intends to pay for all services provided by the earnings credit amount generated by account balances, or by direct payment,or a combination of both. ▪ If a fee basis with a sweep is utilized for compensation purposes,all or certain accounts will be swept daily by the bank to a zero balance(or rounded minimums) daily. Others,if not swept,will pay fees or maintain balances. • If a compensating balance with a sweep is utilized for compensation purposes, all accounts will be swept daily by the bank to the target compensating balance. . On a compensating balance basis, any earnings credit/debit shall be carried over for net settlement on a semi-annual basis. Wells Fargo has reviewed and can comply with the above requirements. S. Research—The City requests that all research requests are responded to within one business day of the request and resolved within three days. a. Confirm the bank's agreement to the one-day research schedule. Failure to perform may be terms for termination of the contract. Wells Fargo has reviewed and can comply with the above requirements. T. Bank Errors—Bank errors resulting in lost interest to the City will be reimbursed by the Bank to the City. Reimbursement will be at the daily effective Fed Funds rate. a. State the bank's agreement to this condition and rate. Wells Fargo will comply with this requirement. The rate is Wells Fargo's Prime Rate which is currently 5.25%. This rate is subject to change. U. Account Executive—The bank will provide the City with an Account Executive person whose responsibility must be to serve as primary liaison between the bank and the City. This person will ensure a smooth contract implementation and continuation of services, coordinate services and expedite solutions of any problems. The Account Executive will meet with City staff as needed on all banking matters. A back up must also be assigned. Wells Fargo has reviewed and can comply with the above requirements. Wells Fargo Bank N.A. 72 121 a. Provide the names,titles,and resumes of the proposed account executive and back-up representative. Tim Kreitzer-Vice President Relationship Manager Tim is the primary contact for the City, managing the relationship with the help of a knowledgeable team supporting him. Tim has been with Wells Fargo for over 14 years. After nine successful years on the retail side of the bank, Tim made the transition to business banking in the fall of 2001. Tim has served as the Relationship Manager for the City of Pearland since 2002. Tim strives to provide the best in products and services to his customers. Tim's team includes the following: Logan Thibodeaux-Vice President Back up Relationship Manager Logan has the distinction of being the first government banking industry specialist to be hired by Wells Fargo to serve the greater Houston Area. Logan joined the team after spending the last six years in various treasury management roles. Logan's unique knowledge of treasury management products combined with his dedication to the government sector provides the City with a valuable resource to call on. Kim Maxey-Vice President Treasury Management Sales Officer Kim has been involved in treasury management sales for over ten years. Kim supports relationships with cash management and information reporting needs. Kim has relationships with numerous governmental entities in the greater Houston area. Gil Ramon-Vice President Institutional Brokerage Representative Gil is available to provide investment advice and products to the City. Gil focuses his expertise on corporate and institutional investing. Don Grimes-Vice President Public Finance Representative A great resource for the City,whether it involves the issuance of bonds or the financing of needed equipment,Don is available with advice and competitive rates for projects. Wells Fargo Bank N.A. 73 122 Mercedes O'Brien Client Services Officer Mercedes has served as the dedicated Client Services Officer for the City of Pearland since 2002.Mercedes is only a phone call away with answers to questions dealing with the CEO portal, password resets or research needs. Kellie Jeffrey Administrative Assistant Kellie provides Tim and Logan with administrative support. Kellie is available to help the City with issues or questions when needed. Huong Luu Administrative Assistant- Treasury Management Huong supports Kim Maxey with treasury management sales and support. Carl Polk Treasury Management Implementation Associate Carl serves the City as the implementation specialist for treasury management products. Carl works closely with Kim and Huong making sure the City's treasury management needs are being met in a timely manner. b. The City shall require a review meeting at least once every six months to evaluate the working relationship between the City and the successful bank. The objective shall be to address any problems and to seek solutions as well as keeping abreast of changes,new services, or new requirements. The team is ready to meet with the City whenever the need arises. Our close proximity to City Hall allows us to be on hand as needed by the City. V. Currency and Coin—The bank shall agree to provide currency and coin to the City when requested at any branch location. The City shall either present a check or make a cash exchange for the currency and coin. a. Confirm the bank's agreement to currency and coin requirement. Wells Fargo