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R-07-04-26-12D1 - 4/26/2007 RESOLUTION NO. R-07-04-26-12D1 WHEREAS, Chapter 1, Section 1. 1100, Code of Ordinances, City of Round Rock, Texas, provides that the City Council shall select a City Depository for the custody of City funds; and WHEREAS, the City has requested applications from banking firms authorized to submit such applications; and WHEREAS, in accordance with Section 105 . 014 of the Texas Local Government Code the City, in reviewing the applications, has considered the terms and conditions for the performance of depository services, including the type and cost of services to be provided to the municipality, consistent with any policy guidelines adopted by the City regarding the selection of one or more depositories; and WHEREAS, Bank of America has submitted the most favorable application; and WHEREAS, the City Council desires to accept the application of Bank of America and to enter into a Depository and Banking Services Contract; and WHEREAS, Section 105 . 015 (a) of the Texas Local Government Code empowers the City Council to authorize a designated officer to execute on the municipality's behalf one or more depository services contracts; and WHEREAS, Section 105 . 016 (a) of the Texas Local Government Code requires the City Council to designate the financial institution to serve as a depository for the municipality' s funds, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: WPFDesktop\::ODMA/WORLDOX/O:/WDOX/RBSOLUTI/R70426D1.WPD/jkg I. That the City Manager and/or the Director of Finance shall be, either jointly or individually, the designated officer(s) to serve as the primary liaison between the City and Bank of America, and the designated officer(s) may exercise the powers and duties as authorized by applicable law. H. That the application of Bank of America is hereby accepted and said institution is hereby selected as the official depository of the City of Round Rock, Texas, for the period beginning May 1, 2007, through April 30, 2009; and the Mayor is hereby authorized and directed to execute on behalf of the City, subject to approval of documents by the City Manager and City Attorney, a Depository and Banking Services Contract, and other necessary and related documents, with Bank of America. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 26th day of Apri 1, 7 MAX L, Mayor City of Round Rock, Texas A ST• D,Ahri�lok.&o Av�� CHRISTINE R. MARTINEZ, City SLcretary 2 DATE: April 19, 2007 SUBJECT: City Council Meeting - April 26, 2007 ITEM: 12.D.1. Consider a resolution selecting Bank of America as the official depository of the City of Round Rock and authorizing the Mayor to execute a Depository and Banking Services Contract with Bank of America. Department: Finance Staff Person: Cindy Demers, Finance Director Justification: The City received five applications from banks for depository services, including an application from the City's existing depository Bank of America. An evaluation of the applications is attached. The evaluation provides an analysis of the key services offered by the banks and the costs for those services. Staff recommends entering into an agreement with Bank of America. The application and service proposal best meets the City's needs at the lowest net cost. Funding: Cost: Approximately $112,000/year Source of funds: General Fund and Utility Fund Outside Resources: N/A Background Information: State law requires municipalities to receive applications from financial institutions every 5 years for depository services. In addition to depository services, the agreement also includes merchant services (credit card processing). Public Comment: N/A THE STATE OF TEXAS § COPY COUNTY OF WILLIAMSON § DEPOSITORY AND BANKING SERVICES CONTRACT This DEPOSITORY AND BANKING SERVICES CONTRACT, hereinafter referred to as "Contract," is made and entered into by and between the City of Round Rock, Texas, a home- rule municipality situated in Williamson County, Texas, hereinafter referred to as "City/Depositor," and Bank of America, N.A., a national banking association, organized under the laws of the United States and authorized by law to do banking business in Texas and now conducting such business in said state, hereinafter referred to as "Bank." WHEREAS, City/Depositor desires to obtain banking services and a depository for its funds and to provide for those funds the highest level of safety, liquidity, and return while receiving suitable banking services at a reasonable charge; and WHEREAS, Bank is willing to provide such banking services and to act as a depository for City/Depositor's funds while providing full collateral satisfactory to City/Depositor; NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, City/Depositor and Bank agree as follows: I BANKING AND DEPOSITORY SERVICES Bank agrees to receive and safely keep any and all public funds offered for deposit by City/Depositor and to reimburse and pay same to City/Depositor, by paying its designated officer or whoever may be lawfully entitled to receive same upon request. Bank agrees to perform banking and depository services of the types and for the charges as specified in Exhibit "A" "Bank of America Deposit Agreement and Disclosures"; Exhibit `B" "Tri-Party Collateral Management Agreement"; Exhibit "C" "Treasury Services Terms and Conditions"; Exhibit "D" "Treasury Services Agreement Accounts Receivable Check (ARC) Service Addendum"; Exhibit "E" Safekeeping Agreement Terms and Conditions"; Exhibit "F" "City of Round Rock Request for Applications for Depository and Banking Services"; Exhibit "G" "Bank of America Response to City's RFA"; and Exhibit "H" "Merchant Services Agreement", all of which are attached hereto and incorporated herein by reference. Should there be any conflict between the terms of this contract and any of the terms of the documents contained in any exhibit attached fs-G$`1-G4-110--l�D! hereto, the terms of any administrative rules of Bank, or other agreement between City/Depositor and Bank, the terms of this contract shall be final, controlling, and binding Il TERM, RENEWAL, AND TERMINATION City/Depositor, through appropriate action of its governing body, hereby designates Bank as a depository for the period beginning June 1, 2007 and continuing through May 31, 2009, and this contract shall remain in full force and effect for such stated period of two (2) years. However, this contract may be extended by mutual agreement of City/Depositor and Bank, to remain in full force and effect for a period not to exceed the period allowed by City/Depositor's Comprehensive Investment Policy. Such period shall be agreed to by the parties to this contract. Either City/Depositor or Bank shall have the right to terminate this contract prior to the expiration date by advance written notice to the other of its election to do so, and this contract shall be void from and after the expiration of ninety (90) days after the receipt of such notice, provided that all provisions of this agreement have been fulfilled. III DESIGNATION OF TRUSTEE City/Depositor and Bank, by execution of this contract, hereby designate the Bank of New York, hereinafter referred to as "TRUSTEE", to hold in trust, according to the terms and conditions of this Depository Contract and the attached "Tri-Party Collateral Management Agreement", the collateral and substitute collateral described under said agreements. IV DESIGNATED OFFICERS) During the term of this contract, City/Depositor will, through appropriate action of its governing body, designate the officer or officers who singly or jointly will be authorized to represent and act on behalf of City/Depositor in any and all matters of every kind arising under this contract and to (a) execute and deliver to Bank "Bank's Treasury Terms and Conditions" booklet agreements (including user documentation and set-up forms) covering electronic funds transfers and other treasury management services, (b) appoint and designate, from time to time, a person or persons who may request withdrawals, orders for payment or transfers on behalf of City/Depositor in accordance with the electronic fund or funds transfer agreement and addenda, and (c) make withdrawals or transfers by written instrument. 2 The City Manager and/or the Director of Finance shall be, either jointly or individually, the designated officer to serve as the primary liaison between City/Depositor and Bank and, as the designated officer, may exercise the powers and duties as authorized by applicable law. V CONTROLLING DOCUMENT Bank's Deposit Agreement is incorporated herein for all purposes; however, to the extent that any provision therein conflicts with any provision herein, this Depository Contract will control. VI TIME DEPOSITS City/Depositor may arrange for time deposits, and Bank may accept and shall hold such deposits subject to payment in accordance with the terms of the deposit. Interest shall be calculated at the rate which Bank has bid for the particular denomination and time period of said deposit at competitive public bidding for said deposits. Time deposits will mature on or before the expiration of this contract. All time deposits that mature beyond the expiration of this contract will be at non-contractual interest rates negotiated at the time of purchase. VII COMPENSATION Bank will be compensated for any and all services rendered to City/Depositor under this contract. Bank agrees to offset monthly service fees against its customary earnings credit for balances in City/Depositor's non-interest bearing transaction accounts; provided, however, that if there is insufficient earnings credit against which such fees may be offset, City/Depositor will be charged for such services monthly. Bank's "Application and Bid for Depository Services", including all exhibits and addenda thereto, is incorporated herein by reference. VIII COLLATERAL SECURITY All funds on deposit with Bank to the credit of City/Depositor shall be secured by collateral as provided for in the Public Funds Collateral Act of 1989 (Chapter 2257 of the Texas Government Code). The total market value of the collateral (which includes accrued interest or income to the extent it is not included in the market price) securing such deposits will be in an amount at least equal to the amount of such deposits plus the amount of any accrued interest 3 thereon and less the amount that such deposits are insured by an agency or instrumentality of the United States government. The market value with respect to any securities (collateral) as of any date and priced on such date will be obtained from a primary dealer. When additional collateral is required to cover incremental deposits, Bank must receive the request for collateral prior to 10:30 a.m. on the day the deposits are actually received. Twenty-four (24) hours' notice is necessary on incremental deposits in excess of$3 million. IX COLLATERAL TO TRUSTEE Bank has heretofore or will immediately hereafter deliver to Trustee collateral of the kind and character above mentioned of sufficient amount and market value to provide adequate collateral for the funds of City/Depositor deposited with Bank. Said collateral or substitute collateral, as hereinafter provided for, shall be kept and retained by Trustee in trust so long as the depository relationship between City/Depositor and Bank shall exist hereunder, and thereafter so long as deposits made by City/Depositor with Bank hereunder, or any portion thereof, shall have not been properly paid out by Bank to City/Depositor or on its order. X CURE OF FAILURE_OR BREACH, AND SURRENDER OF COLLATERAL FOR SALE Should Bank fail at any time to pay and satisfy, when due, any check, draft, or voucher lawfully drawn against any deposit and the interest on such deposits or in any manner breach its contract with City/Depositor, then City/Depositor shall give written notice of such failure or breach to Bank, and Bank shall have three (3) business days to cure such failure or breach. In the event Bank shall fail to cure such failure or breach within three (3)business days or should Bank be declared insolvent by a Federal bank regulatory agency, it shall be the duty of Trustee, upon demand of City/Depositor (supported by proper evidence of any of the above-listed circumstances), to surrender the above-described collateral to City/Depositor. City/Depositor may sell all or any part of such collateral and out of the proceeds thereof, pay City/Depositor all damages and losses sustained by it, together with all expenses of any and every kind incurred by it on account of such failure or insolvency, or sale, accounting to Bank for the remainder, if any, of said proceeds or collateral remaining unsold. 4 XI NOTICE OF SALE OF COLLATERAL Any sale of such collateral, or any part thereof, made by City/Depositor hereunder may be either at public or private sale; provided, however, it shall give to both Trustee and Bank at least two (2) hours' notice of the time and place where such sale shall take place, and such sale shall be to the highest bidder therefor for cash. City/Depositor and Bank shall have the right to bid at such sale. XII SUBSTITUTION OF SECURITIES If Bank shall desire to sell or otherwise dispose of any one or more of said securities so deposited with Trustee, it may substitute for any one or more of such securities other securities of the same market value and of the character authorized herein. Such right of substitution shall remain in full force and may be exercised by Bank as often as it may desire; provided, however, that the aggregate market value of all collateral pledged hereunder, shall be at least equal to the amount of collateral required hereunder. If at any time the aggregate market value of such collateral so deposited with Trustee be less than the total sum of City/Depositor's funds on deposit with said Bank, then Bank shall immediately deposit with Trustee such additional collateral as is necessary to cause the market value of such collateral to equal the total amount of required collateral. Bank shall be entitled to income on securities held by Trustee, and Trustee may dispose of such income as directed by Bank without approval of City/Depositor. XIII RECEIPTS REQUIRED Trustee shall promptly forward to City/Depositor copies of safekeeping or trust receipts covering all such collateral held for Bank, including substitute collateral as provided for herein. XIV REDELIVERY OF COLLATERAL If at any time the collateral in the hands of Trustee shall have a market value in excess of the sum of balances due City/Depositor by Bank, City/Depositor shall authorize the withdrawal of a specified amount of collateral, Trustee shall deliver this amount of collateral (and no more) to Bank, taking its receipt therefor, and Trustee shall have no further liability for collateral so redelivered to Bank. 5 XV CLOSE-OUT When the relationship of City/Depositor and Bank shall have ceased to exist between City/Depositor and Bank, and when Bank shall have properly paid out all deposits of City/Depositor, it shall be the duty of City/Depositor to give Trustee certificate to that effect; whereupon Trustee shall, with the approval of City/Depositor, redeliver to Bank all collateral then in its possession belonging to Bank, taking its receipt therefor. An order in writing to said Trustee by City/Depositor and a receipt for such collateral by Bank shall be a full and final release of Trustee of all duties and obligations undertaken by it by virtue of these presents. XVI INVESTMENT POLICY It is the intention of the parties hereto that City/Depositor shall retain the maximum flexibility to invest its funds prudently to earn the highest rate of return consistent with the City of Round Rock Comprehensive Investment Policy as adopted by the City Council of the City of Round Rock, Texas, and consistent with other applicable laws. XVII NEW SERVICES City/Depositor may negotiate new services with Bank as deemed necessary by City/Depositor. The interest rate to be earned, as well as the other terms and conditions regarding the service will be mutually agreed upon by City/Depositor and Bank. Any such new service agreement will be executed in writing as an addendum to this contract. XVIII SEVERABILITY If any term or provision of this contract is held to be illegal or invalid, such illegality or invalidity shall not affect the remaining provisions of the contract, which remaining provisions shall remain in full force and effect as if this contract had been executed with the illegal or invalid portion thereof eliminated. It is hereby declared the intention of the parties that they would have executed the remaining portion of this contract without including any such term, provision, part, parts, or portions which may, for any reason, be hereafter declared illegal or invalid. 6 INDEMNIFICATION Bank agrees that it will use due care and diligence in all of its activities and operations authorized under this contract. Bank shall be liable to City/Depositor only for actual damages incurred as a direct result of Bank's failure to exercise reasonable care under this contract. In no event will Bank be liable for any indirect, consequential or punitive loss, damage, cost or expense of any nature (even if advised of the possibility of such loss, damage, cost or expense) including, without limitation, any economic loss or damage, expense and loss of business, profits or revenue, goodwill and anticipated savings, loss of or corruption to City/Depositor's data, loss of operation time or loss of contracts. Bank will not be responsible for the acts or omissions of City/Depositor or its officers, employees or agents (including but not limited to the amount, accuracy, timeliness or authorization of any instructions or information from City/Depositor) or the acts or omissions of any other person or entity including, but not limited to, any clearing house association or processor, any U.S. Federal Reserve Bank or any other country's central bank, any other financial institution or any supplier, and no such person or entity will be deemed to be Bank's agent. Bank will not be liable for and will be excused from any failure or delay in performing Bank's obligations under this contract if such failure or delay is caused by force majeure circumstances beyond control, including natural disasters such as earthquakes or floods, emergency conditions such as war, not, fire, theft or labor dispute, legal constraint or governmental action or inaction, or City/Depositor's act, omission, negligence or fault. Bank will not be liable for any failure to act on Bank's part if Bank's representatives had a reasonable basis to believe and did believe that Bank's actions would have violated any law, rule or regulation. City/Depositor indemnifies and holds Bank harmless, and agrees to defend, from and against any and all liabilities, claims, costs, expenses and damages of any nature arising out of or relating to disputes or legal actions by parties other than Bank and City/Depositor concerning this contract. The obligations contained herein shall survive the termination of this contract. No indemnification herein shall apply to any costs or damages attributable to Bank's gross negligence or intentional misconduct. 7 XX NON-WAIVER Failure of either party hereto to insist on the strict performance of any of the provisions herein or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by any appropriate remedy strict compliance with any other obligation hereunder or to exercise any right or remedy accruing as a result of any future default or failure of performance. XXI CONFIDENTIALITY All data relating to City's business provided to Bank by City/Depository will be treated confidentially and safeguarded by Bank, using the same care and discretion that it uses with data that Bank designates as confidential, and Bank shall safeguard all funds and investments of City/Depository while such funds or investments are in the possession of or under the control of Bank. XXII CAPTIONS The captions of this contract are for information purposes only and shall not in any way affect the substantive terms and conditions of this contract. XXIII RESERVATION Pursuant to Chapter 105 of the Texas Local Government Code, City/Depositor reserves the right to contract with other depositories for the deposit or investment of a portion of available public funds of City. XXIV NON-ASSIGNMENT This contract shall extend to and be binding upon the parties and their respective successors and assignees; provided, however, that the contract may not be assigned without the written consent of both parties. 8 XXV CONFORMANCE TO LAWS This contract and all of the transactions contemplated herein shall be governed by and construed in accordance with the laws of the State of Texas, including all applicable constitutional provisions, statutes, charter provisions, ordinances, and resolutions. Bank agrees to fully comply with all applicable laws, including but not limited to the Texas Municipal Depository Law, TEX. LOC. GOVT CODE ANN. sec. 105.001 et seq., as amended, the Public Funds Investment Act, TEX. GOVT CODE ANN. sec. 2256.001 et seq., as amended, and the Public Funds Collateral Act, TEX. GOVT CODE ANN. sec. 2257.001 et seq., as amended. XXVI VENUE Pursuant to Chapter 105 of the Texas Local Government Code, venue and jurisdiction of any suit or right or cause of action arising under or in connection with this contract shall be exclusively in Williamson County, Texas, and any court of competent jurisdiction shall interpret this contract in accordance with the laws of the State of Texas. XXVII RELATIONSHIP OF PARTIES Nothing contained in this contract shall be deemed or construed by the parties hereto or any other third party to create the relationship of principal and agent, partnership,joint venture, or of any other association whatsoever between the parties, it being expressly understood and agreed that no provision contained in this contract nor any act or acts of the parties hereto shall be deemed to create any relationship between the parties other than the relationship of City and Depository Bank as those terms are understood herein. Executed in multiple originals on this the day of the month of , 2007,by the undersigned duly authorized officers of the parties hereto. FOR DEPOSITORY BANK: (Signature) (Printed Name) Kathaleen Ford-Smith (Title) 9 FO r ( ature) (Printed Name) Nyle Maxwell (Title) Mayor, City of Round Rock ATTEST: Christine R. Martinez, City Secretary FOR C TY, AP ROVE AS TO FORM: Stepha . Sheets, City Attorney Attachments: Exhibit "A": Bank of America Deposit Agreement and Disclosures Exhibit "B": Tri-Party Collateral Management Agreement Exhibit "C": Treasury Services Terms and Conditions Exhibit "D": Treasury Services Agreement Accounts Receivable Check (ARC) Service Addendum Exhibit "E": Safekeeping Agreement Terms and Conditions Exhibit "F": City of Round Rock Request for Applications for Depository and Banking Services Exhibit "G": Bank of America Response to City's RFA Exhibit "H": Merchant Services Agreement 10 Deposit Agreement and Disclosures EQecrive July 1.1006 tabbies' M x BankofAmerica �l bankofamelica.com Bank of America.N.A.Member FDIC. Applies to accounts opened in AR.AZ.CT,DE.FL. GA,IA,IL.KS,MA.MD,ME,MO.NC,NH.N.I. NM,NV.NY.OK.OR,PA,RI.SC,TN,TX.VA. and Washington D.C. 02006 Bank of America Corporation. Bank of America O Printed on recycled paper. 91.11-2000B(07/06) 31989 '� Table of Contents Substitute Checks and Your Rights ....._.............I I Collection Items.............................. . ......25 Check Stock and Ink....................................................25 Insufficient Funds-Overdrafts..............................12 Converting Checks to Electronic Debits......................25 General Terms................................................................I Overdraft and Returned Item Fees................................12 Examining Checks.............. ..........................................25 Binding Contract.............-.............................................I Overdraft Protection Plat's............................................12 Facsimile Signature........... ...........................................26 Changes to Agreement....................................................I Electronic Banking Services....................................13 Foreign Currency........................... ...............................26 Charging an Account......................................................I General Information.....................................................13 "Freezing.'Your Account..............................................26 Closing an Account........................................................I Access ID......................................................................13 Items Resulting from Voluntary Disclosure..................26 Fees ......................................................................... 2 Online Banking and Bill Payment Services ................14 Large Cash Withdrawals ...............,..............................26 . ...... FDIC Assessments..........................................................2 Electronic Banking Disclosures...................................I4 Multiple Signatures.................. ....................................26 Governing Law .............................................................. ....................................2 Paying Checks and Other Items27 ATM Safety Tips..........................................................17 Returned Items..............................................................27 Information About Customers..................................2 Sample Signature..........................................................27 Infomtation You Give Us................................................2 Funds Transfer Services............................................17 Stale-Dated and Postdated Checks ..............................27 Bank of America's Privacy Policy for Consumers..........2 Fedwire....................... ""• .. 17 Substitute Checks,Indemnified Copies.Images Disclosing Information ..................................................2 Sending Funds Transfers..............................................17 and linage Replacement Copies ..............................27 Credit Reports and Other Inquiries................................3 Receiving Funds Transfers............................................13 P 9 Unpaid Items................................................................27 Recording and Monitoring Telephone Calls..................3 ACH Debits and Credits ..............................................19 Release of Information Additional Terms and Services................................28 .................................................3 Protecting Your Account............................................I9 Sharing Information with Affiliates................................3 Automatic Transfer Service..........................................28 Cellular or Cordless Telephones ..................................19 Business Days.............. 28 ................................................. Ownership of Accounts........................................ 3 Change of Address........................................................19 Check and Deposit Slip Fortes.....................................28 ......... Joint Accounts.................... 3 Fingerprint....................................................................19 ............................................. Check Copies................................................................28 "Payable on Death-Accounts........................................4 Examining Statements and Reporting Problems..........19 Check Enclosure Service.................................. ............29 Business and Other Nonpersonal Accounts....................4 Helping to Prevent Fraud..............................................20 Check Image Service..................,......... ........................29 Transferring Ownership..................................................4 Processing Transactions-Deposits and Check Safekeeping Service..........................................29 Checking and Savings Accounts..............................5 Cashed Items................................................................20 Conflicting Claims About Your Account......................29 Checking and Savings Accounts....................................5 Cashing Items or Accepting Items for Deposit............20 Currency Exchange Rates................................ .............29 Eligibility for Interest Checking ....................................5 Collection Items............................................................21 CutoffTime for Receipt ofOrdets................................30 P Client-Encoded De posits..............................................21 Death or Incompetence.................................................30 Account Conversions......................................................5 Transaction Limits for Savings Accounts......................5 Demand Drafts and Remotely Created Checks............21 Indemnification and Limitation of Liability.................30 Deposit Delivery and Preparation................................22 Legal Process................................................................30 Time Deposit Account..................................................5 Deposit Error Correction..............................................22 Notice of Withdrawal............ ........................................31 Endorsing Checks ........................................................22 Power of Attorney.........................................................31 Interest on Your Funds................................................6 Foreign Instruments......................................................22 Right of Setoff............. .................................................31 Interest-Bearing Checking and Savings Accounts..........6 Identifying the Account................................................23 Stop Payment Orders and Postdating Orders................32 TimeDeposits ................................................................7 Lost Checks..................................................................23 Sub-Accounts.......,... .....,..............................................33 Balance Information ....................................................7 Overpayments and Reversals................................... _.23 Treasury Management Services....................................33 Returned Items.............................................................23 Unclaimed Property.......,,...........................................33 Balance Waivers ........................................................7 Verification of Transactions and Combined Balanceses........................................................7 Substitute Checks.........................................................24 Third-Party Endorsements........................................._24 Right to Reverse Transactions......................................33 Statements and Notices........................................... .8 Waiver and Severability......,.........,...............................33 Statements......................................................................8 Processing Transactions-Withdrawals..............24 Notices............................................................................9 Check Castling..............................................................24 Tax Information............................................................34 Check Legends..............................................................24 Resolving Disputes..................,................................35 When Funds Are Available For Withdrawal............9 Check and Item Processing Orders..............................24 TOC I TOC 2 or keep it open,you accept and agree to the change. The Fees Information About Gen erat Terms current version of this Agreement supersedes all prior versions A schedule of some fees associated with our personal and contains the terms governing your account. deposit accounts is provided in the Personal Schedtde of Fees. Customers Welcome to Bank of America.and thank you for opening and maintainingan account. Please read this entire agreement A schedule,of some fees associated with some of our business g Charging an Account deposit accounts for small business customers is provided in For our current privacy practices.please see the infonna- careftdly so You understand your rights and obligations for We may deduct fees,overdrafts and other amounts you tion on our website at www.baiikofainerica.coni. Y the Businevs Schede/e gfFees. The schedule that applies to your deposit account relationship with its. Please retain this owe us under this Agreement from your accounts with its or agreement(and all changes to this agreement)for fiihire your account is part of the binding contract between you and Information You Give Us our affiliates,except that this provision does not apply to any its. You agree to pay for our services in accordance with the When you open a deposit account with its.you give reference. consumer credit covered by the Federal Truth in Lending law. fees that we tell you apply to our account. We have banking centers in many states. This We may make these deductions at an time without prior Y Pp Y Y Wits information about yourself and confirm that it is Correa. y Y p The fees for many of our products and services may vary We enter the information into our records. We may rely agreement describes our deposit accounts and some related notice to you or request from you. If there are not enough from state to state or between regions within a state. The fees services that are available at our banking centers in the state or g on that information until you notify Lis of a change and use funds in your account to cover the amounts you owe us,we for our account are based on the state or region where we states listed in the Schedule njFee.c for your account. Some may overdraw your account. You agree to pay immediately all Y b have had i reasonable time to act re the new information. accounts and services described in this publication may not he open or,if we transfer your account to another location.where All financial hnstinrtions are required by law,including amounts you owe us. We may use deposits you or others we currently maintain your account. Fees are not deternniiied the USA PATRIOT Act,to obtain,verify and record infonna- available at all of our banking centers. We may discontinue make to your account(including deposits of payroll and gov-any account or service at an time without notice. by your state of residence. tiara that identifies each customer who opens an account with Y Y ernment benefits)to pay fees.overdrafts and other amounts Your account fees and terms may differ from those of Throughout this agreement,the words"you."'your"and you owe its. Some government payments(such as Social Y that financial institution. urs"refer to each account owner. "Bank of America:' other customers with the same type of account,based on "yours" Security,Supplemental Security Income.Veterans and other our assessment of your overall relationship with its. We send Bank of America's Privacy Policy for Consumers "We."'us"and"our"refer to Bank of America,N.A. federal or state benefits)may protected from attachment. "Banking center"refers to a branch of Bank of America, you a notice if your account fees or terms vary from the infory Our privacy policy for consumers is described in air g levy or other legal process under federal or state law.If such oration described in this Agreement. publication.Privac.r Policv,lor Consumers. We provide our Other agreements may apply to other services you obtain protections would otherwise apply to deductions we make for From time to time we may list fees for some not-account from us. Y privacy policy to consumers who open a personal account amounts you owe us,to the extent that you may do so by con- services(such as wire transfers,cashiers checks.travelers with its. The privacy policy describes our general policy on Binding Contract tract,you waive these protections and agree that we may use checks,bond redemption and so on)in the Stheehde njFees. handling customer information and describes the situations This Deposit Agreement and Discln,curec,the applicable these funds to pay amounts you owe us. These fees may vary from state to state. The fees you pay for when we may disclose information.including some examples. Schedule ojFees and the signature card or other account Closing an Account non-account services will be those charged by its in the state where you purchase the service. We may change these non- DisclosingInformation opening documents for your account are part of the binding You or we may close your checking or savings account at account fees at any time without notice. You can get current contract between you and its(the"Agreement')for your an time without advance notice,except that we may require This section applies to both business and personal Y information about non-account services and the fees that deposit relationship with its. When you open or keep open a you to give its seven days advance notice when you intend to accounts. We may disclose information about your accounts deposit account with us.you agree to the terms and condi- apply to them at any banking center or by calling the number to credit reporting agencies and to other persons or agencies p Y 6 close your savings or interest-bearing checking account by p g g � tions described in this Agreement. Our deposit relationship for Customer Service on your statement, who,in our ud ment,have a legitimate purpose for obtainin 6 p p withdrawing your Funds. (See Notice gjWithdrrnral in the ) g g p �° g with you is that of debtor and creditor. This Agreement and Additional Ternis and Serrices section.) You or we may close FDIC Assessments information. the deposit relationship do not create a fiduciary,quasi- your time deposit account at maturity without advance notice. From time to time,subject to any applicable financial fiduciary or special relationship between its. If your account reaches a zero balance,we may consider your For some business accounts I' may charge a Federal privacy laws or other laws or regulations.we may provide We provide a copy of this Agreement to you when you Deposit Insurance Corporation("FDIC")assessment based on information on you and our accounts: account closed. This Agreement continues to govern matters Y Y open your account. You may obtain the current version of related to your account even after your account closes. the rate the FDiC charges us.The FDiC assessment may where it is necessary for completing transactions: this Agreement at our banking centers or by calling the num- if we decide to close your account,we may"freeze"it.if include deposit insurance charges,financing corporation to account information services,such as ChexSystems. her for Customer Service on your statement. we"freeze"your account.we may return deposits.checks and (FICO)bond interest and other charges provided by law.This Inc other items that we receive after it is"frozen'*.After we close charge is variable.We may change it at any time without to anyone who we reasonably believe is conducting a Changes to Agreement your account,we may mail a check to you at the address we notice.Please see the Sclrec/u/e njFeec for your account legitimate credit inquiry,including inquiries to verify We may change this Agreement at any time. We may add currently show for your statement.If you or we close your the existence or condition of an account for a third new terns and conditions and we may delete or annend exist- account,we may either return deposits,checks and other items Governing law party such as a lender,merchant or credit bureau: ing terms and conditions. We generally send you advance that we receive after your account is closed or we may reopen Your and our rights and obligations under this in response to Fury subpoena,summons.court or adrnin- notice of an adverse change. (See Notices in the Statements the account and accept the deposit or debit for you,even if Agreement are governed by and interpreted according to istrative order,or other legal process which we believe and Notices section.) If a change is not adverse to you,how- doing so overdraws your account,without being liable to you. federal law and the laws of the state where we open your requires our compliance: ever,we may make the change at any time without advance You agree to pay immediately all amounts you owe tis. account or,if we transfer your account to another location, rconnection with collection of indebtedness or to notice. If you do not agree with the change,you may close where we currently maintain your account. If state and report losses incurred by re your account. However,if you continue to use your account federal law are inconsistent,or if state law is preempted by compliance with any agreement between federal law,federal law governs. professional.regulatory or disciplinary body:: and a • in connection with potential sales of businesses: 1 2 to carefidly selected service providers who help its for Consumers;'for information about the categories of infonma- Each co-owner is jointly and severally liable to us for: impose obligations on the surviving payee,such as an obliga- meet your needs by assisting us in providing or tion we may share among the Bank of America family of connpa- all fees and charges assessed against the account;all amounts tion to pay claims against or expenses of the deceased owner's offering our products or services:and nies and how you may tell us not to share certain types of infor- owed to its on the account,such as overdrafts;and all costs, or co-owner's estate. A payee will acquire an interest in die as may be required under applicable laws or oration among our family of companies. losses or liabilities related to this Agreement or the account. account only after the death of al I account owners and then regulations. Accounts Held by Businesses.We may share information All joint accounts are presumed to be joint accounts with only if the payee is alive. about our experiences with you with Bank of America visions of the law in the state where we open your account. the rp un right of survivorship the applicable state law does A POD or ITF account is Account Information Services.If we close your account governed by the applicable pro- Corporation and its subsidiaries and affiliated companies not permit this presumption we have otherwise agreed with because of your unsatisfactory handling,we generally report to ("Bank of America Affiliates")mid selected third parties.We may you in writing that the accountnt is owned in another capacity. Some state laws m account information services such as ClnexSystems,Inc.your also share information that you have provided to its on may require you to include certain words in applica- If the signature card you signed when you opened your name,address,Taxpayer Identification Number(TIN),driver's the account title m create a POD or ITF account. You are tions or that we receive from outside sources among the Bank of account indicates the capacity in which your account is held sole) responsible for meetin•the requirements for establish- license number and the date and reason the account was closed. y p 6 q Y supply America Affiliates. However,individuals may tell its not to share we may rely on that designation. Right of survivorship ing your account as a POD or ITF account. If the applicable The account information service ma su I this information to information about them from applications or outside sources others. This may adversely impact your ability to establish an PP means that when a co-owner dies,the balance in the requirements are not met we may treat your account as account at an financial institution for a to five ears from the compiled for purposes of determining eligibility for credit,insury account belongs to the surviving co-owner(s),subject to Y P Y ance or other services by either calling us at I$83.341.5000 J though the payee or payees have no interest m the account. date of the report. our right to charge the account for any amount the between the hours of 7:00 a.m.and 10:00 p.m.your local time or deceased co-owner or a surviving co-owner owes us. The by notifying us at www,bankofamerica.com/privacy.Please pro- Business and Other NOnp@rpo ati Accountsunincorporated Credit Reports and Other Inquiries applicable state law may impose obligations on the surviving Po 9 vide your fill]name,street address.social security number and If the account owner y a corporation,unincorporated co-owner,such as an obligation to pay claims against or We may make any inquiries that we consider appropriate telephone number. Please allow 6 to 8 weeks for this election to association,limited liability company,limited liability partner- expenses of the deceased co-owner's estate. When we are to help us determine if we should open,maintain or close your become fidhy effective. notified of the death of a co-owner,some stare laws may ship,fiduciary.partnership,sole proprietorship or other entity account. This may include verification of employment and holding an account in any capacity other than an individual credit reports or other reports from account information serv- require its to notify the applicable tax agency or to hold funds P Ownership of Accounts capacity,each person signing the signature card or other ices and credit reporting agencies. or both. P g 6 account documents represents and agrees that they:are filly If You ask,we will tell you whether we requested a credit We may determine ownership of accounts from the infor- A joint account is governed by the applicable provisions authorized to execute all documents in their stated capacity: report and.if we did request a report,we will tell you the mation in our records.We may rely on information you give of the law in the state where we open your account or.if we have fimnished all documents necessary to demonstrate that name,address and telephone number of the reporting agency. us.Changes you ask us to make to our account are not effec- transfer your account to another location,where we currently authority:and will Ornish an other documents in such form P P gg Y Y Y� Y your account. You are solely or meeting five until we have had a reasonable time to act on the new maintain tYresponsiblefi as we may request from time to time. We may refuse to rec- the requirements for establishing your account as a joint R@COrding and Monitoring Telephone fills information. ognize any resolution affecting tine account that is not on our h form or that appears to us to he incomplete We may record or monitor telephone calls between you account with right of survivorship. fPP or improperly and us. We need not remind you of our recording or monitor- joint Accountsexecuted. ing before each call unless required to do so by law. If more than one person's name appears in the title of an "Payable on Death„Accounts account(without a fiduciary,beneficiary or other designs- You may designate an account to be payable on your Transferring Ownership Release of Information tion),the account is a joint account. All persons whose names death to a designated payable on death("POD")or in-trust-for Your account is For your use only. Ownership of your We offer you several convenient,time-saving methods by appear on a joau account are co-owners of the account, ("ITF")payee or payees. Regardless of how it is designated. account is transferable only on our records. You may not regardless of whose money is deposited or who makes the an account which is payable on your death(or the death of the which you can obtain information on your accounts. We have re g y P transfer or assign ownership of your account to another party adopted reasonable security measures for each method,but we deposits. Each co-owhe acts as the agent of each other co- last surviving co-owner)to one or more named payees is a without our written consent. Even if we consent,we may you re u owner. Each co-owner authorizes each other co-owner to POD or ITF account. A POD or ITF account may be ahterna- require that cannot ensure against unauthorized inquiries. You agree that q y chose the account and that the new account operate the account without the consent of an other co- lively described in the account documentation as"payable on P Y holder open a new account in their name. We may refuse to we are not responsible for the release of information Check to anyone owner. This includes authority to: add additional persons as death;'"POD.""in trust for.""ITF;"'as trustee for.”"ATF," who has gained possession of your ATM card Check Card or Y packnowledge or accept attempted pledges or assignments of co-owners;deposit funds and withdraw or transfer Rinds from 'transfer on death,*'"TOD."a"Totten Trust:'or otherwise. other code or access device or who has learned your identify- pan account or purported security interests in an account. ing characteristics such as personal identification number the account;endorse for deposit to the joint account on behalf During your lifetime a POD or ITF account belongs to (PIN),account number or social security number,even if you of any other co-owner an item payable to another co-owner: you. You may close the account.remove or add a payee. have not authorized them to obtain the information. instruct us to stop payment on any item drawn on the account change the account type or account ownership.Fund withdraw by any co-owner;obtain an ATM Card or a Check Card:draw all or part of the account balance. Upon the death of the Sharing Information with Affiliates upon any overdraft or other line of credit connected to the owner or,if there are co-owners,upon the death of the last Accounts Held by Consumers.You agree that we may account;obtain information about the account,including surviving co-owner,any sums remaining on deposit belong to transactions conducted by other co-owners:pledge the account the then-surviving(if any)payee(s),subject to our right to share information that we have about you and your accounts as security for any debts;and close the account. We may rely charge the account for any amount the deceased owner,co- among the Bank ofion, a family of companies. Please "B refer to our publication,"Bank of America's Privacy Policy on the instructions of any co-owner without liability to any owner or payee Owes us. The applicable state law in ay also other co-owner. 3 4 Online banking or bill payment service transfers from interest rate on the reinvested deposit is based on the rate we offer withdraw interest before principal. Each time we permit you to Checking and Savings your savings account, on the first day of the new term for the amount and tern of the make an early withdrawal of principal,we may charge you an Accounts Of the six,if checks or debit cards are allowed on your reinvested deposit. early withdrawal penalty. If your account has not earned enough savings account,no more than three checks or pourt of if at any maturity date we no longer offer time deposit interest to cover an early withdrawal penalty,we deduct any sale transactions. accounts of the same tern and type,we may reinvest your fiends interest first and take the remainder of the penalty from your Checking and Savings Accounts Our practice is to monitor the number of limited transac- m a new time deposit which we believe offers similar features. principal, We offer a variety of personal and business checking and tions. If you are counting the number of transactions you We calculate the penalty based on the term and interest rate savings accounts. Personal accounts are described in the make each statement cycle,please note that we count an item Accounts That Do Not Automatically Renew in effect on the account on the withdrawal date. The tern is the Personal Schedule of Fees. Business accounts for small busi- on the date we post it to your savings account. This date may Some time deposit accounts do not automatically renew. If specified period oftinte you agreed to leave your finds on ness customers are described in the Buzines Schedule of Feer, be different than the date You authorize.transfer or write the deposit–not the time remaining on your deposit. The Business Scherhde of Feer does not apply to customers y your account information states that your time deposit does not The early withdrawal penalty for terns of less than 90 days item,which means the item may not he counted until a later automatically renew,then your account does not earn interest with Commercial accounts. statement cycle. after its maturity date. is all interest carried on the amount withdrawn,except that if any amount is withdrawn within the first six days after the date of Eligibility For Interest Checking If you exceed the transaction limits on more than an deposit or within six days after a partial withdrawal,the penalty is occasional basis,we may revoke your privileges on that Redemption seven days interest on the amount withdrawn:for terns of 90 Unless a checking account is described in the Schedule of account or we may convert your account to another type of We may redeem an automatically renewable account at the days try to 18 months,the penalty is 90 days interest;and for Fees as an interest-bearing checking account,it does not earn account. Your funds may no longer earn interest ager we con- end of the tern by sending a notice to you of our intent to redeem terms of 18 months or longer,the penalty is 180 days interest. interest. Under federal regulations,eligibility for interest vert your account. prior to the date of such redemption. You may redeem your We add to the early withdrawal penalty the amount of any checking accounts is generally restricted to individuals These transaction limits do not apply to withdrawals account during its grace period. cash bonuses we paid you when you opened or reinvested the (including sole proprietors),certain nonprofit organizations, from your savings account and transfers to your other account. state or local governmental entities,and legal entities where Bank of America deposit accounts made at one of our bank- Grace Period Transactions We calculate all early withdrawal penalties on the principal one or more individuals hold the entire beneficial interest in ing centers.by mail or at an ATM. You may make a deposit.withdrawal or change in the length amount withdrawn at the current interest rite being paid on the the funds. We may either close or convert an interest-bearing of the tern once during the grace period. The grace period deposit, account to a non-interest-bearing account if we believe that A fee may apply to some withdrawals or transfers. begins on the first day after maturity date. For terns of seven the account holder is not eligible to hold an interest-bearing through 27 days.the grace period is one calendar day. For terns Interest on Your Funds checking account. Time Deposit Account of 28 days or more.the grace period is seven calendar days. The grace period ends on the earlier of the day described You may obtain current rates by calling its at the number Account Conversions A time deposit account is neither transferable nor above or the day you make a withdrawal or a deposit. If the gfor Customer Service on your statement or by asking abank- We may either close or convert negotiable.your account to another grace period ends on a weekend or bank holiday,you may make a ing center representative. This account allows you to earn interest on fiords you deposit or withdrawal through the last business day before the type s account when we consider s appropriate or necessary leave on deposit for a specific period of time,called a term. p P grace Period ends. We may pay interest during the grace period to nv so. For account example.we may close,revoke privileges.iwe or We offer terms that range from seven days up to ten years. Uteri you haveea ail Checking and Savings Accounts s convert your account to another type of account if we think based on the rate we offer on the first day of the new tern for the depending on the amount you deposit. For most time deposits amount and tern of the deposit. If you have an interest-bearing checking or savings another type of account would better suit the way you use your may not make an additional deposit to your account account,your funds earn a variable rate. Your interest rare and your account,if you make frequent transactions on a savings except during its grace period.For most time deposits the Disbursing Interest annual percentage yield may change. At our discretion.we account,if your account frequently has debits against uncol- interest rate is fixed for the term at the time you make your may change your interest rate and annual percentage yield at lected funds,if your account has excessive deposit activity or You may choose to reinvest your interest in your account. any time. We compound and credit interest monthly. if you use a personal account for business purposes. If we deposit and is based on the rate we offer for the amount and With this option we reinvest the interest in your account at matu- tern of your deposit.See the Schedule of Fees for your rity.Or,you may have its regularly disburse the interest froin your We use the daily-balancedily rate method to color in the interest convert your account,we send you information about your account You may not make a deposit to your account by wire on our account. The daily rate is I/165—or in a leap year new account. account by having us credit the interest to a Bank of America y or automated clearing house(ACH)transfer. checking or savings account or by having its mail a check for the we may use 1/166—of the interest rate. For personal interest. accounts and business savings accounts.this method applies a Transaction Limits For Savings Accounts Accounts That Automatically Renew Depending on the tern of your account,disbursement daily rate to the collected balance in the account each day. For This Agreement and federal regulation limit you to six Unless your account information states that your time options include monthly,quarterly.semi-annually,annually on the most business checking accounts.this method applies a daily transactions each monthly statement cycle(or each month if deposit does not automatically renew,we automatically renew anniversary date,and at nnattnrity rate to the collected balance in the account each day(less an YOU have a quarterly statement cycle)from among the your account by reinvesting your ftmds. We reinvest both princi- amount that we determine applies for reserves applicable gen- following: pal and interest,unless you elected to have your interest dis- Early Withdrawals erally to transaction accounts under the rules of the Federal Preauthorized transfers from your savings account bursed. (See Disbursing laterert in this chapter.)The tern for Reserve). For Public Service Trust Accounts,this method g p You have contracted to keep your fiords on deposit for the applies a daily rate to the collected balance in the account (including transfers for overdraft protection). tlus reinvested deposit is the same length as the previous tern of stated tens. At our discretion,we may allow you to withdraw all Telephone transfers from your savings account. your account. For time deposits with a fixed interest rate,the each day(less an amount that we determine is required to off- Telephone or part of your fiords at times other than the grace period. We set service charges). Telephone transfers include instructions to transfer Ponds sent to us by facsimile or data transmission. 5 6 The rate we pay on some accounts depends on the tier combined balance for the primary checking account. Our We may destroy statements that are sent to you and into which the end-of-day balance in your account falls. A tier Balance Information Persnoal Schedule q Fees and Business Schechile of Fees list returned to its as being undeliverable,along with any accom- is a range of account balances. We may change the tiers that the required combined balance for each account to which the panying checks and other items. We are not responsible for apply to an account at an time without notice. Different tiers Batanee Waivers PP Y Y service applies. checks or statements lost while not in our possession. may apply to different types of accounts. Different rates may With some accounts you can avoid a monthly mainte- Y PP Y YD Y We may include a balance summary of accounts that are Statements that are received at a banking center are deemed to apply to different tiers. nance fee for each statement cycle during which you maintain linked for combined balance service on the statement for your be delivered to you at the time that they are received at the Whento accrue no ou make a deposit.interest begins the balance or one of the balances listed for your account in Y P g primary checking account. You can elect to have account banking center. the applicable Schedule q Fees. Balance requirements gener- later than the business day on which we receive credit for non- information for your linked personal accounts reported on the We provide a single statement You may generally obtain cash items,such as checks. ally vary for different types of accounts and may include the following: statement for your prinnary personal checking account or you an additional copy of your statement for a fee. Ledger balance is the beginning balance in the account can continue to receive individual statements on each linked For all checking accounts and for Money Market Time Deposits each day. account. Swings and business savings accounts,we provide you with a Your fluids earn interest during the term of the account. Collected halance is the ledger balance minus that por- Certain restrictions apply regarding account ownership monthly statement. Statement cycles generally vary from 28 to • Interest rates vary. Different rates may apply to different tion of deposited hinds that is not available for withdraw- and the number,location and types of accounts that may be 33 days and may end on different days during the month. If you amounts or terms. Rates for new deposits may change daily, al under the availability schedule we apply the linked for combined balance service. These restrictions want to know the date your statement cycle ends,call us at the For terms of 28 days or more,we compound interest monthly. account. The applicable availability schedulele specifies include the following:For individual accounts,the owner on number for Customer Service on your statement. All time deposits except for Opt-Up—CDs and Variable the period of time during which checks and other items the primary checking account must be an owner on the linked For analyzed checking accounts,you can elect to receive Rate IRAs earn interest at a fixed rate. Fixed rate means that in a deposit are not available for withdrawal. accounts. For accounts with more than one owner,at least one an m additional monthly account analysis statement.This statement the interest rate in effect on the day that we open your time of the owners on the primary check in+account must be an includes balance and float information.quantity of services used • Minimum drily balance is the lowest end-of--day bol- P Y 6 deposit remains fixed throughout the term of your time ante in the account during.a statement cycle. The end- owner on the linked account. Personal accounts and business during the period fees and charges for these services and the deposit.For an Opt-Up CD the interest rate in effect on the of-day balance is the amount of funds on deposit in accounts may not be linked to each other. Analyzed accounts earnings allowance.if any.We give you a brochure that describes day that we open your Opt-Up CD remains fixed throughout the account after we finish processing that day's and some fiduciary accounts may not be linked for this serv- this statement and tine method for computing your charges and the term of your Opt-Up CD unless you exercise your one- transactions. ice. An account may only be linked to one primary checking fees. time option to reset the interest rate.Please see the Schedule Average daih,halance is the average ledger balance in account at a time. The tune period or day we use for linked For Regular Sasings and Custom Savings accounts,we a(Fees for information about this reset option.For the the account during a statement cycle. We calculate it accounts to calculate the combined balance may be different provide you with a quarterly statement. However,if you have an Variable Rate IRA,your fluids earn a variable rate.Your inter- by adding the end-of-day ledger balances for each day than the statement cycle for the primary checking account. electronic find transfer(such as a direct deposit or an ATM witti- est ittyest rate and annual percentage yield may change.At our dis- in the statement cycle and dividing by the number of Accounts held at banking centers in different states generally drawai)to or from your account dining any month,we provide a cretion we may change your interest rate and annual percent- days in the statement cycle. may not be linked to each other for combined balances. statement for that month. age yield at any time. Minimum carrrbined balance for an account is the low- Combined Statement.With some checking accounts,you We use the daily-balance method to calculate the interest est beginning-of-day total balance of the minimum may elect to receive a combined statement—a statement that on your account. This method applies a daily rate to the daily balances in all lurked accounts during a statement Statements and Notices reports activity for the accounts you have linked to your primary ledger balance in the account each day. The daily rate is 1/365 —or in a leap year we may use I/366—of the interest rate. cycle. Our statements and notices are in English. If you have checking account. If you choose a combined statement,you Average combined halrarce for an account is calculated difficult readin•English, lease call us at the number for receive one statement reflecting activity in your linked deposit We credit interest to your account at maturity or disburse Y 6 P accounts.rather than individual statements.This means that each by adding the beginning-of--day ledger balance for Customer Service on our statement. it to you according to the interest disbursement option you Y owner of an linked account can review information about all select. For terms of 27 days or less,we credit interest at matu- each linked account for each day in the statement cycle Y city. For terms of 28 days or more,we credit interest monthly. and dividing by the number of days in the statement Statements other linked accounts.As examples:If your primary checking cycle. account is a joint account and you link an individual account. If you deposit anon-cash item such as a check,interest We provide you with a statement when there is activity then each owner of the joint account can review information begins to accrue on the business day the deposit is received. on your checking or savings account. When there is no activi- about the individual account and the owner of the individual De sits You give us on a weekend or bank holiday begin to Combined Balances Po Y g Y g ty on your account,we may choose not to provide a statement. account can out t review information about joint account.If an earn interest the next business day. With some personal and business checking accounts you ! You must promptly review all statements we provide to you owner of one of the linked accounts is an Online Barkin cus- The annual percentage yield that applies to your time can designate the checking account as your primary checking g and any accompanying menu and notify us immediately of any tomer,that owner can review information about all linked deposit account assumes that interest will remain on deposit account and link other Bank of America accounts to your pri- dispute,error or other problem. until maturity Withdrawals will reduce earnings. nary checking account.(Please see the Schedule o(Fees for P P accounts through Online Banking. We snail your statement to you at the address we have in You may receive your canceled checks for your primary your account.) We use the balance in your primary checking our records for your account unless we have agreed to provide checking account. All other linked accounts mustuse our check account plus certain balances in your linked accounts to calci- statements to you electronically. You agree to notify us if you safekeeping service. Combined statements may not he available late a combined balance for each statement cycle for your pri- change your address. If your statement is received at a bank- in some states. In some states accounts held at banking centers mary checking account. We waive the monthly maintenance Ing center,we may mail it to you or destroy it and any accom- in different states may not be linked for combined statement. fee on the primary checking account for each statement cycle panying checks and other items. If one or more statements we required Certain other restrictions may apply. in which the combined balance meets or exceeds the re q mail to you are returned to us,we may stop sending state- ments until a new address is provided to us. 7 8 To determine whether accounts can be linked or to link If you make ant ATM deposit in the state where we opened Longer Delays May Apply Special Rules for New Accounts accounts for this service,call us at the number for Customer your account before 12 noon,local time,or such later time as In some other cases we will not make all of the ftmds that if you are a new customer.the following special rules may Service on your statement. may be either posted on the ATM or displayed on the ATM you deposit by check available to you by the first business day apply during the first 30 days after the account is open. screen on a business day that we are open.we consider that day to after the day of your deposit. Depending on the type of check Funds from electronic direct deposits to your account are Notices be the day of your deposit. if you make an ATM deposit in a that you deposit,fiords may not be available until the sixth busi- available on the day we receive the deposit. Funds from deposits We inform you of changes affecting your rights and obli- state other than the state where we opened your account before ness day after the day of your deposit.The first$100 of your of cash,wire transfers,and the first$5,000 of a day's total gations by providing a notice to you. In some cases we may 12:00 noon(local time in the state where your account was deposits,however,will be available no later than the first busi- deposits of cashier's.certified teller's,travelers,and federal,state post a notice of a change in our banking offices or on our opened)and before the time either posted on the ATM or dis- ness day and local government checks are available no later than the fust website. Otherwise,we either mail the notice to you at the played on the ATM screen.on a business day that we are open. if we are not going to make all of the funds from your business day after the day of your deposit if the deposit meets address we currently show for your statement or,if we have we consider that day to be the day of your deposit. In either case, deposit available by the first business day after the day of your certain conditions. For example,the checks must be payable to agreed on this method we provide it to You electronically, We if you make an ATM deposit after such times,or on a day when deposit.we generally notifyyou at the time yon make our a and deposited in person to one of our employees. The excess g y we are not open.we consider that the deposit was made on the P g y y may include a notice with or On your statement pe deposit We also tell you when the hinds will be available. if over$5.00(1 is available by the ninth business day after the day of if we receive notices at a banking center for you,we may next business day we are open. your deposit is not made directly to one Of our employees.or if your deposit. If your deposit of these checks(other than a U.S. mail them to you or destroy them. If notices we mail tO you we decide to take this action after you have left the premises,we Treasury check)is not made in person to one of our employees. are returned to us,we may destroy them. If a notice of a Government,Official,and Other Special Types of mail you the notice by the next business day after we receive your the first$5.000 will not be available until the second business day k hecs change to this Agreement is received at a banking center or Cdeposit. We do not mail this notice for deposits referred to in the after the day of deposit Funds from all other check deposits are returned to us(including a notice sent on or with a statement), Our policy is to make fiords Rom U.S.Treasury checks that sections entitled Gmernment,Official and Othei Special T pey(if generally available by the ninth business day after the day Of your You agree that the change contained in the notice is still effec- are payable to you available no later than the first business day Checks and Hire Trnasfe+s.inar Buyineys Accmmty above. deposit. However.we may place longer holds on certain items tive and binding on you. If one or more notices we mail to after the day of the deposit. if you need the fiends from a deposit right away,you should for other reasons.such as latge deposits(see Conger Delgt.�Mar you are returned to us,we may stop sending notices until a If you make the deposit in person to one of our employees. ask us when the funds will be available. Appfr above). new address is provided to us and you agree that changes cov- and meet the other conditions noted below,our policy is to make In addition,we may delay the availability of fiords you ered in these notices are still effective and binding on you. Rinds from the following types of deposits available no later than deposit by check for a longer period under the following circum- Holds on Other Funds For accounts with more than one owner,we may send the first business day after the day of your deposit: stances: If we cash a check for you that is drawn oil another financial notices to any one co-owner. A notice sent to any one owner State and local government checks that are payable to We believe a check you deposit will not be paid. institution,wr may withhold the availability of a corresponxling is effective for all. you and are deposited in an account in the same juris- You deposit checks totaling more than$5.000 on any amount offunds that are already in your account. If we accept diction that issued the check, one day. for deposit a check that is drawn on another financial institution, Cashier's.certified and teller's checks that are payable You redeposit a check that has been returned unpaid. we may make finds from the deposit available for withdrawal When Funds Are Available to you. You have overdrawn your account repeatedly in the last immediately but delay your ability to withdraw a corresponding For Withdrawal Federal Reserve Bank checks,Federal Home Loan Bank six months. amount of finds that you have on deposit in another account with checks and postal money orders that are payable to you. There is an emergency,such as failure of communica- us. In either case,we make these fiutds available in accordance Your Ability to Withdraw Funds If you do not make your deposit of these checks in person tions or computer equipment. with our policy described above for the type ofcheck that was Our policy is to make fiends from electronic direct deposits to one of our employees(for example,if you mail the deposit). We will notify you if we delay your ability to withdraw cashed or deposited. made through the automated cleating house(ACH)and incoming Our policy is to make fiends from these deposits available no later funds for any of these reasons,and we will tell you when the wire transfers available to you on the day we receive the deposit. than the second business day after the day of your deposit. funds will be available. They will generally be available no later Other provisions of This Agreement Our general policy is to make fiords from your cash and check than the eleventh business day after the day of your deposit. The fact that we make finds available to you does not deposits available to you no later than the first business day after Wire Transfers from Business Accounts the day we receive your deposit. Once they are available,you can Generally,our policy is to make deposits to business cus- Cash-Withdrawal Limitation waive any of our rights under the law m this Agreement. For withdraw the finds in cash and we will use the ftmds to a tourers'accounts available for withdrawal b wire transfer b the example,although we made finds Roma deposited check avail- withdraw pay Y Y We place certain limitations on withdrawals in cash or by able to you and you withdrew the Rands.you are still responsible checks that you have written. second business day after the day of deposit for local checks and similar means.In general,$100 of s deposit is available for with- for problems with the deposit. If the check is returned to us For determining the availability of your deposits,every day by the fifth business day after the day of deposit for non-local drawal in cash or by similar means no later than the first business unpaid for any reason,we may charge your account for the is a business day,except Saturdays.Sundays.and federal checks. A"local check"is one that is payable by or through a day after the day of deposit In addition,a total of$400 of other amount of the check, holidays. financial institution that is located in the same Federal Reserve fluids becoming available on a given day is available for with- If you make a deposit at a banking center before 2:00 p.m. check processing region as the physical location of our banking drawal in cash or by similar means at or after 5:00 p.m.on that local time,or such later time as may be posted at that banking center or ATM where you deposit the check. For assistance in day Any remaining hinds;will be available for withdrawal in cash center,on a business day that we are open,we consider that day distinguishing local Rom non-local checks.business customers or by similar means on the following business day.Similar means to be the day of your deposit. However,if you make a deposit in should contact their relationship manager or customer service. Include electronic payment,issuance of a cashier's or teller's a banking center after such time,or on a day when we are not check,certification of a check,or other irrevocable commitment open,we consider that the deposit was made on the next business to pay.such as a debit card transaction. day we are open. 9 10 interest)not later than 45 calendar days after we received Insufficient Fun ds — and We may establish different processing orders for checks Substitute Checks and Your your claim.We may reverse the refund(including any interestother items.When you do not have enough available Rights on the refund)if we later are able to demonstrate that the sub- Overdrafts finds to pay all checks and other items on a given day,we sttute check was correctly posted to your account. may pay one or more checks or other items,and return other The following provisions help explain some of your Overdraft and Returned Item Fees checks or other items,in any order we deem appropriate.We rights under a new federal law commonly referred to as How do i make a claim for a refund? We recommend that you enroll in one of the optional may change our processing orders at any time without notice Check 21.This disclosure applies only to accounts held by If you believe that you have suffered a loss relating to a overdraft protection plans described below.This can help you to you.even though some processing orders may result in consumers. substitute check that you received and that was posted to your avoid overdraft and returned items on your account.If you more insufficient funds items and more fees than others.For account,please contact its at the phone number listed on your enroll,then when you do not have enough available ftmds in more information about our processing orders.please see What Is a substitute check? bank statement,or write to us at: your account to cover a check or other item but have enough Check and Item Prrrceving Orden in the Prncessing To make check processing faster,federal law permits Bank of America available coverage under the overdraft protection plan.we can Tribe tclions-IViduhrnwals section. banks to replace original checks with"substitute checks." Attn:Research and Adjustments automatically transfer funds to your account to cover the The fee for each insufficient finds item may vary based These checks are similar in size to original checks with a P.O.Box 31590 check or other item.Please note that ftmds in your account are on the number of occurrences during the current monthly slightly reduced image of the front and back of the original Tampa.FL 33631-3590 not available to cover a check or other item if we determine statement cycle and preceding 12 monthly statement cycles p that the are subject to a hold,dispute or legal process that and whether the check or other item is paid or returned.An check.The front of a substitute check states:"This is a legal Y J P 6 You must contact us within 40 calendar days of the date prevents their withdrawal. "occurrence"is a day during which your account has at least copy a your check.You can use it the same way you would that we mailed(or otherwise delivered by a means to which When you do not have enough available funds in our one insufficient funds item.Please see the Schedule r!f Fee.�� use the original check."You may use a substitute check as Y 6 Y proof of payment just like the original check. you agreed)the substitute check in question or the account account to cover a check or other item,then we consider the for your account.If your account is transferred to another statement showing that the substitute check was posted to check or other item an insufficient funds item.If you have banking center or converted to a different type of account. Some or all of the checks that you receive back from us your account,whichever is later.We will extend this timeour record of insufficient fiends items still applies. enrolled in one of our overdraft protection plans and have Y PP maybe substitute checks.This notice describes rights you period if you were not able to make a timely claim because of enough available coverage under the plan,we transfer fitnds to For some business accounts.if your account is over- have when you receive substitute checks from its.The rights extraordinary circumstances. cover the check or other item.Otherwise,we may either pay it drawn,we may also charge you interest on the overdraft in this notice do not apply to original checks or to electronic amount a to the highest rate permitted b law. debits to your account.However,you have rights under law Your claim must include— and overdraw your account or we may decline or return an P g P Y with respect to those transactions. A description of why you have suffered a loss insufficient funds item unpaid and,in either case,we may (for example,you think the amount withdrawn charge you a fee for each insufficient funds item.Please see Overdraft Protection Plans What are my rights regarding substitute checks? was incorrect); the Schedule of Fees for your account. In most states and for most accounts,we offer one or An estbnate of the amount of your loss; Insufficient funds items include all orders and instrutc- more of the following overdraft protection plans to help pro- In certain cases,federal law provides a special procedure An explanation of why the substitute check you received tions for the payment,transfer,or withdrawal of funds from tett your account from overdrafts and returned items.We rec- that allows you to request a refund for losses you suffer if a is insufficient to confirm that you suffered a loss;and your account.As examples,an insufficient funds item includes onunend that you enroll in one of these optional plans.You substitute check is posted to your account(for example,if A copy of the substitute check or the following infonna- a check,draft.demand draft,image,substitute check.image may only link one overdraft protection plan to each account. you think that we withdrew the wrong amount from your tion to help its identify the substitute check:the check replacement document,electronic item(such as an ACH.ATM We generally make transfers under the overdraft protection account or that we withdrew money from your account more number,the name of the person to whom you wrote the or point-of-sale instnuction to withdraw funds).preauthorized plan in a minimum amount or increments of the minimum than once for the same check).The losses you may attempt to check,the amount of the check and the date of the payment,automatic transfer.telephone-initiated transfer. amount.This means that a transfer may not be made if you do recover under this procedure may include the amount that check. Online Banking transfer or bill payment instruction,with- not have at least the minimum amount available under the was withdrawn from your account and fees that were charged drawal slip and in-person payment,transfer or withdrawal plan. as a result of the withdrawal(for example,bounced check instruction. Overdraft Protection from,your Credit Card.This fees). Whether we return or pay an insufficient fluids item service is available if you have an eligible Bank of America The amount of your reftntd under this procedure is limit- depends on a number of factors.including the amount of the credit card.The service links a Bank of America credit card ed to the amount of your loss or the amount of the substitute item and the past activity in your account.We may.without account to a checking account for overdraft protection.You check,whichever is less.You also are entitled to interest on notice to you and in our sole discretion,either pay it and over- may not link more than one checking account to a credit card the amount of your refund if your account is an interest-bear- draw your account or we may decline or return an insufficient account.At least one of the owners of the checking account ing account.If your loss exceeds the amount of the substitute funds item unpaid.If we overdraw your account,you agree to must also be an owner of the credit card account.Certain check,you may be able to recover additional amounts under repay us immediately.We may use deposits you or others other restrictions apply. other law. make to your account to pay any overdrati you owe us.If we When you do not have enough available fluids in your If you use this procedure,you may receive up to$2,500 pay insufficient funds items by overdrawing your account on checking account to cover a check or other item,we may auto- of your refund(plus interest if your account earns interest) one or more occasions.we are not obligated to continue pay- matically advance and then transfer finds from your credit within 10 business days after we received your claim and the mg any future insufficient funds items,and we may stop pay- card account to your checking account in the amount and remainder of your refund(plus interest if your account earns Ing your insufficient funds items and return them unpaid with- under the terns and conditions described in the credit card out notice to you. agreement.We do so as long as you have sufficient credit 11 12 available and as long as you are not in default under yourIf you permit another person to use your Access iD or to make to another of your(or a family member's) credit card agreement.The finds transferred may be subject to Electronic Banking Services account number(s)and related code(s),you are responsible for Bank of America accounts or toward payment of a fees and finance charges under your credit card agreement. all transactions conducted by that person(even if he or she Bank of America loan,and to certain other types of consumer For some business accounts,we may charge an overdraft pro- General Informationall your authorization),until you notify us that the person transactions which are excluded from Regulation E of the U.S. If we give you an ATM Card.Check Card or other device is no Ion rection transfer fee to your checking account for each transfer. Ger authorized so that we may block the codes and Federal Reserve Board, Overdraft Protection from your Savings Account. or code to access your account,you agree to use the card or issue new ones. Types of Transfers. This service is available if you have a Bank of America sav- code only in the manner and for the purposes described in the You must review your periodic statements and promptly 4ccnun1Access. The types of transfers that you may applicable agreement. if you attempt to use the card or code Ings account.in most states the savings account must be local- PP g Y P report to us any unauthorized funds transfers initiated make with your ATM Card or Check Card or using our in any other manner or for airy other purpose,we may reject through the use of our security codes or otherwise. You must Online Banking service are described in our agreements for ed at a banking center in the same state as the banking center g Y Y g g where we maintain your checking account.At least one of the the transaction,or at our discretion we may complete it with- also promptly notify us of any suspected loss or theft of your those services. You may authorize someone to make direct out incurring any obligation to honor the same type of transac- owner(s)of the checking account must also be an owner of the security codes. Failure to take these actions may affect the deposits to your account. tion on future occasions. We may decide not to issue a card or extent of our liability for an unauthorized transfers under Electronic Check Conversion. You may authorize a savings account Certain other restrictions apply. Y Y Y Y code to any customer,and we may also terminate a card or federal banking regulations or other applicable laws. merchant or other payee to make a one-time electronic a When you do not have enough available fiords in your g 6 VP P Y pay- checking at any time without cause or notice. Small Business Access 1Ds. If you are a small business ment from our checkin•account usin information from checking account to cover a check or other item,we may auto- Y Y 6 g For information about our ATM Cards and Check Cards. customer,to Uniquely identify each person who initiates a our check to a for purchases or to a bills. maritally transfer fiords from the available balance in your q Y Y P Y pay P pay savings account to your checking account.Each transfer q 6 P please see the applicable card agreement and disclosure. request for banking services,you should establish a separate Consunier's Liabilitv for Unauthorized Transfers.Tell counts as one of the six limited transactions you are allowed Access ID and related security codes for each person who you us AT ONCE if you believe your Bank of America ATM card Access ID determine needs access to our accounts. Your authorization Check Card or similar card or our Access ID.Personal each month from your savings account Funds you deposit � Y Y An Access ID is a numeric code which.when used with a (whether express or implied) y' into your savings account may not be available immediately p p� )for an individual to establish an Identification Number(PIN)or similar code has been lost stolen separate PIN number or passcode(plus,in some circum- Access ID shall constitute our authorization for the bank to or leaned b an unauthorized person.or ifyou believe that an far overdraft protection.We may cancel this overdraft protec- Y Y P Ya stances,another piece of identifying information called a"ver- provide account information to such individual and(unless electronic find transfer has been made without your mission tion plan if you close your savings or checking account.Under P y'O �' bal verification code'),enables consumer and small business inquiry only access is selected)to transfer fiords and conduct using information from your check.Telephoning is the best this plan we may charge an overdraft protection transfer fee to 9 Y Y 6 Yo P g way customers to do the following via our automated telephone other bankingtransactions Upon that person's request. Such of keeping your possible losses down.Ifyou tell us within two your checking account for each transfer. system or in person at a banking center: obtain information P q P 6 Yo P� Y Overdraft Protection from your Line of Credit. authorization supersedes any resolution,Signature card or business days after you learn of the loss or theft,you can lose no This service is available if you have an eligible anPrP about deposit and credit accounts that are linked to the Access other document filed with the bank that purports to limit more than$50 for an unauthorized electronic fiords transfer or a ID;transfer fiords and make payments between linked authority over an of our accounts,whether current) on file series of related unauthorized transfers should someone use your Bank of America line of credit.This service links your line of Y Y Y Y credit to your checking account At least one of the owner(s) accounts;and obtain other services such as stop payments. or submitted or modified in the future,unless the Access ID card or code without your permission.of the checking account must also he acheck reorders,and copies of checks and statements. You may n owner of the line of authorization is expressly modified or revoked. if you do NOT tell us within two business days ager you request an Access ID and related security codes through learn of the loss or theft of your card or code and we can prove credit.Certain other restrictions apply. Telephone Customer Service or at any banking center. Please When you do not have enough available funds in your Online Banking and Bill Payment Services we could have stopped someone from using your card to code note that Access iDs may not be available to customers m all without our Permission if you had told ns. a could lose as checking account to cover a check or other item,we may auto- states. In some states,individual account numbers,combined You may use your computer to obtain account informs- Y P Y you matically advance and then transfer funds from your line of with additional security codes,may be required to obtain tion and make certain transfers and to pay bills.When you much as$500. credit to your checking account in the amount and under the account information and transact other business. subscribe to these services.we provide you with an agreement Your losses could include all of the money in your account terms and conditions described in the line of credit agreement. Two activity levels are available for most accounts linked and disclosures for the service and link your eligible accounts. plus.if you have an overdraft protection plan linked to your We do so as long as you are not in default under your line of to your Access ID: account,any transfers from another account or any advances on a credit agreement.The finds transferred normally may not (1)inquiry: Allows you to obtain current account bal- Electronic Banking Disclosures credit line. exceed the amount of available credit on your line of credit antes and recent transaction information. The following provisions apply only to accounts estab- Also.if your statement shows transfers that you did not and may be subject to fees and finance charges under your (Z) Financial: Allows you to obtain account information. lished primarily for personal,family,or household purposes. inake.inclu ding those made by card code or other means.tell us line of credit agreement.Under this plan we may charge an transfer fiords among accounts linked to the Access ID,and They generally apply to find transfers,deposits,cash with- at once.If you do not tell us in writing within 60 days after the overdraft protection transfer fee to your checking account for obtain certain other banking services. drawals and purchases made with any ATM Card Check Card. statement was mailed to you.you may not get back any money each transfer. When you first choose your Access iD.and when you Access ID.or other device or code which accesses a consumer you lost after the 60 days if we can prove that we could have subsequently open any new accounts,we will link all your account,and to direct deposits and some types of preautho- stopped someone foul taking the money if you had told its in Bank of America accounts that are eligible.and assign the rized and telephone-initiated transfers involving consumer time. if financial activity level to all accounts for which that activity accounts(including a transaction you may initiate by check roa good reason(such a long trip or a hospital stay)kept level is available,unless you tell us otherwise. We may estab- but which a merchant converts to an electronic transfer.)They You from telling us,we will extend the time periods. lish certain)units on the accounts that can be linked to your do not apply to debits which the bank is authorized to make Remember.you. 1 is not write your PIN on your marl or many the Access ID and that can have the financial activity level. from your account for service charges and other fees,to PUN with you.This remises the possibility stsomeone using your preauthorized automatic transfers you have instructed the bank card without your permission if it is lost or stolen. 13 14 Note: These liability rules are established by Regulation E. Preauthorized Payments. If circumstances beyond our control(such as power We will tell you the results within three business days after Our liability policy regarding unauthorized transactions on per- Right to Stop Pam lent and Pnxedure/iu Doing So.If you outages,equipment failures.fire or flood)prevent the completing our investigation. If we decide that there was no sonal accounts that involve a personal Bank of America Check have told its in advance to make regular payments out of your transfer,despite reasonable precautions that we have error,we will send you a written explanation.You may ask for Card or ATM Card may give you more protection.provided you account or you have authorized someone to debit your account taken. copies of any documents that we used in our investigation. report the transactions promptly.Please see the agreement and through the ACH system,you can stop any of these payinents. If the finds are subject to legal process or other If you are a new customer and the error or question con- disclosure you receive with your ATM or Check Card. Also,the Here's how:Call us at 1,800.432.1000 or write to us at encumbrance restricting the transfer, terns an electronic transaction that occurred within 30 days after state law applicable to your account may give you more time to Bank ofAmerica Customer Service.P.O.Box 25118.Tampa.FL If an account becomes dormant,in which case we may the first deposit to the account was made,we will tell you the report an unauthorized transaction or may give you more protec- 33622. You must notify its in time for us to receive your request terminate card or code access to that account. results of our investigation within 20 business days after we hear tion.For example,in Massachusetts,the 2 and 60 day time limits three business days or more before the payment is scheduled to If your card or code has been revoked due to inactivity from you. if we need more time.we may take up to 90 days to for reporting,unauthorized transactions do not apply and the$500 be made. if you call,we may also require you to put your request or at our discretion. investigate. In this case•we will credit your account within 20 limit does not apply. n writing acid get it to us within 14 days after your call. You There may be other exceptions stated in our agreement with business days for the amount you think is in error.so that you have the use of the money during the time it takes its to complete Telephone Number and Address to be Notified in Event must tell us the exact amount of the payment you have stopped you or permitted by law. our investigation. of Unauthorized Transfer and Lost or Stolen as well as other identifying information which we will request. Confidentiality-Account Information Disclosure.We NOTICE: As part of the security system to help protect Bank of America ATM Cards and Check Cards or Access We may charge you a fee for each stop payment order you give, will disclose information to third parties about your account or your card and PiN,we may use hidden cameras and other securi- Codes.If you believe your card is lost or stolen,your access code See Stop Pinanent Orders and Anatdating Olrle"S in the transfers you make as stated in the Information about Customers ty devices to determine who is using a card at an ATM. has been learned by an unauthorized person,or that someone has Additional Teens and Servicer section for more information section near the front of this Agreement. UNLESS OTHERWISE PROVIDED IN OUR ELEC- transferred or may transfer money from your account without about ACH Stop Payment Orders. If we require written confir- ATM Fees.When you use an ATM not owned by us,you TRONIC BANKING AGREEMENT,VOL)MAY NOT STOP your penmission,you must notify us immediately by calling the Illation and do not receive it,we may remove the stop payment may be charged a fee by the ATM operator or any network used PAYMENT OF ELECTRONIC FUND TRANSFERS. number listed below.If unauthorized activity occurs,you agree to order after 14 days. (and you may be charged a fee for a balance inquiry even if you THEREFORE,YOU SHOULD NOT EMPLOY ELEC- cooperate during the investigation and to complete a Lost/Stolen Notice elf ilat)'ingAmountc. If these regular payments may do not complete a Rind transfer). TRONIC ACCESS FOR PURCHASES OR SERVICES Card and Fraud Claims Report or similar affidavit, vary in amount,the person you are going to pay will tell you,10 Error Resolution Procedure.In case of errors or questions UNLESS YOU ARE SATISFIED THAT YOU WiLL NOT Telephone: Write to: days before each payment,when it will be made and how much it about your electronic transfers,call its at 1.800.432.1000 or write NEED TO STOP PAYMENT, 1.800.432.1000 Bank of America will be. (You may choose instead to get this notice only when the its at Bank of America,P.O.Box 53137,47405,Phoenix,AZ Additional Information for Massachusetts customers: P.O.Box 53137 payment would differ by more than a certain amount from the 85072-3137. previous payment,or when the amount would fall outside certain Call or write as soon as you can if you think your statement The time limits referenced in the Error n calei dat #7405 Ptrx•edure section above are measured in calendar days Phoenix,AZ 85072.3137 limits that you set,) or receipt is wrong or if you need more information about a trans- LiahilitYfo r Faihi a to Stop Fluvinent.If you order its to stop fer listed on the statement or receipt. We must hear from you no i not business days,and the longer time periods n You should also call the number or write to the address investigate claims for point-of--sale transactions and listed above if you believe a transfer has been made using the a preauthorized payment three business days or more before the later than 60 days after we have sent YOU the FiRST statement on new customers do not apply. information from your check without your permission. transfer is scheduled.and you have given its the information we which the problem or error appeared, requested includin•the exact amount of the payment,we will be (1) Tell its your name and account number. Any documentation provided to you which indicates Business Days.For purposes of these electronic banking 6 q that an electronic fund transfer was made shall be disclosures,our business days are Monday through Friday. liable if we fail to stop the payment for your damages directly (2) Describe the error or the transfer you are unsure admissible as evidence of the transfer and shall consti- Holidays are lot included. caused by our failure to stop the payment. about,and explain as clearly as you can why you believe it is an Liability for Failure to Make Transfers.If we do not error or why you need more information. Lute prima facie proof that the transfer was made. Documentation of Transfers. The initiation b you of certain electronic fund trans- ATMTrrtnsfeis.You can get a receipt at the time you make complete a transfer to or from your account on time or in the (3) Tell us the dollar amount of the suspected error. Y correct amount according to our agreement with you,we will If you tell us orally,we may require that you send your com- fers from your account will effectively eliminate your any transfer to or from your account using aim ATM.However, Plaint or question in writin•within 10 business days. ability to stop payment of the transfer. this receipt is not final since each transaction is subject to verifi- be liable for your losses or damages. However,there are some P q b Y' exceptions. We will not be liablefor instance: We will determine whether an error occurred within 10 cation by us.If the receipt and our records confl ,ict,our records business days after we hear from you and will correct any error will control. m through no fault of ours.you the not have enough y none in our account to make the transfer. promptly. If we need more hme,however.we may take up to 45 Preauthoited Cerlits.if you have arranged to have direct Y Y days to investigate your complaint or question. If the alleged deposits made to your account at least once every 60 days from If the aftlintransfer would go over the credit limit on your overdraft line. error involves a transfer resulting from apoint-of--sale transaction. the same person or company.you can call its at or a transaction initiated outside a state.territory or possession of 1.800.432.1000 to find out whether or not the deposit has been If the ATM where you are making the transfer does not the United States.we may take up to 90 days(instead of 45)to made. have enough cash. investigate. If we decide to do this,we will credit your account If the ATM,terminal t systwas not working proper- Statements.We send you a monthly account state- em within 10 business days for the amount you think is in error.so ment(unless there are no transfers in a particular month).In any Iy and you knew about the breakdown when you started that you will have use of the money during the time it takes its to case•we send you a statement at least quarterly. the transfer. complete our investigation. If we ask you to putt your complaint or question in writing and we do not receive it within 10 business days,we may not credit your account. 15 16 payment order. We may treat payment orders we receive after lyzed checking account,we credit the account to reflect the ATM Safety Tips Funds Transfer Services a cutoff time as if received the next business day. We tell you applicable value date or otherwise adjust the account under our cutoff times upon request. our account analysis procedure•to recalculate earnings credits The suggestions that follow offer some helpful hints on The following provisions apply to fluids transfers you Amending or Canceling Payment Orders.You may not for the period involved. With a non-analyzed.non-interest- exercising care when using an ATM.Please review them. send or receive through its,but do not apply to electronic fluid amend or cancel a payment order after we receive it. if you bearing account,we use a rate equal to the average of the transfers governed by Regulation E of the U.S.Federal ask its to do this,we may make a reasonable effort to act on Federal Funds rates set by the Federal Reserve Bank of New Your ATM Card and Personal Identification Number Reserve Board. If you have a specific agreement with its for your request. But we are not liable to you if,for any reason,a York•less a reserve factor. With a non-analyzed interest-bear- (PIN) these services•these provisions supplement that agreement to payment order is not amended or canceled. You agree to rein- ing account,we use the rate applicable to the account. if we Always protect your card by keeping it in a safe place. the extent these provisions are not inconsistent with the specif- burse its for any costs,losses or damages that we incur in con- have a separate agreement with you specifying a different cal- If your card is lost or stolen,contact its immediately. is agreement. rection with your request to amend or cancel a payment order. culation method we use that method instead. • Always protect your PIN.Never give your number to The Uniform Commercial Code includes provisions Inconsistency of Name or Number.The beneficiary's anyone and you should never write your number any- relating to fiords transfers. These provisions define the fol- banmay ay make payment to the beneficiary based solely on Receiving Funds Transfers where.especially on your card. If you choose your lowing terns:funds transfer,payment order and beneficiary the account or other identifying number,even if the name on We may receive instructions to pay finds to your own PiN.avoid using obvious numbers such as tele- These terms are used here as they are defined in Article 4A of the payment order differs from the name on the account. We account.We may receive funds transfers directly front the phone numbers,addresses,or birth dates. the Uniform Commercial Code—Funds Transfers as adopted or an intermediary bank may send a payment order to an inter- sender,through a fluids transfer system or through some other Never give information about your card or PiN over by the state whose law applies to the account for which the nediary bank or beneficiary's bank based solely on the bank communications system.This includes wire transfers.ACH the telephone, if someone is asking for this unforna- fiords transfer service is provided. In general: A funds trans- identifying number,even if the payment order indicates a dif- transfers that may be sent through an ACH system or tion,refuse and iOunediately notify your bank. fer is the process of carrying out payment orders that lead to ferent bank name. processed directly to an account with us,and transfers paying a beneficiary. The payment order is the set of instruc- Sending Payment Orders.We may select any intermedi- between Bank of America accounts. Using an ATM tions given to us to transfer fluids. The beneficiary is the per- ary bank,funds transfer system or means of transmittal to ACH Provisional Payment Rule.Under ACH riles. Bank of America ATMs may be monitored by surveil- son or business who receives the payment. send your payment orders. Our selection may differ from that fiords transfers sent through an ACH are provisional and may lance cameras,which record activity in the area of the We may charge fees for sending or receiving a fiords indicated in your instructions. be revoked prior to final settlement.You agree to these rules. ATMtransfer. We may deduct our fees from your account or from Notice of Rejection.We may reject payment orders. We If the funds transfer is revoked before final settlement. When you enter or exit an ATM in an enclosed area, the amount of the transfer. For current fees,call us at the notify you of any rejection orally,electronically or in writing. we may charge your account for the amount credited.Tile per- be sure you close the entry door completely.Do not number for Customer Service on your statement or ask a If we send written notices by rnail.we do so by the end of the son who sent the payment order is considered not to have paid open locked ATM vestibule doors for others or allow banking center representative. next business day. you.If this happens.we do not send a separate notice:we any unknown persons to enter the ATM area when you We are not liable to you for the rejection or obligated to report the information on your account statement. are making your transaction.Authorized customers FedwireNotice of Funds Transfer.We notify you that we have should have their own access. pay you interest for the period before you receive timely Fedwire is the electronic fiords transfer system of the nonce of rejection. received fluids transfers by listing them on your account state- After completing your transaction,secure your card U.S.Federal Reserve Banks. When you send a payment order Ment.We send stiteinetits by mail.If you use one of our infor- and cash immediately,before exiting the ATM area. Errors o Questions About Your Payment Orders.We or receive a funds transfer•we or other banks involved in the notify you about fiords transfers by listing them on your oration reporting services,you may receive notice through that Count it later in the safety of your locked car or home. fiords transfer may use Fedwire. If an art of a funds transfer service. • Shield the keypad with your hand or body while enter- y a p account statement. In some cases, or also may notify you is carried out by Fedwire,your rights and obligations are gov electronically,in writing or by a report produced through one We are not obligated to send you a separate notice of ing your PIN. Do not leave your transaction record at erned b dl RBoard. each intoning funds transfer.While we generally do not pro- the ATM. Keep your transaction record in a safe y Regulation.I of the U.S.Federal Reserve of our information reporting services. You must notify us at once if you think a funds transfer vide such separate notices,we may do soon occasion,in place,so you can compare it to your statement. Sending Funds Transfers which case we send the notice within two business days after • If you use a drive-tip ATM,be sure passenger windows shown to your statement or notice is incorrect. You must send You may subscribe to certain services we offer or you its written notice.including a statement of relevant facts,no we credit your account. are rolled up and your doors are locked. y We are not obligated to pay you interest for the period Be aware of your surroundings,especially after dark. may give Its other instructions to pay money or have another later than 14 days ager the date you receive the first notice or statement on which the problem or error appears. before you receive notice. If you must use an ATM at night,consider taking bank pay money to a beneficiary. This Sending Funds If you are expecting a fiends transfer and want to find out someone with you. TixrrrcJ rs section applies to wire transfers and transfers we If you fail to notify us within this 14-day period we are if it has been credited to your account,call u5 at the number If you notice anything suspicious or that you deem make between Bank of America accounts. It does not apply to not liable for any loss of interest because of an unauthorized for Customer Service on your statement. automated clearing house(ACH)system funds transfer servic- or erroneous debit or because your statement or notice is Posting Your Customers'Payments.We credit to your unsafe.such as the lighting around the ATM is not give us payment orders for ACH system funds incorrect. We are not required to compensate you.and we are account electronic payments(such as bill payments)that we working,use another ATM or return later. es. You may te agreement with us for not required to creditor adjust your account for any loss of Report all crimes immediately to law enforcement transfers only if you have a separareceive from your customers.If you do not apply a payment to officials and your local banking centers. those services. interest or interest equivalent. an account of your customer,you must promptly return the If you need emergency assistance,call 911 from the Cutoff Times for Payment Orders.We have cutoff Calculations,if we are obligated to pay for loss of inter- payment to us. nearest telephone.If you have a complaint about the times for processing payment orders. Cutoff times vary est that results from our error or delay regarding your payment security of a Bank of America ATM,call our depending on the particular office of our bank and the type of order•we calculate compensation as follows. With an ana- Corporate Security Department at 1.800.222.7511. 