will comply with the City's requirement for currency and coin services as stated above. Wells Fargo Bank N.A. 74 123 W. Banking Supplies—The City may desire to order deposit slips, endorsement stamps, deposit bags, checks and other supplies through the bank. a. Please provide a list of supplies and associated fees. Wells Fargo will provide tamper evident bags and a safe deposit box at no charge to the City for the life of the contract. In addition, if the City contracts with an armored car delivery service for daily pick up between City Hall and our downtown cash vault, Wells Fargo will pay for the service. X. Purchasing Cards—The City currently has 74 employees using purchasing cards. On the morning of the 1st day of the month,all the transactions for the previous month are downloaded from the bank and posted to our accounting software. The cardholder then reconciles their transactions using the City's accounting software. The transactions must be available for download by 7:00 AM CDT on the first day of the month. In a process that generally takes about 48 hours, commercial card transaction data is fed to Wells Fargo,where we make it available to the City electronically, 24 hours a day, seven days a week, via our online applications.To maximize visibility to your current spending, as well as trends and patterns, our applications lets you quickly and easily obtain, analyze, and distribute reports. Wells Fargo's applications let your Program Administrator(s) obtain comprehensive expense reports— including out-of-pocket payments to vendors who may not accept the card. You may access our Commercial Card Expense Reporting(CCER) application through our secure Commercial Electronic Office(CEO) portal. CCER is hosted by Wells Fargo. It is a thin client, requiring no end-use installation,just a browser like Internet Explorer. a. What card platforms does the bank support(MC,Visa)? Is a third party processor used? Due to its wide acceptance globally, and its ability to make rich data available to you quickly, Wells Fargo uses the Visa card platform. The ease of obtaining card program data and reports, and integrating it with your other systems is, in our opinion, unsurpassed with this program. Wells Fargo Bank N.A. 75 124 As our strategic partner, Visa also helps us assist many companies by sharing the benefits and costs of commercial card integration, establishing program goals and metrics, assisting on purchase process reviews, discussing integration challenges, reviewing and testing inbound file configuration, and discussing report generation and usage. One example of collaboration is the direct partnership between Visa and Oracle, which can enable a direct file transfer that automatically pre- populates travel/entertainment expenses with card transactional information. This can reduce the time it takes for employees of Oracle ERP customers to reconcile their card expenses. Wells Fargo augments this service by tailoring the frequency of file delivery through daily, weekly or monthly options and by ensuring that files are delivered through the most secure means. b. What,if any,information is available on-line? When? Describe data download and integration capabilities. Describe reporting capabilities Your employees can create custom reports or query any of the 70+fields of transaction information available from Wells Fargo's web-enabled software application. In addition to the standard reports we provide,the City's program administrators and approvers can create custom queries. For example, you may wish to see all transactions over a certain dollar limit,with certain merchant types,within a specific date range. Please see the Attachments section of our response for a full list of the 70+data fields. The following illustrations show how easy it is to create custom reports and queries with the WellsOne° Commercial Card program: i=nmsermamimmaxa__._.,_-__Y�.._.__ A "`_ Create Custom - - I .' ® Report Template ^--'° . Name the template +ww.n.± _ _ _ `(""' .Select the order of °-.."�e:e.a.. "".t- --7 r=- - fields to appear on your your ma'. '`i" .#1-7-- :,fir i•Designate the desired °111114 �t r... t fir- " width . r r i'""-_ Wells Fargo Bank N.A. 76 125 Ad Hoc Reporting Select Report Type' - I ReportType FM-hoc Report Wart Division i Division. lal — Select Date Type '1 Data Type C Transaction Date r Posting Date 3 fSelect Date Rang"e:' µ _ di Start_Dale End Date !Select Columns . _ _ Available Columns BMCard Number i�Merchanl Name -j MerchantlD - ji j y Transaction Date Posting Date _ _ Amami j Merchant Type (S ct Filter Filler IJ '—..' -. 