18 17 ACH Debits and Credits Fingerprint recommend that you close your current account and open a ored permanent ink,make sure the written and numeric From time to time,originators that you authorize may If a person to whom you gave your check asks us to cash new one. If you do not do so.we are not liable to you for sub- amounts match and are readable,and make sure there are no send automated clearing house(ACH)credits or debits for the check,we may require them to place their fingerprint on sequent losses or damages on the account due to forgery fraud blanks or open spaces in the places where words or numbers your account. For each ACH transaction,you agree that the the check. If they refuse to provide their fingerprint•we may or other unauthorized use. When you open a new account, are to be inserted. transaction is subject to the National Automated Clearing refiise to cash the check. We have no liability to you for you are responsible for notifying any third parties that need to You should be cautious about giving someone your House Association(NACHA)Operating Rules and any local refusing to cash the check. know your new account number. account number. If you give your account number to a third ACH operating ndes then in effect. You agree that we may If you report to us that a forgery.alteration or other unau- person and authorize that third person to initiate one or more Examining Statements and Reporting Problems thonzed transaction has occurred on your account.you agree transactions on your account,you may be liable for all trans- rely on the representations and warranties contained in these g P g to cooperate with us in the investigation and prosecution of actions initiated by the third person even if you did not intend operating rules and either credit or debit your account.as This section applies to any problem or unauthorized instructed by the originator of the ACH transaction. transaction on your account•except electronic transactions that your claim and any attempt to recover fiords. You agree to to authorize a particular transaction. You should be careful about giving someone your are subject to Regulation E. provide us with an affidavit containing the information we You should never leave unused checks out in the open or account number to help prevent unauthorized transactions on You agree to promptly and carefully review your account require concerning the transaction. We may deny your claim in an easily accessible location. Checks can be stolen and your account. You must notify its immediately of unautho- statement and any accompanying items. You must report if you fail to provide us with any affidavit we require. You misused so it is important for you to keep your check stock rized activity, problems or unauthorized transactions to us immediately,by also agree to assist us in identifying and prosecuting the sus- secure and in a safe place and to audit your check stock fte- For information about stopping payment of an ACH calling the number for Customer Service on your statement. petted wrongdoer(s). quently. When discarding checks.ensure they are properly transaction,see Stop Pc{vment Orxlers and Pnstdoting Orders We may require written confirmation of your claim,includingYou agree that we have a reasonable period of tiine to destroyed by shredding or other means so that they cannot be in the Additional Terms and Semicec section. an affidavit signed by you on a form acceptable to us. investigate the facts and circumstances surrounding any copied or used. If umtsed checks disappear,either individual- Problems or unauthorized transactions include:suspected claimed loss and that we have no obligation to provisionally ly or a pad at a time.call us immediately at the number for fraud;missoig deposits;unauthorized electronic transfers: credit your account. Our maximum liability is the lesser of Customer Service on your statement. These same precautions Protecting Your Account missbig,stolen,or unauthorized checks or other withdrawal your actual damages proved or the amount of the missing apply to endorsement and signature stamps. We may deny a orders;checks or other withdrawal orders hearing an unautho- deposit or the forgery.alteration or other unauthorized with- claim due to forged altered or unauthorized checks if you do Your role is extremely important in the prevention of If you find that your records rized signature,endorsement or alteration:illegible images: drawal,reduced in all cases by the amount of the loss that not take reasonable measures to guard against improper access wrongful use of your account encoding errors made by you or us;and counterfeit checks. could have been avoided by your use of ordinary care. We are to your checks or endorsement or signature stamps. and ours disagree or if you suspect any problem or unautho- activity on our account(such as a missin•deposit ora You agree that GO days after we send a statement and items(or not liable to you for special or consequential losses or dam- These are suggestions of some measures you may take to rized ac forged ti altered check c other withdrawal order),211 us otherwise make them available)is the maximum reasonable ages of any kind including loss of profits and opportunity or help prevent fraud on your account. The suggestions are by amount of time for you to review your statement or items and for attorneys'fees incurred by you. no means a complete list of preventive measures you may immediately at the number for Customer Service on your take:other or additional actions may be appropriate for our statement If you fail to motif its uu a timet manner,your report any problem or unauthorized transaction related to a If your claim relates to a business account,you agree to YY Y Y Y matter shown on the statement or items.In addition,if you do pursue all rights you may have under any insurance coverage particular circumstances,including closing your account and rights may be limited. We may require written confirmation of your claim,including an affidavit signed by you on a form not notify us in writing of suspected problems or unauthorized you maintain before making a claim agaunst its in connection opening a new account that has not been compromised. acceptable to us. transactions within 60 days after we send your statement or with any transaction involving your accounts,and to provide items,or otherwise make them available,you agree that you us with all reasonable information about your coverage, Processing Transactions Cellular or Cordless Telephones cannot make a claim against us relating to the unreported including the name of your insurance carrier,policy number. To help safeguard against potential unauthorized use of problems or unauthorized transactions,regardless of the care policy limits and applicable deductibles. Our liability is Deposits and Cashed Items your account,you should not use cellular or cordless tele- or lack of care we may have exercised in handling your reduced by the amount of all insurance proceeds you receive account. (For substitute checks,you must notify us within 40 or are entitled to receive. At our request,you agree to assign Transactions that you perform are not effective until we phones to conduct your transactions with its, Confidential days to qualify for an expedited recredit. See section titled to us your rights under your insurance policy. process them at the processing center for the banking center account information can be intercepted over the airwaves Substitute Checks and Your Rights.) In addition,if you fail to where we opened your account. Without your knowledge or authorization. report an unauthorized transaction on your account within 30 Helping to Prevent Fraud Change of Address days(or such lesser period as-is specified in the state law Cashing Items or Accepting Items for Deposit To help you protect your account.you should consider applicable to your account)following the closing date of the using some or all of the following preventive measures: rec- We may accept a check or other item for deposit to your You must notify us if you change your address. If we statement containing information about the first unauthorized account from anyone.We do not have to question the authority receive notice from the United States Post Office or one of its out-of-g your statements as you receive them,watching for Y q Y transaction,we are not liable to you for subsequent unautho- out_of-sequence checks and checks made payable to cash•and of the person making the deposit If your account is over- agents veragents that your address has changed we may change your rized transactions on your account by the same person. You drawn,we may use the deposit to a the overdraft and an address on our records to the address specified by the Post may not brie an legal proceeding g or action against us to reviewing your transaction activity for unexpected fluchia- Y Po pay Y Office and we may send statements and notices regarding your y g Y 6 p 6 6 tions. Business customers should assign to different individuals fees you owe its. Y recover airy amount alleged to have been unproperly paid out We may refuse,accept for collection only.or return all or account to that new address. of our account unless you have given us the notice described responsibilities for:opening maih reconciling bank statements, Y P Y Y Y 6 endorsing incoming checks,unmaking deposits,reconciling part of any deposit. We may refuse to accept for deposit to above. our account items payable to another person. In receiving If there are any unauthorized transactions on your accounts payable checks with vendor invoices,reconciling Y P Y P 6 account(such as missing,stolen,or unauthorized checks),we incoming checks against outstanding receivables and issuing checks or other items for deposit or collection,we act only as checks. When you write checks.you agree to use a dark col- your collecting agent and assume no responsibility beyond the 19 20 exercise of due care,including care in selecting collecting Collection Items Deposit Delivery and Preparation Endorsing Checks banks. We are not responsible for errors and delays made by We may accept certain items—such as certain securities You may deliver deposits to its through various methods We may accept for deposit checks payable to any signer others in the collection process. if we have given you credit and checks payable in foreign currencies or at foreign loca- including our banking centers.ATMs,night depositories and on your account when endorsed by any other signer. We may for an item and it is not paid for any reason,we may revoke tions—on a collection basis only. We route and process col- Automated Banking Centers(ABCs).We use the method and endorse checks for you that we receive for deposit the credit and charge the amount of the item back to your lection items separately. We normally credit your account for time of delivery to determine when you receive credit for the We restrict both how you endorse checks that you ask its account,even if this causes your account to be overdrawn, collection items only after we receive payment for them. But deposit and for some accounts any applicable deposit fees.If to cash or deposit and what you may place or have preprinted When you send its deposits by mail,or place deposits in our if we do credit your account and then do not receive payment, we credit your account for the amount shown on the deposit on the back of checks. If you place or imprint information on lobby deposit box or other depositories.we may treat them as we may debit your account for the amount of the item. We slip,the credit is subject to subsequent verification by its and the back of the check,it may overlap into the area reserved for received at the time we receive actual delivery of deposits charge fees for processing collection items. These fees apply our determination of the amount of your deposit is final and the banks'endorsements.If it becomes necessary for its to sent by mail or when we remove the deposits from our even if the collection item is retuned unpaid. For current binding as long as we follow our customary practices. return one of your checks.the material placed on the back of depositories. fees,call us at the number for Customer Service on your state- You agree to prepare your deposit in accordance with our the check may interfere with the bank endorsements and cause if we accept a cash deposit in unusual denominations, ment,or ask a banking center representative. instructions which may include the use of an approved deposit delays in rettirnitig the item. You agree to reimburse its for all such as a large number of loose coins,we may assess a charge The financial institution on which the collection item is bag or envelope and deposit ticket,if required.You authorize claims,c osts,losses and damages that result from late return for processing the deposit. drawn may also charge you fees. If the other financial institu- its to open the deposit bag or envelope in your absence and of a check due to material entered on the back of the check If you use a blank deposit slip from one of our banking tion requires payment of a fee before that i istitution will credit the contents to your account.We may treat the contents that obscured or interfered with our or another bank's centers,rather than your personalized deposit slip,you agree process the collection item,we may pay the fee and charge of the deposit bag or envelope as not accepted by us for endorsement. that we will not be liable for errors that may result from your your account. Otherwise,the other financial institution may deposit until we have verified the contents.If your deposit You must endorse checks in rhe area that extends I'/: or our hand encoding the account information. subtract its fee from the amount of the payment we receive. includes items that we do not accept for deposit,we may hold inches frown the trailing edge of the back of the check. The You agree that you will not knowingly deposit items into These fees may apply even if the collection item is returned those items until claimed by you.If you make your deposit trailing edge is the left side of the check when you look at it your account that do not have either a true original signature unpaid. through a mechanical or automated depository such as an from the front. if your endorsement obscures our bank's of the person on whose account it is drawn or an authorized ATM or night depository,you agree to exercise due care in endorsement,you are liable for checks that are returned late mechanical reproduction of that person's signature. Client-Encoded Deposits opening.closing and properly securing the depository. and unpaid. Cashier's Checks.If we cash,or accept for deposit,a If you are a business client,you may want to encode the money order,cashier's check or similar item and we later learn MICR line of an item you deposit with us. We permit this Deposit Error Correction Foreign Instruments that the item is fraudulent,counterfeit or invalid for some under certain circumstances,and we provide you with instruc- When we receive your deposits.we may provisionally The processing and collection foreign instruments are other reason,we may charge your account for the amount of tions(which you agree to follow)for preparing and encoding credit your account for the amount declared on the deposit not subject c United States laws or regulations, draft or may the item.This may occur even if we previously made the funds your deposits. slip,subject to later verification by us. You must ensure that refuse to accept for deposit or collection a check,d available to you. You must provide its with a replacement or a copy of the amount declared on the deposit slip is correct even if you other item that is payable in a currency other than U.S.dollars Foreign items.You should be cautious about accepting each original check if the deposit is lost or destroyed. We are did not prepare the deposit slip. If later we determine that the or that is drawn on a bank ora branch st a bank located orb international or foreign items.These are items that were origi- not liable to you if you are unable to do so. amounts declared on the deposit slip are incorrect,we may side ei the United States e"foreign instrument"u If bear accept nally issued or are drawn on banks located outside of the If our equipment is unable to read what we consider to be adjust(debit or credit)your account.We report adjustments on a foreign instrument with for depositor collection,you bear all the United States.If we accept such items for deposit to your a significant number of your encoded items.we may charge your account statement.However,if the error in completing risks associated with the collection process and foreign cur- account or cash them,you are responsible for these items if you additional fees. If we do charge you more,we send you a the deposit slip was inadvertent and is less than our standard rency Fluctuation(exchange rate risk).A foreign instrument there is a subsequent problem with them.Such items may be notice. If you make an encoding mistake that results in costs adjustment amount,we will not adjust the deposit unless you may be returned unpaid much later(sometimes several months returned unpaid at a much later date because processing of or losses to its.you agree to reimburse its(and we may charge notify its of the error within one year of the date of your peri- after we process the foreign instrument)than instruments that foreign items is not subject to U.S.laws or regulations.If an your account)for our claims.costs,losses and damages. odic statement that shows the deposit. After this notice period are drawn on banks located in the United States.You bear all item is returned to us unpaid for any reason,we may charge including attorneys'fees. We are not liable for any claims. has passed without your bringing an error to our attention.the the risks of a late return.We may decide not to credit a foreign your account for the amount of the item,even if we previously costs,losses.or damages you may incur when you encode deposit amount indicated on the statement will be considered instrument to your account until we receive the proceeds in made the fiords available to you.if the item is payable in cur- your own items. finally settled. That is.if the actual amount deposited was less cleared fluids from the paying bank.If we do provide credit. rency other than U.S.dollars,you may incur a currency than the amount declared on the deposit slip,the difference such credit is provisional and we may reverse the credit at any exchange loss.See Fiveign/nc/rumenra and Currency Demand Drafts and Remotely Created Checks will become your property and if the actual amount deposited time if the foreign instrument is returned unpaid or is initially Exchange Rnres• if you deposit a demand draft or remotely created check was more than the amount declared on the deposit slip,the paid but then subsequently returned for fraud.You agree that (an unsigned draft or a preauthorized draft)into your account, difference will become our property. We may change our we may use the then current exchange rate and we may charge you warrant and guarantee that the draft or remotely created standard adjustment amount from time to time without notice your account for the full value of the foreign instrument. check is authorized according to the terns on its face by the to you. including any applicable fees.which may result in a loss to you. person identified as drawer. if you deposit an item which is later determined to be a foreign instrument,it may or may not need to be sent for col- lection,If we determine the instrument needs to be sent for 22 21 collection,we may reverse any provisional credit given for the slip representing the check,we may charge your account for We are not obligated to question the truth of the facts that are item at our then current exchange rate and mail the foreign the amount of the check. asserted to assess the timeliness of the claim or to assert any Processing Transactions - instrument to you at the address we have for your account A lost check may not be returned to its for some time. defense. We do not need to notify you in advance of our Withdrawals statement.You may then ask its to send the instrument for Despite any delay,we may charge your account when we actions related to the claim. If you do not have sufficient collection, receive either the returned check,a copy of the check.or a available funds to cover a returned item,we may overdraw Transactions that you perform are not effective until we You understand that foreign instruments sent for collet- notice of return. your account and charge an overdraft fee. We are not liable process them at the processing center for the banking center tion are sent solely for you and at your risk and that we are not to you if there are insufficient finds to pay your items where we opened your account. liable for any event in the collection process which is beyond Overpayments and Reversals because we withdraw funds from your account or in any way our control including a default by any banks or agents If funds to which you are not entitled are deposited to restrict your access to funds due to a hold or debit to your Check Cashing involved in the collection process or for loss of the foreign your account by mistake or otherwise.we may deduct these account in connection with a returned item. You agree to If a person wants to cash your check in one of our bank. instrument in transit.We may send the foreign instruments funds from your account.If there are not enough fluids in your immediately repay an overdraft caused by a return of a ing centers.we may require identification satisfactory to its directly or through a correspondent to any bank,including the account,we may overdraw your account and charge an over- cashed or deposited item. and we may charge them a fee for cashing the check. We may payor.We may deduct both our fees and the charges assessed draft fee.If the funds were transferred from your account,we fn some cases the financial institution on which the also impose additional requirements,such as requiring their by the payor bank and any agents involved in the collection may reverse the transfer.We can do this without giving you returned check or other item is drawn may send its an elec- fingerprint or limiting the locations where we will pay the process from the amount collected or from your account.If any prior notice or demand. tronic notice of return,an indemnified copy of the original, check in cash. If the person with your check fails or reluses the collection is returned unpaid we may mail the foreign or an image replacement document("IRD"),instead of to satisfy our requirements,we may refiuse to cash the check. instrument to you at the address we have for your account Returned Items returning the item. We may act on,and you agree to be We are not liable to you for refusing to cash the check or for statement.We may also charge your account for the item at This section applies to items that you deposit or that we bound by,the electronic notice of return.or indemnified copy charging It check cashing fee. our then current exchange rate and for a collection fee togeth- cash for you and hrcludes items drawn on its as well as items or[RD just as if the original item had been returned. Some of our banking centers do not have tellers. Checks er with other charges assessed by the payor bank.You should drawn on other financial institutions. If a cashed or deposit- If we receive advance notice from another financial can not be cashed at these banking centers. note that a foreign instrument which has been sent for collet- We may c payable y signer y tion and paid may be returned later(sometimes months later) ed item is returned to its at any time for any reason.including institution that it is returning to us unpaid a check of 52.500 y ash checks a able to an su ter on our for fraud,and that b e may debit your account at our then cur- for any breach of warranty claim,or according to any law, or more,we generally send you a notice. We do not send a account when endorsed by any other signer. regulation or rule(including a clearinghouse rule),by the notice about returned checks of less than$2,500. We are usually happy to cash checks for you. However. rent exchange rate including fees assessed by the foreign bank bank on which it is drawn or any collecting bank,we may there may be times when we reftuse to cash a check written to for any instrument retorted for fraud. accept that return and charge the item back against your Substitute Checks you because cashing checks drawn on accounts at our other If you request,we will try to determine the status of a account without regard to whether the other bank finally You agree that you will not deposit"substitute checks" banking centers or at other banks can present problems similar collection.You agree to pay charges incurred for such a to using uncollected fiends from deposited checks.If we do paid the item or retuned the item in accordance with any as defined by federal law or Image Replacement Documents request.We may refuse your request if less than 30 business cash such a check and it is returned to its unpaid for any rea- ds s have passed since we first processed the collection. applicable midnight deadline er clearinghouse rude. We may ("IRD")that purport to be y a b substitute checks and have not Y P debit your account for my interest you may have provisional- been previously endorsed by a bank. If you deposit such an son,at any time,we may deduct the amount of the check from ly earned on the item. We may charge you a fee for each item,you give us the same warranties and indemnities that Your account and we may charge you a fee. Identifying the Account If you ask its to cash a check or other items for you.we retuned item. Different fees may apply to domestic and for- we,as a reconverting bank would give under applicable law may apply the proceeds of the check or other item to fees. You must correctly identify the account to which you Y pP Y P eign items. We may debit your account for a returned item. or regulation and you agree to reimburse its for claims.loss- want funds deposited. You are responsible for any claim,cost, including an indemnified copy of the original item,or an es,costs and damages we may incur.If You provide its with overdrafts and other amounts you owe us. loss or damage caused by your failure to properly identify the image replacement document("IRD"),at any time on or after an electronic representation of a substitute check for deposit account to which a deposit is made or intended to be made. Check Legends the day it is returned to its by electronic,automated clearing- into your account instead of an original check,you agree to We may credit an account based solely on the account numberSome customers order checks printed with legends,or house("ACH")or other means or on the day we receive reimburse us for all claims,losses.costs and damages we listed on the deposit slip or other instruction to credit an notice that the item is being returned to us-whichever is ear- incur because the substitute check resulting from the elec- notations,such as"not valid after 60 days"or"not valid over account,even if the name on the deposit slip or other instruc- 51.000:'We may also receive checks on which conditions or tier. We are not liable for any action or inaction to recover tronic representation does not meet applicable substitute tion differs from the name on the account. other notations are written.We may disregard these instruc- payment of a returned item. If one your cashed or deposit- check standards or causes duplicate payments. tions and pay the item even if the condition or other notation Lost Checks ed items has been paid by the financial institution on which it you for any is drawn and is later returned to us with a claim that there is a Third-Party Endorsements has not been met.We are not liable to Y claims. When we cash a check for you or accept a check for breach of warrant (for example,it bears a forged or missing costs,losses or damages that result from the placement of Y P rK g We may require that checks and other items you want these restrictions or other notations on your checks.or from deposit to your account,we are acting as your agent in collect- endorsement or is altered in any way),that the item is court- to deposit or cash be endorsed by all parties to whom the he check is lost or terfeit,bears an unauthorized signature.contains an encoding our disregarding them. ing the check. We are not responsible if t 6 6 items are payable. We may require verification of any delayed in the collection process. If a check is lost during the error or should not have been paid for any other reason.we endorsement either through an endorsement guarantee or collection process,we may charge your account for the may debit your account for the amount of the item(phis an Check and Item Processing Orders P Y personal identification. amount of the check. If the financial institution on which the associated fees)and pay the amount to the claiming party. We may accept,pay,certify,or charge to the appropriate check is drawn gives us a photocopy of the check or a debit account checks and other items in any order we choose.An 23 24 "item"includes a check,substitute check,purported substitute Check Stock and Ink the check,and are not individually examined for dates,maker "Freezing"Your Account check,electronic item or transaction,draft,demand draft, Checks you write may be converted into electronic signatures,legends or endorsements.You agree that we will As a part of our loss prevention program.when we sus- have exercised ordinary care if we examine only those iteins pect that irregular,unauthorized,or unlawful activities may be remotely created item,image replacement document,iansac-- images.(truncated)during the check collection printed and return that we have identified according to certain minimum criteria tied copy.ATM withdrawal or transfer,point-of-sale transac- process. If you elect to have your checks printed by a vendor 6 involved with your account.we may"freeze"(or place a hold which we may establish for inspection.Since we do not indi- on)the balance in your account and in other accounts you tion,Area transfer. C payment,automatic transfer,to transfer or that has not been approved at us,or you use check stock or viduall examine most checks.it is critical for you to take care tinted transfer,ACH transaction.Online Banking transferor features(such as security features)that cause critical data to Y y maintain with its.without any liability is you.pending o Y it of your checks,promptly review your account statement,and investigation of such suspected activities.If we freeze your bill payment instruction,withdrawal slip,in-person transfer or disappear or be obscured upon truncation.or you make your immediately report any suspicious or unauthorized activity to account,we give any notice required by the laws governing withdrawal,cash ticket,deposit adjustment.any other instruc- check out in a way(such as,using a lightly colored ink)that us.You agree that automatedrocessin of our checks is rea- a payment,transfer or withdrawal of fiords, p g Y your account. tion or order for the p Y causes critical data to disappear or be obscured upon trunca- sonable and that you accept responsibility for preventing and and an image or photocopy of any of the foregoing. tion,you agree to bear the risk of loss. You also agree to bear reporting forgeries,alterations,and other unauthorized uses of Items Resulting from Voluntary Disclosure We may establish different processing orders for checks the risk of loss if you use check stock that contains defects, your checks or accounts.You agree that the exercise of ordinary and other items.We may establish categories for checks and such as printing inaccuracies,faulty magnetic ink,faulty care will not require us to detect forgeries or alterations that could If you voluntarily disclose your account number to ans, other items.A category may include more than one type of encoding,or duplicate serial numbers. not be detected by a person observing reasonable commercial er person orally,electronical ly,c writing cl di other means, item.We may establish a processing priority for each category. You should not re runt our driver's license number or you are deemed to authorize each item.including electronic p p Y standards. debits.that results from your disclosure.We may pay these For example,we may treat ATM withdrawals and loan pay- social security number on your checks. Since some types of check fraud have become more diffi- ments as one category and checks as another category and items and charge your account. cult to detect,we may elect in some cases to make further then process ATM withdrawals and loan payments before Converting Checks to Electronic Debits inquiries about certain checks or other paper items which are Large Cash Withdrawals checks.Within each category,we may process checks and Some businesses convert checks that you give them into presented for payment against your account.If we are unable to other items in any order we choose.We may in our sole dis- electronic debits(sometimes referred to as an electronic contact you.or take other steps.to determine with reasonable We may require reasonable advance notice for large cash cretion change our priorities,categories,or orders at any time check). An electronic debit for the transaction amount is then certainty that these payments are authorized by you.we may withdrawals. We may also refiuse to honor a request to with- without notice to you.Even if we provisionally post checks or sent to its.When we receive the electronic debit,we charge it return the checks or other paper items unpaid without any lia- draw funds in cash from your account or to cash a check other items to your account during the day.we may treat them unt.We may receive the electronic debit to your bility by us to you. (including a cashier's check or other official item)at a banking to your acco as if we received all of them at the end of the day and process center if we believe that the amount is unreasonably large or account immediately after the business enters the transaction. that honoring the request would cause its an undue hardship or them in any order we choose.We do not process transactions so you may have a reduced right to stop payment and you Facsimile Signature in the order in which they occurred. A facsimile signature can be a convenient method for security risk. as may require that such withdrawals be made may incur an overdraft if you do not have sufficient fluids in at one of our cash vaults by an armored courier.acceptable to When you do not have enough available fluids In your your account to cover the amount of the check at the time you signing or endorsing documents and other items. If you use a account to cover all of the checks and other items presented write the check or authorize the transaction.Since the check facsimile signature,you are responsible for any withdrawal its and at your sole risk and expense. We are not responsible that day,some processing orders may result in more insuffi- is not sent to its for processing.we do not have a copy of from your account that bears or appears to its to bear a facsim- for providing for your security in such transactions. tient funds items and more fees than oters.We may choose your check.These electronic debits are listed on your account ile signature that resembles or purports to be the signature of n our processing orders in our sole discretion and without notice statement. If the business uses a blank check to initiate an person authorized to withdraw funds. We will not be liable to Multiple Signatures h to you.regardless of whether additional fees may resultelectronic debit at the point of sale,the business should give you if use of the facsimile device(or similar device utilized to We may transfer funds between your accounts,transfer We currently process checks and other items according to you notice of the conversion and return the voided check to affix your signature)was unauthorized. You are responsible your account to another banking center,and take other action certain categories and priorities.Within each,we process you. You should treat the voided check with care because even if the size,or color of the facsimile signature is different on the oral or written instructions of any signer.We may checks and other items in most states from the highest to low- someone else who obtains possession of it could use the from that of any signature previously presented to its. We may require written authorization for some actions.We do not offer est dollar amount.if there are not enough available funds to information to initiate additional debits against your account. pay the withdrawal and may charge your account for it You accounts on which two or more Signatures are required for a cover all of the checks and other items processed on any given A business that receives your check by mail and converts it to agree to reimburse its(and we may charge your account)for withdrawal.If you indicate on your checks or signature card day,these categories,priorities and high-to-low processing an electronic debit should give you notice of the conversion all claims,costs,losses and damages,including attorneys' or other account documents that more than one signature is orders may result in more insufficient fiends items and more and destroy the original check. fees,that result from our payment of a withdrawal bearing required for withdrawal,this indication is for your own inter- fees than may have resulted if we had used another processing either a facsimile that resembles or purports to bear your sig- nal procedures. it is not binding on us. We may pay out order. Examining Checks nature or a facsimile that we believe you authorized. fluids from your account if the check,item,or other withdraw- We receive checks in great volume.This and compliance al instruction is signed or approved by any one of the persons Collection Itemswith expedited fiords availability laws require its to use auto- Foreign Currency authorized to sign on the account. We are not liable to you if When another financial institution submits to us for col- mated check processing procedures.Like most other banks. You may not write checks or other withdrawal orders on we do this. lection an item drawn on your account, we may charge the we select some checks for review on the basis of certain trite- your account,which order payment in a foreign currency. other financial institution a fee.When you do not have enough ria that change from time to time.This means that most fluids in your account for us to process a collection item checks are processed on the basis of the MICR(Magnetic ink drawn on your account.we may charge you an overdraft or Character Recognition)line printed along the bottom edge of returned item fee. 26 25 Paying Checks and Other Items —is presented for payment,we may pay the check and charge size of the check and the weight.color and type of paper. If We may debit your account for a check or other item it to your account even if it is presented for payment before Additional Terms and you create or obtain checks or other forms from someone else the date stated on the check. If you do not want us to pay a and we cannot process some or all of them through our auto- drawn on your account either on the day it is presented to us and mated check processing s stems.we may refuse to accept for payment,by electronic or other means.or on the day we stale-dated or postdated check,you must place a stop payment P F Y Y P order on it.See the Slop Pavrrrenl Ordp Y ns additional apply our Orders(IIIc/Posidaling This chapter contains tthat a I to them and we may charge you a fee for each check or other receive notice that the item has been deposited for collection item. at another financial institution—whichever is earlier.if you Orders section. deposit account and describes some other services we offer for Y You must also confine information that you place or have do not have Sufficient available fiords to cover the item,we use with your account. preprinted on the back of your checks to the area that extends decide whether to return it or to pay it and overdraw your Substitute Checks,Indemnified Copies,Images Ph inches from the trailing edge of the back of the check. account. and Image Replacement Copies Automatic Transfer Service The trailing edge is the left side of the check when you look at With this service,you may have funds transferred auto- it from the front. if you issue checks on your account that We may determine your balance and make our decision In some cases,we may be sent an indemnified copy of Y Yo matically from most Bank of America checking or savings have a carbon band or if a imprint information on the back on an insufficient funds item at any time between our receipt your original check,an image replacement document([RD). Yo P of the item or notice and the time we must return the item. a substitute check or an image of your check,instead of the accounts to another Bank of America checking or savings of the check,it may overlap into the area reserved for the account or to pay a Bank of America loan or credit card banks'endorsements and may cause delays in returning the We are required to determine your account balance only once original item. We may act upon presentment of an IRD, Y Y 6 deposit rental fee account or safe dep . item.You are liable for and agree to reimburse us for all during this time period. indemnified copy,substitute check,or image of your check F Federal regulation places the number of auto- claims,costs.losses and damages When you deposit checks or other items that are drawn and pay these items against your account,just as if the origi- laces limits o6res that result from late return on another account with its,we may treat such items as pre- nal item had been presented. mated transfers you may make from savings accounts. We of a check due to material entered on the back of the check sented to us for payment on the business day that they are may also limit the frequency and number of automatic trans- that obscured or interfered with the depository or another received by our office that processes checks drawn on the fers that can be made from an account each month. Certain bank's endorsement. Unpaid Items other restrictions apply. You are responsible for verifying the accuracy of all other account. If we decide not to pay a check or other item drawn on In most cases,we make transfers periodically an the days information on your checks and other forms.Our liability,if Returned Items your account,we may return the original or a copy of the and for the amounts that you specify. For Bank of America any,for any printing errors on checks or other forms obtained If we decide not to pay a check or other item drawn on item or we may send an electronic notice of return and keep loan payments,however,transfers must be made on the due through us is limited to the cost of replacing the forms.We are either the original or a copy of the item in our records. If we date each month. A scheduled transfer that falls on a weekend not liable for any claims.costs.losses or damages you may your account,we may return the original ora copy keep the item send an electronic notice of return,you agree that any person or bank holiday is made the next business day. If we are incur when you use checks or other forms not obtained the o may send c electronic notice of return and keep either who receives that electronic notice may use it to make a unable to complete a transfer because you do not have enough the original or a copy of the item in our records.If we send an P Y b through us, electronic notice of return,you agree that any person who claim against you to the same extent and with the same effect available fiords in your account,we may cancel this service. receives that electronic notice May use it to make a claim as if we had returned the original item, Check Copies Y Business Days We generally keep a copy of each check we post to your against you to the same extent and with the same effect as if we had returned the original item. Our business days are Monday through Friday.excluding account for seven years from the date the check posts to your bank holidays.We may switch from one business day to the account.The copies are available to you and are typically kept next business day before the end of the calendar day. Hours on microfilm or as a digital image. In the rare instance where Sample Signature of the business day for any given banking center are available a copy is unavailable or of poor quality,we are not liable to To determine the authenticity of your signature,we may at the banking center. youfor any claim,cost,loss or damage orally ny kind. After refer to the signature card or to a check or other document may use an automated seven years,we may destroy the copies. upon which your signature appears.We Check and Deposit Slip Fortes Requesting Copies.You may request a copy of a can- process to reproduce and retain your signature from a check We offer checks,withdrawal forms and deposit slips in a celed check by calling us at the number for Customer Service upon which your signature appears. If you create your own checks,or obtain them from someone else,and we cannot number of styles and at various prices. We reconunend that on your statement.Generally,we mail or make a copy avail- you use checks and other forms that we provide. able within seven business days.If we need more time,we accurately verify your signature on a check by comparing it Unless we have approved them in advance,we may will tell you. In some states,we may charge you a fee for with a check that posted to your account.you are responsible for any losses that may result from our inability to use that refuse to accept checks or other fonts'that you create or check copies.For some accounts you receive a monthly someone else provides. If you use checks or other forms that allowance.Please see the Schedude of Fees for your account. check to verify your signature. do not meet our specifications at any time.you are liable for To produce a copy,we need: account number,check all claims,costs,losses and damages that may result—for number,exact amount of the check,and date the check was Stale-Dated and Postdated Checks example,if aur equipment is unable to read or process the paid.This information is on your statement. Some checks that If a stale-dated check—that is.a check dated more than non-standard checks. You may obtain a copy of our check you write may be converted to electronic debits. In this case six months in the past—is presented for payment against printing specifications by calling the telephone number on the check is not sent to its for processing so we do not have your account,we may pay the check and charge it to your your statement or asking your account representative. The a copy. These electronic debits are listed on your account account. If a postdated check—a check dated in the future specifications include the magnetically encoded numbers.the statement. 27 28 Check Enclosure Service Unavailable Copies.If you use our check safekeeping Cutoff Time For Receipt of Orders Circumstances beyond our reasonable control include a natural disaster,such as a tornado.hurricane.earthquake or With this service,we return with your statement your service and we cannot provide a copy of check that posted ro Our cutoff time for receipt a banking center of a stop Flood:emergency conditions.such as a war,terrorist attack, your account and you lose money as a result.we may cover payment order or postdating ordee r,restraining order,writ of riot.fire.theft or labor dispute;a legal constraint or govenr- canceled checks that we receive and post to your account dur- the loss up to the amount of the check. We are not liable to attachment or execution,levy,garnishment or similar order ing the statement cycle.We may also provide you with unages mental action or inaction;the breakdown or failure of our of your cancelled checks.Some checks that you write may be you for any special,incidental or consequential loss or dam- relating to your account is 10:00 a.m.local time or,if later, equipment for any reason,including a loss of electric power; converted into images or electronic debits during the check age of any kind. one hour ager the banking center opens each business day, the breakdown of any private or common carrier communica- The cutoff time relates to our obligation to pay or renin collection and return process.If this happens,your check is Conflicting Claims About Your Account checks and other items. If we receive an order before this tion or transmission facilities.any time-sharing supplier or any not sent to its and as a result,we cannot return the check to if another person or entity makes a claim against fiords in cutoff time,we may review items presented for payment mail or courier service:the potential violation of any guide- you.in some cases we may receive a substitute check(alsoline,rule or regulation of any government authority;suspen- yoar account,or if we believe that a conflict exists between against your account on the previous business day to deter- called an image replacement document)instead of your check. signers on the account or that there is a dispute over matters sion of payments b another bank;or your act,omission,neg- We do not return substitute checks with your statement. 6 P mine whether we need to return any of them to comply with P Y Y such as the ownership of the account or the authority to with- the order. if we receive the order after the cutoff time,we ligence or fault. draw fiords,we may take one or more of these actions without may not review items presented on the previous business day. We are not liable for special incidental exemplary,puni- Cheek Image Service our being liable to you:continue to rely on current signature For example,if you give us a stop payment order after tive or consequential losses or damages of any kind. With this service,we provide with your statement an cards and other account documents;honor the competing our cutoff time and the item you want to stop was Previously image of the front of each of your canceled checks that we claim upon receipt of evidence we deem satisfactory to justify presented for payment or otherwise before we have the Legal Process post to your account during the statement cycle.We print such claim;freeze all orart of the fluis until the dispute is images of your checks up to 10 images on a page.We do not P opportunity to act on your order.your order comes too late to We may accept and act on any legal process that we resolved to our satisfaction:close the account and send a stop payment on the item. Or,if we receive a levy before the believe to be valid without any liability by us to you.whether return your canceled checks.We store copies of your canceled check for the balance in the account,payable to you or to you cutoff time and you do not have enough funds in your served in person.by mail,by facsimile transmission.or by checks(usually on microfilm or as a digital image)and then destroy the checks.Copies of checks are generally available and each claunant:or pay the Rinds into an appropriate court account to cover both the levy and all items presented against other means,at locations other than the banking center or for resolution. You are liable for all expenses and fees we your account the previous business day,we may return one or office at which the account.property or records are held or if for seven years from the date the checks are paid.See Check htcur,including attorneys'fees,and we may charge them to Copier above.In some states and for some business accounts 6 y more items and apply the fiords to the levy. served r a state other than the stare where file account,prop- your account. erty or records are held. "Legal process includes a subpoena. we provide an image of the front and back of your canceled restraining order.igjunction,writ of attachment or execution. checks.When you use this service,checks are deemed made Death or Incompetence b Curren Exchange Rates you agree to notify us promptly if any owner or author- levy,garnishment,tax withholding order,search warrant,for- available to you at the same time your statement is made ry feiture or other similar order relating to your account. You available. if we receive a transaction denominated in a foreign cur- ized signer on your account dies or is declared incompetent by rency for credit to your account(such as a wire denominated a court. We may place a hold on your account and refuse to direct its not to contest the legal process. n currency),we may in a forei determine in our discretion and We will hold and turn over funds or other property to the Check Safekeeping Service 6 accept deposits or stent. withdrawals when an owner dies or court or creditor as directed by the legal process. we do not With this service,you do not receive your canceled then assign a currency exchange rate to your transactor with- is declared incompetent. We may hold any fiords in your out notice to you.You agree to this procedure and accept our account until we know the identity of the successor. pay interest on the(ands during the period we hold than. If checks with your account statement. Instead we report on Y g we use fiords from a time deposit account,we may impose an Your statement information about your canceled checks(check determination of the currency exchange rate.We may consider If a deposit—including salary.pension.Social Security man factors in setting our currency exchange rates.including and Supplemental Security Income(SSI)— payable to the early withdrawal penalty. number,amount and date posted)that posted to your account Y We may charge our account a legal process fee for each without limitation exchange rates charged di other parties, deceased owner is credited to the account after the date the Y rB Y g during the statement cycle. We store copies of your canceled order. You agree to a our fees and expenses for research checks(usually on microfilm or digital image)and destroy the desired rates of return,market risk and credit risk.You deceased owner died +e may debit the account for the deposit 6 pay P and return it to the payer. and copying of documents and all other expenses.including checks. Copies of the checks are generally available for seven acknowledge that exchange rates for retail and commercial administrative expenses.that we incur in responding to any years from the date the checks are paid.See Check Copies transactions,and for transactions effected after regular busi- above. When you use this service checks are deemed to be ness hours and on weekends,are different ftom the exchange Indemnification and Limitation of Liability legal process related to your account. These may include made available to you at the same time your statement is made rates for large user-bank transactions effected during the busi- e its for all claims.costs,losses and attorneys'fees.We may deduct these fees and expenses from ness day,as reported in Mall all Soret Journal or elsewhere. You agree to reimbursany of your accounts without prior notice to you. Any gar- available. if you have a combined statement.you may usually have Exchange rates offered bther dealers,or shown at other damages(including fees paid for collection)we may incur nishment,attachment or other levy against your account is y o your checks returned on your primary checking account. All sources(including online sources)may be different fro our with respect to overdrafts or returned deposits in connection subject to our right of setoff and any security interest we have accounts linked to your primary account and included on the rates.We are not liable to you if our rates are different from with your account. in the account. combined statement automatically receive check safekeeping rates offered or reported by third parties,or offered by us ata We are not liable to you for any claim,cost,Toss or dam- We are not liable to you for not paying nems because we different time,at a different location,for a different transac- age caused by an event that is beyond our reasonable control. have held or withdrawn funds ftom your account or in any service p yin lr particular,we are not liable to you if circumstances beyond if your statements are returned to us,you automatically tion amount,or involvinga different a ent media(such as way restricted your access to ftmds because of a legal process. receive check safekeeping service. If you usually receive your banknotes,checks and wire transfers).You also acknowledge our reasonable control prevent us from.or delay us in,per- If we receive a subpoena or other legal process for infor- g y forming our obligations for a service.including acting on a mation about your account,which we believe requires our checks with your statement but we are unable to return them that currency exchangeratescan begun hl volatile.You payment order,crediting a fluids transfer to your account,PTO- because of circumstances beyond our reasonable control,we assume all risks relatin•to or arisin from Fluctuations in the compliance,we may release the information.If the legal may convert your account to check safekeeping service for the exchange rates between currencies involved in each of these cessing a transaction or crediting your account. period that the circumstances persist, transactions. 30 29 process directs its to release information about an account that of deductions or charges that are not setoffs,the Agreement your accounts.to the extent that you may do so by contract, expire in less than six months,you must cancel the order on or is reported on a combined statement,we may release the allows us to deduct fees from your account and to deduct you waive these protections and agree that we may take or after the date you want it to expire. You may cancel the order entire combined statement,even if other accounts on the com- overdrafts from deposits to your account and if a check that setoff fluids•including federal and state benefit payments. by mail or by calling its at the number for Customer Service bined statement are not covered by the legal process.If the we accepted for deposit to your account is returned to Its from your accounts to pay amounts you owe its. on your statement. Your request to cancel the order is not legal process requests information about one account owner or unpaid the Agreement allows us to charge your account for effective until we have a reasonable opportunity to act on it. signer,we may release information about other co-owners or the amount of the check. Stop Payment Orders and Postdating Orders We cancel the order automatically when the account on which signers on the account,even if the other co-owners or signers The law imposes some conditions or limits on our ability Stop Payment Orders.You may ask us to stop payment the itein is drawn is closed. are not covered by the legal process. to take or setoff funds from your accounts with us or our on a check or other item if it has not already been paid but weIf the item is presented for payment after the order affiliates and from accounts you may own with others. To the may not honor your request if you write a check and use as expires,we may pay the item. Notice of Withdrawal extent that you may do so by contract,you waive those condi- identification your Bank of America ATM Card or Check If a postdated check that is subject to a stop payment Federal regulations require its to retain the right to tions and limits and authorize us to apply funds in your Card. You may not stop payment on a Check Card ATM or order is presented to us for payment while the order is in require all savings and interest-bearing checking account accounts(and accounts you own with others)with its or with point-of-sale transaction. effect.we may return the check with the designation"payment depositors to give seven days'written notice before making a our affiliates to amounts you owe us. The following para- Postdating Orders.If you write and postdate a check stopped"or"refer to maker." withdrawal.It is unlikely,however,that we would require this graphs are examples of situations where we may take or (that IS—you put a future date on the check),we may pay it Our liability for paying an item subject to a proper and setoff fiends from those accounts. and charge it to your account even if it is presented for pay- timely stop payment order is limited to the actual loss suf- notice. We may recover amounts you owe its from any account ment before its date.You may ask its not to pay a postdated fered.up to the amount of item. You must prove the loss to Power of Attorney you maintain with its or with our affiliates without notice to check before its date if the check has not already been paid. our satisfaction. We are not liable to you for any special.inci- you,except that this provision does not apply to any consumer To do so,you must give us a stop payment order. dental or consequential loss or damage of any kind. If you want to grant someone power of attorney over Additional Information about Automated Clearin your account,we ask that you complete our power of attorney credit covered by the federal Truth in Lending law. If you are Placing Stop Payment Orders.You may request a stop g a sole proprietor,we may charge any of your personal or busi- payment order by mail or by calling its at the number for House(ACH)Stop Payment Orders.From time to time,we form,which is available at many of our banking centers. If may receive ACH debits to our account from senders you your state has a statutory form power of attorney,we also gen- cess accounts. If your business is a partnership,we may also Customer Service ut your statement. We may require you to Y Y charge the personal accounts of any general partner. complete a form authorizing the order. You must give its suf• previously authorized to debit your account. You may ask its erally accept that form.However,we may accept any form that ficient notice so that we have a reasonable period of time to to stop payment on a future ACH debit to your account if the We may use fiends held in joint accounts to repay the debts we believe was executed by you and act on instructions we act on our request. A stop anent order takes effect onl item has not already been paid.You are responsible for notify- receive under that form without any liability to you.You agree in which any one of you is liable,sucwheh debt against with r accouanothernt t Y a P P Y' Y in our sender that you have revoked our previous authori- individually. We may charge atry such debt against your account after we have a reasonable opportunity to verify that the item g Y Y Y to reimburse its for all claims,costs.losses and damages that is unpaid. We may charge you a fee for each stop payment zation for ACH debits. we incur in accepting and acting os any power of attorney at any time,without regard h the origin of deposits to the account P Y g Y D P N or beneficial ownership of the finds. order and each renewal of the order. For an ACH stop payment order,we generally need the form that we believe you executed.in some cases we may o lace a stoppayment order,we need the followinginformation listed above under Plocing Stop Prmnrent Orders. require that(lie attorney-in-fact confirm in an affidavit that Funds held in individual accounts may tused to repay Tp P Y We also need our name and telephone number and the your debts,whether such debts are owed jointly with another information: account number,exact amount of the item and Y P type the power has not been revoked or terminated or that you reg- item number. We may also require the date of the item.the of account(checking or savings). We may also need the date ister the power with the appropriate recording authorities. We in individually. Your debts include: those owed by you tris- the prior ACH debit from this sender posted to our account ing out of another joint account of which you are a joint name of the person who signed or authorized the item,and the P Pun Y may restrict the types or sizes of transactions we permit an name of the party to whom the item was made payable.We so that we can obtain the company name and company identi- owner,even if they are not directly incurred by you;those on fication number used b our sender and ranted on our attomey-in-fact to conduct. may use only a portion of the required information to identify Y Y P Y We may require a separate form for each attorney-in-fact which you are secondarily liable; l any amounts for which we an item, statement. Otherwise,you must provide us with the company and for each account for which you want to grant power of become liable to any govenunental agency or department or name and company identification number. airy company as a result of recurring payments credited to any We use a computer system to identify items. Therefore, P Y attomey.if your attorney-in-fact does not present the original to act on your order,we need the item number and the exact If you do not know the amount of the ACH debit,we may form,we may refuse to honor any power of attorney you grant of your accounts after the death,legal incapacity or other ter- still be able to lace the stop payment based on the company ruination of entitlement of the intended recipient of such amount of the item—dollars and cents. If you give its the P P P Y P Y with or without cause and with no liability to you. When we wrong amount(even one penny off)or the wrong item num- name and company identification number of the sender,but accept a power,we may continue to recognize the authority of fiords. this may stop all ACH items from this sender. Ifyou the its D rn Y g Y If we use fiords from a time deposit account,the fluids bet,we may pay the items. Y P Y g your attorney-in-fact until we receive written notice of revoca- In some cases.we may pay an item even if an order is in the wrong company identification number or if the sender tion from you and have had a reasonable time to act upon it. withdrawn are subject to the early withdrawal penalty. changes the company identification number.we may a the We are not liable to you for dishonoring items where effect. For example,if one of our banking centers,without 6 D Y Y P Y withdrawals described in this section result nn insufficient notice of your request,cashes a check that you have asked us item. Right of Setoff to stop.we may still pay the check. The ACH stop payment takes effect within three business hinds in your account. A stop payment order generally expires after six months. days. If you give its oral instructions,we may require You to We may generally take funds in your accounts with its P P Y g Y P Some government payments(such as Social Security. However,there are circumstances m which we may,in our sole confirm them in writing. if you do not,we may remove the that you or others deposit and apply those funds to amounts Supplemental Security Income,veterans.and other federal or you owe us. This is commonly referred to as a"setoff." Our PP Y discretion.elect to honor a stop payment order for a longer stop payment after nt days. Otherwise,your order will be state benefits)may be protected from attachment,levy or Period of time without nonce to you. If You do not want the effective for sex months. setoff rights are different than,and in addition to,other rights V Y y other legal process under federal or state law, If such protec- order to expire after six months,you must renew it. Each For more information on stopping a preauthorized pay- we have under this Agreement to deduct from your account. tions would otherwise apply to fiords we take or setoff from or charge your account for,amounts you owe its.As examples renewal is treated as a new order. If you want the order to mese on a personal account see king Sohn es. Pnvnrentc m the section titled Eiec•nunic Banking Sen�ices. 31 32 Verification of Transactions and Right to Reverse What name and punt t 'v t suer Sob-Accounts Tax Information Fin•this Npe n/accanN: Give rnmre and S Sial For regulatory accounting purposes we may classify Transactions Serurin•number nf. checking accounts as two sub-accounts:a checking sub- All transactions,including those for which we provide a in most instances we are required to report annually I) Individual The individual account and a savings sub-account For interest-bearing check- receipt,are subject to our final verification.Verification of a to you and to the internal Revenue Service(IRS)interest pay- 2) Two or more individuals The actual owner of account ung accounts,we calculate and pay interest at the same rate deposit does not occur at the teller window.Consequently,the ments that total$10 or more during the year on your deposit (joint account) or•if combined funds, the(first individual on eccaUnt and in the same way on both sub-accounts.For non-interest- receipt that you receive at the time of your deposit is not evi- account with its. We may also report this information to the 3) Custodian account of a The ming^ bearing checking accounts.we do not pay interest on either deuce that your deposit has been verified.We may reverse or appropriate state revenue authority. minor(Uniform Gift to sub-account We may transfer funds between these sub- otherwise adjust any transaction(both credit and debit)that When you open an account•we are required to obtain— Minors Act) accounts.We record the sub-accounts and any transfers we believe we erroneously made to your account at any time and each U.S.citizen or resident alien must give its—a cern- 4) a.The usual revocable The grantor-trustee' between them on our internal accounting records only without prior notice to you. fied U.S.Taxpayer Identification Number(TIN)and infornna- savings trust(grantor is also trustee) Otherwise,the sub-accounts are subject to the same terms as tion regarding your backup withholding status. When you b.So-called trust account The acetal owner' the checking and savings accounts described in this Waiver and Severability apply for an account,you certify that you have provided the that is not a legal or Agreement. We may delay enforcing our rights under this Agreement correct TiN for the accountholder and the correct backup valid trust tinder state without losingthem. No dela in enforcing our Lights will 1' TreasuryManagement Services Y g g withholding sonars. 