3 All Top 10 �01 Top 20 To.SO c. Does the bank have on-line transaction review?Account allocation? Yes. With one consolidated platform for all expenses—purchasing, travel/entertainment(T&E), and fleet—including non-card expenditures such as tips to cab drivers, cardholders may go into Wells Fargo's online system anytime to review and reallocate transactions to appropriate cost centers. d. What client support is available? How is it provided? We will assign an Account Manager to you at the onset of your commitment. He or she is usually introduced in the design phase of the relationship, in order to manage your customized service implementation. Once installation is completed, he or she will provide continued support throughout the life of the program. Account Managers are always looking for new solutions and will work with you on an ongoing basis to help you maximize the value of your commercial card program. Their main responsibilities include the following: ■ Serving as the primary point of contact for any communications, outstanding issues or process integration needs Wells Fargo Bank N.A. 77 126 • Sharing industry benchmarks and best practices so your program can receive the benefit of global processes improvement • Defining a strong supplier strategy • Orchestrating all ongoing training, service requests, and upgrades • Documenting and managing any custom initiatives the City may require and introducing additional features that can add further value to your program • Reviewing and measuring program growth year after year; ensuring a clearly defined purchasing card strategy that aligns with your overall objectives; and identifying additional opportunities for purchasing card payment Ultimate accountability for your satisfaction with the WellsOne Commercial Card program lies with your Account Manager. In addition to a dedicated Account Manager, Wells Fargo offers you unlimited access to our web-enabled Commercial Card Expense Reporting (CCER) software, giving you real-time control over all program aspects. You also receive toll-free access to our Business Purchasing Service Centers (BPSC) in San Francisco and Salt Lake City, dedicated exclusively to WellsOne Commercial Card customers and their cardholders 24 hours a day, seven days a week. BPSC people service our customers' day-to-day operations with the following roles and responsibilities: ■ Customer Service Officers (CSO): Process new card and maintenance requests. Respond to general customer inquiries. • Implementation Associates (IA): Set up and implement new programs. Provide ongoing support for applications,reports, and balancing statements.Answer technical questions about functionality. • Billing Specialists: Generate statements, balance core systems, process General Ledger(GL) online,research and make adjustments, process payments and practice accounting. ■ Dispute Resolution and Fraud Management Specialists: Monitor card transactions using sophisticated fraud detection software. Identify suspicious transactions for review and notify customers' Program Administrator(s) when appropriate.Assist Billing to research and process adjustments of disputed transactions. Wells Fargo Bank N.A. 78 127 - Because we recognize that our experience in the financial services arena brings value to the City, most of our service officers have ten plus years in tenure and many are long-term employees of Wells Fargo. Each person in the BPSC reports to a team leader, who ultimately reports to the department manager.There is also a full-time person responsible for quality improvement: this individual works with our BPSC manager and team leaders, reviewing current processes and suggesting additional opportunities for efficiencies and improved service. e. Describe the diverse parameters and restrictions available for the card control. How many access/approval levels are available? The City may institute spending controls and limits for your entire organization, business units/departments, merchants/suppliers, and individual cardholders. You will also have the ability to limit, or block entirely, the cash advance feature of WellsOne Commercial Cards. Program Administrators(PA) can place pre-set restrictions on the types of merchants available for commercial card use—defined by Merchant Category Code(MCC).They can also pre-set dollar limits, maximum number of transactions, and total dollar amounts for specific MCCs. City of Pearland may establish limits on cardholders' purchasing authority according to any combination of the following controls: • Dollars per transaction • Dollars per day • Dollars per month • Numbers of transactions per day • Number of transactions per month • Merchant category codes • Merchant IDs Each department or division can have its own purchasing parameters custom-designed. If your business needs change, you can easily modify purchasing authorizations and spending criteria. Your PAs always have online access to make real-time changes/adjustments to card controls, allowing flexibility for emergency purchases;they may prohibit or allow all cash transactions, including cash advances, and they can set dollar limits at all levels. Wells Fargo Bank N.A. 79 128 The City can also have different MCC level account defaults, overrides and transaction and dollar limits. One way to limit liability when making large dollar purchases with key suppliers is to open an individual card for use only at a specific Supplier I.D. There are five different types of users that can be assigned: Program Administrator, Approver, Reconciler, Card Holder, and Out of Pocket. f. Discuss settlement and corporate liability terms. Include information on bank support for the program,the bank's experience, settlement terms on payment,security procedures,and license requirements.How will billing be received? Failure to immediately report loss, theft, or employee termination is the City's greatest risk with this program. You have no liability for charges made once a card has been properly reported to Wells Fargo but you are expected to notify us immediately,via toll-free phone number or e-mail, whenever a card is lost, stolen or you suspect a fraudulent