5) Sole proprietorship or The rnvner g affect your obligation to pay its fees and other amounts you For personal accounts,the TIN is your Social Security single-owner LLC We offer Treasury Management Services to help business owe us under this Agreement. if we waive a provision of this Number(SSN). For personal accounts with more than one F„this 0ye gfare»unr: Gire came and Empinrer customers manage their cash Flow,gather information on their Agreement,the waiver applies only in the specific instance in owner•we report taxpayer information for the person listed first ID mmherqt: accounts and perform automated transactions. If you are which we decide to waive the provision and not to fiumre still- in our records. Resident aliens who do not qualify for Social G) Sole proprietorship or The mwner' interested in information on Treasury Management Services, ations or other provisions. Security should provide their Individual Taxpayer Identification single-owner LLC please contact a Treasury Management representative. If any part of this Agreement is inconsistent with any Number(iTiN). For other accounts.the TIN is the owner's 7) A valid trust,estate.or Legal entity' applicable law,then to the extent the law can be amended by Employer identification Number(EIN).For more information pension hist Rl electing c or LLC The corporation Property contact,you and we agree that this Agreement governs and nn providing the correct name and TIN.see the chart below. electing corporate status Unclaimed property laws require us to turn over aban- that the law is amended by this Agreement. A determination If you do not give us a certified name and TiN.if rhe IRS on Form 8832 doned accounts to the applicable state. The applicable state is that any part of this Agreement is invalid or unenforceable notifies its that the name and TIN you gave us is incorrect.or 9) Association,club. The nrgamzetmn generally the state listed in the address for your account state- will not affect the remainder of this Agreement. if the IRS notifies us that you failed to report all your interest religious.charitable. educational.rg ower ment. Your account is usually considered abandoned if you and dividends on your tax return,we are required to backup tax-exempt mganizarion have not performed at least one of the following activities for withhold at the current rate on interest earned on your account 10) Partnership or The partnership the period of time specified in the applicable state's unclaimed and pay it to the IRS. Backup withholding is not an additional multi-member LLC property law: made a deposit or withdrawal,written to its tax. You should claim amounts withheld and paid to the iRS 11) Broker or registered The broker or nominee about the account,or otherwise shown an interest in the as a credit on your federal income tax return. nominee account,such as asking its to keep the account active. Please For more information or to determine how this informa- 12) Account with Dept.of The public entity Agriculture in the name note that you need to perform the activity,which means that tion applies to you.consult your U.S.tax advisor. of a public entity automatic deposits and withdrawals may not be considered (such as a state or local under your state's unclaimed property laws. Availability and Reporting of Interest government,school Before we turn over an abandoned account.we may send district.or prison)that For interest bearing checking and savings accounts,inter- receives agricultural a notice to the address we currently show for the account est is reported to the iRS as it is earned. For time deposits. program payments statement. If mail we previously sent to this address was interest is reported to the IRS when it is paid. List first the name of the person whose number ycet returned we may not send this notice. fitmished.If only one person on a(oint account has an SSN•that person's number must he At misted. If you have not made a deposit to or withdrawal from List the minor's name and furnish the minor's SSN. your account for a period of time that we consider substantial. You must shrnv your individual name.but you may also enter then(unless prohibited by federal law or the law of the state your business or"DBA"name.You may use either your SSN or where we maintain your account)we may charge dormant 'Li(if you have one). List first the name of the legal trust.estate.or pension account fees on the account in addition to regular monthly trust. (Do not furnish the TIN of the personal representative or maintenance and other fees and if the account received inter- trustee unless the legal entity itself is not designated in the est,we may stop paying interest on the account.We may also account title.) refuse to pay items drawn on or payable out of the account. If Note:If there is more than one names the number will he considered to be that of tile first name listed. you re-establish contact with us.we do not have to reimburse you for these fees and we are not liable to you for any interest that would otherwise have accrued on your account. 34 33 Without a jury,will decide all questions of law and fact.The under no circumstances will we be liable for any incidental. Jurisdiction and Venue Resolving Disputes arbitrator orjudicial referee will be an active or retired judge consequential,special,exemplary or punitive damages.At the Any action regarding your account must be brought in or attorney with more than 10 years of experience,chosen by timely request of either you or us,the arbitrator must provide the state whose law governs or controls your account.You PLEASE READ THIS DISPUTE RESOLUTION mutual agreement of you and its.If you and we are unable to a brief written explanation of the basis for the award, submit to the personal jurisdiction of that state,unless a Claim PROVISION CAREFULLY. agree,then you must choose one of the following Judgment upon the award given by the arbitrator may be is submitted to arbitration and that location is not reasonably Subject to the provisions of the Limitation section below, Administrators within 10 days of the our written notice that an entered in any court having jurisdiction.The arbitrator's deci- convenient for you,in which case you and we will attempt to you have the right to compel us at your option,and we have agreement cannot be reached in which case the arbitrator or cion is final and binding,except for any right of appeal pro- agree on a location,and if unable to do so.then the location the right to compel you at our option,to determine any inch- referee will be selected in accordance with the Administrators' vided by the FAA. will be determined by the Administrator or arbitrator. viduai Claim with a value of less than$1 Million by arbitra- rules: tion.All other Claims will be resolved in court by a judge American Arbitration Association("AAA"). Governing Law for Judicial Reference without a jury;except those brought in California state court, 335 Madison Avenue.New York,NY 10017, Judicial reference shall be governed by C.C.P Section in which case such Claims will be determined by general ref- www.adr.org.(800)778-7879. 638 et seq.and the judicial referee will determine all issues in erence to a referee under California Code of Civil Procedure National Arbitration Forum("NAF'), accordance with existing California law and the California (C.C.P.)Section 638.The arbitration,judicial reference or trial P.O.Box 50191.Minneapolis.MN 55405, odes of evidence.The referee will be empowered to enter by a judge will take place on an individual basis without resort www.arb-forim.conn,(800)474-2371. equitable as well as legal relief,provide all temporary or pro- to any form of class or representative action. If you do not choose the Administrator on a timely basis. visional remedies,enter equitable orders that will be binding we will select the Administrator. on the parties and rule on any motion which would be author- SUBJECTTO THE PROVISIONS OFTHE LIMITATION ized in a trial,including without limitation motions for sunn- SECTION BELOW,WHETHER THE CLAIM IS DECIDED BY Limitation nary judgment or summary adjudication,provided that(and ARBITRATION,BY JUDICIAL REFERENCE,OR BY TRIAL BY A Regardless of anything else in this Resolving Disputes except as limited by applicable law)under no circumstances JUDGE,YOU AND WE AGREE AND UNDERSTAND:(1)THAT section,the validity and effect of the Class Action Waiver may will we be liable for any incidental,consequential.special. YOU AND WE ARE BOTH GIVING UP THE RIGHT TO TRIAL be determined only by a court or judicial referee and not by an exemplary or punitive damages.The award that results from BY JURY,AND III)THAT THIS SECTION PRECLUDES YOU arbitrator, You and we both acknowledge that the Class Action the decision of the referee will be entered as a judgment in the AND US FROM PARTICIPATING IN OR BEING REPRESENTED Waiver is material and essential to the at of any dis- court that appointed the referee.in accordance with the provi- IN ANY CLASS OR REPRESENTATIVE ACTION OR JOINING putes between the parties and is noinseverable from the agree- sions of California Code of Civil Procedure Sections 644(a) OR CONSOLIDATING THE CLAIMS OF OTHER PERSONS ment to arbitrate Claims.If the Class Action Waiver is limited and 645.You and we both reserve the right to seek appellate (HEREINAFTER REFERRED TO AS THE"CLASS ACTION voided or found unenforceable.then this agreement to arbi- review of any judgment or order to the same extent permitted WAIVER-). trate(except for this sentence)will be null and void with in a court of law. respect to such proceeding.subject to the right to appeal the Trial by a Judge Without a Jury "Claim"meats any claim,dispute or controversy iinitation or invalidation of the Class Action Waiver.You and between you and us that in any way arises frons or relates to we acknowledge and agree that under no circumstances will a A Clain that is not submitted to arbitration or judicial this Agreement and your deposit relationship with us(includ- class action be arbitrated. reference will be decided by a judge without a jury as Ing any renewals,extensions or modifications),except provi- permitted by law. sional or ancillary remedies from a court of competent juris- Governing Law for Arbitration diction,the exercise of which will not waive the right to arbi- Rules of Interpretation Subject to the provisions of the Limitation section above, tration or reference. Claim does not include any action that is the arbitration of any matter involves interstate commerce and Except as provided in the Limitation section above.if any brought in a small claims court or an equivalent court,provid- is governed by the Federal Arbitration Act.9 U.S.C.§§i et portion of this Resolving Disputes section is determined to be ed that Clain does include any such action that is transferred seq.(the"FAA").Subject to the provisions of the Limitation invalid or unenforceable.it will not invalidate the remaining removed or appealed to a different court. section above,the arbitrator will follow applicable substantive portions of this section.In the event of a conflict or inconsis- law to the extent consistent with the FAA.The arbitrator will tency between this Revolving Disputes section and other terms Arbitration and Judicial Reference give effect to the applicable statutes of limitation and may dis- of the Agreement or the applicable rules of the Administrator. Arbitration is a method of resolving disputes in front ofthis Revolving Disputes section will govern.If there is any miss barred claims.Arbitrations will be governed by the rules one or more neutral bndividuals,instead of having a trial in of the Administrator,except that either party may submit a conflict between this Revolving Dispiaev section and any other court in front of a judge and/orjury.A case sent to judicial written request to the arbitrator to expand the scope of discov- dispute provision(whether it he for arbitration.reference or reference is also heard by a neutral individual(a"judicial ref- cry normally allowable. Subject to the provisions of the any other form of dispute resolution),this Revolving Disputes eree"),but remains in the court system subject to the same Limitation section above,the arbitrator will award all remedies section will prevail for Claims arising out of this Agreement rules of procedure,discovery and evidence and appeal as any available in an individual lawsuit under applicable substantive or the transaction(s)contemplated by this Agreement. court case.The arbitrator or judicial referee,sitting alone law,provided that(and except as limited by applicable law) 35 36 Bank of America �'� (This page intentionally left blank) TRI-PARTY COLLATERAL MANAGEMENT AGREEMENT (Collateralized Public Deposits) THIS AGREEMENT, made and executed as of 111 n P 1 , 2 n n 7 between City of Round Rock, Texas ("Public Entity"), Bank oi'America N.A. ("Bank of America") and The Bank of New York Trust Company. N.A. ("Bank of Ne),N:York"). WITNESSETH WHEREAS. Public Entity desires to maintain or continue to maintain public deposits with Bank of America: WHEREAS. Bank of America desires to obtain or continue to maintain such deposits and to provide security therefor as required by applicable law. regulation or rule: WHEREAS. Bank of America has pledged to Public Entity and granted Public Entity a security interest in certain securities to secure Public Entity's uninsured deposits with Bank of America as required by applicable law. regulation or rule: WHEREAS. Bank of New York agrees to provide safekeeping services and to hold any securities pledged by Bank of America to Public Entity in trust in a separate custodial account maintained by Bank of New York in the name of Bank of America for the benefit and subject to the control of Public Entity as secured party pursuant to this Agreement: NOW. "THEREFORE. in consideration of the mutual promises set forth hereafter. the parties hereto agree as follows: 1. Security Requirements (a) Bank of America. to secure the timely payment of Uninsured Deposits heretofore or hereafter made by Public Entity. has deposited with Bank of New York certain Securities as more fully described in the initial confirmation or Trust Receipt of such deposit delivered by Bank of New York to Bank of America and Public Entity respectively. Pursuant to the Texas Business and Commerce Code, as amended. Bank of New York shall act as a bailee or agent of Public Entity and, to the extent not inconsistent therewith, hold Securities as a securities intermediary (as such term is defined in Chapter 8 of the Texas Business & Commerce Code, as amended) and in accordance with the provisions hereof. Bank of America shall deliver Securities to Bank of New York in the manner prescribed in Section 2 of this Agreement. (b) Bank of New York, as agent of Public Entity, shall determine that the Securities to be transferred to the Account constitute Eligible Collateral and that any physical Securities are in negotiable form. Securities which are not Eligible Collateral and physical Securities which are not in negotiable form shall not be transferred to the Account. (c) On each Business Day on which Public Entity has Uninsured Deposits with Bank of America, Bank of America agrees to deliver or cause to be delivered to Bank of New York for transfer to the Account Eligible Collateral having an Aggregate Margin Value equal or greater than the Collateral Requirement. (d) On each Business Day Bank of America will notify Bank of New York electronically of the amount of Uninsured Deposits as of the close of business on the immediately preceding Business Day (the "Collateral Requirement"). Bank of New York will determine on each Business Day the Aggregate Margin Value of the Eligible Collateral provided pursuant to this Agreement. If the Aggregate Margin Value of such Eligible Collateral on any Business Day is less than the Collateral Requirement for such day, Bank of New York will so notify Bank of America as soon as possible on such day, and Bank of America shall, upon receipt of such notice, be required to deliver additional Eligible Collateral having an Aggregate Margin Value equal to or greater than such EXHIBIT "B" - 3 - capacity. Securities that are not held in the Book Entry System or Depositories will be held in Bank of New York's vault and physically segregated from securities and other non-cash property belonging to Bank of New York. (c)(i) Upon the initial and each subsequent deposit of Eligible Collateral and Proceeds into the Account (including but not limited to any deposit of Eligible Collateral as part of an Approved Substitution), Bank of New York shall promptly provide Public Entity with a Trust Receipt. Additional customized Account statements may be available upon mutual agreement of Public Entity and Bank of New York. (ii) Public Entity agrees that it shall promptly review all Trust Receipts and Account statements delivered to it by Bank of New York and shall promptly advise Bank of New York by Oral Instruction or Written Instruction of any error, omission or inaccuracy in such statements. In the event that Bank of New York receives such an Oral Instruction or Written Instruction identifying a specific concern with respect to the Aggregate Margin Value or any other matter connected with the Account. Bank of New York shall undertake to correct any errors. failures or omissions. provided that Bank of New York determines in its sole discretion that such error, failure or omission actually occurred and shall notify Public Entity of its action concerning each such error, failure. or omission. (d) The Account shall not be subject to any security interest, lien or any right of set-off by Bank of New York. (e) Public Entity agrees that, with respect to all Securities held in the Account, Bank of New York by itself, or through the use of the Book Entry System or the appropriate Depository. shall, unless otherwise instructed to the contrary by Bank of America or as provided in Section 3 hereof: (i)collect all payments reflecting interest and principal on the Securities in the Account and credit such amounts to the Account pending receipt from Bank of America. for deposit to the Account of additional Eligible Collateral having a Margin Value equal to or greater than the Margin Value of such payments: (ii) forward to Bank of America copies of all information or documents that it may receive from an issuer of Securities which, in the opinion of Bank of New York. is intended for the beneficial owner of the Securities including, without limitation all proxies and other authorizations properly executed and all proxy statements. notices and reports: (iii) execute. as Bank of New York. any certificates of ownership. affidavits. declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons: (iv) hold directly. or through the Book Entry System or Depository, all rights issued with respect to any Securities held by Bank of New York hereunder: and (v) upon receipt of Written Instructions from Bank of America. Bank of New York will exchange Securities held hereunder for other securities and/or cash in connection with (A) any conversion privilege, reorganization. recapitalization, redemption in kind, consolidation. tender offer or exchange offer, or (B) any exercise. subscription, purchase or other similar rights:provided, however, such exchanged securities shall continue to be held by Bank of New York hereunder for the benefit of Public Entity if such exchanged securities constitute Eligible Collateral. Upon receipt of additional Eligible Collateral as provided in clause (i) in the immediately preceding sentence, Bank of New York shall transfer from the Account to or for the benefit of Bank of America principal and interest payments collected with respect to Securities in the Account. (f) Bank of New York hereby agrees that Public Entity and, if permitted by law, the Comptroller of Public Accounts of the State of Texas (the "Comptroller") may inspect, at any time during regular business hours of Bank of New York, one or more definitive Securities on deposit in the Account or Bank of New York's books and records with respect to the Account. Bank of New York further agrees to file reports with the Comptroller regarding the Eligible Collateral and Proceeds pledged to secure the Uninsured Deposits of Public Entity hereunder, as and when required by the Comptroller. 3. Collection of Securities If Public Entity certifies in writing to Bank of New York that (a) Bank of America is in default under any underlying pledge or security agreement between Public Entity and Bank of America and (b) Public Entity has satisfied any notice or other requirement to which Public Entity is subject pursuant to the Depository Agreement between Public Entity and Bank of America, then Public Entity may give Bank of New York Written Instructions(x) to transfer specific amounts and issues of Securities held in the Account and, if applicable, specific amounts of the Proceeds held in the Account which have not previously been released to Bank of America, to designated accounts of Public Entity and (y) to cease releasing to an account of Bank of America any Proceeds reflecting interest and principal on Securities in the Account as provided in paragraph(e)of Section 2. - 5 - willful misconduct. and shall have no obligation hereunder for any loss or damage. includine counsel fees. which are sustained or incurred by reason of any action or inaction by the Book Entry System or any Depository. In no event shall Bank of New York he liable to Public Entity, Bank of America or any third party for special, indirect or consequential damages. or lost profits or loss of business, arising in connection with this Agreement. Bank ol'New York may, with respect to questions of law, apply for and obtain the advice and opinion of counsel and shall be fully protected with respect to anything done or omitted by it in good faith and conformity with such advice or opinion. Both Public Entity. to the extent permitted by law, and Bank of America agree to indemnify Bank of New York and to hold it harmless against any and all costs. expenses. damages. liabilities or claims, including reasonable fees and expenses of counsel. which Bank of New York may sustain or incur with respect to any third party claim or which may be asserted by a third party against Bank of New York by reason o1 or as a result of any action taken or omitted by Bank of New York in connection with operating under this Agreement. except those costs. expenses. damages. liabilities or claims arising out of the negligence or willful misconduct of Bank of New York or any of its employees or duly appointed agents. This indemnity shall be a continuing obligation of Public Entity and Bank of America notwithstanding the termination of this Agreement. (h) Bank of New York shall not be responsible for, or considered to be custodian of. any Securities or Proceeds received by it for deposit in the Account until Bank of New York actually receives and collects such Securities or Proceeds directly or by the final crediting of Bank of New York's account on the books of the Book Entry System or the appropriate Depository. Bank of New York will be entitled to reverse any credits to the Account where such credits have been previously made and the Securities or Proceeds are not finally collected. (c) Bank of New York shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and no covenant or obligation shall be implied against Bank of New York in connection with this Agreement. (d) Public Entity's and Bank of America's authorized officers and, if permitted by law. representatives of the Comptroller. upon reasonable notice. shall each have access to Bank of New York's books and records maintained with respect to Public Entity's and Bank of Americas respective interests in the Account during Bank of New York's normal business hours. Upon the reasonable request of Public Entity. Bank of America or the Comptroller when applicable law permits, copies of any such books and records shall be provided by Bank of New York to the requesting party's authorized officer at the requesting party's expense. (e) In performing hereunder. Bank of New York may enter into subcontracts. agreements and understandings with third parties whenever and on such terms and conditions as it deems necessary or appropriate. If any of such subcontracts, agreements, or understandings with third parties are for the deposit of Eligible Collateral for the benefit of Public Entity. (i) such third party will qualify as a "permitted institution" pursuant to the Texas Public Funds Collateral Act. (ii) Bank of New York shall cause such third party to provide records to Bank of New York evidencing the deposit of Eligible Collateral with such third party, and (iii)records of the third party relating to such Eligible Collateral will at all times state the name of Bank of New York. No such subcontract, agreement or understanding shall discharge Bank of New York from its obligations hereunder. (f) Reliance on Pricing Services. Bank of New York is authorized to utilize one or more generally recognized pricing information services (including brokers and dealers of securities) in order to provide Market Values hereunder, and Bank of America and Public Entity agree that Bank of New York shall not be liable for any loss, damage, expense, liability or claim (including attorneys' fees) incurred as a result of errors or omissions of any such pricing information service, broker or dealer. (CO) Force Majeure. Bank of New York shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, epidemics, riots, loss or malfunctions of utilities,computer(hardware or software) or communications service, labor disputes, acts of civil or military authority, or governmental, judicial or regulatory action; provided however, that Bank of New York shall use its best efforts to resume normal performance as soon as practicable under the circumstances. 6. Termination (e) Anv notice or other instrument in writing, authorized or required by this Agreement to be given to Public Entity shall be sufficiently given if sent to Public Entity by regular mail to its offices at 221 E. Main Street or at such other offices as Public Entity may from time to time designate in writing. (f) In case any provision in or obligation under this Agreement shall he invalid. illegal or unenforceable in anyjurisdiction. the validity. legality and unenforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby and if any provision is inapplicable to any person or circumstances. it shall nevertheless remain applicable to all other persons and circumstances. (g) This Agreement may not be amended or modified in any manner except by written agreement executed by all of the parties hereto. (h) This Agreement shall extend to and he binding upon the parties hereto. and their respective successors and assigns: provided however, that this Agreement shall not be assignable by any party without the written consent of the other parties. (i) This Agreement shall be construed in accordance with the substantive laws of the State of Texas. without regard to conflicts of laws principles thereof. In connection with any dispute arising hereunder. Bank of America. Public Entity and Bank of New York hereby consent to the non-exclusive jurisdiction of a state or federal court situated in the county in the State of Texas in which Public Entity maintains its principal office. Bank of America. Public Entity and Bank of New York hereby irrevocably waive. to the fullest extent permitted by applicable law. any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. Bank of America. Public Entity and Bank of New York each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement. 9. Waiver of Immunity. To the extent that in any jurisdiction any party may now or hereafter be entitled to claim. for itself or its assets. immunity from suit. execution. attachment (before or after judgment) or other legal process. each party irrevocably agrees. to the extent permitted by law. not to claim. and it hereby waives. such immunity in connection with this Agreement. 10. Definitions. Whenever used in this Agreement, the following terms shall have the following meanings: (a) "Account" shall mean the separate custodial account established with Bank of New York in the name of Bank of America and for the benefit and subject to the control of Public Entity as secured party in accordance with this Agreement. (b) "Aggregate Margin Value" shall mean for each Business Day the sum of the Margin Values of the Securities and Proceeds comprising the Eligible Collateral in the Account at the time of Bank of New York's determination. (c) "Authorized Person" shall be any officer of Public Entity or Bank of America, as the case may be, duly authorized to give Oral Instructions or Written Instructions on behalf of Public Entity or Bank of America, such persons to be designated in a Certificate substantially in the form of Exhibit "B" for Public Entity or Exhibit "C" for Bank of America attached hereto as such exhibits may be amended from time to time. (d) "Approved Substitution" shall have the meaning set forth in paragraph (e) of Section ]of this Agreement. (e) 'Book-Entry System" shall mean the Federal Reserve/Treasury Book Entry System for receiving and delivering U.S. Government Securities. 3 - thereof. Statements of account shall identify all Eligible Collateral in the Account. the Aggregate Margin Value therein; and the applicable Collateral Requirement. (u) "Uninsured Deposits" shall mean that portion of Public Entity's Deposits with Bank of America which exceeds the insurance coveraLe available from the Federal Deposit Insurance Corporation. (�) "Written Instructions" shall mean written communications actually received by Bank of America or Bank of New York from an Authorized Person or from a person reasonably believed by Bank of America or Bank of New York to be an Authorized Person by a computer, telex. telecopier or any other system whereby the receiver of such communications is able to verify by codes or otherwise with a reasonable degree of certainty the identity of the sender of such.communication. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized and their respective seals to he hereunto affixed. as of the day and year first above written. CITY OF ROUND ROCK, TEXAS [PUBLIC ENTITY] THE BANK OF AMERICA N.A. By:Nyle Maxwell, Mayor By: Title: Title: THE BANK OF NEW YORK TRUST COMPANY,N.A. By: Title: EXHIBIT A SCHEDULE OF ELIGIBLE SECURITIES Page I of 3 Custodial Undertaking in Connection with Tri-Party Collateral Management Agreement dated as of among C; ty of Rn„nd Rork, TaYae ("Public Entity'). Bank of America N.A. ("Bank of America") and The Bank of New York Trust Company. N.A. ('Bank of New York'). SECURITY TYPE YES MARGIN OTHER RESTRICTIONS Ie.g.: 100) (e,g..Reningv A or bener.Mufurin•<10 vr.c.) U.S. TREASURIES - ALL Bills XX Bonds XX Notes XX Inflation-Indexed Notes Inflation-Indexed Bonds Strips Synthetic Treasuries (e.g CATS.TIGRS) GNMA - ALL XX GNMA UII - Single Family GNMA UII -Others Fixed Rate GNMA 111I -Others Adjustable Rate AGENCY NOTES/BONDS- ALL Export-Import Bank Federal Agricultural Mortgage Corp Financial Assistance Corp Federal Farm Credit Banks XX Federal Housing Administration Federal Home Loan Banks XX Federal Home Loan Mortgage Corp XX Financing Corporation Federal Land Bank Bonds Federal National Mortgage Association XX Resolution Funding Corp Student Loan Marketing Association Tennessee Valley Authority Overseas Private Investment Corp Small Business Administration U.S. Agency for International Development U.S. States Postal Service AGENCY STRUCTURED NOTES EXHIBIT A SCHEDULE OF ELIGIBLE SECURITIES Page 3 of 3 SECURITY TYPE YES MARGIN OTHER RESTRICTIONS /00) e.,g.:Rwin,gs.A or better.Mal iriti <10 PRIVATE LABELS MBS R CMOS cont. Interest Only(JO) Principal Only (PO) Inverse Floaters Companion Floaters Sequential Floaters PAC&Other Sequential Floaters Z Bonds Companion Bonds Sequential Bonds TAC Bonds PAC & Other Scheduled Bonds ASSET BACKED SECURITIES -ALL Asset Backed Securities CORPORATES- ALL Domestic Rated AAA Domestic Rated AA Domestic Rated A PUBLIC ENTITY ACKNOWLEDGES AND AGREES THAT IF A CLASS OF SECURITY CONTAINS NEW ISSUES OF SECURITIES. SUCH NEW ISSUES OF SECURITIES SHALL BE DEEMED TO BE ELIGIBLE SECURITIES. [PUBLIC ENTITY] [BANK OF AMERICA] [BANK OF NEW YORK] BANK OF AMERICA N.A. THE BANK OF NEW YORK CITY OF ROUND 0 K, TRUST COMPANY,N.A. B5 By: By: [NATURE] [SIGNATURE] [SIGNATURE] Nyle Maxwell, Mayor Title: Title: Title: Date: _�i `�/ Date: Date: EXHIBIT B CERTIFICATE OF AUTHORIZED PERSONS (Public Entity - Oral and Written Instructions) The undersigned hereby certifies that he/she is the duly elected and acting Mayor of City of RQnnd Reck[thT(' I'aWic Entity"), and further certifies that the following officers or employees of Public Entity have been duly authorized in conformity with the Public Entity's to deliver Oral and Written Instructions to The Bank of New York Trust Company. N.A. ("Bank of New York") pursuant to the Tri-Party Collateral Management Agreement among Public Entity. Bank of America N.A. ("Bank of America") and Bank of New York dated ,no 1j2og • and that the signatures appearing opposite their names are true and correct: llPw� � mersreer Name Title Sign, tur Cheryl Delaney Asst. Finance Director Name Title ignature Elaine S. Wilson Financial Programs Mgr. ad , Name Title Signature Sharon Masterjohn Treasury & Finance Supervisor Name Title Sianature Name Title Sianature Name Title Sianature Name Title Si-nature Name Title Si-nature Name Title Signature This certificate supersedes any certificate of authorized ind" uals o u nily have n file. [corporate seal] [SIGNATURE] Title: Nyle Maxwell, Mayor Date: EXHIBIT C CERTIFICATE OF AUTHORIZED PERSONS (Bank - Oral and Written Instructions) The undersigned hereby certifies that lie/she is the duly elected and acting Assistant Corporate Secretary of Bank Of America NA (the "Bank"). and further certifies that the following officers or employees of Bank have been duly authorized in conformity with Bank's Articles of Incorporation and By-Laws to deliver to deliver Oral and Written Instructions to The Bank of New York ("Custodian") pursuant to the Tri-Party Collateral Management Agreement among Bank. and Custodian dated and that the signatures appearing opposite their names are true and correct: Alex J. Mason Senior Vice President Name Title Signature Daniel A.VanVooren Vice President Name Title Signature Sudhir C. Patel Vice President Name Title Signature Linda P. Grant Vice President Name Title Signature Beth D. Ecton Vice President Name Title Signature Brian T. Ria2all Assistant Vice President Name Title Signature Stephen R. Hudson Assistant Vice President Name Title Signature Pamela P. Reed Assistant Vice President Name Title Signature This certificate supersedes any certificate of authorized individuals you may currently have on file. [corporate seal] Allison Gilliam Title: ASSISTANT CORPORATE SECRETARY Date: Treasury Terms and Conditions EXHIBIT «C„ Bank of America Higher Standards AUTHORIZATION AND AGREEMENT FOR TREASURY SERVICES I am an authorized representative of the organization specified below(the "Client").The Client has received Bank of America's Treasury Services Terms and Conditions Booklet (the"Booklet") in the form and with the content posted on the website of Bank of America and agrees to adhere to the Booklet and any applicable User Documentation from Bank of America ("Bank").The Services covered by the Booklet and the banks providing Services are listed on the accompanying List of Banks and Services,which we may change from time to time.Capitalized terms used in this Authorization and Agreement form, not otherwise defined, have the meanings given to them in the Booklet. After I sign below on behalf of the Client,the Client may from time to time request the Bank to provide any of the Services described in the Booklet.The Client may begin to use any such Service once Bank has approved such use and has received all required and properly executed forms and the Client has successfully completed any testing or training requirements.The Booklet supersedes other agreements between the Client and the Bank, as described under the General Matters heading in the Booklet,with regard to the provision of Services. I warrant that the Client has taken all action required by its organizational or constituent documents to authorize me to execute and deliver on behalf of the Client this Authorization and Agreement form and any other documents the Bank may require with respect to a Service. I am authorized to enter into all transactions contemplated by the provision of Services to the Client.These may include, but are not limited to,giving the Bank instructions with regard to Electronic Funds Transfer Services and designating employees or agents to act in the name and on behalf of the Client. Guidelines for completion: If Client is a: Who must sign: corporation ................... ... .any authorized officer limited liability company ......... ...all members,or any authorized officer* partnership (general or limited) .... ...any general partner* limited liability partnership .. .... ....the managing partner* sole proprietorship . .......... ... ...the sole proprietor governmental entity .......... ......the Treasurer* * Includes any individual authorized under Client's charter or organizational or constituent documents.The legal name of any member, managing member, manager or general partner who is signing and who is not an individual must appear in the signature block.Note that in most cases the Client must also complete the Certification form which follows. CITY OF ROUND ROCK, TEXAS ORGANIZATION'S CLIENT'S LEGAL)4AMIE Dated Signatu .!,Wo ri zpepresentative Signature of Authorized Representative,if two are required by Client NYLE MAXWELL Print.Name of Authorized Representative Print Name of Authorized Representative MAYOR Print Title of Authorized Representative (include the legal name of Print Title of Authorized Representative include the legal name of any member,managing member, manager or general partner who is any member,managing member,manager or general partner who is signing and who is not an individual)] signing and who is not an individual)] The following addresses may be used for giving notices in connection Address(es)for Bank Notices: with this Booklet except as you or we provide the other different Bank of America,N.A. addresses to be used in conjunction with your accounts or particular Documentation Management(CA4-706-04-07) Services. P.O.Box 27128 Concord,CA 94527-9904 Address for Client Notices: Fax No.: (925)675-7131 221 E. Main Street and,if filled in,the following: Round Rock, Texas 78664 --Atte• director of Finance Telephone: (512 )218-5400 Fax: 5( 12341-3301 Telephone: Fax: AD-AG-04558 WEB AUTHORIZATION AND AGREEMENT CERTIFICATION ertify that each signature appearing on the previous page for Client is the true signature of a person authorized to execute the form on behalf .r Client,and I further certify that I have full authority to execute this certification.The Bank is entitled to rely upon this certification until written notice of its revocation is delivered to the Bank. Guidelines for completion:This Certification should not be signed by the individual who signed the Authorization and Agreement. If Client is a: Who must sign: corporation .. .. .. ......... ..... ...any authorized officer limited liability company ......... ...any member or authorized officer limited liability partnership .. ........any partner partnership (general or limited) .......any general partner sole proprietorship .......... .......no signature required governmental entity ..... ..... .. ....the entity's counsel,or any other individual as permitted by the entity's organizational documents The legal name of any member, managing member, manager or general partner who is signing and who is not an individual must appear in the signature block. Note:If Client is not a U.S.based entity,it is not required to complete this certification,but must provide authorizing certificates or mandates. CTTY OF ROUND ROCK TEXAS Dated 4RN 'S/CLIENTS EGAL NAMtifying Represen at ve. Sheets Print Name of Certifying Representative City Attorney Print Title of Certifying Representative(include the legal name of any member, managing member, manager or general partner who is sign- ing and who is not an individual)] © AD-AG-04558 WEB TREASURY SERVICES DELEGATION OF AUTHORITY FORM This form is optional and is to be used when you wish to delegate authority to sign various authorization forms to someone other than the person who signed the Authorization and Agreement form in the front of this Booklet. By signing below,you authorize the incumbent of the specified position listed in Section A or each person listed in section B below,acting alone,to execute documents that we may request,and any amendments or renewals thereof,pertaining to the use of Services, including but not limited to designating one or more persons (which may include himself or herself)authorized to initiate,amend,cancel,confirm or verify the authenticity of instructions to us for Services,whether given orally, electronically or by facsimile instructions,and to revoke any authorization granted to any such person,as he or she deems appropriate.The signer of this form has the same authority described above for each Service with us, unless otherwise specified.We are entitled to rely upon this delegation until written notice of its revocation is received by us. Guidelines for Completion: Fill out either section A or section B, or both,depending on your needs. • To delegate authority to any person holding a specific title, fill out section A. • To delegate authority to specific individuals by name, fill out section B. For each name or title, indicate "All" in the "Service" column if the person or title has authority to sign documents for all Services which you receive from us.Otherwise, indicate specific Services for which the person or title has authority. For each name or title, indicate the entity or entities for which the person or title has authority to sign documents. A. TO DELEGATE AUTHORITY TO ANY PERSON HOLDING SPECIFIC POSITIONS Title Service Entity City Manager All city of Round Rock Texas Director of Finance All City of Round Rock Texas B. TO DELEGATE AUTHORITY TO SPECIFIC INDIVIDUALS Name Service Entity Specimen Signature CLIENT AUTHORIZATION Client Authorization Instructions:The same person who signed the Authorization and Agreement for Treasury Services form must sign this Treasury Services Delegation of Authority form. - �/I-r) - .- /,-�/7 Dated ORGANIZATION'S CLIENT' G L Sig r orized Representative [Priv ame o ut onzed Representative] Mayor [Print Title (include the legal name of any member,managing member,manager or general partner who is signing and who is not an individual)) AD-AG-04558 WEB TABLE OF CONTENTS 7 INTRODUCTION 9 TREASURY SERVICES 9 ACCOUNT RECONCILEMENT 9 AUTOMATED CLEARING HOUSE (ACH) 12 AUTOMATED CLEARING HOUSE (ACH) BLOCKS AND FILTERS 13 AUTOMATED CLEARING HOUSE (ACH) CUSTOMER-INITIATED PAYMENTS 13 CASHPAY® 14 CHECK ISSUANCE 15 CHECK TRUNCATION 16 CLIENT-PRINTED DRAFTS 17 COIN AND CURRENCY ORDERS 17 COLLECTION LETTERS 18 COMMERCIAL AND CORPORATE CARD 23 COMMERCIAL DEPOSITS 24 COMMERCIAL PREPAID CARD 25 CONTROLLED BALANCE ACCOUNTS 26 CONTROLLED DISBURSEMENT 28 DISBURSEMENT IMAGE 28 ELECTRONIC BILL PAYMENT CONSOLIDATION 29 ELECTRONIC DATA INTERCHANGE (EDI) 30 ELECTRONIC FOREIGN EXCHANGE 32 INFORMATION REPORTING 33 LOCKBOX 34 ONLINE STOP PAYMENT 35 POSITIVE PAY 37 RECLEAR 37 RE-PRESENTMENT CHECK (RCK) 38 TAX PAYMENTS 41 WIRE TRANSFER AND INTERNATIONAL ELECTRONIC FUNDS TRANSFERS 45 ELECTRONIC TRADE SERVICES 45 ADVISED STANDBY LETTERS OF CREDIT 46 COLLECTIONS 46 EXPORT LETTERS OF CREDIT 49 INFORMATION REPORTING 49 OPEN ACCOUNT 50 STANDBY AND IMPORT LETTERS OF CREDIT 52 SUPPLEMENTAL LIMITATION OF LIABILITIES AND INDEMNIFICATION FOR ALL ELEC- TRONIC TRADE SERVICES 55 GENERAL PROVISIONS 55 CHANGES TO A SERVICE 55 COMMUNICATIONS 55 CONFIDENTIALITY 57 CURRENCY EXCHANGE RATES 58 FACSIMILE SIGNATURES 58 GENERAL MATTERS 59 GOVERNING LAW 60 LIMITATION OF LIABILITIES 61 OVERDRAFTS 61 PAYMENT FOR SERVICES 62 PROTECTION FROM THIRD PARTIES 62 REPRESENTATIONS AND WARRANTIES 62 RESOLUTION OF DISPUTES 63 SOFTWARE LICENSE 67 TERMINATION 69 GLOSSARY OF TERMS 02004 by Bank of America Corporation All rights reserved. None of the enclosed material may be reproduced or published without permission. INTRODUCTION Thank you for choosing the Bank of America Corporation group of financial institutions for your worldwide treasury management business needs. We appreciate the opportunity to serve you. If you have any questions about our extensive array of treasury services (including the locations where each service is available) or about this Booklet, please contact your treasury services representative. Capitalized terms used in this Booklet are defined in the Glossary.The terms "we", "us" and "our" refer to each of the Bank of America Corporation subsidiary banks which provide you a particular Service under the terms of this Booklet.The terms "you" and "your" refer to each Client identified on the Authorization and Agreement for Treasury Services. This Booklet contains the terms and conditions under which we provide you worldwide treasury services. It is used in conjunction with the Account Agreement which covers account terms and conditions. Please read this Booklet carefully and keep it for your records. By signing and returning the Authorization and Agreement form in the front of this Booklet,you agree to the General Provisions section of this Booklet (which contains terms and conditions applicable to all Services), except that you agree to the Software License Section of the General Provisions only to the extent we provide you Software in connection with one or more Services.You also agree to those portions of the Treasury Services and Electronic Trade Services sections of this Booklet which contain the specific terms and conditions that relate to the Services we provide to you. If you would like an additional Service, it will be covered by the terms and conditions of this Booklet once we have approved your use of the Service.You may begin using the Service when we have received all required and properly executed forms and you have successfully completed any testing or training requirements. Whenever you use any of the Services covered by this Booklet,you agree to be bound by these terms and conditions, as amended from time to time, and to follow the procedures in the applicable Materials. r c D TREASURY SERVICES We offer a wide variety of treasury services. Each Service has many features and options. Your treasury services representative will be happy to describe these to you and to recommend those that will best meet your needs. A List of Banks and Services is enclosed with this Booklet.This list includes the names of each Bank of America Corporation subsidiary bank offering Services under this Booklet and the names under which we currently offer those Services. Please contact your treasury services representative at any time if you wish to receive an updated list. ACCOUNT RECONCILEMENT Our Account Reconcilement Services will help you reconcile and manage the credit and debit activity in your accounts. Detailed information regarding such Services is available in the applicable User Documentation. Your use of an Account Reconcilement Service does not affect any of your obligations, which are described in the applicable Account Agreement, to discover and report with respect to your accounts (including joint accounts where permitted): (i) unauthorized signatures, alterations or endorsements on checks and (ii) unauthorized Requests and other discrepancies.Your use of this Service or our receipt of information associated with this Service does not increase our duty with respect to accounts or the payment of checks. AUTOMATED CLEARING HOUSE (ACH) This section applies only to ACH Services within the United States of America and does not apply to cross-border ACH transactions and other International Electronic Funds Transfers which are covered by the "Wire Transfers and International Electronic Funds Transfers" section in this Booklet. Our ACH Services allow you to transfer funds to or from your accounts by initiating Entries which may be sent through the ACH system or processed directly to accounts with us. We may send Entries to any ACH processor selected by us or directly to another bank. Each ACH Service is described in the applicable User Documentation.You authorize us to issue Depository Transfer Checks (DTCs), as instructed by you or as reasonably determined by us to be appropriate.The capitalized ACH terms appearing in italics below are defined in the NACHA Rules. COMPLIANCE WITH NACHA RULES AND LAWS You agree to comply with the NACHA Rules for all Entries, whether or not an Entry is sent through the ACH network.You act as Originator and we act as Originating Depository Financial Institution (ODFI)with respect to Entries.You will deliver Entries to us as provided in the User Documentation and the NACHA Rules.The NACHA Rules govern if they conflict with this Booklet, except that the file specification requirements in the User Documentation govern if they conflict with the NACHA Rules. Where a preauthorized debit Entry from a consumer's account varies in amount from the previous debit Entry,you will comply with the notice requirements set forth in the NACHA Rules, the Electronic Funds Transfer Act and Regulation E of the Board of Governors of the Federal Reserve System, as applicable. AUTHORIZED PERSONS Before using an ACH Service,you give us a written list, in a form acceptable to us, of the persons authorized by you to verify the authenticity of Entries and Reversal/Deletion Requests in accordance with the Security Procedure and to perform certain other duties in connection with such Service. SECURITY PROCEDURE You agree to use the Security Procedure, if any,when you deliver Entries or Reversal/Deletion Requests to us.The purpose of the Security Procedure is to verify the authenticity of Entries and Reversal/Deletion Requests delivered to us in your name and not to detect any errors in the transmission or content of Entries. Each time you use a Service,you represent and warrant that, in view of your requirements,the Security Procedure is a satisfactory method of verifying the authenticity of Entries and Reversal/Deletion Requests.You agree we may act on any Entries or Reversal/Deletion Requests after we have verified its authenticity through use of the Security Procedure. WARRANTIES Each time you use an ACH Service, (i) you warrant that you have obtained appropriate authorization from each Receiver and that Entries conform to such authorization and comply with the NACHA Rules, and (ii)you make the same warranties to us as we make under Section 2.2 (or any successor section) of the NACHA Rules. PAYMENT WITH RESPECT TO ENTRIES We generally debit your account on the settlement date for credit Entries (including debit Reversals), unless you are prefunding your Entries. Prefunding means that you are required to pay for all credit Entries before the settlement date as we may specify.We may, at our discretion,without prior notice to you, require prefunding before we process your credit Entries. We are not obligated to process any credit Entries, even if we have done so in the past,without having first been paid by you, but, if we do,the amount is immediately due and payable without notice or demand. You will pay us for the amount of any returned debit Entries (including rejected debit Entries), any adjustment Entries or any returned DTCs, which we have previously credited to your account.Such amounts shall be immediately due and payable.You agree that we do not need to send a separate notice of debit Entries or DTCs which have been returned unpaid.You may request reports containing information regarding returned debit Entries and DTCs. ACTING ON ENTRIES We send Entries to the ACH processor for settlement on the Effective Entry Date shown on the Entries, if we receive the Entries by the applicable processing deadlines specified in the User Documentation for the ACH Service being used.We may treat Entries that we receive for processing after a deadline as if received on the next Business Day. Entries m will be deemed received by us when we receive the complete file at the location specified in the User Documentation. REJECTION OF ENTRIES We may reject any Entry that does not comply with the requirements of this Booklet or the applicable User Documentation, including any ACH processing limits described in the User Documentation, or that we are unable to verify through use of the Security Procedure.We may also reject any Entry that may be returned for any reason under the NACHA Rules or if you have breached your payment obligations for any ACH Service we provide to you. Notice of rejection will be given to you by telephone, by electronic means, by facsimile or by mail within the time period specified in the User Documentation and will be effective when given.We are not liable for the rejection of any Entry and are not obligated to pay you interest for the period before you receive the notice of rejection. If an Entry is rejected - for any reason, it is your responsibility to correct the Entry you intend to resubmit. REVERSAL OR DELETION We have no obligation to cancel or amend any Entry after we have received it. If you send us a Reversal/Deletion Request and we are able to verify the authenticity of the Reversal/Deletion Request using the Security Procedure,we will make a reasonable effort to act on your Reversal/Deletion Request.We will not be liable to you if such Reversal/Deletion Request is not effected.You agree to indemnify us in connection with any such Reversal/Deletion Request as provided in UCC 4A.Your obligations under this provision will survive the termination of any ACH Service. PROVISIONAL PAYMENTS You agree to be bound by the provision of the NACHA Rules providing that payment of a credit Entry by the Receiving Depository Financial Institution (RDFT)to the Receiver is provisional until the RDFT receives final settlement for the Entry. If final settlement is not received,the RDF1 is entitled to a refund from the Receiver of the amount credited.This means that the Receiver will not have been paid. Our payment of any debit Entry, returned credit Entry or credit Reversal is provisional until we receive final settlement for the Entry or Reversal. If final settlement is not received,we are entitled to a refund and we may charge your account for the amount previously credited.We may delay the availability of any amount credited for a debit Entry or credit Reversal if we believe that there may not be sufficient funds in your account to cover any chargeback or return of the Entry or Reversal. INCONSISTENCY OF NAME AND NUMBER An RDFT can make payment to a Receiver based solely on the account number, even if the name in the Entry differs from the name on the account.We will send an Entry to an RDFT based solely on the bank identifying number you provide, even if you provide us with a different RDFT name. m NOTICE OF ACCOUNT STATEMENT DISCREPANCIES Information concerning Entries will be reflected in your account statements and, in some cases, in the form of written or electronic advices or reports that are produced by one of our Information Reporting Services.You must send us written notice,with a statement of relevant facts,within 14 days after you receive the first notice or statement indicating a discrepancy between our records and yours. If you fail to give the required notice,we will not be liable for any loss of interest or for compensation for any other loss or cost relating to an unauthorized or erroneous debit to your account or any other discrepancy reflected in the notice or account statement.You must notify us promptly by telephone or other electronic means approved by us for such purpose, and confirm such notice in writing, of information concerning an unauthorized or erroneous debit to your account if you learn about or discover it from any source other than a statement, advice or report from us. AUTOMATED CLEARING HOUSE (ACH) BLOCKS AND FILTERS This section applies only to ACH Blocks and Filters Services for Entries received in the United States of America. With the ACH Blocks and Filters Services,you provide us with the authorization criteria for Entries you desire to receive for debit or credit to your account.We will automatically return any Entry which does not meet your authorization criteria. We may also return an Entry that would be returned for any reason under the NACHA Rules.The ACH Blocks and Filters Services do not apply to transactions between you and us, and we may pay Entries which you have authorized us to originate against your account (e.g., loan or credit card payments),whether or not you have included these in your authorization criteria.We may also pay any Entries, reversals or adjustments which we are required to accept under the NACHA Rules, operating circulars or any other applicable rule, guideline or regulation. You provide authorization criteria in a manner and form acceptable to us. In your authorization criteria you may specify a maximum amount for authorized Entries, in which case you must specify the amount in dollars and cents. You agree to comply with the NACHA Rules for all Entries. Under the NACHA Rules, credit Entries are provisional and may be revoked prior to final settlement. If the credit Entry is revoked before final settlement and final settlement is not received,we may charge your account for any amount previously credited to your account.The person who originated the credit Entry is considered not to have paid you. If this happens,we do not send a separate notice. If an ACH Blocks and Filters Service is terminated for any reason, we will no longer be obligated to monitor Entries against your authorization criteria and will receive and accept or return Entries to your account in accordance with our normal procedures.You still have the right to return Entries in accordance with the NACHA Rules. I AUTOMATED CLEARING HOUSE (ACH) CUSTOMER-INITIATED PAYMENTS Our ACH Customer-Initiated Payments service allows your consumer or business customers to pay you for goods or services by using your website.Your customers can authorize payments to you through commands on your website or by touch-tone or voice commands on the telephone. Detailed information regarding this Service is available in the applicable User Documentation. Payments will be made by creation of an ACH Entry to credit your account with us and will be subject to the provisions of our Automated Clearing House Services.You act as the Originator,your customer acts as the Receiver and we act as the ODFI with respect to the Entries.You warrant that you have obtained appropriate authorization from each Receiver and that Entries conform to such authorization and comply with the NACHA Rules.You also make to us the same warranties as we make with respect to Entries under the NACHA Rules. CASH PAY® Our CashPay®Service allows you to pay your employees and other payees by directly depositing payments to their CashPay accounts.Your payees can immediately access their money through ATMs and point of sale (POS) terminals. CASHPAY FUNDING OPTIONS You may fund the CashPay accounts in one of two ways: by initiating Entries through the Automated Clearing House (ACH) system or, upon our approval, by instructing us to transfer funds from a deposit account you maintain with us. (ACH Services are governed by the ACH section of this Booklet.) If you choose to pay by the transfer of funds from your account with us,we will debit your account following receipt of your payment instructions in a mutually agreed-upon format and method.You must have sufficient Collected and Available Funds in your account to cover the transfer amount. In the event that sufficient funds are not available at the time of settlement,you agree that we may take steps to protect ourselves, including refusing to fund CashPay accounts and terminating the CashPay Service (which will not affect funds previously transferred to CashPay accounts),without incurring any liability to you or your payees. CERTIFICATION OF ENROLLMENT INFORMATION You must provide us information for each payee who wishes to open a CashPay account. Each time you provide us with such information or initiate a transfer of funds to a CashPay account,you certify that the following statements are true and accurate as of such date: • The payee is entitled to receive payments issued by you, and is otherwise qualified to participate in the CashPay program. • All information provided by you about the payee is correct, including but not limited to the payee's date of birth,address, and social security number or other identifying information contained in another form of identification issued by a governmental j entity. • If the payee is to receive wage payments through a CashPay account, the payee is legally employable in the United States of America. • You have provided the payee the explanatory CashPay Service information that we have provided to you for that purpose, and the payee has authorized the transfer of wages to the CashPay account. • The payee has not cancelled the authorization to transfer the wages to the CashPay account. You agree to notify us promptly of any changes to the payee enrollment information you have provided to us for this Service. ADDITIONAL LIMITATION OF LIABILITY As a general rule,ATMs cannot dispense cash in increments other than $5, $10 or$20. This means that your payees may not be able to withdraw at an ATM all funds paid by you to the payees' CashPay accounts. We will wire the difference to any payee who requests such payment; however,we will not be responsible if your payees or others assert a claim against us due to this inability to withdraw all funds at an ATM. PROMOTIONAL MATERIALS We will provide you with a CashPay agreement and other explanatory documentation for you to give your payees.You must obtain our prior written consent if you elect to promote the CashPay service using materials (in any format) other than the documentation we provide to you for that purpose. CHECK ISSUANCE With our Check Issuance Services,you may request us to create checks on your behalf that are drawn on either (i) accounts maintained by you with us or another bank or(ii) accounts designated and owned by us. AUTHORIZED PERSONS Before using a Check Issuance Service,you give us a written list, in a form acceptable to us, of the persons authorized by you to perform certain duties in connection with such Service. SECURITY PROCEDURE You agree to use the Security Procedure when you deliver Check Issuance Requests or electronically transmit Stop Payment Requests to us.The purpose of the Security Procedure is to verify the authenticity of Check Issuance Requests and Stop Payment Requests delivered to us in your name and not to detect any errors in the transmission or content of these messages. Each time you use a Check Issuance Service,you represent and warrant that, in view of your requirements,the Security Procedure is a satisfactory method of verifying the authenticity of Check Issuance Requests and such Stop Payment Requests.You agree we may act on any Check Issuance Request and any electronically transmitted Stop Payment Request the authenticity of which we have verified through use of the Security Procedure. STOP PAYMENT REQUESTS Generally,you may send us a Stop Payment Request with respect to a check drawn on an account designated and owned by us only if the check is lost, stolen or destroyed. In such case,you must complete and provide us with a declaration of loss and indemnity agreement reasonably acceptable to us. If you wish to stop payment on a check drawn on an account you maintain with us,you must make your request as provided in the applicable Account Agreement. YOUR RESPONSIBILITIES You must create and transmit to us a Check Issuance Request for each check you want us to issue on your behalf.You must make certain that each Check Issuance Request conforms in form and substance to the requirements, including cutoff times on a Business Day, described in the applicable User Documentation. You must retransmit any Check Issuance Request or other message initially transmitted to us through a Service if you have not received an acknowledgment message from us within the time period specified in the applicable User Documentation. In the case of checks drawn on accounts designated and owned by us,you must ensure that Collected and Available Funds, sufficient to cover the total of all checks issued, are on deposit in your accounts.We will debit your account to cover such checks when we receive your Check Issuance Request.In the case of checks drawn on accounts designated and owned by you,you will be governed by the applicable Account Agreement. CHECK TRUNCATION With our Check Truncation Service,we store copies of your canceled checks on microfilm or other media and destroy the checks.You do not receive your canceled checks.We will provide a copy of any check that you request for up to seven years from the date the check was paid against your account.To request a copy,you must provide us with sufficient information for us to identify the item, including the Magnetic Ink Character Recognition (MICR) serial number, account number, exact amount(dollars and cents) of the check, statement reference number, if any, and posting date.We may also ask you for additional identifying information. Special services such as microfilm or review of dates, dollar amounts, serial numbers or signatures may not be available in connection with the Service. Notwithstanding the Limitation of Liabilities section of this Booklet, if we are unable to provide a copy of a check as requested by you under a Service, our liability will be limited to your actual damages but will not, in any event, exceed the amount of the check. CLIENT-PRINTED DRAFTS 1 With our Client-Printed Drafts Services,you use your computer (using Software we provide or by accessing our treasury management website) to print drafts (which may include drafts denominated in a currency other than the currency in which the relevant account is denominated) drawn on either (i) accounts maintained by you with us or another bank or(ii) accounts designated and owned by us. AUTHORIZED PERSONS Before using a Client-Printed Drafts Service,you give us a written list, in a form acceptable to us, of the persons authorized by you to perform certain duties in connection with such Service. SECURITY PROCEDURE You agree to use the Security Procedure when you deliver Payment Advices or electronically transmit Stop Payment Requests to us.The purpose of the Security Procedure is to verify the authenticity of Payment Advices and Stop Payment Requests delivered to us in your name and not to detect any errors in the transmission or content of these messages. Each time you use a Client-Printed Drafts Service,you represent and warrant that, in view of your requirements, the Security Procedure is a satisfactory method of verifying the authenticity of Payment Advices and such Stop Payment Requests.You agree we may act on any Payment Advice or electronically transmitted Stop Payment Request the authenticity of which we have verified through use of the Security Procedure. STOP PAYMENT REQUESTS Generally,you may send us a Stop Payment Request with respect to a draft drawn on an account designated and owned by us only if the draft is lost, stolen or destroyed. In such case,you must complete and provide us with a declaration of loss and indemnity agreement reasonably acceptable to us. If you wish to stop payment on a draft drawn on an account you maintain with us,you must make your request as provided in your Account Agreement. YOUR RESPONSIBILITIES You must verify the contents of each shipment of blank draft stock and sign and return to us the receipt accompanying each shipment or notify us of any discrepancy.You must notify us immediately if any draft stock is lost or stolen.You will be liable for any damages arising out of the loss or theft of any draft stock received by you. You must create and transmit to us a Payment Advice for each draft you issue using a Service.You must make certain that each draft, Payment Advice and electronically transmitted Stop Payment Request conforms in form and substance to the requirements, including cutoff times on a Business Day, described in the applicable User Documentation. You must retransmit any Payment Advice, electronically transmitted Stop Payment Request or other message initially transmitted to us through a Service if you have not received an acknowledgment message from us within the time period specified in the applicable User Documentation. OUR RESPONSIBILITIES When we receive the Payment Advice,we will transfer funds from your account with us to the bank account on which the draft is drawn. We will provide you with blank draft stock and with the necessary Software and/or access to our treasury management website. PAYMENT WITH RESPECT TO DRAFTS You agree you will not issue any drafts using a Service which would cause your applicable account balance, according to your records,to be exceeded. If your records and ours disagree regarding the account balance, our records will control for purposes of these Services.You must ensure that Collected and Available Funds, sufficient to cover the total of all drafts issued, are on deposit in your account each Business Day before the time stated in the applicable User Documentation. COIN AND CURRENCY ORDERS Our Coin and Currency Order Services allow you to place orders for coin and currency with our cash vaults and,where available,to exchange paper currency for rolled coins and currency at certain banking centers or our automated business centers. Before using a Coin and Currency Order Service,you give us a written list at our request, in a form acceptable to us, of the persons authorized by you to place coin and currency orders and to perform certain other duties in connection with a Service. If you pick up your coin and currency order from one of our cash vaults,you must contract separately with an armored carrier service that is acceptable to us to provide for the transportation of cash orders.Armored carriers are your agents. You authorize us to act upon any request for coin or currency made in accordance with this Booklet and the procedures described in the applicable User Documentation. in connection with any coin and currency you order from our cash vaults using a Service, you authorize us to debit your account on the day the coin and currency order is released to your authorized agent or to the depository facility you and we have agreed upon. Each time you use a Coin and Currency Order Service,you represent and warrant with each coin and currency order that you have sufficient Collected and Available Funds in your account which,when added to funds that are available under a line of credit, are sufficient to cover your coin and currency order.We have no obligation to release a coin and currency order unless there are sufficient Collected and Available Funds in the designated account and available under a line of credit to pay for such order at the time scheduled for release of the cash to you or your agent. COLLECTION LETTERS Our Collection Letter Services allow you to forward us drafts, checks and travelers checks (as used in this section, "items") drawn on Canadian banks and denominated in U.S. M dollars or drawn in specified foreign currencies (as described in the applicable User C. Documentation) for collection. 1 You must prepare and forward a transmittal letter, in a form acceptable to us, along with those items you want us to process for collection in accordance with the applicable User Documentation.You agree that you will only request collection on items which are drawn on Canadian Banks in U.S. dollars or foreign currency items drawn in currencies specified in the applicable User Documentation. We will send each item you forward to us for collection to the bank on which such item was drawn or to an appropriate correspondent bank.We will credit your account for each item on the Business Day on which we receive payment for each such item at our then- prevailing buy rate for the applicable currency.We will deduct all service fees and charges, plus any correspondent bank fees and charges, from the amount of any payment credited to your account for such items. We will send you a written advice showing the applicable buying rate and fees and charges for each item we process as a collection item through use of a Collection Letter Service. COMMERCIAL AND CORPORATE CARD Our Commercial and Corporate Card Services allow you to open Card Accounts for your business purposes, as described below.With our Commercial Card Services,which are designed principally for medium-sized companies,you may obtain a single Card for managing purchases, travel and fleet spending.With our Corporate Card Services,which are designed for large companies, you may obtain separate purchasing,travel or fleet Cards or a Card combining all three functions. Detailed information regarding such services is available in the applicable User Documentation. OUR OBLIGATIONS We will open Card Accounts upon your request which Cardholders may use to conduct Transactions for your business.We will assume that all Transactions made on a Card Account are authorized by you until we receive and have had a reasonable period of time to act upon written notice from you that the Cardholder is no longer authorized to use the Card, Convenience Checks or the Card Account. Pursuant to your instructions, each Card Account we open shall have one or more of the following features: • travel and entertainment • purchasing • Fleet/automotive We may also provide Convenience Checks on your request with respect to your Card Accounts. We can also establish a Card Account for which we assign only a Card Account number, but we do not issue a Card or Convenience Checks. If you so request, we will provide to the Cardholder, at the address you or the Cardholder specifies, a monthly billing statement reflecting the use of the relevant Card Account.We may deny authorization of any Transaction if we suspect fraudulent activity or Unauthorized Use or for any other reason. Notwithstanding anything to the contrary in the "Limitations of Liability" section of this Booklet, we will not be liable for any failure to authorize a Transaction. YOUR OBLIGATIONS You shall use each Card Account solely for your business purposes. You shall pay for each Transaction, regardless of its purpose or whether you signed a sales draft or received a receipt, in addition to our fees and charges. You represent and warrant to us that each cardholder is a current employee or agent of your company.You will promptly furnish such financial and other information as we request for the purpose of reviewing your ability to perform your obligations to us.You represent and warrant to us that all such information about your employees, agents, or your company is accurate, sufficiently complete to give us accurate knowledge of your financial condition and in compliance with all applicable rules, regulations and laws. You and each Cardholder will check to ensure that the information embossed on each new Card or printed on each Convenience Check is correct, and you will contact us immediately if there is an error. CHARGE LIMITS We will give you one total charge limit for all your Card Accounts.We will also assign an individual charge limit for each Card Account.We may increase or decrease the total charge limit or any individual limit at our discretion.You agree not to incur obligations which would cause the total charge limit for all your Card Accounts to be exceeded. If you do exceed this limit, or if any Cardholder's individual charge limit is exceeded, we may deem the entire balance owing to be immediately due and payable, and/or we may refuse any Transactions on all Card Accounts or the individual Card Account until a payment is made to reduce the balance below the total charge limit or the individual charge limit. TRANSACTIONS IN OTHER CURRENCIES MasterCard®or Visa®will convert to U.S. Dollars any charge made in a currency other than U.S. Dollars at a rate determined under MasterCard or Visa regulations, as applicable.The conversion rate may be different than the rate in effect on the date of the Transaction.We will post to the Card Account the converted U.S. Dollar amounts. DISPUTES WITH MERCHANTS AND SUPPLIERS We will have no liability for goods or services purchased with, or for a merchant's or supplier's failure to honor purchases made with, a Card Account, Convenience Check or Card.You agree to make a good faith effort to resolve any dispute with a merchant or a supplier arising from a Transaction. In a dispute with a merchant or supplier,we will be subrogated to your rights and each Cardholder's rights against the merchant or supplier and you will assign (and cause the Cardholder to assign)to us the right to assert a billing error against the merchant or supplier.You will, and will cause the Cardholder to, do whatever is necessary to enable us to exercise those rights.We may reverse from any Card Account any Transactions relating to the dispute. M A merchant or supplier may seek prior authorization from us before completing a Transaction. If you advise us in writing that you desire to restrict Transactions to merchants falling within certain categories we designate in our User Documentation, we will take reasonable steps to prevent authorization of Transactions from other types of merchants.We, however, will not be liable to you if merchants or suppliers nonetheless accept a Card, Convenience Check or Card Account for other types of Transactions, or if authorization for a Transaction is not given. CONVENIENCE CHECKS If we provide Convenience Checks with regard to a Card Account,they may not be used to make payment on the Card Account.We may pay a Convenience Check and post its amount to the Card Account regardless of any restriction on payment, including a Convenience Check that is post-dated, that states it is void after a certain date or that states a maximum or minimum amount for which it may be written. Once paid, Convenience Checks will not be returned to you or the Cardholder. If you wish to stop payment on a Convenience Check,you must call us at the customer service number shown on your billing statement and provide such information as we request or is required under the relevant User Documentation.We will stop payment if we receive your request on or before the Business Day before the Business Day on which we would otherwise pay the Convenience Check.The date on which we would pay a Convenience Check may be prior to the date it would post to your Card Account.A stop payment order will remain in effect for up to six months. CARDLESS ACCOUNTS;ACCOUNTS NOT IN NAME OF INDIVIDUAL If you use our Corporate Card Services,we may, at your request, establish a Card Account for which no Card is issued or establish a Card Account with a designation which is not an actual individual, including, without limitation, designation of a vehicle identification number, license number, department name or"Authorized Representative" on the Card Account. Notwithstanding any other term in this Booklet,you agree to be solely responsible for the use of any such Card Account, including,without limitation, any Unauthorized Use, and you agree not to make any claim or request related to any Unauthorized Use of such a Card Account. PAYMENT OF CARD ACCOUNTS;SECURITY INTEREST We will provide to the Card Administrator, or other person you designate in writing to us, a monthly billing statement which will identify each Transaction posted during the billing cycle and the date of the Transaction. Unless otherwise determined by us,the official billing statement will be in paper, not electronic, form.The billing statement will also list any applicable fees and charges for the Services. If you have requested a Card Account for travel and entertainment Transactions,we will provide an additional copy of the monthly billing statement covering such use of the relevant Commercial Card to the appropriate Cardholder at the address which you or the Cardholder provides to us. You will pay to us the total amount shown as due on each billing statement on or before the due date shown on the statement. If you do not make a payment in full by the specified due date, in addition to our other rights, we may assess a late fee and finance m charge as set forth in our schedule of fees and charges.You have no right to defer any payment due on any Card Account. Unless otherwise agreed by us, payments must be made using an ACH service. As specified by you, we may initiate ACH debits to any deposit account at any financial institution.All payments must include the complete Card Account number in order to be processed and for you to be credited with making payment. If you arrange for direct payment by Cardholders, such an arrangement will not change your responsibilities under this Booklet, including your obligation for payment. You grant to us a security interest and contractual right of setoff in and to all deposits now or subsequently maintained with us or any of our affiliates or Subsidiaries. In connection with that grant,you authorize us to enter into a master control agreement with our affiliates authorizing,upon the occurrence and continuance of any default,the disposition of any such deposits to satisfy all liabilities incurred in connection with these Services,without your further consent.The grant of this security interest shall survive termination of these Services. LOST OR STOLEN CARDS;UNAUTHORIZED USE In the event of a possible loss or theft of a Card, Convenience Check or Card Account or possible Unauthorized Use,you will give us notice by telephone or telefax to the numbers set forth in the User Documentation.You agree to give us this notice as soon as practicable but in any event within 24 hours after discovery of the known or suspected loss or theft or Unauthorized Use. If notice as provided in this paragraph is given within the first 24 hours and you assist us in investigating facts and circumstances relating to the loss, theft or possible Unauthorized Use, including without limitation obtaining an affidavit or similar written, signed statement from the Cardholder, then you will not be liable for Transactions resulting from Unauthorized Use. If we have issued fewer than ten Card Accounts to you,your liability for Transactions by a person who does not have actual, implied or apparent authority to use the Card or Convenience Check and whose use does not result in a direct or indirect benefit to you will not exceed $50 on each Card. LICENSE TO USE YOUR MARKS Upon your request,we may place your trademark,tradename, service mark and/or designs ("Company's Marks") on the Cards and collateral materials.You will provide the graphics to us in sufficient time to allow for review and approval by us and, if necessary, the respective card association.You grant to us a non-exclusive license to use, during the term of the Services, Company's Marks on the Cards and on other materials related to the Card Accounts.Your indemnity under the "Protection from Third Parties" section of this Booklet covers any claim that the use of any Company Marks infringes the intellectual property right of any third party. EXTENSION OF CORPORATE CARD SERVICES TO AFFILIATES Upon your request and submission of a Participant Account form,we may approve one or more affiliates of which you are majority owner for participation in the Corporate Card Services. Each participating affiliate will have the same rights and obligations as you except that no separate charge limit will be assigned.Your charge limit will apply to Transactions on all Card Accounts, including those of your participating affiliates. You may terminate an affiliate's participation by giving us written notice and a reasonable time to act on such notice. If an approved participant is, or will no longer be, majority-owned by you,you agree to notify us immediately, and we may immediately terminate the Card Accounts of such participant. SUPPLEMENTAL GOVERNING LAW AND RESOLUTION OF DISPUTES PROVISIONS Notwithstanding anything to the contrary in the Governing Law provision in the General Provisions section of this Booklet,the Commercial and Corporate Card Services are governed by the laws respecting national banking associations and,to the extent not covered by those laws, by the laws of the State of Arizona,without reference to that state's principles of conflicts of law, regardless of where you reside or where a Cardholder uses a Card Account. Notwithstanding anything to the contrary in the Resolution of Disputes provision in the General Provisions section of this Booklet,you agree to submit to the personal jurisdiction of any state or federal court in Arizona and to binding arbitration in Arizona with respect to disputes regarding the Commercial and Corporate Card Services. ADDITIONAL TERMINATION PROVISIONS We may immediately terminate these Services if there occurs (i) a termination event set forth in the "Termination" section of this Booklet with respect to you, a participating affiliate or a guarantor of obligations under any Card Account, (ii) a change in your ownership, if you are a privately-held entity, in excess of 50% or (iii) any of the following with respect to you, a participating affiliate or a guarantor of obligations under any Card Account: • the failure to pay or perform any obligation, liability or indebtedness to us or any of our affiliates or subsidiaries, whether under this Booklet or any other agreement, as and when due (whether upon demand, at maturity or by acceleration); • the failure to pay or perform any other obligation, liability or indebtedness to any other party; • death (if an individual) or resignation or withdrawal of any partner or material owner (of a privately-held entity); • merger or consolidation with or into another entity; • the determination by us that any representation or warranty made to any of our affiliates or subsidiaries in any agreement is or was,when it was made, untrue or materially misleading; • the failure to timely deliver such financial statements, including tax returns, other statements of condition or other information, as we shall request from time to time; • the entry of a judgment which we deem to be of a material nature; 1 • the seizure or forfeiture of, or the issuance of any writ of possession, garnishment or attachment, or any turnover order for any property; • the determination by us that we are insecure for any reason; • the determination by us that any such person fails to meet credit criteria initially used by us to approve the Card Services; or • the failure to comply with any law or regulation controlling its operation. Upon any termination of the Card Services, (i) the entire balance outstanding on all Card Accounts shall, at our option, become immediately due and payable and (ii) you will immediately destroy, and will instruct all Cardholders to immediately destroy, all Cards and Convenience Checks.Your responsibility to pay for all Transactions regarding each Card Account will continue until a reasonable period of time after you notify us to close the Card Account or until you pay for all Transactions entered into before we close the Card Account to future use,whichever occurs later.After termination,you and all Cardholders will make no new Transactions on any Card Account. If, however, such Transactions are made,you will be liable for each of them. COMMERCIAL DEPOSITS With our Commercial Deposits Services,you may make deposits of coin and currency, checks and other payment instruments at one of our designated banking centers (which may include an automated business center), depository facilities (which may include a night depository facility), processing centers or cash vaults. if these deposits are delivered by you or your agent before the cutoff time specified in the applicable User Documentation,we will give you same-day provisional credit for such deposits, subject to later verification by us and our availability schedule. Banking center deposits that are immediately verified are covered under your Account Agreement. YOUR RESPONSIBILITIES You agree to prepare all deposits accurately and in good faith and to follow the procedures for preparation, packaging and delivery of deposits as provided in the applicable User Documentation. For deposits made to an automated business center,you will automatically be provided a receipt. In all other cases, in order to receive a receipt of deposit,you must provide a duplicate deposit slip in addition to the number of original deposit slips required by us to process the deposit.We will stamp this duplicate deposit slip and return it to you. In all cases, deposits are subject to later verification by us. If you use an armored carrier to transport your deposits,you must contract separately with an armored carrier service that is acceptable to us. For deposits made to one of our cash vaults,we may require that you use an armored carrier.Armored carriers are your agents. OUR RESPONSIBILITIES j We receive your deposit and issue provisional credit to your account for the amount you declare on the deposit slip.The declared amount is subject to later verification by us. If we find an error when we verify your deposit,we will debit or credit the amount of the error to the deposit account listed on the deposit slip, unless you and we have agreed otherwise in writing; provided, however,we reserve the right to set a standard adjustment amount (which we may change from time to time), in which case we will not make a correction to a deposit when the error is less than our current adjustment amount. We give you same-day provisional credit for deposits delivered before the cutoff time on a Business Day. For deposits delivered after the cutoff time or on a non-Business Day,we give you provisional credit on the next Business Day. COMMERCIAL PREPAID CARD Our Commercial Prepaid Card Services enable you to distribute Commercial Prepaid Cards to your employees and others that permit them access to a predetermined amount of funds. Commercial Prepaid Cards may be used to withdraw cash at any ATM displaying any of the logos displayed on the Commercial Prepaid Card and to make purchases at any merchant displaying the Visa logo. Detailed information regarding such services is available in the applicable User Documentation. OUR OBLIGATIONS We will issue Commercial Prepaid Cards to you on your request after you have provided us such information regarding the Commercial Prepaid Card as we may require at that time. Before we issue each Commercial Prepaid Card, we will debit funds from a deposit account you maintain with us for the value amount of the Commercial Prepaid Card issued. We will mail the Commercial Prepaid Cards to the address or addresses you provide us, together with a copy of the agreement between us and the Cardholder, our privacy policy for consumers (if applicable) and instructions for activating the Commercial Prepaid Card. We will deduct the amount of each Transaction, which may include fees added by the ATM owner or the applicable network, from the value amount with respect to the Commercial Prepaid Card.We will also deduct applicable Cardholder fees. You may request us to add value to previously issued Commercial Prepaid Cards by providing such information as we may require at that time. Upon receipt of your request and the required information,we will debit your deposit account with us for the amount to be added to the existing Commercial Prepaid Cards. If there are insufficient Collected and Available Funds in your account,we have no obligation to issue or activate any Commercial Prepaid Card or to add value to any existing Commercial Prepaid Card. COMMERCIAL PREPAID CARD CREATION All Commercial Prepaid Cards shall identify us as the issuer and shall include such other names and trademarks as we require. If you elect to customize the Commercial Prepaid Cards,you will be responsible for any additional costs in the design or production of the Commercial Prepaid Cards.You will provide graphics, promotional material and wording to us for review and approval and you must comply with all the rules of Visa USA, Inc. and other systems or organizations, as applicable.You will allow us to use your artwork on the Commercial Prepaid Cards, provided that you shall have first reviewed and approved such use.You will indemnify and hold us harmless from any and all liabilities, claims, costs, expenses and damages of any nature (including Legal Expenses) arising from any claim that the artwork you supplied infringes the intellectual property rights of any third party. COMMERCIAL PREPAID CARD ACTIVATION Each Cardholder will be instructed to call a toll-free (in the U.S.A.) number and use an interactive voice response system to authenticate the Cardholder by using a number unique to the Cardholder in order to activate the Commercial Prepaid Card. During this call, the Cardholder will receive their PIN, if applicable.The Cardholder can change the PIN at that time to any four digit number. Once the call is successfully completed,the Commercial Prepaid Card will be activated.You will be responsible for informing each Cardholder of any other restrictions you may impose on the use of the Commercial Prepaid Card, and we will not have any responsibility for enforcing those restrictions. COMMERCIAL PREPAID CARD USAGE We may refuse to issue or add value to any Commercial Prepaid Card if we believe the Commercial Prepaid Card will or may be used in violation, or may cause us to be in violation, of any law or regulation, or any rule of any payment system. We will use reasonable efforts to prevent any overdraft with respect to a Commercial Prepaid Card or any unauthorized use of a Commercial Prepaid Card, but cannot ensure we will be able to do so.You will reimburse us for the amount of any overdraft or for the amount of any loss resulting from such unauthorized use. The value amount on any Commercial Prepaid Card does not constitute a deposit account, is not insured by the Federal Deposit Insurance Corporation or any other government agency, and does not accrue interest for your benefit or the benefit of the Cardholder. CONTROLLED BALANCE ACCOUNTS Our Controlled Balance Accounts Services let you control the transfer of funds between accounts with us.These Services may be restricted to certain account types. Transfers you make from a U.S.-domiciled money market account using these Services are considered preauthorized transfers, are counted toward the number of transactions you are legally permitted each month, and may not be made to a checking account with an overdraft credit facility. You may instruct us to make either date-related (where available) or balance-related (where available)transfers as described below. Once you instruct us to transfer funds between accounts,transfers begin on a mutually agreeable date or, for accounts domiciled in the United States of America, either immediately or on the date you specify. With a date-related transfer,funds can be transferred in either direction between certain types of accounts on the date and in the amount you specify. Both interstate and intrastate funds transfers are permitted as long as you meet the requirements for the account type(s), transfer date and account location(s). If the transfer date you specify is a non-Business Day,we make the transfer on the next Business Day. With a balance-related transfer,you may have funds transferred to an account when the balance falls below a certain amount, or from an account, when the balance rises above a certain amount, or both.We transfer the amount required to meet the account balance you specify. You may elect to have funds transferred to or from accounts of another company/ organization using a Service.You agree that for each such account, the company/ organization will provide us with its written authorization, in a form acceptable to us, for such transfers. However,you do not need to provide us such written authorization if(i) the other company's accounts are domiciled in the United States of America and (ii)you represent and warrant that such other company is a U.S. Subsidiary and that it has authorized us to transfer funds between its accounts and your accounts. CONTROLLED DISBURSEMENT Our Controlled Disbursement Services provide information to you each Business Day so that you can fund the total amount of(i) controlled disbursement checks presented that Business Day and (ii)where the option is available, controlled disbursement ACH debits and any other electronic debits to which we agree and which are posted that Business Day. ACCOUNTS We make the Controlled Disbursement Services available through multiple Controlled Disbursement Points in different parts of the United States of America.These Points are identified on the List of Banks and Services. Subject to our approval in each case,you may use such Service through one or more of those Points. For each Controlled Disbursement Point you use,you maintain one or more Deposit Accounts with us. For certain Controlled Disbursement Points, as more fully described in the applicable User Documentation,you may (i) draw checks bearing those respective Points' routing numbers directly on a Deposit Account and (ii)where the option is available, initiate or authorize third parties to initiate ACH debits and, subject to special agreement, other electronic debits to the Deposit Account. (For electronic debits to a Deposit Account,you must use the appropriate funds transfer Service approved by us.) For a certain other Controlled Disbursement Point, we authorize you to draw checks on accounts we maintain at such Point,then we debit your Deposit Account(s) in the j amount(s) of the checks which are paid. With these Services,you have no account or contractual relationship with such Controlled Disbursement Point.You will not access our accounts maintained at such Point in any other manner, including but not limited to automatic debit arrangements cleared through an automated clearing house network or through wire transfers. On each Business Day,we will inform you by the time specified in the applicable User Documentation of the total amount of debits presented for payment that day at or through a Controlled Disbursement Point and any other amounts required to be deposited in the corresponding Deposit Account(s) to cover such debits. On each such Business Day, prior to the time stated in the applicable User Documentation,you must ensure that sufficient Collected and Available Funds are on deposit in the Deposit Account(s) to cover such amounts. If we attempt to post a debit to a Deposit Account for the amount due and determine there are insufficient funds in the Deposit Account, we may dishonor or instruct the pertinent Controlled Disbursement Point to dishonor some or all of the checks then pending payment and/or, as appropriate, return or reject any electronic debit pending settlement.We may, however, in our sole discretion, allow an overdraft so some or all of such checks or electronic debits will be paid or settled. If we do so, we are not obligated to allow any such overdraft in the future. If,for any reason,we fail to provide you timely notice of the required funding amount for a Deposit Account, and if you fund such Deposit Account according to the procedures (including funding amount and time) described in the applicable User Documentation,we will post to the Deposit Account, or instruct the Controlled Disbursement Point to post to your account, all checks presented for payment, and electronic debits received for settlement, that day. If the required funding amount nonetheless exceeds the amount funded by you and you have insufficient funds in the Deposit Account to cover the required amount,we will overdraw the Deposit Account and advance funds to cover the excess. If we advance our own funds, repayment is immediately due and payable, and you will repay us on or before the next Business Day along with interest on such funds as specified in our schedule of charges for business account services or as otherwise agreed. If you do not,we may dishonor, or instruct the Controlled Disbursement Point to dishonor, some or all of the checks then pending final payment and/or, as appropriate, return or reject any electronic debit pending settlement even if the Deposit Account has sufficient Collected and Available Funds to cover such debits. We may require you to maintain a specified minimum amount in any Deposit Account for which we permit you to use automated clearing house transfers to fund that Account. If you use facsimile signatures on checks drawn on an account at a Controlled Disbursement Point,your use of such signatures is subject to the Facsimile Signatures section of this Booklet. STOP PAYMENTS You may request stop payments on checks drawn under a Controlled Disbursement Service by following the procedures specified in the applicable User Documentation or applicable Account Agreement.Also,you may use an Online Stop Payment Service, m which is subject to the Online Stop Payment section of this Booklet. If you use telephone, mail or facsimile transmission to request a stop payment,you agree that your stop payment request is subject to the terms described in the Account Agreement for requesting stops by telephone or mail. If some, but not all, of the information in your stop payment request matches a check which has been presented for payment (for example,the Magnetic Ink Character Recognition (MICR) serial numbers match and the dollar amounts do not match),we may contact you to request a decision on whether or not to pay the check. If any such suspect check is not to be paid,you must promptly instruct us not to pay, or to direct a Controlled Disbursement Point not to pay, the suspect check. If you do not, the suspect check may be paid. DISBURSEMENT IMAGE Our Disbursement Image Services will make available to you digital images of checks and drafts paid against specified accounts. Such images may be made available to you by online transmission or by CD-ROMs containing images you may access using image CD-ROM Software. Check and draft images will be made available to you at such times as you request and we agree. If an image of a check or draft is missing or is illegible,we will provide you a microfilm copy upon your request.Your request must include the account number, the check serial number, the exact amount (dollars and cents) of the payment and the date the payment was made.We may assess a fee for copies provided to you.We will not be liable for failure to provide copies by a given time or for failure to provide copies we are not reasonably able to provide. Notwithstanding the Limitation of Liabilities section of this Booklet,we will not be liable for damages arising under any Disbursement Image Service in excess of the amount of the check, draft or miscellaneous debit giving rise to your damage claim.Any such claim must include the account number,the check serial number,the exact amount (dollars and cents) of the payment, the date the payment was made, the name of the payee, a detailed explanation of how the claimed loss occurred and the name, address and phone number of the payee to whom you cannot prove payment was made. Notwithstanding the Termination section of this Booklet, in the case of a Disbursement Image Service using CD-ROMs,termination of such Service upon 30 days notice may not be effective earlier than the first day of the statement period immediately following the statement period during which such notice is given. ELECTRONIC BILL PAYMENT CONSOLIDATION Our Electronic Bill Payment Consolidation Service consolidates, reformats and delivers remittance information and other data related to payments received from Bill Payment Service Providers for credit to your account. Detailed information regarding the Service is available in the applicable User Documentation. j You agree that you will authorize Bill Payment Service Providers to deliver payments, remittance information and other related data to us for us to provide this.Service to you. You may also elect to have information of another company/organization reported through this Service. If you do so,you agree that you and the other company/ organization will authorize the Bill Payment Service Providers to deliver payments, remittance information and other related data to us for us to provide this Service to you. Remittance information and other data related to payments will be delivered to you in a mutually acceptable form and manner. If you are unable to post any payments to your customers' accounts,you must promptly return such payments to us.You shall pay us immediately for the amount of any returned payments which we previously credited to your account. ELECTRONIC DATA INTERCHANGE (EDI) Our EDI Services allow you to disburse funds and/or deliver payment-related information to your receivers, electronically or by paper, by sending payment requests or payment-related information to us as described in the applicable User Documentation. These Services also allow you to access payments-related and remittance-related information in mutually acceptable formats received from your receivers or customers and,where available, to match specified receivables and payables against payments. For the web-based remittance advice delivery service,you are responsible for enrollment of your receivers on the service. During enrollment you will review and verify the accuracy of all enrollment information provided by your receivers on the specified website. Upon completion of enrollment, you authorize us to deliver the confidential passwords and identifiers to your enrolled receiver to access the specified website.Your receiver must keep such passwords and identifiers confidential.We will be fully protected in relying on the correct user identification codes and passwords. SENDING PAYMENTS AND RELATED INFORMATION When you wish to pay your receivers,you transmit a data file to us, containing instructions for your payments, in the format and by the cutoff times specified in the applicable User Documentation.When we receive a file from you under an EDI Service, we perform certain edits on the data,translate it into the appropriate format and/or medium and send the data to the payment system specified by you, except that we may use any means of transmission,funds transfer system, clearing house or intermediary bank we reasonably select. On the specified dates,we issue your payments in the required formats. You control the content of any payment-related information you send tows and are solely responsible for the accuracy of such information.You are solely responsible for storage of all data relating to such information so that it can be made available to individual receivers upon request. M For the web-based remittance advice delivery service, we act as an intermediary to make I, data and information available to or from you or your enrolled trading partners reasonably promptly after receipt of such information. We make the information available to your enrolled receivers on the specified website within one Business Day of receipt. The information will be available on the specified website for the time periods specified in the applicable User Documentation.We will not alter the content of any information that we receive from you or the trading partner.We are not responsible for the accuracy of any of the information that we receive. Payment requests originated via the EDI Services will be subject to the terms and conditions for the underlying payment Services (Check Issuance,ACH and/or Wire Transfer and International Electronic Funds Transfer) as described in their respective sections of this Booklet. RECEIVING REMITTANCE INFORMATION Remittance information can be delivered to you in a mutually acceptable form and manner and will be covered under the Information Reporting section of this Booklet. ELECTRONIC FOREIGN EXCHANGE Our Electronic Foreign Exchange Service allows you to initiate FX Requests over the internet or by telephone. By accessing our website,you can request that we provide an FX Transaction quotation, and by accepting our quotation you can electronically enter into FX Transactions, all in accordance with the instructions provided in the applicable j User Documentation. AUTHORIZED PERSONS Before using an Electronic Foreign Exchange Service,you give us, by completing the applicable Application, a written list of the persons authorized by you, including the Security Administrators,to perform certain duties in connection with the Electronic Foreign Exchange Service. SECURITY PROCEDURE You agree to use the Security Procedure, if any,when you send us FX Requests. The purpose of the Security Procedure is to verify the authenticity of FX Requests delivered to us in your name and not to detect errors in the transmission or content of the FX Requests. Each time you use an Electronic Foreign Exchange Service,you represent and warrant that, in view of your requirements,the Security Procedure is a satisfactory method of verifying the authenticity of FX Requests. You agree that we may act on FX Requests, even if they are unauthorized, if we act in good faith and comply with the applicable Security Procedure and any written agreement with you restricting our action on FX Requests. In such cases,we may enforce or retain your payment to us for such FX Requests; provided, however,we may not enforce or retain payment if you prove that the unauthorized FX Requests were not caused by a person (i) entrusted at any time to act for you with respect to FX Requests or the applicable Security Procedure, (ii)who obtained access to your premises, computer equipment or transmitting facilities or (iii) who obtained, from a source controlled by you, information (such as keys and passwords)which facilitated breach of the applicable Security Procedure. EFFECTIVENESS OF FX TRANSACTIONS You deliver FX Requests to us through the Service and we send you a quotation that you can accept electronically.You must follow all system instructions, procedures and warnings delivered to you on the website provided for the Service. Once we receive your acceptance of our quote,we send you our deal acknowledgment in accordance with the applicable User Documentation, and the FX Transaction will be binding and effective. The FX Transaction is not completed until we send this acknowledgment.You are responsible for contacting us outside the Service if you have not received our electronic acknowledgment within the time specified in the applicable User Documentation (or in the absence of such specification within a reasonable time).We will book FX Transactions at our New York office. Notwithstanding anything to the contrary in this Booklet,we reserve the right to withdraw the Service or terminate your access to the Service at any time without notice. ACCOUNT DEBITS You must have Collected and Available Funds in your account which,when added to funds which may be made available under a line of credit, are sufficient to cover your FX Requests.You may initiate an FX Request only if the offsetting debit to your account, including the available line of credit,will not cause you to exceed the account balance according to your records. If your records and ours disagree regarding the account balance, our records will control for purposes of our processing the FX Request. Unless you have available funds under a line of credit with us,you are obligated to pay us the amount of any FX Request once we receive your FX Request.We will debit the account you specify for the amount of your payment before we process your FX Request. If,for any Business Day, we receive more than one FX Request and/or other items payable from your account, we may debit your account for such FX Requests and items in any sequence we determine in our sole discretion. If you have available funds under a line of credit with us, we will debit your specified account for the amount of your payment on the settlement date of the FX Transaction. Prior to the settlement date,you can request a change to the specified settlement account for the FX Transaction by using the website for the Service.We will not be obligated to implement such a change, and the change will not be effective until we have had a reasonable opportunity to review and act upon your request. REJECTION OF FX REQUESTS We may reject any FX Request which does not comply with the requirements of this Booklet or the applicable User Documentation, including any processing limits described fn such User Documentation, or which we have been unable to verify through use of the Security Procedure.We also may reject any FX Request which exceeds the Collected and Available Funds (including funds made available under a line of credit) on deposit with us in the applicable account. Notice of rejection is given to you by telephone, by electronic means, by facsimile or, in event such notice cannot be given by any of those means, by mail. Notices of rejection will be effective when given. CONFIRMATIONS AND SETTLEMENTS You agree that FX Transactions effected through the Service are automatically confirmed and do not require any further confirmation. Foreign exchange transactions effected by a method other than the Service may also be confirmed on the website for the Service in accordance with the User Documentation.Your electronic confirmation of each such foreign exchange transaction shall have the same effect as if you had received a written confirmation from us and had reviewed, manually signed and returned the signed confirmation to us. INTERRUPTION OF COMMUNICATIONS In the event of a service interruption involving the Service,you may effect FX Transactions, confirm FX Transactions, and specify settlement instructions by contacting one of our trading rooms or operations centers by telephone as designated in the applicable User Documentation. INFORMATION REPORTING Our Information Reporting Services make certain account, transaction and related information available to help you control and manage your accounts and in connection with any questions raised by you via such Services.This may include information generated from other Services you use.You may have information reported directly to you or,with certain of our Information Reporting Services, reported at your direction to another financial institution or other entity. Detailed information regarding an Information Reporting Service is available in the applicable User Documentation. ACCOUNTS OF OTHER COMPANIES/ORGANIZATIONS You may elect to have accounts of another company/organization reported to you with any of our Information Reporting Services.You agree that, for each such account,the company/organization will provide us with its written authorization, in a form acceptable to us, for us to make that company's account information available to you. However,you do not need to provide us such written authorization if the other company is a U.S. Subsidiary and its accounts are domiciled in the United States of America. In that case, you represent and warrant that such other company is a U.S. Subsidiary and that it has authorized us to make its account information available to you. ACCOUNTS AT OTHER BANKS You may also elect to have your accounts, or accounts of another company/organization, maintained at another financial institution reported through certain of our Information Reporting Services. If you do so,you