charge. Most customers already employ methods that safeguard them in the event of employee fraud. With the commercial card program, we share your risk with Visa Liability Waiver Insurance, which protects you from employee misuse of charge privileges. This $100,000 coverage per cardholder includes the following stipulations: • Cardholder was a City employee • Charges did not benefit the City • Employee was terminated and card was cancelled before, or zero to two days after,termination • Charges occurred within 75 days prior to and 14 days subsequent to termination Card cancellation and employee termination dates establish the protection period for unauthorized charges. We bill all charges to the City with the frequency and cycle cut-off date you determine during implementation. Statement cycles can accommodate variable fiscal periods, so you may determine the specific time of the week or month to pay. Our normal billing cycle is monthly but we can also bill you daily, weekly, or twice monthly, increasing your rebate potential in exchange for more frequent payment. Wells Fargo Bank N.A. 80 129 The City's Program Administrators have online access to program charges 24 hours a day, seven days a week via our web-enabled software.The Program Administrator will receive e-mail notification that a statement is ready, along with a faxed copy, on the business day following the close of the cycle. You may send payment to Wells Fargo by ACH or wire transfer. Wells Fargo continuously evaluates the latest technology to improve protection against unauthorized access or alterations to customer data and we will meet with the City's team to discuss any questions you may have about the security controls we have in place, including the following: • Firewalls: Act as a barrier to restrict access to your confidential account information. • Authentication: Determines the identity of people who have access to your data, providing a high level of security. We use Token Authentication with financial, high-risk transactions and text password authentication for all other transactions. • Data Integrity: Protects the consistency of the City's data, ensuring it is not altered or destroyed as it is transported over the Internet. Wells Fargo accomplishes data integrity through encryption and hash functions. We believe we provide the most effective, state-of-the-art encryption technology to ensure confidentiality by transforming plain text information into unintelligible characters for transport. • Authorizations: Guard against improper access to data or computer resources by establishing what particular users (or roles) are allowed to do.Authorizations allow the City to designate who has access to specific accounts within your organization. They let you delineate what activities your employees are allowed to perform, in order to facilitate your processes and reports while ensuring appropriate security. Authorizations also enable you to establish limits on the amount of funds authorized users can handle. • Physical Security: Complements electronic security with stringent safeguards at our data centers, including security guards and access controls, such as card keys and closed circuit television monitoring. • Personnel Security: Complements Wells Fargo's electronic and physical security controls and addresses processes such as screening employees, informing them of our security policies, and strictly enforcing those policies. • Finally, Audit Controls provide the ability to monitor and track key activities on your accounts. Wells Fargo Bank N.A. 81 130 g. Describe how cards are issued, deleted or replaced. How are lost/stolen cards handled? To receive maximum benefit from the Visa Liability Waiver Insurance you receive with the commercial card, it is important that the City report lost or stolen cards as quickly as possible by calling our toll-free number. We ask that you follow-up with an email confirmation to our Business Purchasing Service Center(BPSC). Our web-enabled software gives the City's Program Administrator(PA) real-time, online functionality to activate new or replacement cards. Additionally, new cards can be ordered through the BPSC. We typically send newly issued cards to the PA, unless he/she specifically requests that they be sent directly to cardholders. Depending on your mailing preferences, delivery usually happens within three to five business days in the US and five to seven business days abroad. However, emergency card replacement can occur within 48 hours. Wells Fargo trains your Program Administrators in best practice processes, and provides template documents,to assist them in administering activation/deactivation of accounts, card distribution, and asset tracking. Activation/Deactivation Because the WellsOne Commercial Card program is structured around corporate payment, we do not require or track individual employee applications;therefore,this process will be internal to the City: New cards and renewals: Your Program Administrators build cardholder profiles when they set new users up in Wells Fargo's online software, including the following fields: • Name • Email Address • ID Number • User Role—cardholder, approver, program administrator, Out-of- Pocket only, reconciler, view only • Division • Primary& Secondary Approver • Offline Cardholder • Embossing Instructions • Shipping Address • Default coding assigned