agree that you and the other company/organization will authorize the other financial institution to make the reporting information available to us and to take all other actions necessary for us to provide Information Reporting Services to you. THIRD-PARTY INFORMATION If you gain,through your use of one or more Services, access to any information relating to any person other than us,you or any of your Subsidiaries which have authorized your receipt of such information,you agree that you will treat such third-party information as strictly confidential and you shall not disclose it to any person outside your company or to any persons within your company except those who have a need to know. Further,you shall ensure that adequate measures have been taken to prevent the unauthorized use of any such third-party information.You agree that you will not use any such third-party information for your own purposes other than in a communication to us relating to the Service. LOCKBOX Our Lockbox Services involve the processing of checks and other payment instruments, such as drafts,that are received at a Lockbox Address or by special arrangement with us, excluding without limitation the processing of cash, stock certificates and tangible valuables.With a Lockbox Service,you instruct your customers to mail checks and other payment instruments you want to have processed under a Service to the Lockbox Address.We are not liable to you for losses you suffer if anything other than checks or other payment instruments are sent to the Lockbox Address.We and/or our agents will have unrestricted and exclusive access to the mail sent to the Lockbox Address. If we receive any mail containing your lockbox number at our lockbox operations location (instead of the Lockbox Address),we may handle the mail as if it had been received at the Lockbox Address. PROCESSING We will handle checks received at the Lockbox Address according to the applicable Account Agreement, applicable User Documentation and our availability schedule, as if the checks were delivered by you to us for deposit to your designated account, except as modified by this Booklet. We will open the envelopes picked up from the Lockbox Address and remove the contents. Checks and other documents contained in the envelopes will be inspected and handled in the manner specified in the set-up documents for the applicable Lockbox Address.We capture and report information related to the lockbox processing,where available, if you have specified this option in the set-up documents.As appropriate,we will endorse all checks we process on your behalf and deposit them in the account you designate for the applicable Service. If we process an unsigned check as instructed in the set-up documents, and the check is paid, but the account owner does not authorize payment,you agree to indemnify us,the drawee bank(which may include us) and any intervening collecting bank for any liability or expense incurred by us or such other bank due to the payment and collection of the check. If this option is available and if you instruct us not to process a check bearing a handwritten or typed notation "Payment in Full" or words of similar import on the face of the check,you understand that we have adopted procedures designed to detect checks bearing such notations; however, we will not be liable to you for losses you suffer if we fail to detect checks bearing such notations. Unless we agree otherwise, each Business Day we will prepare and send remittance materials (images via internet, electronic file and/or paper packages) relating to the Lockbox Address to you at the address you specify for that Lockbox Address.The material will include, but is not limited to, any checks not processed in accordance with the set-up documents plus information regarding the deposit for the day. For the wholesale Lockbox Service,the package will also include invoices and other materials received at the Lockbox Address. ACCEPTABLE PAYEES For the Lockbox Address,you will provide to us the names of Acceptable Payees.We will process a check only if it is made payable to an Acceptable Payee and if the check is otherwise processable. In some jurisdictions outside the United States, an Acceptable Payee is limited to you and limited variations of your name. In all other jurisdictions, including the United States,you warrant that each Acceptable Payee is either you or your affiliate. If an Acceptable Payee is your affiliate, then you also warrant that such Acceptable Payee has authorized checks payable to it to be credited to the account you designate for a Lockbox Service.We may require written authorization from any such Acceptable Payee. We may treat as an Acceptable Payee any variation of any Acceptable Payee's name that we deem to be reasonable. ONLINE STOP PAYMENT Our Online Stop Payment Services allow you to electronically place or cancel a Stop Payment Request.This is in addition to your ability to make stop payment requests in person, by telephone or in writing as described in your Account Agreement. A Stop Payment Request will not be effective until we review our records for the time period specified in the applicable User Documentation, determine that the check has not been paid during that period and respond to you with an online status of your request of "accepted" (rather than "rejected" or"pending"). A Stop Payment Request terminates at the end of the period designated in the applicable User Documentation, unless the Stop Payment Request is renewed or canceled earlier.A Stop Payment Request is canceled automatically when the account on which the check is drawn is closed or transferred. REQUESTING STOP PAYMENTS You will include in each Stop Payment Request the Magnetic Ink Character Recognition (MICR) serial number and exact amount (dollars and cents) of the check for which payment is being stopped and the account number on which the check is drawn.You understand and agree that we can only stop a check that shows exactly the same MICR 1 serial number and amount as that included in the related Stop Payment Request since our computer system identifies a check on the basis of the MICR serial number and the exact amount of the check. You will review your account statements prior to transmitting any Stop Payment Request. You will not transmit any Stop Payment Request relating to a check that has been shown to be paid on such statements. In some cases,we may pay a check even if a Stop Payment Request is in effect. For example, if one of our branches (or banking centers) or affiliates becomes a "holder in due course" of the check that you asked us to stop,we may still pay the check. The procedures for placing and acknowledging Stop Payment Requests are described in the applicable User Documentation. If you use any Online Stop Payment Services with respect to an account connected to a Controlled Disbursement Service,you must follow the procedures in this section rather than the Stop Payment procedures in the Controlled Disbursement Services section. POSITIVE PAY Our Positive Pay Services allow you to identify exception items, to request photocopies and/or electronic images of exception items and to instruct us whether to pay or return those items. In many locations, if you send us an issue file,your information may be made available at the teller line.This is called "Teller Positive Pay",which helps identify fraudulent checks that are presented for payment at many of our banking centers.With Teller Positive Pay, the decision whether to pay such an item may be made by us at the teller line. On each Business Day, we provide you a report of checks presented to us for payment on the prior Business Day and which we have identified as exceptions based on information you have provided to us and as more fully described in the applicable User Documentation. Exceptions are determined by comparing checks presented to us (either by other depository institutions or, where applicable, for cashing at one of our banking centers)with lists of checks issued or canceled by you which you transmit electronically to us each Business Day by the time specified in the applicable User Documentation. Alternatively,where available,you may choose an option under which we report all checks presented for payment, in which case we will treat all such checks as exception items. On the same day we report exception items to you,you must notify us,by the deadline specified in the applicable User Documentation,which checks you want us to pay or which to dishonor and return. If you fail to notify us by the deadline, we will handle the exception items in accordance with the prescribed default procedure (which you may choose where the choice is available).Where required,you will indicate which checks you want us to return, having been deemed by you to be fraudulent. Our deadlines, default procedures and procedures for acknowledging pay and return requests are described in the applicable User Documentation. In order to assist you in making your decision whether we should pay or return exception items,you may request a copy of any exception item. AUTHORIZED PERSONS Before using a Positive Pay Service,you give us a written list, in a form acceptable to us, of the persons authorized by you to perform certain duties in connection with such Service. ONLINE OPTION You may access the daily reports of exception items via one of our online systems. Using that system,you must then notify us which exception items to pay or which to return. You may request photocopies of exception items,which we will fax to you, as more fully described in the applicable User Documentation.Where available,you may arrange to receive and display electronic images of exception items. MANUAL OPTION We provide you a report of exception items.You must then notify us which items to pay or which to return. ACKNOWLEDGMENTS You authorize us to return checks or to pay checks in accordance with your instructions and the default procedure in the applicable User Documentation. We will have no liability for payment of a check which is unauthorized or fraudulent if(i) the check is included in a report of exception items, (ii)you have not selected a return default for exception items i and (iii)you do not give us timely instructions to return the check. You acknowledge that our Positive Pay Services do not preclude our standard check processing procedures, which may cause a check to be dishonored even if your instructions or the default procedure do not otherwise require us to return such check. You acknowledge that, if you have our Teller Positive Pay Service, the decision whether to pay or not pay an item may be made by us at a banking center. If you decline to use a Teller Positive Pay Service offered by us or fail to meet your applicable issue file deadlines in the User Documentation,you also acknowledge that, as between you and us,you will bear the full loss on checks which are drawn on your accounts with us and paid by us in good faith if the checks are counterfeits or bear unauthorized alterations to the amounts or unauthorized maker signatures, even if such checks would otherwise be exception items. You acknowledge that our Positive Pay Services are intended to be used to identify and return checks which you suspect in good faith are fraudulent.They are not intended to be used as a substitute for stop payment orders on checks which are not suspected in good faith to be fraudulent. If we suspect or deem, in our sole discretion, that you are using these Services contrary to those intentions,we may require you to provide evidence that checks we return pursuant to your instructions or the return default, if applicable,were in fact fraudulent. In addition,we may hold you liable for losses we sustain on checks which we are requested to return under these Services and which you do not reasonably establish as fraudulent checks. We will use reasonable efforts under the circumstances to respond promptly to proper requests for copies of exception items if image items are unavailable, but you acknowledge that our failure to provide copies does not extend the deadlines by which you must notify us of your pay/no-pay decisions. RECLEAR Our Reclear Service resubmits a check or other payment instrument to the financial institution on which it was drawn if the check or payment instrument has been returned to us unpaid with the notation "refer to maker", "nonsufficient funds" or "uncollected funds". Generally,we will not notify you that such an item has been returned to us unpaid before we reclear it. If a recleared item is returned to us a second time,we will charge your account for the total amount of the check or payment instrument.We generally total your returned items each day, debit your account for the total amount and then send the returned checks and payment instructions to you.The items we send to you serve as your notice of the nonpayments. RE-PRESENTMENT CHECK (RCK) Our RCK Services allow you to collect eligible RCK checks that have been returned for insufficient or uncollected funds, using the ACH Services within the United States of America, as described in the applicable User Documentation.The creation of the RCK Entries on your behalf by us using the ACH Services will be subject to the terms and conditions of the ACH Service section of this Booklet, including but not limited to the Security Procedures requirements described in that section.The capitalized ACH terms appearing in italics below are defined in the NACHA Rules. YOUR RESPONSIBILITIES You authorize us to create RCK Entries on your behalf as provided in the User Documentation and the NACHA Rules.You are deemed to be the Originator under the NACHA Rules, and on each day you use a Service,you represent and warrant that (i)you have obtained all necessary authorizations from the Receiver prior to the initiation of any corresponding ACH Entry for a RCK and (ii)you accept as Originator all liability corresponding to the representations and warranties we as ODF1 make under the NACHA Rules regarding RCK. You shall pay us for the amount of any returned debit Entries (including rejected debit Entries) or any adjustment Entries accepted by us and which we have previously credited to your account.Such amounts shall be immediately due and payable by you to us. Returned debit Entries appear on your reports to the extent agreed by you and us, and you agree that we do not need to send a separate notice of debit Entries which are returned unpaid. COMPLIANCE WITH NACHA RCK RULES AND LAWS You agree to comply with the NACHA Rules for all Entries whether or not an Entry is sent through the ACH network.You act as an Originator and we act as an ODFI with respect to Entries.The NACHA Rules govern if they conflict with this Booklet, except that the file specification requirements in the User Documentation govern if they conflict with the NACHA Rules. Each time you use an RCK Service (i)you warrant that you have obtained the appropriate authorization from each Receiver and the Entries conform to the authorization and comply with the NACHA Rules and (ii)you make the same warranties to us as we make under Section 2.2 or any successor section of the NACHA Rules. TAX PAYMENTS Our Tax Payment Services allow you to instruct us, using a touchtone telephone or our Software on your computer,to pay any of your taxes which are reported or filed using the tax forms as more fully described and specified in the applicable User Documentation. Based on your Tax Payment Instructions,we prepare and remit your tax deposits. Each of these Services is described in the applicable User Documentation. SECURITY PROCEDURE You agree to use the Security Procedure, if any, when you deliver Tax Payment Instructions and, as provided in the applicable User Documentation, cancellation requests to us.The purpose of the Security Procedure is to verify the authenticity of Tax Payment Instructions or cancellation requests and not to detect errors in the transmission or content of these messages.You represent and warrant each time you use a Tax Payment Service that, in view of your requirements, the Security Procedure is a satisfactory method of verifying the authenticity of these messages.You agree we may act on any Tax Payment Instructions or, as provided in the applicable User Documentation, cancellation requests, the authenticity of which we have verified through the use of the Security Procedure. CUTOFF TIMES You must comply with the deadlines specified in the applicable User Documentation for initiation of Tax Payment Instructions. If a Service allows you to send instructions to us after the cutoff time, or on a non-Business Day,we may treat these instructions as if we received them on the next Business Day. COMMUNICATION EXPENSE AND RISK Transmission of Tax Payment Instructions to us will be at your expense, except that we may provide a toll-free number telephone service. If that service is disrupted for any reason,you have the responsibility and risk of using alternative means of communicating Tax Payment Instructions to us accurately and in time for us to perform any Tax Payment Service. 1 REQUIRED INFORMATION You will furnish us with all required information and authorizations at the times, in the manner and with the content specified in the applicable User Documentation. TAX FORMS AND REMITTANCES After we have received complete Tax Payment Instructions from you, we prepare the related tax forms (which may be on a magnetic tape or by electronic transmission as authorized by the Internal Revenue Service or other tax authority, as applicable) for submission to the appropriate tax authority. If permitted by the input method,you may specify a settlement date in accordance with the User Documentation. If you use a touchtone phone as your input method,you may request a specified settlement date by calling the designated customer representative for the applicable Tax Payment Service. For purposes of these Services, settlement date means the date you specify that the taxing authority's account is to be credited. If you do not specify a settlement date,we will pay the amount you specify on or before the tax due date. If you specify the settlement date, payment will be made on the settlement date. ACCOUNT DEBITS If you do not specify a settlement date,we debit your account for any tax payment on the Business Day of transmission. If you specify a settlement date,we generally debit your account on the settlement date unless you are prefunding your tax payments. Prefunding means that you pay for all tax payments by such time before the settlement date as we may specify. At our discretion, we may at any time without notice debit your account on the Business Day that Tax Payment Instructions are transmitted to us (or on any other later date). If we debit the funds on the transmission date (or any other date before the payment date), we hold the funds as a deposit liability to you, and not as trust funds, until the date when we remit the funds to the appropriate tax authority.We will not pay you interest on the funds. We reserve the right to debit your account and to make a tax payment on your behalf earlier than the tax due date if the information in your Tax Payment Instruction is unclear or inadequate to permit us to determine the later due date under the applicable Tax Payment Service or if we otherwise reasonably decide that any delay in the payment of the tax may expose you to liability for a tax penalty. In such case we will not be liable to you for any lost use of funds. REJECTION OF INSTRUCTIONS We may reject your instructions during or immediately after transmission to us if they do not comply with the requirements of this Booklet or the applicable User Documentation or which we have been unable to verify through use of the Security Procedure.You will be informed of any such rejection only as specified in the applicable User Documentation, and no other notice of rejection will be provided. In addition, we may decline to perform any Tax Payment Service or to report any tax,file any tax form, or pay any related tax for you, even if we have received instructions to do M so, if the tax payment and our related service fees and charges exceed the Collected and Available Funds on deposit in your account or your ACH processing limit. If we reject a Tax Payment Instruction for that reason,we will promptly notify you by telephone or facsimile transmission in which case we will not be liable to you for the tax payment, any interest on the amount of your tax liability, or for any tax penalty imposed on you in connection with the tax liability.You agree these means of communication are a reasonable means of notifying you. CANCELLATION Subject to the provisions in the User Documentation,you may cancel a Tax Payment Instruction prior to disconnection of the telephone call in the case of an instruction initiated by touchtone telephone or prior to transmission to us of an instruction initiated through your computer. Thereafter, a Tax Payment Instruction may be canceled only if: • The tax payment has not been remitted, credited or otherwise made available to a tax authority; • A request to cancel provides sufficient information for us to effect the request; and • The request is received by us by telephone or, at the option of either you or us, in writing (including facsimile transmissions) in time (but in no event later than the deadline specified in the applicable User Documentation) to afford us a reasonable opportunity to effect the request. OVERPAYMENTS If we make an overpayment of your tax liability due to our error, we will recredit your account for the amount of the overpayment, and you agree to take such actions as we reasonably request to obtain a refund of the overpayment and to arrange for payment of such refund to us. In any event,you agree to repay us for any overpayment upon the earlier of(i) your recovery of such overpayment or(ii) the application of the related tax credit to another of your tax payment obligations. RECORDS AND NOTICE OF ERRORS We will provide you with statements and confirmations containing information about your tax payments in accordance with and subject to the applicable User Documentation. Nothing in this Booklet relieves you of any duty imposed by law or contract regarding the maintaining of records or from employing adequate audit, account and review practices customarily followed by similar businesses.You will promptly review for accuracy all records, information and statements delivered from time to time to you by us. You must send us written notice,with a statement of relevant facts,within 14 days after you receive the first notice or statement indicating a discrepancy between our records and yours. If you fail to give the required notice,we will not be liable for any loss of interest or for any compensation for any other loss or cost relating to an unauthorized or erroneous debit to your account or because of any other discrepancy in the notice or account statement.You must notify us promptly by telephone, confirmed in writing, if (. m you learn or discover from any source other than a notice or statement from us of information concerning an unauthorized or erroneous debit to your account. SUPPLEMENTAL LIMITATION OF LIABILITIES For each Tax Payment Service,this section supplements the Limitation of Liabilities section of this Booklet. If any Tax Payment Service is interrupted for any reason and you are unable to complete transmission of your Tax Payment Instruction to us,you will not be relieved of your obligation to make any tax payment otherwise contemplated to be made by such Service. We will not incur any liability if you fail to make any required tax payment by other means in the event of such interruption. WIRE TRANSFER AND INTERNATIONAL ELECTRONIC FUNDS TRANSFERS This section applies to our U.S. domestic and worldwide wire and internal funds transfer services and to our International Electronic Funds Transfer Services outside the United States of America. It does not apply to ACH Services within the United States of America, which are covered in the "Automated Clearing House (ACH)" section of this Booklet. Wire Transfer and International Electronic Funds Transfer Services permit you to transfer funds electronically and, as appropriate, to transmit related messages as more fully described in the applicable User Documentation.These transfers are typically from your accounts with us to other accounts at our bank, at our affiliated banks or at other eligible banks.These transfers may also include transfers to your accounts with us from your accounts at other banks.These transfers may be made according to a specific request from you or according to your standing instructions (which may include daily sweeps from your accounts at our affiliated banks to your account with us).They also may be low-value batch payments made according to multiple requests within a single electronic data file for transfers to or from your accounts. MULTIBANK The Multibank Service permits you to relay through us your instructions to another bank to wire transfer funds from one of your accounts held at that other bank.Where feasible, we will reformat your instructions for SWIFT and relay it by SWIFT to the appropriate bank, subject to the Business Day schedules for us, SWIFT and the paying bank. Otherwise, we will use whatever means or medium we deem appropriate, including use of third-party facilities,to relay your instructions to another bank. Before using the Multibank Service,you must provide us with the account number and bank name for each account to be debited using this Service.You also must provide the bank holding the debit account with express,written authorization (with a copy to us where requested)to act on instructions we send to it under this Service.You agree that we may rely on that authorization until we have had a reasonable opportunity to act on notice that it has been revoked. Multibank instructions are not payment orders to us, and we have no obligation to execute,transmit or accept any payment orders made to us under the Multibank Service. We reformat and transmit your payment order to another bank, and we have no duty to do so if your request is defective, incomplete, erroneous or inconsistent with the terms of this Booklet.We may act on your Multibank instructions as we reasonably consider appropriate notwithstanding any error, omission, defect or lack of clarity in its terms and even if the instructions appear to duplicate other Multibank requests.You agree that your indemnity of us, as set forth in the "Protection From Third Parties" section of this Booklet, applies to any claims by another bank based on our sending a Multibank instruction containing any error,omission, defect or lack of clarity. If you wish to cancel or amend a payment order set forth in a Multibank instruction,you must contact the bank to which the payment order is directed and act in accordance with its procedures. Reports on Multibank instructions which we have processed will be included in an Information Reporting Service which you have arranged to use. COMPLIANCE WITH RULES AND LAWS You agree to comply with all applicable payment system rules, including the national payment system rules and any other applicable laws and regulations of the receiving country of your transaction.You also agree to comply with the authorization and notice requirements applicable to any Request to debit another person's account. AUTHORIZED PERSONS Before using a Wire Transfer or International Electronic Funds Transfer Service, you give us a written list, in a form acceptable to us, of the persons authorized by you to perform certain duties in connection with such Service. SECURITY PROCEDURE You agree to use a Service in accordance with the relevant Security Procedure, if any.The purpose of the Security Procedure is to verify the authenticity of Requests delivered to us in your name and not to detect errors in the transmission or content of Requests.You represent and warrant each time you use a Wire Transfer or International Electronic Funds Transfer Service that, in view of your requirements, the Security Procedure is a satisfactory method of verifying the authenticity of Requests. You agree that we may act on Requests, even if they are unauthorized, if we act in good faith and comply with the applicable Security Procedure and any written agreement with you restricting our action on Requests. In such cases, we may enforce or retain your payment to us for such Requests; provided, however, we may not enforce or retain payment if you prove that the unauthorized Requests were not caused by a person (i) entrusted at any time to act for you with respect to Requests or the applicable Security Procedure, (ii)who obtained access to your premises,computer equipment or transmitting facilities or (iii)who obtained, from a source controlled by you, information (such as keys and passwords) which facilitated breach of the applicable Security Procedure. ACCOUNT DEBITS You must have Collected and Available Funds in your account which,when added to funds which may be made available under a line of credit, are sufficient to cover your i m Requests.You may initiate a Request only if the offsetting debit to your account, including the available line of credit,will not cause you to exceed the account balance according to your records. If your records and ours disagree regarding the account balance, our records will control for purposes of our processing the Request. You are obligated to pay us the amount of any Request once we act on, other than to reject,your Request.At our discretion, we may at any time without notice require payment before we process your Request. Even if we have done so in the past,we are not obligated to process any Request without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. Prior to initiating any wire transfer Request to debit an account of a third party,you must provide us with documents, in a form acceptable to us, evidencing the third party's authorization. You will pay us for the amount of any returned or rejected debit transactions, or any adjustments,which we previously credited to your account. If, for any Business Day,we receive more than one Request and/or other items payable from your account, we may debit your account for such Requests and items in any sequence we determine in our sole discretion. ACTING ON REQUESTS We will use any means of transmission, funds transfer system, clearing house or intermediary bank we reasonably select to transfer funds. After we receive a Request by the applicable processing deadline (as specified in the applicable User Documentation), but no later than the value date stated in your Request (if such date is not earlier than the day such Request is received), we will act upon such Request by making applicable accounting entries or by transmitting payment instructions to the applicable bank or other party. If applicable, our acting on your Request will also be subject to the business day schedule of any of our banking centers or affiliates holding an account to be debited or credited under a Service.We may treat Requests we receive after a deadline as if we received them on the next Business Day. International Electronic Funds Transfers will be deemed received by us when we receive the complete electronic data file at the location specified in the applicable User Documentation. REJECTION OF REQUESTS We may reject any Request which does not comply with the requirements of this Booklet or the applicable User Documentation, including any processing limits described in such User Documentation, or which we have been unable to verify through use of the Security Procedure.We also may reject any Request which exceeds the Collected and Available Funds (including funds made available under a line of credit) on deposit with us in the applicable account.We may also reject any Request if it may be returned for any reason under the applicable national payment system rules of the receiving country of your transaction. Notice of rejection is given to you by telephone, by electronic means, by facsimile or by mail. Notices of rejection will be effective when given. CANCELLATION OR AMENDMENT j We have no obligation to cancel or amend Requests after we receive them or to cancel or amend any particular funds transfer requested by a standing instruction which is in effect. If you send us a Request instructing us to cancel or amend a prior Request and we are able to verify the authenticity of the cancellation or amendment Request using the Security Procedure,we will make a reasonable effort to act on that Request, but we will not be liable if it is not effected.You agree to indemnify us against and hold us harmless from any and all liabilities, claims, costs, expenses and damages of any nature, including Legal Expenses, we incur in connection with your Request to amend or cancel. Your obligations under this provision will survive termination of these Wire Transfer and International Electronic Funds Transfer Services. PROVISIONAL PAYMENTS Payment by us for any transaction we credit to your account is provisional until we receive final settlement for the transaction. If final settlement is not received, we are entitled to a refund and we may charge your account for the amount credited.We may delay the availability of any amount credited for a transaction if we believe that there may not be sufficient funds in your account to cover chargeback or return of the transaction. INCONSISTENCY OF NAME AND NUMBER A beneficiary's bank(including us when we are the beneficiary's bank) may make payment to a beneficiary based solely on the account or other identifying number.We or an intermediary bank may send a Request to an intermediary bank or beneficiary's bank based solely on the bank identifying number.We, any intermediary bank and any beneficiary's banks may do so even if the Requests include names inconsistent with the account or other identifying number as long as the inconsistency is not known by us or such other bank. Neither we nor any other bank has a duty to determine whether a Request contains an inconsistent name and number. NOTICE OF ACCOUNT STATEMENT DISCREPANCIES Information concerning payments made pursuant to your Requests will be reflected in your account statements and, in some cases, in written or electronic advices and reports produced through one of our Information Reporting Services.You must send us notice, in writing or by electronic means approved by us for such purpose,with a statement of relevant facts, promptly after you receive the first notice or statement indicating a discrepancy between our records and yours. If you fail to give the required notice within 14 days,we will not be liable for any loss of interest or for any compensation for any other loss or cost relating to an unauthorized or erroneous debit to your account or because of any other discrepancy in the notice or account statement.You must notify us promptly by telephone, confirmed in writing, if you learn or discover from any source other than a statement, advice or report from us of information concerning an unauthorized or erroneous debit to your account. ELECTRONIC TRADE SERVICES Our Electronic Trade Services allow you to (i) initiate collections; (ii) instruct us to advise you of our receipt or confirmation, or the payment, of Export Letters of Credit and Advised Standby Letters of Credit received by us and naming you as beneficiary; (iii) request full or partial transfers of your Export Letters of Credit or full transfers of your Advised Standby Letters of Credit; (iv) prepare documents in connection with your Export Letters of Credit; (v) access reports on letter of credit transactions, open account transactions, collections and banker's acceptances; (vi) initiate open account transactions; (vii) instruct us to advise you of our receipt of purchase orders received by us and naming you as the supplier; and (viii) instruct us to issue standby and import letters of credit and guarantees. Detailed information regarding each Service is found in the applicable User Documentation. ADVISED STANDBY LETTERS OF CREDIT Our Advised Standby Letters of Credit Service allows us to advise you by electronic transmission of (i) our receipt of any standby letter of credit naming you as beneficiary; (ii) the status of any documents or payments with regard to any Standby Advised Letter of Credit; (iii) our confirmation of any such letter of credit; and (iv) any payment made pursuant to a drawing under any such letter of credit. You may elect to have standby advised letters of credit of a Subsidiary or other entity reported to you with our Electronic Trade Letters of Credit Service.You agree that the Subsidiary or other entity will provide us with a written authorization, in a form accept- able to us, for us to make that Subsidiary or other entity's information available to you. Full Transfers.You may request the transfer,without substitution of invoices, of all of your rights as beneficiary of Advised Standby Letters of Credit by submitting to us, for each transfer, a request providing the following information: • Standby Letter of Credit number • name of issuing bank • our advice number • name and address of second beneficiary's advising bank • name and address of second beneficiary • date of application If we approve the transfer,we will place the appropriate endorsement on the Advised Standby Letter of Credit and send it to the second beneficiary or send the second beneficiary a transferred letter of credit document prepared by us.The second beneficiary will have sole rights as beneficiary,whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. General.The Advised Standby Letter of Credit and the transfer must be subject to UCP or ISP98, and our rights hereunder are in addition to rights we have under UCP or ISP98, as applicable. You must provide us the original advised Standby Letter of Credit and any existing amendments.You understand that we may, at our sole discretion, refuse to approve any full or partial transfer to a second beneficiary.You acknowledge that due to conditions of the original Advised Standby Letter of Credit, certain proprietary information may be disclosed to the second beneficiary and/or to the applicant under the original Advised Standby Letter of Credit.We will have no liability to you in the event of such disclosure and, in such event,you will indemnify and hold us harmless from all claims of third parties.You acknowledge that your rights as beneficiary in the original Advised Standby Letter of Credit are irrevocably transferred to the second beneficiary(ies)who shall have sole rights. In that connection,your approval is not required for us to honor a discrepant presentation made by the second beneficiary. For our transfer fee,we may debit your account(s)with us,which you may designate subject to our reasonable approval.You also agree to pay us on demand any expenses which may be incurred by us in connection with this transfer. COLLECTIONS Our Electronic Trade Collections Service allows you to initiate a collection (as that term is defined in the Uniform Rules for Collections) by delivering an instruction to a collecting bank. The instruction will be on a form prescribed by us, but we will not have any responsibility or liability for the terms and conditions of any instruction;you accept all such responsibility and liability. Each collection will be governed by the Uniform Rules for Collections.You will promptly transmit to us a copy of the completed collection form and, upon our request,will provide to us copies of the underlying documentation. You represent and warrant to us as of the date you transmit the instruction form to us that the collection is not prohibited under the foreign asset control or other regulations of the United States of America or the applicable laws of any other jurisdictions. Upon our receipt of any payment of a collection,the amounts received (less related charges, disbursements and/or expenses) will be paid to you, except that if we are required to return any such payment received upon the insolvency, bankruptcy or reorganization of the presenting bank or collecting bank or other third party or for any other reason,you will repay to us the amount paid by you together with interest thereon from the date we returned the payment and so notified you at the rate specified by us in our schedule of charges. Unpaid items and related documents received by us may be returned to you by regular mail at the address specified in the Authorization and Agreement Certification form which accompanied this Booklet or such other address as may be notified by you in writing. EXPORT LETTERS OF CREDIT Our Export Electronic Trade Letters of Credit Service allows you to prepare export documents using electronic data captured through our electronic advise process and m allows us to advise you by electronic transmission of(i) our receipt of any Export Letter of Credit naming you as beneficiary, including the wording of an Export Letter of Credit so you can prepare export documents as per the Export Letter of Credit; (ii) the status of any documents or payments with regard to any Export Letter of Credit; (iii) our confirmation of any such letter of credit and (iv) any payment made pursuant to a drawing under any such letter of credit. You may elect to have export letters of credit of a Subsidiary or other entity reported to you with our Export Electronic Trade Letters of Credit Service.You agree that the Subsidiary or other entity will provide us with a written authorization, in a form acceptable to us, for us to make that Subsidiary or other entity's information available to you. You may prepare shipping documents based on your Export Letter of Credit advised details.You may then edit and locally print those documents and courier them to us for presentation. REQUESTS FOR TRANSFERS Partial Transfers.You may request the partial transfer,with or without substitution of invoices, of Export Letters of Credit by submitting to us, for each transfer, a request providing the following information: • whether the transfer is with or without substitution of invoices • Export Letter of Credit number • name of issuing bank • our advice number • name and address of second beneficiary's advising bank • amount to be transferred • description of merchandise subject to the transfer • name and address of second beneficiary • unit price • expiration date of transfer Export Letter of Credit • latest shipment date • number of days after shipment within which documents must be presented • insurance percentage (if applicable) • date of application If we approve the transfer,we will advise the second beneficiary of the terms and conditions of the transferred credit by full text teletransmission, mail/airmail or courier (as we deem appropriate). With respect to all partial transfers,whether with or without substitution of invoices,you may refuse to allow us to notify the second beneficiary(ies) of any future amendment(s) received under the original Export Letter of Credit. If you elect transfer with substitution of invoices,then, on our demand,you will deliver to us within one (1) Business Day your draft, commercial invoice and any other required documents in compliance with the terms of the original Export Letter of Credit.The draft and documents are in substitution of those presented by the second beneficiary.When (i) the documents of the second beneficiary and the substitution documents from the first beneficiary are determined to comply with the terms of the Export Letter of Credit or, if determined to be discrepant, are taken up by the issuing bank and (ii) we are in receipt of funds, we will pay you in accordance with your instructions for the amount of the difference between your draft and the draft of the second beneficiary, less any fees due and payable to us in connection therewith. If you fail, at our demand,to deliver to us your drafts, invoices and other required documents as stated above,you acknowledge our right to present invoices and other documents received from the second beneficiary in accordance with the instructions of the original Export Letter of Credit.You also understand that we will not pay you the difference between the amount of the draft of the second beneficiary and the amount authorized to be paid to you under the original Export Letter of Credit. Full Transfers.You may request the transfer,without substitution of invoices, of all of your rights as beneficiary of Export Letters of Credit by submitting to us, for each transfer, a request providing the following information: • Export Letter of Credit number • name of issuing bank • our advice number • name and address of second beneficiary's advising bank • name and address of second beneficiary • date of application If we approve the transfer,we will place the appropriate endorsement on the Export Letter of Credit and send it to the second beneficiary or send the second beneficiary a transferred letter of credit document prepared by us.The second beneficiary will have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. General.The Export Letter of Credit and the transfer must be subject to UCP and our rights hereunder are in addition to rights we have under UCP. You must provide us the original Export Letter of Credit and any existing amendments. You understand that we may, at our sole discretion, refuse to approve any full or partial transfer to a second beneficiary.You acknowledge that due to conditions of the original Export Letter of Credit, certain proprietary information may be disclosed to the second m beneficiary and/or to the buyer under the original Export Letter of Credit. We will have no liability to you in the event of such disclosure and, in such event,you will indemnify and hold us harmless from all claims of third parties.You acknowledge that your rights as beneficiary in the original Export Letter of Credit (up to the amount shown in your request with respect to partial transfers) are irrevocably transferred to the second beneficiary(ies) who shall have sole rights (but only up to the amount shown in your request in the case of a partial transfer). In that connection,your approval is not required for us to honor a discrepant presentation made by the second beneficiary. For our transfer fee,we may debit your account(s) with us,which you may designate subject to our reasonable approval.You also agree to pay us on demand any expenses which may be incurred by us in connection with this transfer. INFORMATION REPORTING We will make available to you, subject to the terms of the Information Reporting section of this Booklet, reports on import, export and standby letter of credit transactions, banker's acceptances, collections and open account transactions, as more fully described in the applicable User Documentation. OPEN ACCOUNT Our Electronic Trade Open Account Service permits you electronically to (i) inform us of your purchase order details, instruct us on examining import documents for compliance with your purchase orders and instruct us to pay the presenting party and (ii) receive notification of open account transactions initiated through electronic means. Purchase Orders.You will electronically transmit to us, in accordance with applicable User Documentation, files of purchase orders you have sent to your vendors with instructions to present documents to us.The electronic files will be in such format(s) and transmitted through such channel(s) as you have selected and we have approved. If you are not requesting us to issue an import letter of credit, each transaction will be flagged as an "open account" payment type. When we receive import documents, we will review them according to your purchase order terms. If and as provided by the open account payment type selected by you,we will match the import documents against the pertinent purchase orders housed on our electronic database in accordance with the parameters established by you and accepted by us.We will pay the presenting vendors as provided under the open account payment type selected by you from the following three types: • importer matching-you match the import documents against your copy of the pertinent purchase order and instruct us how much to pay to the presenter and when to pay; • bank matching-we match the import documents against our electronic file of the pertinent purchase order,following the parameters established by you; we then M electronically inform you, indicating whether they are compliant or non-compliant, and await your payment instructions; and • auto-pay-we match the documents as described above, and, if we determine they are compliant, make payment to the presenter, but only if you have sufficient Collected and Available Funds in the account you have designated for such purposes; if we determine that the documents are non-compliant,we make payment only upon your express instructions. Notification of Open Account Transactions.With respect to open account notification letters, we will notify you electronically of(i) our receipt of such notices naming you as vendor and (ii) any payments made pursuant to drawings under such open account transactions.We will notify your vendors by Trade Direct, fax, courier or mail as instructed by you. STANDBY AND IMPORT LETTERS OF CREDIT Our Electronic Trade Letters of Credit Service allows you to request us, by electronic or fax transmission, to issue an import or standby letter of credit or a guarantee. Each letter of credit or guarantee which we agree to issue will be for your account or the account of another entity you designate. Each commercial letter of credit we issue will be subject to the UCP and, when applicable,the eUCP, and each standby letter of credit we issue will be subject to the ISP98.As a condition to our agreement to issue a letter of credit or guarantee,we may require you at any time to make with us a cash deposit, which may not accrue interest or earnings credit, and to grant us a security interest in the underlying goods and documents of title and/or any other property or accounts as we reasonably determine as security for your obligations to us.A letter of credit may be issued by any of our authorized offices within or outside the United States of America.A guarantee may be issued by any of our authorized offices outside the United States of America. YOUR RESPONSIBILITIES You represent and warrant to us as of the date of issuance of each import letter of credit and each drawing that: • You or the importer has obtained all import and export licenses, registrations, filings and approvals required by any governmental authority for the goods and documents described in the letter of credit. • The transactions underlying the letter of credit are not prohibited under the foreign asset control or other regulations of the United States of America or the applicable laws of any other jurisdiction. You will obtain, or cause to be obtained, insurance covering fire and other usual risks on all goods described in each import letter of credit issued by us. You will reimburse us upon demand all monies paid by us under or in respect of each such letter of credit or guarantee, including payments on any draft, acceptance, order, instrument or demand drawn or presented under the letter of credit or guarantee.You will pay us on demand interest on all amounts paid by us or any other drawee under each letter of credit or guarantee from the date of such payment until we receive reimbursement at a rate per annum specified in the applicable User Documentation. You will reimburse us in the currency in which the letter of credit or guarantee is denominated (or, at our option,the equivalent of the denominated currency amount in U.S. Dollars or the currency of the country in which the letter of credit or guarantee was issued at the rate of exchange quoted by us in the city in which the letter of credit or guarantee was issued for the sale of the denominated currency against U.S. Dollars or such other currency on the date on which the denominated currency amount is paid by us). Regardless of the expiration of the letter of credit or guarantee,you will remain liable for all such amounts until we are released from liability to all persons entitled to draw or demand payment under the letter of credit or guarantee. You will pay us Legal Expenses incurred by us in connection with each letter of credit or guarantee including without limitation our defense of any proceeding initiated by you to enjoin payment or negotiation by us of a letter of credit or guarantee even if you are awarded such relief, provided only that we have acted in good faith in defending such action. If you request the issuance of a letter of credit or guarantee listing one of your Subsidiaries or another entity as the account party, each such request will be considered a request by you for the issuance of a letter of credit or guarantee, and you will assume all liabilities and obligations with respect to such letter of credit or guarantee.You represent and warrant to us that you will derive substantial economic benefit from each underlying transaction relating to each request for the issuance of a letter of credit or guarantee listing your Subsidiary or another person as the account parry.Your obligations under each letter of credit or guarantee will not be released or discharged if: • We attempt to collect any payment under such letter of credit or guarantee directly from the Subsidiary or such other entity. • Any bankruptcy, reorganization, insolvency, receivership, moratorium or other such action effecting creditors generally is filed by or against the Subsidiary or such other entity. • We receive payment from the Subsidiary or such other entity, but it is subsequently rescinded or must be returned by us. OUR RESPONSIBILITIES If we accept your request,we will issue the import or standby letter of credit as described in your electronic or fax transmission and pursuant to this Booklet and the UCP (with regard to import letters of credit) and ISP98 (with regard to standby letters of credit). If we accept your request, we will issue the guarantee as described in your electronic or fax transmission and pursuant to this Booklet. We will pay each commercial letter of credit pursuant to its terms,this Booklet and the UCP.We will pay each standby letter of credit pursuant to its terms, this Booklet and the ISP98.We will pay each guarantee pursuant to its terms and this Booklet. CHANGE OF LAW OR REGULATION If, subsequent to the issuance date of a letter of credit or guarantee,we determine that the introduction of or any change in the interpretation of any law, rule, regulation or guideline or the request of a central bank or other governmental authority will increase our costs relative to our providing the Electronic Trade Letters of Credit Service, as set forth below, then, on demand,you will pay us additional amounts sufficient (as determined by us)to compensate us for such increased cost. Such increased costs could include: (i) reserve, deposit, assessment or similar requirements or (ii) increases in capital adequacy requirements. DEPOSIT ON TERMINATION EVENT If there occurs an event which permits us, under the Termination section of this Booklet, to terminate this Service immediately,you will deposit with us, on demand and as cash security for your obligations to us, an amount equal to the aggregate undrawn amount of the letters of credit and guarantees issued by us in the same currency as the letter of credit or guarantee, or, at our option, its equivalent in U.S. Dollars or the currency of the country in which the letter of credit or guarantee was issued.You will not withdraw any amount so deposited except to the extent such amount exceeds the undrawn and unreimbursed amount of the letter(s) of credit and guarantees. If the amount deposited by you under this Booklet for a letter of credit is in a currency different than the currency in which the letter of credit or guarantee is payable and the amount so deposited becomes less than the value of the undrawn amount of the letter of credit or guarantee because of any variation in rates of exchange,you will deposit with us additional amounts in such other currency so that the total amount deposited by you under this Booklet is not less than the equivalent value of the undrawn amount of the letter of credit or guarantee, determined by using the rate of exchange quoted by us on the date of our latest demand. SUPPLEMENTAL LIMITATION OF LIABILITIES AND INDEMNIFICATION FOR ALL ELECTRONIC TRADE SERVICES For each Electronic Trade Service,this section supplements the Limitation of Liability section of this Booklet. You have sole responsibility for determining the level of security you require and assessing the suitability of the security procedures for these Services.We have no duty to investigate the authenticity of any application, instruction or other communication you provide us using an Electronic Trade Service.Also,we will have no liability to you for acting upon any application, amendment or other communication purportedly transmitted by you, even if such application, amendment or message: • Contains inaccurate or erroneous information. • Constitutes unauthorized or fraudulent use of an Electronic Trade Service. • Includes instructions to pay money or otherwise debit or credit any account. • Relates to the disposition of any money,securities or documents. { • Purports to bind you to any agreement or other arrangement with us or with other persons or to commit you to any other type of transaction or arrangement. We are authorized, but not obliged,to rely upon and act in accordance with any application, instruction, consent or other communication by fax or other electronic transmission (including without limitation any transmission by use of our Software or the internet) received by us purporting to be a communication on your behalf without inquiry on our part as to the source of the transmission or the identity of the person purporting to send such communication.We are also authorized, but not obliged, to rely upon and act in accordance with any application, instruction, consent or other communication by telephone, purporting to be a communication on your behalf by an authorized person designated by you. 1 GENERAL PROVISIONS CHANGES TO A SERVICE You may request us at any time to change the processing instructions for any Service.We are not obligated to implement any requested changes until we have had a reasonable opportunity to act upon them. In making changes, we are entitled to rely on requests purporting to be from you. For certain changes,we may require that your requests be in writing, in a form and manner acceptable to us, or be from an authorized person you designate. In addition, certain requests for changes may be subject to our approval. We may change, add or delete any of the terms and conditions applicable to any or all Services upon 30 days prior notice to you in writing or by electronic means.Your continued use of or failure to terminate any Service, after the effective date of the change,will indicate your agreement to the change. COMMUNICATIONS Any written notice or other written communication to be given under the terms of this Booklet will be addressed to the applicable address specified on the Authorization and Agreement form you return to us, except as you or we specify otherwise in writing in conjunction with your accounts or particular Services. Notices are effective upon receipt, except as otherwise provided in this Booklet or any Materials. You agree that we may electronically monitor and/or record any telephone communications with you in those countries which permit that practice. If our records about any such communication are different from yours, our records will govern. If you choose to use unencrypted electronic mail to initiate payment requests or other instructions or otherwise communicate with us,your use of such electronic mail with respect to a Service will be subject to the terms and conditions of this Booklet and will comply with the applicable User Documentation. In addition, you agree to bear the risk that such electronic mail may be corrupted, modified, garbled or hacked or its confidentiality may be breached by a third party and the risk that we will rely on such mail,which appears to be from you but which is unauthorized, and that such reliance will result in a loss. CONFIDENTIALITY OUR OBLIGATION We acknowledge that information we obtain from you in connection with any Service we provide to you under the terms of this Booklet may be confidential.We will maintain the confidentiality of such information in accordance with our normal procedures for safeguarding customer information and the policy reflected in the Bank of America Corporation Code of Ethics. YOUR OBLIGATION You acknowledge our claim to proprietary rights in the Materials and that the Materials constitute our "trade secrets" or trade secrets of our licensors or vendors.You understand that all Materials are confidential and you will: • Safeguard the Materials at all times. • Establish and maintain procedures to assure the confidentiality of the Materials and any password or code subsequently changed by you. • Use the Materials only for the purposes for which we provide them. • Notify us promptly by telephone, confirmed in writing, if any Materials are lost or their confidentiality is compromised. You will not, nor will you allow anyone else to, do any of the following without our prior consent: • Disclose any Materials to any person or entity, except to your employees and agents with a need to know the Materials. • Make any copies, in whole or in part, of any Materials in whatever form or medium (electronic, printed or otherwise) in which they may exist from time to time, except as provided in the Software License section. • Translate, reverse engineer, disassemble or decompile any Software or security devices. These confidentiality obligations continue after a Service you are using is terminated. You have sole responsibility for the custody, control and use of all Materials.You agree that no individual will be allowed to initiate a request or other instruction contemplated in this Booklet or to have access to any Materials without proper supervision and strict security controls. If a Service requires use of user identification codes or passwords,we will be fully protected in relying on the correct user identification codes and passwords, as described in the relevant User Documentation. GENERAL This section does not limit either party's ability to disclose information (i)that the other party has approved by prior writing for disclosure; (ii) that is disclosed to its professional advisors or auditors; (iii)that becomes public other than through a breach of these confidentiality obligations, (iv) that was in its possession or available to it from a third party prior to its receipt of it in connection with any Service, (v) which is obtained by it from a third party who is not known by it to be bound by a confidentiality agreement with respect to that information, (vi) as required or requested by any securities exchange or regulatory body to which either party is subject or submits or(vii) as otherwise required to be disclosed by law or by legal or governmental process. In addition,you agree (i)that we may disclose to our offices, affiliates, officers, employees and agents with a need to know any information we obtain about you and (ii) f m that those offices, affiliates, officers, employees and agents may disclose such information as permitted under the immediately preceding paragraph. You acknowledge and agree that data processing related to Services covered by this Booklet and your associated accounts may take place in countries other than those where you and your accounts with us are located.You further understand that information concerning your relationship with us may be available on our electronic data system both for information management purposes and in order to enable you to benefit from our electronic banking services.You understand and agree that, as a result,your banking relationship information may be available to some of our officers outside the country or countries where you and your accounts are located.You authorize us to transmit your banking relationship information across national borders, notwithstanding the banking secrecy laws of any of the countries involved, as necessary or appropriate to provide any Services. It is possible that in providing the Services we will transmit Personal Data.We will only transmit Personal Data to our locations,to locations of our affiliates or to others in order to provide the Services.We may contract with others to provide data transmission or storage services to us. In that case,we will require that they treat Personal Data solely in accordance with our instructions.You agree to comply with any directions we may give you from time to time with respect to the Personal Data. Neither party will use the other's name or refer to the other party directly or indirectly in any solicitation, marketing material, advertisement, news release or other release to any publication without receiving the other party's specific prior written approval for each such use or release, except that we may use your name as a reference in service proposals if we obtain your prior oral approval for such use. These obligations continue after any Service you are using is terminated. CURRENCY EXCHANGE RATES If a Request, an Entry, a check issued under the Check Issuance Services or a draft created under the Client-Printed Drafts Services involves a currency other than the currency in which the relevant account is denominated,your funds will be exchanged for such other currency at a current rate of exchange on or before the transfer or debit date, as the case may be, in accordance with our normal procedures (including applicable User Documentation). Currency exchange rates fluctuate over time, and you acknowledge and accept the risks of such fluctuations: (i) in the case of Requests, between the time you initiate a Request and the time the transfer is either completed or is unwound due to a cancellation, amendment, rejection or return, (ii) in the case of checks, between the time you request us to create a check and the time we debit your account to cover such check and/or the time we re-credit your account if the check is stopped in accordance with the applicable stop payment procedures and (iii) in the case of drafts, between the time you print a draft,or request us to print a draft, and the time we transfer funds from your account to cover such draft. FACSIMILE SIGNATURES In some countries, businesses use a variety of techniques to produce a facsimile signature manually or by means of a device or machine (each generally called a facsimile signature) as a convenient method for signing checks, documents and other items. If you choose to use a facsimile signature,you must provide us with a specimen of each facsimile signature. You are responsible for any withdrawal from your deposit account that bears or reasonably appears to us to bear your facsimile signature, regardless of by whom or by what means the signature was placed on the check. If you choose to use a facsimile signature, you are responsible even if you have not presented us with a specimen facsimile signature, or if the size, color or style of the check, or the size, color or style of the facsimile signature is different from that of the check or facsimile signature you use. We may pay the withdrawal and debit your account for it. You agree to compensate us for all losses, claims, damages or expenses, including Legal Expenses, that result from our payment of a withdrawal bearing a facsimile that reasonably resembles your facsimile signature. You are responsible for taking security measures and implementing procedures to prevent the forgery, theft or fraudulent or unauthorized use of your facsimile signature. GENERAL MATTERS AGREEMENT Except with respect to a click-wrap online privacy policy to which you agree when you use a Service through Bank of America DirectO, this Booklet constitutes and represents the entire agreement between you and us regarding the Services we provide you anywhere in the world and supersedes and extinguishes all prior agreements, understandings, representations, warranties and arrangements of any nature (including requests for proposals and other sales material),whether oral or written, between you and us relating to any such Service (including any International Treasury Services Terms and Conditions booklet, but excluding the current Account Agreement).This Booklet will be controlling in the event of any conflict between it and any relevant User Documentation, any other document or written or oral statement (including but not limited to any Account Agreement, except as applicable law requires otherwise), but excluding the click-wrap online privacy policy noted above. Current User Documentation is available upon request. This Booklet is binding upon each of your and our respective successors and permitted assigns.You may with our prior written consent, assign any of your rights or duties described in this Booklet.This Booklet is not for the benefit of any other person, and no other person has any right under this Booklet against you or us, and nothing contained in this Booklet creates any agency, fiduciary,joint venture or partnership relationship between you and us. NOTICE OF FINAL AGREEMENT.THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF m PRIOR,CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. GENERAL OBLIGATIONS We are responsible only for performing the Services expressly provided for in this Booklet.We may contract with an outside vendor in providing any of these Services. With respect to any Service,we will provide you with assistance by telephone at the numbers and during the hours specified by us in writing from time to time. You are responsible for maintaining the security of your data and ensuring that it is adequately backed-up.We are not responsible for your loss of your data. ORAL INSTRUCTIONS Except as otherwise provided in this Booklet with respect to compliance with any applicable Security Procedure, we may rely on oral instructions from any person who identifies himself or herself by a name which is included on a written list from you of persons authorized to give such instructions.You will update this list from time to time as necessary to reflect any changes in authorized persons. Except as otherwise expressly stated in this Booklet,we are not required to act on any instruction from any person or to give notices to any person. SEVERABILITY; NO WAIVER If any provision of this Booklet or the application of any such provision to any person or set of circumstances is determined to be invalid, unlawful,void or unenforceable to any extent,the remainder of this Booklet, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful,void or unenforceable, are not impaired or otherwise affected and continue to be valid and enforceable to the fullest extent permitted by law. No delay or failure to exercise any right or remedy under this Booklet is deemed to be a waiver of such right or remedy. No waiver of a single breach or default under this Booklet is a waiver of any other breach or default.Any waiver under this Booklet must be in writing. GOVERNING LAW Except as otherwise expressly provided in this Booklet for a particular Service, with respect to each Service,this Booklet is governed by and interpreted according to (i) U.S. federal law and (ii) the law of(A)the state in the United States of America in which the account (or the principal account, in the case of multiple accounts) associated with such Service is located or, if there is no such state or no account associated with such Service, (B) the State of New York,without reference to the principles of conflicts of law of the U.S. and of such state. If you are headquartered, or are using a Service, outside the United States of America, and if requested by us,you must appoint an agent for service of process in England, Hong Kong, Singapore and/or the United States of America, and you irrevocably agree M that any writ, summons, order,judgment or other document relating to or in conjunction with any proceeding, suit or action may be served on you in such jurisdiction. LIMITATION OF LIABILITIES ALL SERVICES OTHER THAN ELECTRONIC FUNDS TRANSFER SERVICES We are liable to you only for actual damages incurred as a direct result of our failure to exercise reasonable care in providing a Service. ELECTRONIC FUNDS TRANSFER SERVICES For Requests and Entries which are subject to UCC 4A,we are liable only for damages required to be paid under UCC 4A or the Fedwire Regulation, as applicable, except as otherwise agreed in this Booklet. For all Requests and Entries not subject to UCC4A and for all other obligations under the Electronic Funds Transfer Services sections,our liability is limited to actual damages, resulting directly from our willful misconduct or our failure to exercise reasonable care, not exceeding the following, as applicable: (i) in case of an excessive debit to your account, the amount of the excess plus compensation equivalent to interest; (ii) in case of payment to an account not specified by you,the amount of the payment plus compensation equivalent to interest; (iii) in case of any delay in crediting a debit Entry or DTC to your account,the amount of compensation equivalent to interest for the period of delay; or(iv) in all other cases,the actual damages incurred by you.You will use reasonable efforts to assist us in recovering the amount of any overpayment for which we are liable. If we are obligated to pay interest compensation, we will pay such compensation or credit your account, as we determine, upon your written request.We calculate compensation for the relevant period as specified in the Account Agreement or as advised by your customer services representative. If you transmit a Request to us by way of a funds-transfer system or other third-party communications system not specifically required by us,the system is deemed to be your agent for that purpose.We are not liable to you for any discrepancy between the terms you transmit to such system and the terms it then transmits to us. ALL SERVICES In no event will we be liable for any indirect, consequential or punitive loss, damage, cost or expense of any nature or any economic loss or damage, expense and loss of business, profits or revenue, goodwill and anticipated savings, loss of or corruption to your data, loss of operation time or loss of contracts, even if advised of the possibility of such loss, damage, cost or expense. We will not be responsible for the acts or omissions of you or your officers, employees or agents (including but not limited to the amount, accuracy, timeliness or authorization of any instructions or information from you) or the acts or omissions of any other person or entity, including but not limited to any clearing house association or processor, any U.S. Federal Reserve Bank or any other country's central bank, any other financial institution or any Supplier, and no such person or entity will be deemed our agent. I If you permit any Subsidiary or other person to access one of our Service installations on your premises through use of a remote access software package,we will not be responsible or liable for such Subsidiary or person's use or misuse of our Services or access to accounts owned by you and for which you did not authorize that Subsidiary or person to have access via your installation.We may and will treat all instructions and information received by us through this arrangement as provided by and for the benefit of you and subject to all our rights under this Booklet with respect to the pertinent Services. We will not be liable for and will be excused from any failure or delay in performing our obligations for any Service if such failure or delay is caused by circumstances beyond our control, including any natural disaster(such as earthquakes or floods), emergency conditions (such as war, riot,fire, theft or labor dispute), legal constraint or governmental action or inaction, breakdown or failure of equipment, breakdown of any Supplier, or your act, omission, negligence or fault. We also will not be liable for any failure to act on our part if we reasonably believed that our action would have violated any law, rule or regulation. OVERDRAFTS With respect to a Service, we may, at our sole discretion, allow an overdraft to occur in your account. Except as we agree or advise you otherwise in writing,you must repay us immediately,without demand, the amount of such overdraft plus any overdraft charges. In such cases, the fact that we previously allowed an overdraft to occur does not obligate us to do so in the future.Additional terms and conditions contained in your Account Agreement may apply. PAYMENT FOR SERVICES You must maintain and designate account(s) with us which we will use for debiting or crediting with respect to all payments and deposits and related adjustments and charges. Except as otherwise provided,you must have Collected and Available Funds on deposit in your account(s) sufficient to cover such obligations. For purposes of satisfying your payment obligations, we may consider any overdraft line of credit or other arrangement you have with us. SERVICE CHARGES You will pay us for each Service you use according to our schedule of charges currently in effect for you, except as we agree otherwise (in writing) from time to time.At your request,we will provide you a copy of the current schedule of charges for the applicable Service.All charges are subject to change upon 30 days prior written notice to you (unless otherwise agreed in writing), except that any increase in charges to offset any increase in fees charged to us by any Supplier for services used in delivering any Service may become effective in less than 30 days. You will pay us for Software support in excess of that contemplated in the General Provisions sections of this Booklet.The charges for such extra support will be as M specified by us before such charges are incurred or as otherwise agreed by you and us from time to time. We will, on a monthly basis, debit your account with us for payment of charges due, unless you arrange another payment procedure acceptable to us. TAXES All Service charges are exclusive of sales, value-added and use taxes, stamp and other duties and other governmental charges imposed on any Service or Materials and not based on our net income. Such taxes, duties and charges are payable by you. PROTECTION FROM THIRD PARTIES You will indemnify us against and hold us harmless from and defend us against any and all liabilities, claims, costs, expenses and damages of any nature (including Legal Expenses) arising out of or relating to disputes or legal actions by parties other than you and us concerning any Service.The obligations contained in the preceding sentence will continue after a Service you are using is terminated.This section does not apply to any cost or damage attributable to our gross negligence or intentional misconduct. REPRESENTATIONS AND WARRANTIES On and as of each day we provide any Service to you,you represent and warrant to us that: • Your agreement to each provision contained in this Booklet is a duly authorized, legal, valid, binding and enforceable obligation; • The debiting of any account as provided in this Booklet is not inconsistent with any restriction on the use of that account; • All approvals and authorizations required to permit the execution and delivery of the Agreement and Authorization form and any other necessary documentation, and the performance and consummation by you of the transactions contemplated under each Service, have been obtained, including but not limited to due authorization from each applicable third party to allow you to transfer funds and access information from such party's account; • Your performance of your obligations will not violate any law, regulation,judgment, decree or order applicable to you; and • There is no lawsuit,tax claim or other dispute pending or threatened against you which, if lost,would impair your financial condition or ability to pay us under the terms of this Booklet. RESOLUTION OF DISPUTES We try to resolve our clients' Service problems or disputes as quickly as possible. In most cases,we can resolve a problem by telephone. r Any dispute or controversy concerning your use of Services described in this Booklet will be decided by binding arbitration conducted in the United States of America (except as you and we expressly agree otherwise) in accordance with the United States Arbitration Act (Title 9, U.S. Code) under the Commercial Arbitration Rules of the American Arbitration Association. Under these procedures,the dispute is submitted to a neutral person for determination in place of a trial before a judge or jury.judgment upon the award made by the arbitrator may be entered in any court having jurisdiction. Without regard to the foregoing, any dispute or controversy that arises from an Electronic Funds Transfer Service will be decided by a judge without a jury in a United States of America federal or state court (except as you and we expressly agree otherwise in writing).This means that in these instances you waive any right to a trial by jury in any action or proceeding and agree that such action or proceeding will be tried before a judge without a jury. Either you or we may exercise self-help remedies or obtain provisional or ancillary remedies from a court.You or we may exercise or obtain these remedies at any time, even while the arbitration or trial by a judge is pending. By exercising or obtaining any such remedies, neither you nor we waive the right to request that a dispute or controversy be decided by arbitration or trial by a judge. SOFTWARE LICENSE This section applies to all Software we provide to you after you return the Agreement and Authorization form unless we provide you a separate license agreement for specific Software (including a "click-wrap" Software license you may obtain from us by downloading from our website and including, in the case of the Commercial and Corporate Card Services, the licenses for Visa InfoSpan, MasterCard SmartData and any other third-parry Software we provide you in connection with such Services). Notwithstanding anything to the contrary in the "General Provisions" section of this Booklet, the software licenses granted to you under this Software License section are governed by and interpreted according to the laws of the State of California without reference to its principles of conflicts of law. LICENSE For each Software application we provide to you for one or more Services,we grant you a non-exclusive, non-transferable license for the use of that Software and its related Materials. Each license is granted solely for use in object code form only in connection with one or more Services.You may use the Software only in accordance with the applicable User Documentation. The Software, its source code,the related Materials and all copyright, patent, trademark, trade secret and other rights in them are and will remain the exclusive property of us or our licensors.You will secure and protect the Software (including all copies) in a manner consistent with the maintenance of our rights and those of our licensors. In order to protect those rights,you will reproduce and incorporate copyright notices and all other proprietary legends prescribed by us in any permitted copies.You may not remove, M obscure or otherwise tamper with or alter any such notices or legends affixed to or otherwise contained in the Software or related Materials or copies.You will also take appropriate action to instruct and obligate your representatives who are permitted access to the Software (including copies) to comply with your obligations to protect the Software. We are obligated to provide you only with those updates, upgrades or new releases of Software which we make generally available to our other customers who license the same Software.Any corrections, updates, upgrades or new releases that we provide to you must be installed by you promptly or by such later time as we specify, and will be deemed part of the Software upon delivery to you. We will provide support only for the most current version of Software we have provided to you. You will, at your expense, cause a computer to be installed and kept in good condition and working order at your site for use of the Software.The computer and its components must be equipment which is acceptable as specified by us from time to time. We may assist you with the installation of Software on your computer and with the training of persons who will use the Software, but we will not bear any responsibility for the proper installation and use of the Software. Except as you and we may agree otherwise,you will be deemed to have accepted the Software upon its installation and upon our having made such training available to you. You may not (i) sell, assign, transfer, license, sublicense or publish the Software or copies of the Software or (ii) disclose, display or otherwise make available the Software or copies thereof to third parties without our express approval. You may not copy, or allow anyone else to copy, the Software or related Materials, except that you may make two copies for backup and archival purposes.You may not electronically distribute, or allow anyone else to electronically distribute, Software except from the network server on which it is installed to workstations on that network. You will provide us notice, in writing or by electronic means approved by us for such purpose, each time you make a permitted copy of Software (except for backup or archival copies) or electronically distribute it to a workstation, indicating the location and date of the copy or distribution.We may audit your site to confirm compliance with this Software License section if you fail to make the reports called for or if we reasonably believe you are using unauthorized copies of Software. You may not alter, repair, modify or adapt any Software or related Materials, including, but not limited to, translating, reverse engineering, decompiling, disassembling or creating derivative works from it. You agree to inform our client support unit of all errors, difficulties or other problems with the Software of which you become aware.We will make reasonable efforts to fix or provide workarounds for material reported errors and to provide you with support and consultation concerning the Software.The reasonable effort, support and consultation will be such'as we, in our sole discretion, determine.You will cooperate with us in the expeditious resolution of such errors, difficulties or other problems by providing us, on request, a listing of input, output and all other data which we may reasonably request in order to reproduce operating conditions similar to those present when such errors, difficulties or other problems were discovered. You may move the Software to another computer replacing the one on which the Software was originally installed or to another site, but only after you give us notice, in writing or by electronic means approved by us for such purpose, specifying the new computer and site.We will have reasonable access to Software while it is at your site to provide assistance or to verify the status or location of Software. A license to Software and related Materials will terminate automatically if you breach a material term of the license or if the Services for which you are using the Software are terminated. In addition, in the event of a breach of your confidentiality obligations with respect to the Software,we may seek any remedy provided by law or equity. LIMITED WARRANTY/DISCLAIMERS You acknowledge that the Software has not been produced to meet your specific requirements and has not been tested in every possible combination and operating environment.You are responsible for satisfying yourself that the Software is satisfactory for your purposes. You further understand and agree that we make no representation concerning the completeness, accuracy, operation or performance of the Software or its compatibility with any hardware.You acknowledge that the operation of the Software may not be uninterrupted or error-free. We warrant that the Software will substantially conform to the documentation provided with the Software for a period of 60 days after delivery to you provided that: (i) the Software is used by you in strict compliance with the terms of this Booklet and the related Materials, (ii) the Software is not modified in any way by you and (iii) you promptly notify us and reproduce for us any defects, errors or bugs in the Software.We will use reasonable efforts to correct or work around any Software errors reported by you or, at our discretion, but in any event if our efforts are unavailing, we will accept return of the Software and refund any license fees paid by you. You agree that the foregoing is your sole and exclusive remedy for breach of warranty and our sole obligation in connection with the performance or operation of the Software and related Materials. Except as specifically stated above and in the Infringement Indemnity subsection below and notwithstanding any other provision in this Booklet or otherwise,we make no representation or warranty,express or implied,written or oral,and,to the full extent permitted by law,disclaim all other warranties including,but not limited to,the implied warranties of merchantability or fitness for a particular purpose,regarding the Software, the related Materials and all other property,services or rights covered by this Booklet. To the extent permitted by applicable law, and except as otherwise provided in this section,we will not be liable for damages of any kind arising out of the use of, or inability to use,the Software or accompanying documentation. You agree that the United Nations Convention on Contracts for the International Sales of Goods will not apply to our provision to you or your use of any Software. Neither you nor we limit or exclude our liability to the other for death, personal injury, willful misrepresentation, willful default or fraud. INFRINGEMENT INDEMNITY Notwithstanding your indemnity of us in the "Protection From Third Parties" section of this Booklet, we will defend at our own expense or settle any action brought against you to the extent it is based on a claim that your use of the Software and/or Materials provided by us to you pursuant to this Booklet infringes any Berne Convention country copyright or any United States of America or United Kingdom patent,trade secret or trademark of any third party, and we will pay all costs and damages finally awarded in any such action. Our obligation is subject to (i) prompt notice from you of any such claim or action, (ii)your not having made any admission of liability or agreed to any settlement or compromise, (iii)your providing to us, in a prompt and timely manner,the documents, information and assistance we reasonably request, (iv) our having sole control of defending such claim or action, (v)your having used the current version of the Software and Materials, as provided to you by us, in compliance with the terms of this Booklet and the related Materials and (vi) our obligations under this indemnity being our only obligations to you with respect to any infringement claim in connection with your use of the Software. EXPORT CONTROLS You understand and acknowledge that our obligations to provide the Software, technical assistance, any media in which any of the foregoing is contained, training and related technical data (collectively"Data") will be subject in all respects to all applicable laws and regulations as shall from time to time govern the export or diversion of certain products and technology to and from certain countries.You warrant and agree that you will comply in all respects with the export and reexport restrictions applicable to the Data shipped to you and will otherwise comply with all applicable laws and regulations governing export and diversion of the Software and technical data in effect from time to time. SUPPLEMENTAL IMAGE CD-ROM SOFTWARE LICENSE PROVISIONS This subsection supplements this Software License section with respect to Software we provide you for the Disbursement Image Service under which we provide you with CD-ROMs and shall control in the event of conflict between it and the balance of the Software License section. We warrant for a period of 45 days after the CD-ROM creation date appearing on the CD-ROM that such CD-ROM itself will be free of defects in material and workmanship. If we provide you a CD-ROM which contains a media defect or is unreadable in its entirety, you must notify us within the 45-day period. Our disclaimer of warranties in this Software License section applies to CD-ROMs as well as to the Software and related Materials. ' m You may not electronically distribute the Image CD-ROM Software to any workstation other than the one for which such Software is originally installed on your site. Notwithstanding anything to the contrary in the Termination section of this Booklet, if a Disbursement Image Service under which we provide you with CD-ROMs is terminated for a reason other than your breach of this Software License section,you may continue to use the Software for such Service after termination of such Service for six months, or for such longer period as we approve, subject to the terms of this Software License section or such other software license agreement as we, at our election, require you to sign for this purpose.At the end of such six-month or longer period, the license for your use of the Software for such Disbursement Image Service will then terminate automatically. SUPPLEMENTAL IMAGE(POSITIVE PAY)SOFTWARE LICENSE PROVISIONS This subsection supplements this Software License section with respect to Software we provide you for the Image Positive Pay Service and shall control in the event of conflict between it and the balance of the Software License section. You may not electronically distribute the CCR (C Compression Routines) Software for Windows 3.1 provided to you in connection with the Image Positive Pay Service to any workstation other than the one for which such Software is originally installed on your site. TERMINATION Either you or we may terminate any or all Services upon 30 (60 in the case of Corporate Card Services) calendar days prior written notice to the other parry. Notwithstanding the foregoing sentence,we may terminate any or all Services effective immediately, and we will send you notice of the termination, if any of the following occurs: • You breach any of the terms and conditions in this Booklet or any other agreement with us; • You terminate, liquidate or dissolve your business or dispose of a substantial portion of your assets; • You fail generally to pay your debts as they become due; • You,voluntarily or involuntarily, become the subject of any bankruptcy, insolvency, reorganization or other similar proceeding; • You initiate any composition with your creditors; • You experience a material adverse change in your financial condition or your ability to perform your obligations under the terms and conditions in this Booklet; or • Any guaranty of your obligations to us terminates, is revoked or its validity is contested by the guarantor, or any of the events set forth in the above five bullet points attributable to you occur to the guarantor. If a Service you are using is terminated for any reason,you will do the following: • Immediately stop using any Materials relating to the terminated Service; i • Erase or delete any Software we have provided relating to the terminated Service to the extent it is stored in your computers; and • At our option, either return to us or destroy all Materials relating to the terminated Service and certify to us that you have done so. These obligations will continue after a Service you are using has been terminated. Termination of a Service you use does not affect your payment obligations for services we provide to you before the Service is terminated, and any such termination is in addition to our other rights under applicable law and under the terms of this Booklet. Also,termination of any Service you use does not release you or us from any of our respective obligations which arose or became effective before such termination. Upon termination, all amounts owed by you and outstanding will become immediately due and payable. GLOSSARY OF TERMS The following are some important terms that appear in this Booklet. Acceptable Payee.Your name and any other payee name Cardholder.Your employee or any other person who you you provide to us as an acceptable payee for checks to be designate in writing and who we approve to receive a Card processed under the Lockbox Service. Account or a Commercially Prepaid Card. If you or a Cardholder makes a Commercial Prepaid Card, a Card Account Agreement.The current signature card, Account number or Convenience Check available to another International Account Agreement or SAOTC and the p publication(s), as amended from time to time,we provide arty, that person will also be considered a Cardholder. you containing terms and conditions applicable to each Check Issuance Request. Using the Check Issuance Service, deposit, savings or current account for which you use a a message transmitted from you to us requesting us to Service. issue a check on your behalf drawn on either accounts you Bill Payment Service Provider.Any entity, which may maintain with us or accounts designated and owned by us. include us, you authorize to deliver payments, remittance Collected and Available Funds. Funds in an account equal information and other related data from your customers to to the ledger balance minus float which, in our reasonable us for the Electronic Bill Payment Consolidation Service. determination, are not subject to a hold, dispute or legal Business Day. Each day on which the bank or bank office process preventing their withdrawal. providing or facilitating a Service is open for business Commercial Prepaid Card.A pre-paid magnetic strip-based related to that Service. plastic card issue by us for a Cardholder's purchase of Card. Each plastic charge card which we issue for your Card goods or services or for cash withdrawals. Account under our Commercial or Corporate Card Services. Controlled Disbursement Point. Each bank office Card Account. Each MasterCard or Visa account which we designated by us through which checks issued under the issue to you or to a Cardholder under our Commercial or Controlled Disbursement Service will be cleared or routed. Corporate Card Services, including an account for which Convenience Check.A check which we may provide to you only an account number and no Card is provided, to draw on a Card Account. Cash Advance. Use of a Card Account to obtain cash from a Deposit Account.One or more demand deposit accounts participating financial institution, merchant or ATM,to write maintained by you with us and used in connection with our a Convenience Check or to obtain items readily convertible Controlled Disbursement Service. into cash, such as money orders,travelers checks, foreign currency, lottery tickets, casino chips and race-track wagers. Depository Transfer Checks(DTCs). Depository transfer checks and preauthorized checks to debit Receivers' Card Administrator. One or more individuals designated by accounts to accomplish the same purpose as debit Entries. you in writing, as our primary contact for the Card Accounts, (Receiver is defined in the NACHA Rules.) who is authorized to take actions necessary or appropriate to maintain the Card Accounts, including without limitation Effective Entry Date.The date specified, in accordance with the NACHA Rules, on the Entry by the Originator on which designating persons to receive Card Accounts, receiving the Originator intends the Entry to be settled. (Originator is communications from us related to the Card Accounts, requesting the closure of Card Accounts and otherwise defined in the NACHA Rules.) communicating with us with respect to the Card Accounts. Electronic Funds Transfer Services.ACH Services, International Electronic Funds Transfer Services and Wire Transfer Services. Entries. Entries has the meaning provided in the NACHA ISP98.The "International Standby Practices 1998" Rules and also includes any data for Entries and any developed by the Institute of International Banking Law& prenotification. Practice and endorsed and published by the International eLICP.The rules for electronic presentation of documents Chamber of Commerce or such later revision as may be under the UCP. adopted and be in effect on the date the subject standby letter of credit is issued. Fedwire.The funds transfer system owned and operated by the Federal Reserve Banks of the United States of America, legal Expenses. Reasonable lawyer's fees, allocated costs of staff counsel (unless prohibited by applicable law), fees but excludes the system for making automated clearing and expenses of litigation and any other fees and expenses house transfers. incurred in enforcing any provision of this Booklet. Fedwire Regulations.Subpart B of Regulation J of the Board Lockbox Address.The post office address we assign to you of Governors of the Federal Reserve System of the United or we accept from you for the Lockbox Service. States of America, as amended from time to time. Materials.The Software, user identification codes, FX Transaction.A transaction between you and us, permitted under the Electronic Foreign Exchange Service, passwords, codes, keys,test keys, security devices, embedded algorithms, digital signatures and certificates, for the purchase of one currency in exchange for the sale of other similar devices and information, User Documentation another currency(including without limitation any foreign exchange spot, swap or outright forward transaction or and related documentation we provide to you. option), including any transaction that effects the NACHA Rules.The rules of the National Automated Clearing pre-delivery, extension, rollover or splitting of such a House Association (including any other clearing house transaction. rules applicable to automated clearing house transactions), FX Request.A request by means permitted under the as amended from time to time. Electronic Foreign Exchange Service to enter into an FX Payment Advice. Using the Client-Printed Drafts Services, Transaction. an electronic message transmitted by you to us advising us International Account Agreement.A form of Account that you have created a draft. Agreement used in some countries. Personal Data. Information we receive from you in International Electronic Funds Transfer Services. Electronic connection with the Services consisting of an individual's payment services for transfers to or from your account bank accounts or other financial data or identifying a living outside the United States of America or to or from your individual. account in the United States of America to or from an PIN.A personal identification number which a Cardholder account in a different country.These services include low- may receive when activating a Commercial Prepaid Card. value batch payments made according to multiple requests RCK.A"Re-Presented Check Entry" as defined in the NACHA within a single electronic data file. International Electronic Rules. Funds Transfer Services exclude ACH Services within the United States of America and exclude Wire Transfer Request.A request by means permitted under the relevant services. Wire Transfer or International Electronic Funds Transfer Service to transfer funds to or from a specified account or beneficiary (including standing instructions) or to amend or cancel a prior request to transfer funds. i m Reversal/Deletion Request.A request for a Reversal or a Tax Payment Instruction.An instruction by means request to delete a previously delivered Entry. permitted under the relevant Tax Payment Service to pay any taxes using any of the tax forms specified in the Reversals. Data for reversing Entries. applicable User Documentation. SAOTC. Each form of Standard Account Opening Terms and Transaction.The purchase or reservation of goods or Conditions used in certain countries as an Account services or a cash advance made or facilitated by use of a Agreement. Stored Value Card, a Commercial Card, Convenience Check Security Procedure. Unless we agree otherwise with you, or Card Account. the applicable security procedure described in the UCC 4A.Article 4A of the Uniform Commercial Code- Funds Materials for your data delivery type or Service for verifying Transfers, as adopted by the state in the United States of the authenticity of Entries, Requests, Reversal/Deletion America whose law applies to a Service, as amended from Requests, Payment Advices, Check Issuance Requests, Stop time to time. Payment Requests, FX Requests or Tax Payment Instructions. UCP.The Uniform Customs and Practices for Documentary Service.With respect to a Bank of America Corporation Credits, 1993 Revision, ICC Publication No. 500 or such subsidiary bank, a treasury management service provided later revision as may be adopted by the International in a specific Bank location and covered by this Booklet. Chamber of Commerce and be in effect on the date the subject letter of credit is issued. Software.The programs and data files provided by us for Unauthorized Use. Use of a Card Account, Card or use on a computer in connection with one or more Convenience Card by a person (i) who is not your particular Services. Cardholder, employee or agent, (ii) who does not have Stop Payment Request.A message you send us using the actual, implied or apparent authority to use the Card Online Stop Payment Services,the Check Issuance Services Account and (iii)whose use does not benefit you directly or the Client-Printed Drafts Services to request that or indirectly. payment be stopped on a check or draft which, in the case Uniform Rules for Collections.The Uniform Rules for of the Online Stop Payment Services, must be drawn on an Collections, ICC Publication No. 522, or such later revision eligible account you have with us. as may be adopted by the International Chamber of Subsidiary.Any entity in which more than 50% of the Commerce and be applicable to a collection. ownership interest is owned, directly or indirectly, by you. The term "Subsidiary" does not include affiliates or other User Documentation.Any written information we provide You, including information in electronic format, as entities in which 50% or less of the ownership interest is amended from time to time,which contains detailed owned, directly or indirectly, by you. instructions regarding the use of a Service, as provided by Supplier.Any private or common carrier communication or a particular banking center or office. User Documentation transmission facility, any time-sharing supplier or any mail may vary from one jurisdiction to another. Current User or courier service. Documentation is available upon your request. SWIFT.The international electronic message-transfer service known as the Society for Worldwide Interbank Financial Telecommunication. m LIST OF BANKS AND SERVICES FOR USE WITH THE TREASURY SERVICES TERMS & CONDITIONS (THE BOOKLET) As of July 1, 2004,the following Banks and Services are covered by the Bank of America Treasury Services Terms and Conditions Booklet: BANKS In the United States of America: Bank of America NA in Arizona,Arkansas, California, District of Columbia, Florida, Georgia, Idaho, Illinois, Iowa, Kansas, Maryland, Missouri, Nevada, New Mexico, New York, North Carolina, Oklahoma, Oregon, South Carolina,Tennessee,Texas,Virginia and Washington Bank of America, N.A. (USA) Outside of the United States of America: Bank of America NA in Australia, Belgium, Canada, France, Germany, Greece, Hong Kong, India, Indonesia, Ireland, Italy, Japan, Jersey, Korea (South), Netherlands, People's Republic of China, Philippines, Singapore, Spain, Switzerland, Taiwan,Thailand,and United Kingdom Bank of America Malaysia Berhad SERVICES Once you open an account with us, the following treasury management services may be provided according to the terms and conditions in the Booklet. Services may be offered by various Bank of America Corporation Banks or branches under any of the names given above. To find out which services are offered by a specific bank or location, please contact your Treasury Services representative. OR SPECIFIC SECTIONS COVERING: IREFER TO THIS SECTION: AGE: Account Reconcilement Account Reconciliation Inquiry Account Reconcilement 9 Account Reconciliation-Canada Account Reconcilement 9 Bank of America Direct (Account Reconciliation) Account Reconcilement 9 Deposit Reconciliation Account Reconcilement 9 Electronic Account Reconcilement(EREC) Account Reconcilement 9 Fine Sort/Check Fine Sort Account Reconcilement 9 Full Account Reconcilement Account Reconcilement 9 Paid Item Reconciliation Account Reconcilement 9 Partial Account Reconcilement Account Reconcilement 9 Pay/2 Account Reconcilement 9 Payments Direct Reconciliation Account Reconcilement 9 Range Account Reconcilement Account Reconcilement 9 Automated Clearing House Services CH Initiation (Corporate to corporate payments&receipts, corporate to consumer payments&receipts, concentration, ax payments) ACH Transmissions Automated Clearing House 9 ACH Prefund Automated Clearing House 9 AIIPay(ACH) Automated Clearing House 9 BAMTRACO(ACH) Automated Clearing House 9 Cash Express Automated Clearing House 9 CashPay (ACH origination of Direct Deposit) Automated Clearing House 9 BankofAmerica. 00.35-1917 NSB Insert for AD-AG-04558 1-2004 1 �►��►�'' OR SPECIFIC SECTIONS COVERING: EFER TO THIS SECTION: AGE: 1, CashPay(Employee Account) See CashPay Deposit Account Agreement Cross Border ACH Wire Transfer& International 41 Electronic Funds Transfer Customer-Initiated Payments(CIP) ACH Customer-Initiated Payments 13 ENCORE+for Windows ACH Automated Clearing House 9 MICROCA$H® Automated Clearing House 9 Payments Direct ACH Automated Clearing House 9 The Payment Network(ACH/AIIPay) Automated Clearing House 9 Remote Payments Online ACH Customer-Initiated Payments 13 WANDA@ Electronic Service(Payments-Single ACH) Automated Clearing House 9 CH Cash Concentration Lockbox/ACH Concentration Automated Clearing House 9 Multibank Cash Concentration Automated Clearing House 9 CH Tax Payments BAMTRAC®(ACH) Automated Clearing House 9 ENCORE+for Windows ACH Automated Clearing House 9 BankAmeriTax® Tax Payments 38 Express Tax Tax Payments 38 MICROCA$H® Automated Clearing House 9 Payments Direct ACH Automated Clearing House 9 CH Authorization—Receive ACH-Receive 12 ACH Blocks and Filters ACH-Receive 12 Electronic Bill Payment Authorization ACH-Receive 12 Check Issuance AIIPay(Check Issuance) Check Issuance 14 Check Payments Check Issuance 14 Enterprise Gateway(Check Issuance) Check Issuance 14 FX Wires and Drafts(Drafts) Check Issuance 14 Global Cheque (MicroWire) Check Issuance 14 The Payment Network Checks Check Issuance 14 Check Truncation Check Safekeeping/Check Storage/Check Truncation Check Truncation 15 Electronic Check Truncation ECK Check Truncation 15 Client Printed Drafts WANDA®Checkwriter Client Printed Drafts 16 WANDA®Foreign Drafts WANDA® Electronic Service Client Printed Drafts 16 oin and Currency Automated Business Center(Automated Change Coin and Currency 17 Dispensers) Change Orders-Banking Centers Coin and Currency 17 Coin and Currency Requisitions/Change Orders Coin and Currency 17 Money Manager Coin and Currency 17 Collection Letters Collection Letters 17 Commercial and Corporate Card Commercial and Corporate Card 18 —Purchasing Card Commercial and Co orate Card 18 Travel Card Commercial and Corporate Card 18 Fleet Card Commercial and Corporate Card 18 Corporate Card Commercial and Cor orate Card 18 Commercial Card Commercial and Corporate Card 18 ommercial Prepaid Cards Commercial Prepaid Cards 24 Commercial Deposits Automated Business Center(Deposits) Commercial Deposits 23 Cash Vault Deposits Commercial Deposits 23 I" Bank of America 00-35-1917 NSB Insert for AD-AG-04558 1-2004 2 ���� OR SPECIFIC SECTIONS COVERING: IREFER TO THIS SECTION: 1PAGE. Dash Deposit Commercial Deposits 23 Deposits Delivered to a Bank Processing Center(Cash Commercial Deposits 23 Letters) Night Depository Commercial Deposits 23 Quick Business De osit@ Commercial Deposits 23 Communications Electronic Mail Communications 55 Investment Transfer Requests(Electronic Mail) Communications 55 Loan Payment/Advance Requests Electronic Mail Communications 55 ontrolled Balance Accounts Collection/Disbursement Transfer Service Controlled Balance 16 Controlled Balance Accounts Controlled Balance 16 Depository Plus Controlled Balance 16 Total Funds Roundup Controlled Balance 16 Zero Balance Accounts Controlled Balance 16 ontrolled Disbursement Note: Only the Controlled Disbursement arrangements at the following sites are covered under this booklet: Ashville, North Carolina Controlled Disbursement 26 DeKalb, Georgia Controlled Disbursement 26 Northbrook, Illinois Controlled Disbursement 26 Walnut Creek, California Controlled Disbursement 26 Witchita Falls, Texas Controlled Disbursement 26 Tallahassee, Florida Controlled Disbursement 26 Vandalia, Missouri Controlled Disbursement 26 Stop Payments Via telephone, facsimile, or in writing for Controlled Disbursement accounts Controlled Disbursement 26 Disbursement Image Access Bank of America Direct(Image Access) Disbursement Image Access 28 Check Image Inquiry Disbursement Image Access 28 Disbursement Image Access Disbursement Image Access 28 Image Onsite CD-ROM Disbursement Image Access 28 Image OnSite Plus CD-ROM Disbursement Image Access 28 PerfectView Plus Disbursement Image Access 28 lectronic Bill Payment Consolidation Electronic Biller Concentration Electronic Bill Pmt Consolidation 28 RapidPay Electronic Bill Pmt Consolidation 28 lectronic Data Interchange AIIPay Electronic Data Interchange 29 Electronic Commerce Electronic Data Interchange 29 Electronic File Deliver(EFD) Electronic Data Interchange 29 Enterprise Gateway Electronic Data Interchange 29 File Transfer Electronic Data Interchange 29 The Payment Network Electronic Data Interchange 29 BankofAmenca 00-35-1917 NSB Insert for AD-AG-04558 1-2004 3 �►�.��► OR SPECIFIC SECTIONS COVERING: IREFER TO THIS SECTION: --55A—GE t. lectronic Foreign Exchange Electronic Foreign Exchange 30 lectronic Trade Services Advising Advised Standby Letters of Credit 45 BAMTRACO for Windows—ITB/TSR Information Reporting 49 Commercial Applications Standby and Import Letters of Credit 50 Direct Acceptance Reports Information Reporting 49 Direct Collection Collections 46 Direct Export Bills Collection (EBC) Information Reporting 49 Direct Export Letters of Credit Export Letters of Credit 46 Direct Export Reports Information Reporting 49 Direct Import Reports Information Reporting 49 Direct Standby Reports Information Reporting 49 Guarantee Standby and Import Letters of Credit 50 Import Applications Standby and Import Letters of Credit 50 Oen Account Transactions Oen Account 49 PO to Pay Oen Account 49 Purchase Order Processing Oen Account 49 Standby Applications Standby and Import Letters of Credit 50 Transfer Requests and Reporting Export Letters of Credit 46 Facsimile Signatures Facsimile Signatures 58 oreign Collection Letters WANDAO Foreign Collections Collection Letters 17 nformation Reporting revious Day Information Reporting(Balance and Activity Reporting, Summary and Detail Reporting) BAMTRACO for Windows Information Reporting 32 BAMTRACO Previous Day Service Information Reporting 32 Bank of America Direct Information Reporting 32 ENCORE+for Windows Information Reporting 32 ENCORE+ Previous Day Service Information Reporting 32 Electronic Reconciliation Information Reporting 32 Wanda Information Reporting Information Reporting 32 Current/Intraday Information Reporting BAMTRACO Current Day Service Information Reporting 32 BAMTRACO for Windows Information Reporting 32 Bank of America Direct Information Reporting 32 Deposit Source Reporting Information Reporting 32 Electronic Account Analysis/Account Analysis Statement Information Reporting 32 ENCORE+ Current Day Service ENCORE+for Windows Information Reporting 32 Enterprise Gateway(information Reporting) Information Reporting 32 Global Advice Information Reporting 32 Global/International Account Reporting Information Reporting 32 Information Manager Information Reporting 32 Item Inquiry Information Reporting 32 Multi Bank Reporting Information Reporting 32 The Payment Network (Information Reporting) Information Reporting 32 Receivables Network Information Reporting 32 Receipts Direct Information Reporting 32 Receipts On-Line Information Reporting 32 WANDAO Information Reporting Information Reporting 32 Lockbox Image Lockbox Lockbox 33 00-35-1917 NSB Insert for AD-AG-0455B 1-2004 4 Bankof,Amenca�'�� OR SPECIFIC SECTIONS COVERING: IREFER TO THIS SECTION: AGE: Retail Lockbox Lockbox 33 Scannable Wholesale Lockbox Lockbox 33 Wholesale Lockbox Lockbox 33 Online Stop Payments BAMTRACO Online Stop Payments Online Stop Payments 34 BAMTRACO Stop Pay+ Online Stop Payments 34 Bank of America Direct(Stop Payments) Online Stop Payments 34 ENCORE+& ENCORE+for Windows Stop Payments Online Stop Payments 34 Online Stop Payments,Stop Pay+ Online Stop Payments 34 Stop Payment Transmission Online Stop Payments 34 Positive Pay BAMTRACO (Reverse Positive Pay) Positive Pay 35 Bank of America Direct(Image Positive Pay) Positive Pay 35 Bank of America Direct(Positive Pay) Positive Pay 35 ENCORE+ Positive Pay Positive Pay 35 ENCORE+ Reverse Positive Pay Positive Pay 35 Event Notification Positive Pay 35 Image Positive Pay Positive Pay 35 Manual Positive Pay Positive Pay 35 Online Positive Pay/Auto Check Pay Positive Pay 35 Positive Pay Positive Pay 35 Positive Pay—Canada Positive Pay 35 SWIFT Positive Pay Positive Pay 35 Teller Positive Pay Positive Pay 35 eclear Reclear 37 Re-Presentment Check RCK Re-Presentment Check RCK 37 Hop Payments top Payments Via telephone,facsimile, in writing or in See Deposit Account Agreement rle son re Transfer& International Electronic Funds Transfer ctronic Transfers MTRACO Account/Book Transfer Wire Transfer& International EFT 41 CORE+Wire Initiation Wire Transfer& International EFT 41 CORE+for Windows Wire Initiation Wire Transfer& International EFT 41 [AMTRAC8 ire Initation MTRACO Cross Currency Payments (on GBS) Wire Transfer& International EFT 41 Global Money Transfer Service Wire Transfer& International EFT 41 nk of America Direct Account Transfers Wire Transfer& International EFT 41 nk of America Direct FX Wires and Drafts Wire Transfer& International EFT 41 nk of America Direct Payments Initiation Wire Transfer& International EFT 41 Cross Border ACH Wire Transfer& International EFT 41 Enterprise Gateway(Wires) Wire Transfer& International EFT 41 FX Wires and Drafts(Wires) Wire Transfer& International EFT 41 International Electronic Funds Transfer Wire Transfer& International EFT 41 everse Funds Transfer/Drawdown Message Wire Transfer& International EFT 41 tanding Order Transfers Wire Transfer& International EFT 41 he Payment Network (Wires-Outgoing) Wire Transfer& International EFT 41 ANDA@ Electronic Service(Payments-Funds Transfers) Wire Transfer& International EFT 41 ANDA@ Payments (Funds Transfer) Wire Transfer& International EFT 41 ANDAO Payments(FX Payments) Wire Transfer& International EFT 41 ANDA@ (Multi-Bank Funds Transfer Service) Wire Transfer& International EFT 41 Wire Direct Link Wire Transfer& International EFT 41 Telephone transfers Oral Funds Transfer Wire Transfer& International EFT 41 00-35-1917 NSB Insert for AD-AG-0455B 1-2004 5 Bank of AmeriC ' Fc- OR SPECIFIC SECTIONS COVERING: PEFER TO THIS SECTION: AGE: elephone FX and US Dollar Wire Transfers Wire Transfer& International EFT 41 everse Funds Transfer Drawdown Messages Wire Transfer& International EFT 41 tanding Order Transfers Wire Transfer& International EFT 41 00-35-1917 NSB Insert for AD-AG-0455B 1-2004 6 BankofAmenc a �� Bank of America - Remote Deposit Services Amendment to the Terms and Conditions This Amendment ("Amendment')is to the Treasury Services Terms and Conditions Booklet or the Cash Management Services Terms and Conditions Booklet executed by you (the "Booklet"). Terms used but not defined in this Amendment will have the meanings given to them in the Booklet. The purpose of this Amendment is to describe the terms and conditions under which we will provide you with the Remote Deposit Service, as described below. Subject to our specific approval, you may use our Remote Deposit Service under the following terms and conditions once you have signed the Authorization and Agreement signature page for the Booklet and this Amendment, and completed any set up forms and testing requirements for the services. REMOTE DEPOSIT SERVICE The Remote Deposit Service allows you to create or have created on your behalf a paper substitute check or image replacement document (IRD) from an electronic image or an original paper check, as described in the applicable User Documentation. Check 21 refers to the Check Clearing for the 2151 Century Act. CLIENT RESPONSIBILITIES You acknowledge that certain software may be made available to you to assist us in providing you this Remote Deposit Service ("Software"). For any IRD created under this Remote Deposit Service,you are deemed to be the warrantor of certain warranties under Check 21, and for each and every day an IRD is created,you accept all responsibilities as warrantor under Check 21 regarding creation of the IRDs. You understand that you are responsible for capturing and sending fully legible copies of the item which will be created as an IRD. You shall pay Bank for the amount of any returned IRDs (including rejected IRDs)or any claims for adjustments accepted by Bank,for any IRD which Bank has previously credited to your account. Such amounts shall be charged as returns to your account and are immediately due and payable by you to us. Returned IRDs appear on your reports to the extent agreed between you and us. Certain returned IRDs shall be redeposited, if you have a separate Reclear Service agreement or arrangement with us. Any IRD created and deposited to your account must comply with all requirements mandated by Check 21. You make the same warranties to us as we make under Check 21 or any successor legislation. You acknowledge that we will apply(i) a Bank of America endorsement in the appropriate area for the bank of first endorsement on the back of each printed IRD; and (ii) the appropriate legend of legal equivalency of the front of the printed IRD. SUPPLEMENTAL TERMINATION PROVISIONS If the Remote Deposit Service is terminated for any reason, you will immediately return the Software we provided you relating to this Service. 