to cardholder Wells Fargo Bank N.A. 82 131 ■ GL Mapping Template ■ MCC Inclusion/Exclusion Template ■ Account Parameters—Daily& monthly number of transactions, daily &monthly dollar limit, and single purchase limit Renewal cards are automatically sent to City of Pearland's Program Administrators approximately 30 days prior to card expiration dates. Lost or stolen cards and replacements: Cardholders must immediately call Wells Fargo's toll-free number to report lost or stolen cards. Your Program Administrators will follow up with an e-mail confirmation once they have updated their records;Program Administrators may order replacement cards, which we prefer to send to your administrators for security purposes but will send directly to the cardholder if necessary. Deactivating cards and canceling accounts: To ensure that the City receives the full benefit of the Visa Liability Waiver Insurance included with our program, Program Administrators should report cancellations due to employee terminations immediately.They may deactivate cards and cancel accounts in real time with our online software or call the BPSC. Activation and deactivation functions available to your Program Administrator(s) via our online software include the following: ■ Create New Users ■ Cancel Cards ■ New Card Requests ■ Disable Users NOTE: Card activation is also available to your Program Administrator(s) online, on a real-time basis. Entering the card number and the Unique ID of the cardholder activates the card for usage. h. Describe any unique features that should be considered. Wells Fargo will work to enhance the rebate schedule for the City's current program. A meeting between the bank and purchasing card Program Administrators is required to establish new revised guidelines for usage and rebate levels. Wells Fargo Bank N.A. 83 132 Continuous improvement depends on your ability to monitor and measure actual results.The WellsOne Commercial Card program helps customers like the City approach payables armed with best practice tools such as Visa Supplier Matching and Wells Fargo's proprietary Sales and Use Tax calculators, disbursement analyses and 1099 reporting and expense allocation software. The purpose and benefits of these unique features are summarized in the table below. Streamline Processes SAVE TIME [Increase Visibility CONTROL COSTS 1., ,. s (Sales and Use Tax Calculator thus custom, #Visa Supplier Matching allows us to verify 1: software we created allows your"tax ` "` 1#which-of your,mercharts can furnish analysts to,derive Van estimated sales tax • i enhanced Level_III transaction information `l liability by taxing;authority By leveraging j If key suppliers do not already provide Level II data(sales tax amount)passed by ¢Level III data,we can work with you to merchants,comparing the cardholder state ;-solicit them or identify`alternative of residence to the;merchant state, and using#r merchants that are,already Level III t 1'4filters based on Account,MCC and • } capable s Merchant name, aCity tax analyst can a % iriassa a this datato derive tax liabili `' _ IRS1099 and socioeconomic(1057)Status ;1DisbursementAnalvses identi2.fy 44 where you Reporting this online solution lets you t are continuing;to issue'tnanualc'checks and '` access your transaction dataX after suppliers purchase orders'at an average cost'of$67 have been matched to merchant - 1(each,quantifying any potential savings you demographic data contained m the Visa could achieve by moving these transactions If3 Merchant Profile Database(VMPD), • `.to the WellsOne Commercia• l Card Whelping you file IRS• 1099,and 1057 i; ? information -- IRS 1099 and MWOBE Status Reporting Summary level and transaction detail reports are available online for viewing. In addition,the City can download the data in a variety of formats for further analysis. Transactions are summarized by merchant and all relevant demographic information about the merchant is provided including full address, incorporation status code, and tax ID number (TIN). You may sort report results in ascending or descending order, based on the following user-defined fields: • Calendar year or quarter • Report format • Output type(view/download online, or send to mailbox) ■ Transaction types to be included Wells Fargo Bank N.A. 84 133 • Incorporation status of the merchants involved For 1057 reports, you may choose from a number report criterion, including the following: • Date range (calendar year, quarter, or user-defined) • Report format • Output type (view/download online, or send to mailbox) • Transaction types to be included • Merchant Category Codes of merchants/transactions to be included • Incorporation Status codes of merchants/transactions to be included Users can further refine these reports using the following optional filters: • Minority Vendor(by type) • Women-owned vendor • 8A classified Vendor • SBA Registered Vendor • Small Disadvantaged Business • HUB Zone Indicator • Disabled Veteran • Vietnam Era Veteran • Veteran i. Provide three comparable references for the service. City=of Victoria City of Spring Valley j IContact: Andrew Jacob c Contact Kelly-Johnson E Assistant Finance Director Director of Finance tp)-361-485-3080 713 465 8308__ _ . V _-�_�._ !city of Corpus Christi Contact: Mike Barrera-'f Director of Finance (p)_361-880-3169 . V •E-Mail:`mikeb a,cctexas coin , '. Wells Fargo Bank N.A. 85 134 Collateral Requirements As security for the deposits of the City of Pearland,the bank through the bank's independent third party custodian,Federal Reserve Bank,will pledge to the City of Pearland securities equal to 102% of the demand deposit balances, certificates of deposit plus accrued interest the City maintains in the bank. The bank's pledges will be at market value less applicable FDIC coverage. Securities pledged by the bank as collateral shall be authorized investments according to the City of Pearland Investment Policy(attached) and the Public Funds Investment Act. The bank must,not later than five days before commencement of the term of the contract,provide collateral for City funds to be deposited with the bank. Pledged collateral will be evidenced by original safekeeping receipts/reports sent directly to the City by the custodian. The institution shall provide the City a report of securities pledged at the end of each month or at any time requested by the Director of Finance,the Assistant Director, or the City Manager,or any other designated City official. The report should reflect the total pledged securities itemized by: Name Type/Description CUSIP Par Value Market Value Maturity Date Rating by Moody's or Standard& Poor's The bank is responsible for the continuous monitoring of and maintaining margin requirements. Substitution rights will be granted if the bank obtains the City's prior approval and if substituting securities are received before previously pledged securities are removed from safekeeping. Release of collateral to be approved by authorized personnel of the City. The bank agrees to receive,pay out and collateralize funds pursuant to governing laws and the collateral requirements as set forth in the City's Investment Policy. The bank covenants and agrees that in the event the terms, covenants,or conditions of the bid document,or any subsequent addendums or changes, or the Safekeeping Agreement are in any way breached or violated or for any reason the bank has failed to perform under the terms and conditions of said documents and/or agreements,the City reserves the right to terminate this Contract or any agreement entered into subsequent to or by reason of the bid previously submitted by the bank and shall have the option to withdraw deposits without penalty. Failure by the City at any time or instance to exercise any of its rights under this Contract shall not constitute a waiver of any of the City's rights as stated herein. Wells Fargo Bank N.A. 86 135 Collateral may be audited at least annually by the City's independent auditors and may be audited by the City at any time during normal business hours of the bank. The Collateral Agreement must meet the following four requirements: Written. Approved by the Board of Directors. Reflected in the official minutes of the Board of Directors. Executed contemporaneously at each transaction of acquisition or release of the asset. The City requires within sixty(60) days of award of bid, copies of the institution's minutes where the board of directors approved said collateral and that it is an official record. - Provide a copy of the monthly collateral report as well as attach the collateral agreement. The safekeeping arrangements should be included in the response and specify: Where the securities will be held. In what form the securities will be held. The responsibilities of all parties involved. How will the bank monitor the account to meet the collateral margin requirements? The procedures used to govern receipt,transfer and handling of the securities. Comprehensive list of service prices for safekeeping. There will be no cost to the City for safekeeping of the collateral for deposits. Please see below for a summary of our Collateralization process. A copy of the proposed safekeeping agreement should be included in the proposal. Wells Fargo Bank N.A. 87 136 Summary of Collateralization Process Wells Fargo conforms to the provisions of the Texas Government Code. Each Public Funds customer is separately insured in the amount of $100,000 in the aggregate for all time and savings deposits, and up to $100,000 in the aggregate for all demand deposits. Wells Fargo collateralizes uninsured balances by pledging securities from its investment portfolio. This portfolio consists primarily of government agency securities and collateralized mortgage obligations. The Federal Reserve Bank acts as custodian. The Pledgee Agreement, along with FedMail Request Form, is required to pledge collateral with the Federal Reserve Bank. Once completed,the agreement and form should be faxed to 415-371-3292.Please keep a copy for your records. Wells Fargo is responsible for daily monitoring and controlling the individual collateral requirements of a Public Funds customer.A Depository Pledge Agreement prepared by the bank is executed by the Public Funds customer requiring collateral and Wells Fargo Bank, National Association. NOTE: The Depository Pledge Agreement must be executed in duplicate. Please send two (2) signed originals back to our office for execution MAC A0119-173.The custodian provides safekeeping receipts as new securities are pledged. Pledge Reports are provided whenever there is a change to the collateral and at month end. Wells Fargo Bank N.A. 88 137 Investment Activities A. Direct Investment Alternative—The City's direct investment activities may take place in City accounts. The City shall have the right, at its sole discretion,to direct investment of its funds. The successful bank will be required to provide clearing and safekeeping services for City investment activity. The attached Investment Policy outlines the City's options for investing any and all funds. The policies are subject to annual review and revision by the City Council. 1. The bank will transact the purchase or sale of investments only upon instruction of an approved Investment Officer of the City. 2. Investment transactions must be consummated on the instructed settlement day and on a delivery versus payment basis. 3. Upon purchase,sale, or maturity,written notification will be sent to the City within one business day. 4. Safekeeping Receipts will be delivered to the City for each purchased security. 5. The bank will provide safekeeping services to the City either at the bank's own facilities, a Federal Reserve Bank,or a bank acceptable to the City. 6. Monthly reports detailing all investment activity, investments held, and current market value for investments held will be provided to the City no later than five (5) business days after the close of the month. B. Any sweep alternatives that may be proposed must meet the requirements as outlined in the City's Investment Policy and the Public Funds Investment Act. C. Describe bank safekeeping arrangement proposed, name any correspondent bank used for custody. D. Please outline the list of services and fees. Wells Fargo Institutional Brokerage will comply with all requests and conditions outlined in the Section titled Investment Activities. Please refer to the following Attachments which specifically pertain to items C and D: • Products and Services for Public Entities • Safekeeping Services for Public Entities • Brokerage Safekeeping Services Fee Schedule Wells Fargo Bank N.A. 89 138 Overdraft Provisions The City does not intend to have a net overdraft position occur during the course of the contract period. A net overdraft shall be defined as a negative balance in the City's accounts. All demand deposit overdrafts incurred in the normal course of business will be covered at no cost to the City as long as sufficient balances exist in other City accounts. In the event a check or checks shall be presented for payment where there is insufficient funds for the purpose of paying checks,the successful bank agrees to promptly notify the Assistant Director or the Director of Finance,by telephone,fax,or other means, of the overdraft condition, and to provide the City a period not exceeding one business day to respond and rectify the condition. Wells Fargo will comply with this requirement. Wells Fargo Bank N.A. 90 139 Other Stipulations A. The successful bidder shall notify the City in writing within ten (10) days of any changes in Federal or State regulations or laws that would affect the Bank Depository Services Agreement. Wells Fargo will comply with this requirement. B. The City utilizes facsimile signatures on its payroll and disbursement checks. Wells Fargo allows the use of facsimile signatures.A sample must be provided to the bank. C. In the event it would be ruled illegal under the provisions of any Federal or State laws or regulations for the successful bank to comply with the requirements of the Bank Depository Services Agreement,then the City expressly reserves the right and privilege to cancel the Bank Depository Services Agreement and to re-bid. Wells Fargo will comply with this requirement. D. The successful bank's records relating to the City's accounts shall be open for review during normal business hours by designated staff members or appointed independent auditors. Wells Fargo will comply with this requirement. E. The City reserves the right to open and maintain one or more demand accounts at financial institutions not affiliated with the successful bank. Wells Fargo will comply with this requirement. F. The City expressly reserves the right to terminate the depository agreement with or without cause at any time by providing thirty(30) days written notice to the depository to close its accounts. Wells Fargo will comply with this requirement. Wells Fargo Bank N.A. 91 140 Conflict of Interest Questionnaire As of January 1, 2006, the Texas Local Government Code Chapter 176 requires all vendors and potential vendors who contract or seek to contract for the sale or purchase of property, goods, or services with any local government to complete and submit a Conflict of Interest Questionnaire. In filling out the questionnaire,the following are the current City Council, Development Authority, and City employees who will either recommend or approve award of the proposal. City Council: Mayor Tom Reid Councilmember Steve Saboe Coumcilmember Helen Beckman Councilmember Richard Tetons Councilmember Felicia Kyle Councilmember Kevin Cole Development Authority: Chair Tom Reid Vice-Chair Bill Sloan Secretary Henry Stanaland Ed Baker Director Tom Pool Director City Staff: City Manager Bill Eisen Director of Finance Claire Manthei Assist.Director of Finance Rick Overgaard We have completed, signed and attached the Conflict of Interest Questionnaire. Wells Fargo Bank N.A. 92 141 Proposal Requirements One original and two complete copies and one diskette or CD Rom of the proposal, sealed and clearly marked "Bank Depository Services RFP, RFP #2007-26 shall be mailed or delivered to the City Secretary's Office by 10 A.M., CDT, on Friday, May 4,2007 and addressed: City Secretary City of Pearland 3519 Liberty Drive Pearland,TX 77581 One copy and diskette or CD Rom shall also be sent to: Linda T.Patterson Patterson&Associates 301 Congress Avenue, Suite 570 Austin,Texas 78701 A. PROPOSALS RECEIVED AFTER 10:00 A.M. CDT ON THE DATE DUE WILL NOT BE OPENED. BIDS MAY BE WITHDRAWN ANY TIME BEFORE THE OFFICIAL OPENING. B. The proposing institution shall use this RFP as the Official Bid Form. Submitted prices,rates, conditions, and answers shall be included in final contract form. The signed, submitted response should include printed copies of all completed worksheets and will be deemed the respondent's official proposal. To reduce errors and increase the ease of both response and evaluation,the City is providing files of the RFP in MS-Word format and the fee schedule in MS-Excel format. The Conflict of Interest Questionnaire is in pdf format. It is important that the respondent's use of the files include highlighting of any additions to, exceptions to, and changes of the RFP. The return of the completed MS-Excel fee schedule file via diskette or CD-Rom with the submitted proposal is requested. C. The City reserves the right to request additional information or to meet with representatives from proposing organizations to discuss points in the proposal before and after submission, any and all of which may be used in forming a recommendation. Wells Fargo Bank N.A. 93 142 D. All questions asked by any RFP recipient,with their respective answers, shall be documented and distributed via e-mail to all RFP recipients prior to the RFP deadline. E. The City reserves the right to reject any and all proposals,to waive any informalities or technicalities, clarify any ambiguities in the proposal and to accept the proposal it considers in its best interest based upon the requirements and descriptions outlined in this RFP. F. Bidder must qualify under current Texas law as a state or national bank to serve as a municipal depository bank. G. Transfer of funds will commence at such time the successful bank has provided the City with all required forms and supplies necessary to insure uninterrupted day- to-day operations. The successful bank commits its "best efforts"to complete the execution of documentation and receive transfer of funds by the October 1,2007 contract period start date. Failure to complete by the start date, at the discretion of the City, could result in an alternative bank selection. H. The successful bank shall,upon termination of contract, cooperate with the new bank for transfer of funds. I. At the expiration of the response deadline,proposals shall be opened and the names of the applicants will be publicly read. No price or further information will be released at that time. J. Any questions concerning this RFP should be directed to: Rick Overgaard,Assistant Director of Finance or Claire Manthei,Director of Finance City of Pearland,Texas 3519 Liberty Drive Pearland,TX 77581 281.652.1755 281.652.1707 fax cmanthei a,ci.pearland.tx.us rvergaard a,ci.pearland.tx.us Wells Fargo Bank N.A. 94 143 CONTACT WITH ANY OFFICIAL OR EMPLOYEE OF THE CITY OF SUGAR LAND OTHER THAN THOSE LISTED ABOVE REGARDING THIS REQUEST FOR PROPOSAL MAY BE GROUNDS FOR ELIMINATION FROM THE SELECTION PROCESS. Wells Fargo has reviewed and will comply with the City's proposal requirements. Wells Fargo Bank N.A. 95 144 PROPOSAL SUBMITTED BY This Proposal is being submitted to the City by the following person duly authorized to act on behalf of this financial institution. Wells Fargo Bank, NA Name of Financial Institution 9821 Broadway Ste 105 Pearland,TX 77584 Address of Financial Institution (713) 383-1608 Telephone Number Tim Kreitzer Vice President Officer Name&Title(Printed) V • Officer Signature 4/27/07 Date _ tim.b.kreitzer@wellsfargo.com E-mail Address 0000coc0000000c000c00000000000( ic0000000c00000c000000000000c000000coc0000c000000c000cococ000000 cO D Wells Fargo Bank N.A. 96 145 ACCEPTANCE OF PROPOSAL This proposal, having been approved by the Pearland City Council, is being accepted for the City by the following person duly authorized to act on behalf of the City: Name (print) Signature Title (print) Date c00000c000000000000000c00000000000c00000coc00000c000000000c x0000000000000000c000000000000000c000co This proposal, having been approved by the Board of Directors of the Development Authority of Pearland, is being accepted for the Corporation by the following person duly authorized to act on its behalf: Name (print) Signature Title(print) Date oocococoa00000c000c0000000cococ000c000cocx)0000G000000000c000000000000000000000coc000(x)0000000000c000 Wells Fargo Bank N.A. 97 146 1) Overdrafts: Overdrafts are not anticipated to occur, however, should a net overdraft condition occur,the following stipulations shall apply: Maximum number of banking days the overdraft shall be N/A allowed: Maximum amount of the overdraft: $N/A Interest rate per annum computed on the overdraft: N/A% The City will not have limitations set for overdrafts. If an overdraft situation occurs, the Relationship Manager and the City will work to resolve the issue with no charges or penalties to the City. ©2007 Wells Fargo Bank,N.A.All rights reserved. Member FDIC Wells Fargo Bank N.A. 98 147