00-35-2568NSBW 03-2005 Page 1 of 2 02004 Bank of America Corporation REMOTE DEPOSIT SERVICES AMENDMENT TO THE TERMS AND CONDITIONS SUPPLEMENTAL SOFTWARE LICENSE PROVISIONS You will notify us, in writing, of each location the Software is installed on your or your agent's sits You may move this Software to another site, but only after giving us written notice of the new site location. Dated: Ll , — f CITY OF ROUND ROCK, TEXA , (C;ne) E We Maxwell (Print Name) Mayor (Print Title) 00-35-2568NSBW 03-2005 Page 2 of 2 0 2004 Bank of America Corporation Rank"ofAmerica Treasury Services Agreement Accounts Receivable Check (ARC) Service Addendum This Service Addendum is made between Client and Bank and, together with the General Provisions between Client and Bank,forms the Agreement between the parties with respect to the Services defined below. The Agreement becomes effective with respect to a Service only after Client and Bank have also signed the Software License Agreement and the Automated Clearing House (ACH) Service Addendum. Capitalized terms used and not defined in this Service Addendum have the meanings assigned in the General Provisions,or the ACH Service Addendum. The accompanying List of Banks and Services includes the names of the Services currently offered by Bank which are covered by this Addendum. Bank may update the list from time to time. Client may contact its Bank representative at any time in order to receive an updated list. 1. DEFINITIONS Client represents and warrants that (i) Client has obtained all (a) "Administrative Returns" means ACH ARC Entries necessary authorizations from the Receiver prior to the returned for specific reasons, including invalid account number initiation of any corresponding ACH ARC Entry and (ii)Client or no account number_ accepts as Originator all liability corresponding to the (b) 'ARC Entry' means an Accounts Receivable Check representations and warranties Bank as ODFI makes under entry, as defined and provided in the NACHA Rules. the NACHA Rules regarding ARC Entries. (c) "Bank Statement" means, for the applicable account, (b) Client shall pay Bank for the amount of any returned (i) each periodic account statement issued to Client by Bank, debit Entries (including rejected debit Entries) or any (ii) any written or electronic advice-to Client from Bank or(iii) adjustment Entries accepted by Bank, which Bank has any electronic report produced through one of Bank's previously credited to Client's account. Such amounts shall be information reporting services which Client receives. immediately due and payable by Client to Bank. Returned (d) "Collected and Available Funds" means funds in an debit Entries appear on Client's reports to the extent agreed by account equal to the ledger balance minus float, which in Client and Bank, and Client agrees that Bank need not send a Bank's reasonable determination, are not subject to a hold, separate notice of debit Entries which are returned unpaid, dispute or legal process preventing their withdrawal. (c) Client warrants that Client has obtained the necessary (e) "NACHA Rules' means the rules of the National authorization from each Receiver after Client has sent each Automated Clearing House Association (including any other Receiver notice,as set forth in the following sample language: clearing house rules applicable to automated clearing house transactions ),as arnended from time to time. Sample: If you send us a check to make your payment,your (f) "Service" means the conversion of a consumer check check will be converted into an electronic funds transfer. received via the U.S_ Mail or at a drop box location for the of "Electronic Funds Transfer is the term used to refer to the payment goods or services to a single entry ACH debit. . lectronicall process in which we e (g) 'User Documentation" means any written information Y instruct your financial Bank provides to Client, including information in electronic institution to transfer funds from your account to our account, format, as amended from time to time, which contains detailed rather than processing your check. By sending your completed instructions regarding the use of a Service as provided by a check to us, you authorize us to use the account information particular banking center or office. User Documentation may from your check to make an electronic fund transfer from your vary from one jurisdiction to another. Current User account for the same amount as the check. If the electronic Documentation is available upon Client's request_ fund transfer cannot be processed for technical or other 2. ARC SERVICES reasons, you authorize us to process an image replacement (a) The Agreement becomes effective with respect to a document, substitute check, draft, or a copy of your check. If Service only after Bank has approved Client's use of the you do not wish to participate in this check conversion Service. Bank may send Entries to any ACH processor program, please contact us at the customer service number selected by Bank or directly to another bank as reasonably shown on your bill. determined by Bank as appropriate. (b) Before using a Service, Client will provide Bank a (d) Client may request Bank to research, repair (when written list,in a form acceptable to Bank,of persons authorized feasible)and either re-originate Administrative Returns by ACH by Client to perform certain duties in connection with a Service. ARC Entry or in a paper form. For purposes of providing Client shall update such list from time to time as necessary to Services, including to research, repair (when feasible) and reflect any changes in authorized persons_ Bank may rely on reclear either by re-originated ACH ARC Entry or in a paper information and any instructions from any person identifying form, the Bank will request access to Client's check images or himself or herself by a name which is included on such list_ copies in an agreed upon method. Client is responsible for granting Bank such access,and for ensuring that information is 3. CLIENT RESPONSIBILITIES provided to Bank in a"read only"format. If an item is ineligible (a) Client authorizes Bank to create ACH ARC Entries on for conversion to an ACH ARC Entry or cannot be processed Client's behalf as provided in the User Documentation and the as an ACH ARC Entry for.technical or other reasons, Bank NACHA Rules. Client is deemed to be the Originator under the may process these items in apaaper form (such as draft or NACHA Rules, and for each and every day a Service is used, image copy). — 00-35-2428NSBW 10-2004 Page I or 3 EXHIBIT "D" .—i j ACCOUNTS RECEIVABLE CHECK(ARC)SERVICE ADDENDUM 4. COMPLIANCE WITH NACHA RULES AND LAWS 7. CHANGES TO PROCESSING INSTRUCTIONS (a) Client and Bank shall comply with the NACHA Rules Client may request Bank at any time to change the for all Entries whether or not an Entry is sent through the ACH processing instructions for a Service by contacting its Bank network. Client acts as an Originator and Bank acts as an representative. Bank will not be obligated to implement any ODFI with respect to Entries. The NACHA Rules govern if they requested changes until Bank has had a reasonable conflict with this Agreement, except that the file specification opportunity to act upon them. In making such changes, Bank requirements in the User Documentation govem if they conflict is entitled to rely on requests purporting to be from Client. For with the NACHA Rules. certain changes, Bank may r (b) Each time Client uses a Service i Client warrants Y equire that Client's requests be in () writing, in a form and manner acceptable to Bank, or be from that it has obtained the appropriate authorization from each an authorized person designated by Client. In addition, certain Receiver and the Entries conform to the authorization and requests may be subject to Bank's approval. comply with the NACHA Rules, and (ii)Client makes the same warranties to Bank as Bank makes under Section 2.2 or any 8. BANK AGREEMENT successor section of the NACHA Rules. Each of the Clients named on the signature page will be S. SUPPLEMENTAL TERMINATION PROVISIONS deemed a "Client and each of the banking institutions named on such page will be deemed a "Bank." The individual(s) If the ARC Service is terminated for any reason, Client will signing on behalf of each Client has the titl s s immediately return the Software Bank provided Client relating � ) pethe for the applicable to this Service_ plicable Client and intends by so signing the Service Addendum that each Client be separately bound by the Service Addendum. This Service Addendum, together with the 6. SUPPLEMENTAL LICENSE PROVISIONS General Provisions between a Client and a Bank, will Client will notify Bank, in writing, of each location the constitute a separate Agreement between each such Client Software is installed on Client's site. Client may move this and each such Bank. This Service Addendum may be signed Software to another site, but only after giving Bank written by Bank in counterparts. notice of the new site location, which must be in the United States. 0-35-2428NS13W 10-2004 Page 2 of 3 ACCOUNTS RECEIVABLE CHECK(ARC)SERVICE ADDENDUM IN WITNESS WHEREOF, each of the parties has caused this Service Addendum to be executed as oID✓� duly authorized officer(s). // �, by its CLIENT(S) BANK(S) City of Round Rock,Texas �C�- O n (CLIENTS LEGAL NAME) r e r.�co, (BANK NAME) Title: Mayor (Print or Type) By: �,/ (Signa re) Name: 1-te �iSC- H-f/ ,"s (Print or Type) (CLIENTS LEGAL NAME) Title: V r L e Prc.S cue YL 7' Title: (Print or Type) (Print or Type) (BANK NAME) (CLIENTS LEGAL NAME) By: Title: (Signature) Name: . (Print or Type) (Print or Type) Title: (Print or Type) [Signature By: Name: Nyle Maxwell (Print or Type) FOR BANK USE ONLY GCI Number(s): Note: Up to three Client names can be listed above if the individual signing above has authorization to sign on behalf of all Clients. Any unused name blocks should be crossed out 00-35-2428NSew 10-2004 Page 3 of 3 Safekeeping Agreement Terms and Conditions 1. This safekeeping agreement(the"Agreement")is an acknowledgment that the Bank of America entity named on the face of this Agreement("Bank")or its agents hold for the amount of the customer("Customer)the securities or other property listed herein("Custodial Property")in a safekeeping amount("Safekeeping Account").The securities or other property shall be identified as those belonging solely to the Customer for which they are held and shall not he commingled with those of the Bank.This Agreement also constitute.the entire agreement between the parties with regard to Custodial Property.If this Agreement is reported lost,destroyed or stolen.or if Bank surrenders any part of Custodial Property to Customer,Bank may,in its discretion,issue a new safekeeping agreement which may contain different or additional terms. T Bank shall have no responsibility to determine the validity,genuineness,or alteration of any Custodial Property,or to advise Customer regarding the purchase,retention,redemption,sale,exchange,or deposit in connection with a reorganization of Custodial Property. Bank is not responsible for securing insurance to cover the lose of Custodial Property. Bank will only be responsible to exercise ordinary care in connection with Custodial Property.Bank shall not be liable for loss or damage caused by or related to,directly or indirectly,causes beyond the control of Bank. 3. Bank agrees to forward for payment interest coupons or bonds that are Custodial Property as they mature and to receive interest. dividends and other income or proceeds from the sale of Custodial Property and to make disposition of such interest and other income or proceeds in accordance with the instructions of Customer.Any monies received as proceeds from the sale of such securities or collected as interest or otherwise will be credited as directed by Customer,unless otherwise required by law or governed by a pledge.It is the responsibility of Customer to designate an account to receive such monies. Customer agrees that the designated account will be styled in the same manner as the Safekeeping Account,with the same names,as reflected on the front of this Agreement. All payments and credits are subject to final payment. Bank shall not be obligated to credit or pay such proceeds until such time as finally collected funds are received by Bank. In the event Bank advances proceeds and credits them to Customer or Customer's account prior to collection and Bank does not receive such proceeds from the paying agent within a reasonable time thereafter,as determined by the Bank,Bank may,in its sole discretion,cause the repayment from Customer of the credited proceeds upon demand. Bank shall have the right to debit Customer's account designated to receive payment or Customer's Safekeeping Account. or to retain proceeds from future collections,or debit any other account maintained by Customer at Bank or at an affiliate of Bank,including any affiliate or subsidiary of Bank of America Corporation,if necessary,to effect such repayment. 4. It is Customer's responsibility to notify Bank when any bond or other security that is Custodial Property is called for redemption.Bank will exercise reasonable care in the identification and processing of bonds or other securities that are Custodial Property called for redemption,but Bank assumes no responsibility for making any independent investigation in connection with the redemption. In the event any Custodial Property is held for the benefit of Customer in the name of a nominee or in book entry(non-certificated)form at a Federal Reserve Bank or at a clearing corporation and is called for partial redemption,Bank is authorized in its sole discretion to determine Customer's proportionate share of the proceeds from such redemption in the event Bank receives proceeds that belong to more than one person. 5. Bank is authorized to sign on behalf of Customer any declarations,affidavits,certificates of ownership or other documents that are now or may hereafter be required with respect to all coupons,registered interest,dividends or other income on Custodial Property,and Customer agrees to reimburse,indemnify and hold Bank harmless from any and all liability,loss,claim,damage or expense(including attorneys'fees)as a result of the execution of any such documents. Customer will notify Bank of any change in mailing address. 6. Bank will surrender or otherwise dispose of Custodial Property upon receipt of appropriate instructions from Customer,with or without surrender of this Agreement. If Safekeeping Account is in the name of an individual Customer,Bank will act only upon the instructions of such individual Customer.In the event the Safekeeping Account is in more than one name,in whatever form,unless Customer makes a different arrangement with the Bank,it is the intention of Customer that Bank may act upon the instructions of any one of the named Customers on the Safekeeping Account. Bank shall have the authority to require positive identification of the individual(s)before surrendering Custodial Property. Pledged securities that are Custodial Property are subject to the order and direction of the pledgee named on the reverse side hereof,and the written consent of pledgee by any means,including facsimile,must be received by Bank before release can be made. Notwithstanding the foregoing,Bank disclaims any duty to monitor or to give notice of any change in the principal of any declining balance securities described in this Agreement and hereby gives notice that principal on such securities shall be paid to its customer notwithstanding any pledge thereof. In the event Customer is a corporation or financial institution,any and all Custodial Property may be released upon the written order of such officer or officers authorized by resolution of the board of directors of Customer. Customer shall furnish Bank a certified copy of such resolution and a specimen signature of each officer so authorized and furnish Bank certified copies of any resolution changing such authority. For Customers other than those described in the previous two paragraphs of this section,it will be the responsibility of Customer to provide Bank with appropriate documentation of authorization to am on behalf of Customer in connection with this Agreement. Unless survivorship provisions are indicated on the front of this Agreement,rights of survivorship shall not be governed by this Agreement.In such event,rights to Custodial Property on the death or incapacity of Customer shall be determined by operation of law,including provision.that determine which jurisdiction's laws apply. Customer indemnifies and holds Bank harmless from any and all claims resulting from the failure of Customer to instruct Bank or to enter into appropriate agreements with respect to survivorship provisions,or with respect to the styling of the Safekeeping Account or of any Custodial Property held in the Safekeeping Acmunt. 7. Customer shall pay Bank fees and reimburse Bank for expenses incurred in accordance with Bank's established schedule of safekeeping fees as amended from time to time. Bank shall be authorized in its discretion to charge such fees and expenses to any account maintained by Customer at Bank,including Customer's Safekeeping Amount,or at any affiliated entity of Bank or at an affiliate or subsidiary of Bank of America Carporatim,if necessary. Bank is also authorized to debit such accounts for the costs and expenses of purchases and sales made upon the instructions of Customer and for any other items chargeable in connection with Safekeeping Account. Customer agrees to pay all costs of collection for amounts which Customer is indebted under this Agreement including Bank's reasonable attorney's fees. 8. This document constitutes the entire agreement between Customer and Bank and shall be valid and binding on Customer and deemed correct in all respects unless Customer notifies Bank within ten(10)days after receipt of this Agreement. Except as provided in paragraph 6,this Agreement shall be governed by and construed in accordance with the laws of the State in which the main office of the Bank named on the front of this Agreement is]orated. Bank reserves the right to correct this Safekeeping Agreement at any time,in case of error. 9. With respect to any instructions from Customer authorizing the receipt of securities or other property in connection with transactions between Customer and a third party,Bank shall have no duty to advise Customer of the failure to receive such property,or to take steps to obtain delivery of such property from third parties either against payment or free of payment. With respect to any instructions authorizing the delivery of securities or other property in connection with transactions between Customer and third parties,Bank shall have no duty to timely deliver the securities or,if payment is involved,to credit Customer's account.unless proper and timely authorization is received by Bank on a schedule established and amended by Bank from time to time. 10. This Agreement shall inure to the benefit of Bank's successors and assigns.This Agreement may be amended from time to time by the agreement of Customer and Bank or by Bank and a copy of any amendment will be provided to Customer.This Agreement is terminable at the option of either Customer or Bank upon demand by written notim to the other party.Upon termination,all Custodial Property will be promptly delivered as directed by Customer. 11. Custodial Property shall be maintained by Bank at Bank of America,N.A.(the main office of which is located in Charlotte,North Carolina)or,in Bank's sole discretion,at a third party custodian or affiliated depository institution.ANY SUCH ARRANGEMENT WILL BE DEEMED ACCEPTABLE UNLESS CUSTOMER NOTIFIES BANK IN WRITING. 12. Customer conssnta to the exchange of confidential and non-confidential information about the Customer and Customer's Safekeeping Amount,by and among Bank and its affiliated and related entities,including,without limitation,Banc of America Securities LLC and affiliates and subsidiaries of Bank of America Corporation. Customer also authorizes such related entities of Bank to transfer Custodial Property or to debit or credit Customer's account or amounts at such related entities in connection with transactions pursuant to this Agreement. 13. Customer represents that the execution of this Agreement,the services provided hereunder,and,if applicable,the location of the Customex s securities outside of the state in which the Customer is located do not violate any statute,regulation,or other restriction under which the customer is bound. Customer further represents that it has obtained any and all regulatory approvals necessary to execute and accept servims under this Agreement. 14. Bank shall not be liable for any action taken by it or any of its directors,officers,agents or employees in accordance with this Agreement. Customer agrees at all times to save and hold harmless,and to defend and indemnify Bank,its officers,directors,employees,agents, and attorneys against all actions,proceeding.;liabilities,claims,demands,losses,outlays,damages or expenses,including in-house and outside legal fees,of every nature and character as may arise or be made against the Bank or such person may in any way incur in defending or prosecuting,settling or discontinuing any such proceedings,actions,or claims,except for damages,losses,outlays,claims or proceedings arising out of or attributable to the gross negligence or willful misconduct of the Bank or such person,as the case may be. 15. Bank agrees to save and hold harmless and indemnify Customer for any loss of securities occasioned by the gross negligence or dishonesty of Bank's officers or employees,or any burglary,robbery,theft,or mysterious disappearance,including loss by damage or destruction. In the event such a loss should occur the Bank shall promptly replace such securities or the value of any loss of rights or privileges resulting from the loss of securities. EXHIBIT "E" BANK OF AMERICA Bank of America,N.A. Account Number(s): 899848 Account Name: city of Round Rock, Texas 4. Transfer. You hereby agree that BofA Entities shall Customer Agreement have the right to transfer Property held by them between or among (INSTITUTIONS) your accounts whenever any BofA Entity, in its sole discretion, considers such a transfer necessary for its protection. PLEASE READ CAREFULLY,SIGN AND RETURN 5. Use of BANA Transaction Accounts. If you elect to This Agreement sets forth the terms and conditions on settle through a designated transaction account ("Transaction which Bank of America,N.A.("BANA')will open and maintain Account") with BANA all transactions effected by you with or in your name such account(s)as you may designate for purchases through BANA,you agree that BANA may: (i)debit such BANA and sales of Financial Instruments. "Financial Instruments'means Transaction Account on the settlement date for payment for securities of all kinds,including municipal securities,commercial Financial Instruments purchased by you; and (ii)credit such paper,certificates of deposit,bankers' acceptances, master notes, BANA Transaction Account with the proceeds from the sale of repurchase agreements and similar financial instruments. Financial Instruments sold by you,as well as with interest on,and proceeds at maturity with respect to, Financial Instruments PRIMARY PROVISIONS purchased by you You agree to have sufficient funds available in any such Transaction Account on settlement date for all Financial 1. Instructions. You agree that we shall incur no liability Instruments purchased by you. On the signature page hereof, in acting upon oral or written instructions given to us concerning please indicate the name and account number of the BANA your accounts, provided such instructions reasonably appear Transaction Account you designate to be debited and credited genuine. You agree that we, in our discretion, may decline to for the foregoing purposes. accept,or may place restrictions upon,orders for your accounts. 6. Use of BANA Safekeeping Accounts. You agree that 2. Settlement. You agree that,in case of non-delivery of BANA may withdraw Financial Instruments on the settlement date any Financial Instrument sold by you, we are authorized to from any designated safekeeping account("Safekeeping Account") purchase the Financial Instrument to cover your position and with BANA to cover the sales of Financial Instruments made by charge any loss and expense to your account. You agree that,if we you to or through BANA and deposit in your BANA Safekeeping fail to receive payment for any Financial Instrument purchased by Account fully-paid Financial Instruments purchased by you from you,we may,without prior demand or notice,sell any Property(as or through BANA. You understand and agree that BANA's defined below) held by us in any of your accounts and any Safekeeping Agreement sets forth the terms and conditions under resulting loss and expense will be charged to your account You which BANA will hold any Financial Instrument deposited in your agree to pay promptly on demand any balance you may owe to us. BANA Safekeeping Account in accordance with your instructions. 3. Security Interest. You hereby grant BANA,Banc of 7. Fees and Charges. We may charge commissions and America Securities LLC ("BAS") and each of our affiliates other fees for execution of transactions to purchase and sell (collectively, "BofA Entities") a continuing security interest in, Financial Instruments, and you hereby agree to pay such lien on, and right of set-off with respect to, all Financial commissions and fees at our then-prevailing rates. You understand Instruments and other property, including cash balances that such commission and fee rates may be changed from time to (collectively,"Property 1,now or hereafter held or carried by any time upon 30-days' prior notice, and you agree to be bound BofA Entity in your accounts,including any Property in transit or thereby. You also agree to pay our reasonable fees for any special held by others on behalf of a BofA Entity and all proceeds of the services that you request. foregoing, as collateral security for the payment and performance of all your obligations to any BofA Entity, now existing or 8. Confirmations and Communications. counConfirmationsabe hereinafter arising,whether or not such obligations arise under this of the execution of orders and statements of writing account shall b) Agreement or any other agreement between any BofA Entity and deemed conclusive y not objected toy writing within ten Any you and irrespective of the number of accounts you may have with days after sending le BANA to you ra mail or otherwise. Any the BofA Entities or which BOfA Entity holds such Property, communication mailed,electronically transmitted or otherwise sent together with all expenses of the BofA Entities in connection to you at the address specified in our records shall,anti]three(3) business days after we have received notice i therewith. In order to satisfy such obligations,each BofA Entity is t writing of a authorized to sell and/or purchase any Property in any of your different address,be deemed to have been properly sent u . accounts,or to liquidate any open options or redeem money market You waive all claims resulting from failure receivee such funds in any of your accounts,without notice. In enforcing this communication where such communication was sent in accordance security interest, each BofA Entity shall have all the rights and With this Paragraph 8. remedies available to a secured party under the Uniform 9. Information Disclosure. You hereby authorize us to Commercial Code("UCC"). Each BofA Entity shall,without your disclose information to, and receive information from, others, further consent, comply with any orders or instructions of each including credit bureaus or other agencies, about you, your other BofA Entity with respect to such Property, including any accounts or your transactions as permitted under law or regulation, entitlement orders(as defined in Section 8-102(a)(9)of the UCC). including: (i)to establish or maintain your accounts or to complete Each BofA Entity shall bold any such Property both as secured transactions; (ii)as required by applicable laws,rules,regulations parry and, for purposes of Section 8-106(d)(3) of the UCC, as or court orders;and(iii)in any suit or other proceeding in which agent and bailee of each other BofA Entity. Each BofA Entity disclosure is necessary or appropriate in our judgment to protect agrees that all Property held by it in connection with this our interests. Pursuant to Rule 14-2 under the Securities Agreement shall be treated as a "financial asset" under Section Exchange Act of 1934,we may disclose your name,address,and 8-102(a)(9)of the UCC. BK 125 v03 05/27/2005 Financial Instrument positions to requesting companies in which PRE-DISPUTE ARBITRATION AGREEMENT you are a shareholder,unless you send written objection to BANA. THIS AGREEMENT CONTAINS A PRE- 10. Impartial Lottery System. When we hold, on your DISPUTE ARBITRATION AGREEMENT. BY SIGNING behalf, bonds or preferred stock in street name or bearer form THIS AGREEMENT, YOU AGREE WITH BAS AS which are callable in part,you agree to participate in the impartial FOLLOWS: lottery allocation system of the called securities used by us in accordance with the Hiles of the applicable exchange or depository. A. All parties to this Agreement are giving up the right to sue each other in court,including the right to a DISCLOSURES/CONSENTS trial by jury,except as provided by the rules of the arbitration forum in which a claim is filed. • ANY OF YOUR TELEPHONE CONVERSATIONS WITH BANA MAY BE RECORDED TO ASSURE B. Arbitration awards are generally final and binding; ACCURACY. YOU HEREBY CONSENT TO a party's ability to have a court reverse or modify an SUCH RECORDING. arbitration award is very limited. • Unless explicitly stated otherwise, Financial C. The ability of the parties to obtain documents, Instruments offered or sold by BANA are not witness statements and other discovery is generally insured by the Federal Deposit Insurance more limited in arbitration than in court Corporation("FDIC")or any government agency. proceedings. • Financial Instruments offered and sold by BANA D. The arbitrators do not have to explain the reason(s) may entail credit exposure to BANA or its affiliates for their award. (unless fully insured by the FDIC) and also may E. The panel of arbitrators will typically include a Involve investment and market risks. minority of arbitrators who were or are affiliated • BAS or BANA may underwrite and deal in, serve as with the securities industry. placement agent for,or have long or short positions in, F. The rules of some arbitration cforums may impose aIn securities with respect to which BANA renders certain time limits for bringing claim arbitration. se brokerage or investment advisory services for you and some cases,a claim that a ineligible for arbitration may buy or sell such securities from or to you as may c brought in court. principal. • You acknowledge that, unless BANA has expressly G. The rules of the arbitration forum in which the claim is filed,and any amendments thereto,shall be agreed otherwise,BANA will be acting in the capacity of broker-dealer (and, in certain instances, issuer) in incorporated into this Agreement. connection with any transaction executed for your You and BANA hereby agree that any controversy accounts and not as a financial adviser or a fiduciary between you and BANA arising out of your purchase or sale of and no advice provided by BANA will form a primary any municipal security from or through BANA shall be basis for any investment decision made by you or on submitted to arbitration conducted pursuant to the code of your behalf. BANA may make available information arbitration procedures of the NASD. You and BANA hereby about Financial Instruments and investment strategies, agree that any other controversy between you and BANA including its own research reports and market arising out of this Agreement shall be resolved by arbitration commentaries,as well as materials prepared by others; in accordance with the Federal Arbitration Act (Title 9 US however,none of this information is in any way tailored Code)and that any such arbitration shall be conducted in the to reflect your personal financial circumstances or City of New York,or any other place as to which BANA and investment objectives,and the Financial Instruments or you agree, in accordance with the rules for arbitration of investment strategies discussed therein might not be financial services disputes of J.A.M.S. in either case,arbitration suitable for you. Therefore, you should not view the must be commenced by service upon the other party of a written fact that BANA is making this information available as demand for arbitration or a written notice of intention to arbitrate. a recommendation to you of any particular Financial The award of the arbitrator shall be final, and judgment upon the Instrument or investment strategy. To the extent that award rendered may be entered in any court, state or federal, your transactions differ from a specific having jurisdiction. recommendation made by BANA to you with respect to the Financial Instruments, size,price and timing of a No person shall bring a putative or certified class recommended transaction, or to the extent there have action to arbitration, nor seek to enforce any pre-dispute been variations in the facts relevant to the transaction, arbitration agreement against any person who has initiated in you agree that BANA has no responsibility for court a putative class action or who is a member of a putative determining the suitability of these transactions for you. class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i)the USA PATRIOT ACT DISCLOSURE class certification is denied; or(ii)the class is decertified; or (iii)the customer is excluded from the class by the court. Such BANA, like all financial institutions, is required by forbearance to enforce an agreement to arbitrate shall not Federal law to obtain, verify and record information constitute a waiver of any rights under this Agreement except that identifies each customer who opens an account to the extent stated herein. with us. When you open an account with us,we will ask for your name, address and govemment-issued MISCELLANEOUS identification number and other information that will allow us to form a reasonable belief as to your identity, IL Governing Law. This Agreement shall be governed by such as documents that establish legal status. the laws of the State of New York(without regard to conflict of law principles). All transactions for your accounts are subject to l the Standard Confirmation Terms set forth on the reverse side of BK 125 v03 05/27/2005 -2- each trade confirmation, and all applicable federal, state, party; provided, however, that BANA may assign and delegate governmental agency, self-regulatory organization, exchange and rights and obligations hereunder to any affiliate or successor, clearing house laws,rules and regulations,as well as the customs without prior notice to you. and usages of the marketplace where effected. 17. Term. This Agreement shall become effective on its 12. Severability. If any provision or condition of this acceptance by BANA. You may close your accounts by giving Agreement shall be held to be invalid or unenforceable by any written notice to BANA. BANA may close your accounts by court,regulatory or self-regulatory agency or body or arbitration giving you written notice. When your accounts are closed,BANA tribunal,this Agreement shall be carried out as if any such invalid will return to you,or follow your instructions for the transfer of, or unenforceable provision or condition were not contained herein. any Property remaining in your accounts, subject to your having satisfied all obligations and paid all indebtedness owing to us,and 13. Limitation on Liability.You acknowledge and agree will no longer accept orders for transactions after the date of that we shall not be liable for any liability,loss,or damage caused closing. directly or indirectly by events beyond our reasonable control, including, but not limited to, government restrictions, natural Is. Change in Information. You agree to notify BANA disasters, riots or other civil disturbances, exchange or market promptly in writing of any change in information that you supplied rulings, suspensions of trading, wars, strikes, terrorism or when opening your accounts,including,but not limited to,change interruption or other failures of transportation,communication or of address,change in investment objectives and change in financial data processing services. Further,you acknowledge and agree that circumstances. we shall not be liable for any loss or other claim of injury with respect to any account, except for losses or injuries directly 19. Power and Authority. You represent and warrant that attributable to our gross negligence or willful misconduct. you have all necessary power and authority to execute and perform this Agreement and that the execution and performance of this 14. Waiver Not Implied. Our failure to insist at any time Agreement will not cause you to violate any provisions in your upon strict compliance with the terms of this Agreement,or any charter,by-laws,partnership agreement,trust agreement or other continued course of such conduct on our part,shall not constitute constituent agreement or instrument- You further represent and or be considered a waiver of any of our rights. wan-ant that this Agreement,as amended from time to time,is a legal,valid and binding obligation,enforceable against you in 15. No Oral Modification;Effect on Prior Agreements. accordance with its terms. Each of the persons accepting this No modification of this Agreement shall be effective unless in Agreement on your behalf represents that be or she acting alone writing and executed by you and us. The signing of this has full power and authority to deal with us on your behalf. Agreement supersedes any prior agreements made with us or any 20. Consent to Electronic Delivery of Documents. You of our predecessors or assigns with respect to the subject matter consent to electronic delivery of all documents that may be hereof. To the extent this Agreement is inconsistent with any other required to be delivered to you, including prospectuses, agreement or document governing your accounts,the provisions of confirmations or account statements. Such electronic delivery may this Agreement shall govern. be effected through the BAS or BANA website,and/or by delivery 16. Assignment. This Agreement is binding upon and to the electronic mail address that you provided to us. inures to the benefit BANA and you, as well as your and our respective successors and permitted assigns. No party hereto may assign its rights or delegate its obligations under this Agreement,in whole or in part, without the prior written consent of the other You hereby certify that you have read, understand and agree to the terms set forth in this Agreement. Note that this Agreement contains a Pre-dispute Arbitration Agreement set forth on page 2. CITY OF ROUND ROCK Printed N e of 'ent If Applicable: By: By: S' a of rued Individual Date Signature of Additional Authorized Individual Date Nyle Maxwell, Mayor Printed Name and Title of Authorized Individual Printed Name and Title of Additional Authorized Individual (IjApplicable),BANA Transaction Account to Be Debited and Credited Pursuant to Paragraph 5.Above City of Round Rock Deposit Account Name ABA Routing Number 004795846821 Deposit Account Number BK 125 v03 05/27/2005 -3- Form Wn9 Request for Taxpayer Give form to the (Rev.November 2005) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service N Name(as shown on your Income tax return) m rn Business name,if different from above c City of Round Rock Texas F Check appropriate box: ❑ Sole proprietor ❑ Corporation ❑ Partnership Other ► C'OVT___________ 1R withholding Exempt from backup v 0 C Address(number,street,and apt.or suite no.) Requester's name and address(optional) a u 221 E. Main Street City,state,and ZIP code Round Rock TX 78664 List account number(s)here(optional) v7 Taxpayer Identification Number IN Enter your TIN in the appropriate box.The TIN provided must match the name given on Line 1 to avoid Social security number backup withholding. For individuals,this is your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the Part I instructions on page 3.For other entities,it is your employer identification number(EIN). If you do not have a number, see How to get a TIN on page 3. or Note.If the account is in more than one name,see the chart on page 4 for guidelines on whose r-71 mployer identffication number number to enter. 14 6 10 11 V 14 18 FOM Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me),and 2. 1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that 1 am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding,and 3. 1 am a U.S. person(including a U.S.resident alien). Certification instructions.You must cross out item 2 above if you have been noted by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the Certification,but you must provide your correct TIN.(See th instructions on page•4.) Sin 9 Signature of Here U.S.person ► Date ► Purpose of Form • An individual who is a citizen or resident of the United A person who is required to file an information return with the States, IRS, must obtain your correct taxpayer identification number • A partnership, corporation, company, or association (TIN)to report, for example, income paid to you, real estate created or organized in the United States or under the laws transactions, mortgage interest you paid, acquisition or of the United States, or abandonment of secured property, cancellation of debt, or • Any estate(other than a foreign estate) or trust. See contributions you-made to an IRA. Regulations sections 301.7701-6(a) and 7(a)for additional U.S. person.Use Form W-9 only if you are a U.S. person information. (including a resident alien),to provide your correct TIN to the Special rules for partnerships.Partnerships that conduct a person requesting it (the requester) and, when applicable,to: trade or business in the United States are generally required 1. Certify that the TIN you are giving is correct(or you are to pay a withholding tax on any foreign partners' share of waiting for a number to be issued), income from such business. Further, in certain cases where a 2. Certify that you are not subject to backup withholding, or Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the 3. Claim exemption from backup withholding if you area withholding tax.Therefore, if you are a U.S. person that is a U.S. exempt payee. partner in a partnership conducting a trade or business in the In 3 above, if applicable, you are also certifying that as a United States, provide Form W-9 to the partnership to U.S. person, your allocable share of any partnership income establish your U.S. status and avoid withholding on your from a U.S.trade or business is not subject to the share of partnership income. withholding tax on foreign partners'share of effectively connected income. The person who gives Form W-9 to the partnership for Note. If a requester gives you a form other than Form W-9 to Purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. partnership conducting a trade or business in the United States is in the following cases: For federal tax purposes,you are considered a person if you are: • The U.S.owner of a disregarded entity and not the entity, Cert.No.10231X Form W-9 (Rev.11-2005) Form W-9(Rev.11-2005) Page '1 e The U.S. grantor or other owner of a grantor trust and not 3.The IRS tells the requester that you furnished an the trust, and incorrect TIN, e The U.S. trust (other than a grantor trust)and not the 4.The IRS tells you that you are subject to backup beneficiaries of the trust. withholding because you did not report all your interest and Foreign person.If you are a foreign person, do not use dividends on your tax return(for reportable interest and Form W-9. Instead, use the appropriate Form W-8(see dividends only), or Publication 515, Withholding of Tax on Nonresident Aliens 5. You do not certify to the requester that you are not and Foreign Entities). subject to backup withholding under 4 above(for reportable Nonresident alien who becomes a resident alien. interest and dividend accounts opened after 1983 only). Generally, only a nonresident alien individual may use the Certain payees and payments are exempt from backup terms of a tax treaty to reduce or eliminate U.S. tax on withholding. See the instructions below and the separate certain types of income. However, most tax treaties contain a Instructions for the Requester of Form W-9. provision known as a "saving clause." Exceptions specified Also see Special rules regarding partnerships on page 1. in the saving clause may permit an exemption from tax to continue for certain types of income even after the recipient Penalties has otherwise become a U.S. resident alien for tax purposes. Failure to furnish TIN. If you fail to furnish your correct TIN If you are a U.S. resident alien who is relying on an to a requester,you are subject to a penalty of$50 for each exception contained in the saving clause of a tax treaty to such failure unless your failure is due to reasonable cause claim an exemption from U.S.tax on certain types of income, and not to willful neglect. you must attach a statement to Form W-9 that specifies the Civil penalty for false information with respect to following five items: withholding. If you make a false statement with no 1. The treaty country. Generally, this must be the same reasonable basis that results in no backup withholding, you treaty under which you claimed exemption from tax as a are subject to a $500 penalty. nonresident alien. Criminal penalty for falsifying information.Willfully 2. The treaty article addressing the income. falsifying certifications or affirmations may subject you to 3. The article number(or location) in the tax treaty that criminal penalties including fines and/or imprisonment. contains the saving clause and its exceptions. Misuse of TINs.If the requester discloses or uses TINs in 4. The type and amount of income that qualifies for the violation of federal law, the requester may be subject to civil exemption from tax. and criminal penalties. 5. Sufficient facts to justify the exemption from tax under Specific Instructions the terms of the treaty article. I� Example.Article 20 of the U.S.-China income tax treaty Name allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the If you are an individual,you must generally enter the name United States. Under U.S. law, this student will become a shown on your income tax return. However, if you have resident alien for tax purposes if his or her stay in the United changed your last name,for instance, due to marriage States exceeds 5 calendar years. However, paragraph 2 of without informing the Social Security Administration of the the first Protocol to the U.S.-China treaty(dated April 30, name change, enter your first name, the last name shown on 1984) allows the provisions of Article 20 to continue to apply your social security card, and your new last name. even after the Chinese student becomes a resident alien of If the account is in joint names, list first, and then circle, the United States. A Chinese student who qualifies for this the name of the person or entity whose number you entered exception (under paragraph 2 of the first protocol) and is in Part I of the form. relying on this exception to claim an exemption from tax on Sole proprietor.Enter your individual name as shown on his or her scholarship or fellowship income would attach to your income tax return on the "Name" line. You may enter Form W-9 a statement that includes the information your business, trade, or"doing business as(DBA)" name on described above to support that exemption. the"Business name" line. If you are a nonresident alien or a foreign entity not subject Limited liability company (LLC).If you are a single-member to backup withholding, give the requester the appropriate LLC (including a foreign LLC with a domestic owner)that is completed Form W-8. disregarded as an entity separate from its owner under What is backup withholding?Persons making certain Treasury regulations section 301.7701-3, enter the owner's payments to you must under certain conditions withhold and name on the "Name" line. Enter the LLC's name on the pay to the IRS 28% of such payments(after December 31, "Business name" line. Check the appropriate box for your 2002).This is called "backup withholding." Payments that filing status(sole proprietor, corporation, etc.), then check may be subject to backup withholding include interest, the box for"Other" and enter"LLC" in the space provided. dividends, broker and barter exchange transactions, rents, Other entities.Enter your business name as shown on royalties, nonemployee pay,and certain payments from required federal tax documents on the "Name" line.This fishing boat operators. Real estate transactions are not name should match the name shown on the charter or other subject to backup withholding. legal document creating the entity. You may enter any You will not be subject to backup withholding on payments business,trade, or DBA name on the "Business name" line. you receive if you give the requester your correct TIN, make Note.You are requested to check the appropriate box for the proper certifications, and report all your taxable interest your status(individual/sole proprietor, corporation, etc.). and dividends on your tax return. Payments you receive will be subject to backup Exempt From Backup Withholding withholding if: If you are exempt, enter your name as described above and 1. You do not furnish your TIN to the requester, check the appropriate box for your status, then check the 2. You do not certify your TIN when required(see the Part "Exempt from backup withholding" box in the line following 11 instructions on page 4 for details), the business name, sign and date the form. Form W-9(Rev.11-2005) Page 3 Generally, individuals(including sole proprietors)are not part I. Taxpayer Identification exempt from backup withholding. Corporations are exempt Number (TIN) from backup withholding for certain payments, such as interest and dividends. Enter your TIN in the appropriate box.If you are a resident Note.If you are exempt from backup withholding,you alien and you do not have and are not eligible to get an SSN, should still complete this form to avoid possible erroneousour TIN is your IRS individual taxpayer identification number backup withholding. ([TIN). Enter it in the social security number box. If you do not have an [TIN, see How to get a TIN below. Exempt payees. Backup withholding is not required on any If you are a sole proprietor and you have an EIN,you may payments made to the following payees: enter either your SSN or EIN. However, the IRS prefers that 1. An organization exempt from tax under section 501(a), you use your SSN. any IRA, or a custodial account under section 403(b)(7)if the account satisfies the requirements of section 401(f)(2), If you are a single-owner LLC that is disregarded as an 2.The United States or any of its agencies or entity separate from its owner(see Limited liability company instrumentalities, (LLC)on page 2), enter your SSN (or EIN, if you have one). If the LLC is a corporation, partnership, etc., enter the entity's 3. A state, the District of Columbia, a possession of the EIN. United States, or any of their political subdivisions or Note.See the chart on page 4 for further clarification of instrumentalities, name and TIN combinations. 4.A foreign government or any of its political subdivisions, agencies, or instrumentalities, or How to get a TIN.If you do not have a TIN, apply for one 5. An international organization or any of its agencies or immediately.To apply for an SSN, get Form SS-5, Application for a Social Security Card,from your local Social instrumentalities. Security Administration office or get this form online at Other payees that may be exempt from backup www.socialsecurity.gov. You may also get this form by withholding include: calling 1-800-772-1213. Use Form W-7, Application for IRS 6. A corporation, Individual Taxpayer Identification Number, to apply for an 7. A foreign central bank of issue, ITIN, or Form SS-4,Application for Employer Identification 8. A dealer in securities or commodities required to register Number, to apply for an EIN. You can apply for an EIN online in the United States, the District of Columbia, or a by accessing the IRS website at www.irs.gov/businesses and possession of the United States, clicking on Employer ID Numbers under Related Topics. You 9.A futures commission merchant registered with the can get Forms W-7 and SS-4 from the IRS by visiting Commodity Futures Trading Commission, www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676). 10.A real estate investment trust, If you are asked to complete Form W-9 but do not have a 11.An entity registered at all times during the tax year TIN,write "Applied For" in the space for the TIN, sign and under the Investment Company Act of 1940, date the form, and give it to the requester. For interest and 12. A common trust fund operated by a bank under dividend payments, and certain payments made with respect section 584(a), to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are 13.A financial institution, subject to backup withholding on payments. The 60-day rule 14. A middleman known in the investment community as a does not apply to other types of payments. You will be nominee or custodian, or subject to backup withholding on all such payments until you 15. A trust exempt from tax under section 664 or provide your TIN to the requester. described in section 4947. Note.Writing "Applied For" means that you have already The chart below shows types of payments that may be applied for a TIN or that you intend to apply for one soon. exempt from backup withholding.The chart applies to the Caution:A disregarded domestic entity that has a foreign exempt recipients listed above, 1 through 15. owner must use the appropriate Form W-8. IF the payment is for... THEN the payment is exempt for... Interest and dividend payments All exempt recipients except for 9 Broker transactions Exempt recipients 1 through 13. Also,a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker Barter exchange transactions Exempt recipients 1 through 5 and patronage dividends Payments over$600 required Generally,exempt recipients to be reported and direct 1 through 7 sales over$5,000 'See Form 1099-MISC,Miscellaneous Income,and its instructions. 'However,the following payments made to a corporation(Including gross proceeds paid to an attorney under section 6045(%even If the attorney Is a corporation)and reportable on Form 1099-MISC are not exempt from backup withholding:medical and health care payments,attorneys'fees;and payments for services paid by a federal executive agency. Form W-9(Rev.11-2005) Page 4 Part 11. Certification What Name and Number To Give the To establish to the withholding agent that you are a U.S. Requester person, or resident alien, sign Form W-9.You may be requested to sign by the withholding agent even if items 1, 4, For this type of account Give name and SSN of. and 5 below indicate otherwise. 1. Individual The individual For a joint account, only the person whose TIN is shown in 2.Two or more individuals Goint The actual owner of the account Part 1 should sign (when required). Exempt recipients, see account) or,if combined funds,the first Exempt From Backup Withholding on page 2. individual on the account' Signature requirements.Complete the certification as 3. Custodian account of a minor The minor 2 indicated in 1 through 5 below. (Uniform Gift to Minors Act) 4. a.The usual revocable The grantor-trustee' 1. Interest, dividend,and barter exchange accounts savings trust(grantor is opened before 1984 and broker accounts considered also trustee) active during 1983. You must give your correct TIN, but you b.So-called trust account The actual owner' do not have to sign the certification. that is not a legal or valid 2. Interest,dividend, broker,and barter exchange trust under state law accounts opened after 1983 and broker accounts 5. Sole proprietorship or The owner' considered inactive during 1983.You must sign the single-owner LLC certification or backup withholding will apply. If you are For this type of account Give name and EIN of subject to backup withholding and you are merely providing 6.Sole proprietorship or The owner 3 your correct TIN to the requester, you must cross out item 2 single-owner LLC in the certification before signing the form. 7.A valid trust,estate, or Legal entity 4 3. Real estate transactions.You must sign the pension trust certification. You may cross out item 2 of the certification. 8. Corporate or LLC electing The corporation 4. Other payments.You must give your correct TIN, but corporate status on Form you do not have to sign the certification unless you have 8832 been notified that you have previously given an incorrect TIN. 9.Association,club,religious, The organization "Other payments" include payments made in the course of charitable, educational,or the requester's trade or business for rents, royalties, goods other tax-exempt organization (other than bills for merchandise), medical and health care 10. Partnership or multi-member The partnership services (including payments to corporations), payments to a LLC nonemployee for services, payments to certain fishing boat 11.A broker or registered The broker or nominee crew members and fishermen, and gross proceeds paid to nominee attorneys(including payments to corporations). 12.Account with the Department The public entity 5. Mortgage interest paid by you, acquisition or of Agriculture in the name of abandonment of secured property, cancellation of debt, public entity(such as a s qualified tuition program payments (under section 529), state or local government, school district,or prison)that IRA, Coverdell ESA,Archer MSA or HSA contributions or receives agricultural program distributions, and pension distributions.You must give payments your correct TIN, but you do not have to sign the certification. List first and circle the name of the person whose number you furnish.If only one person on a joint account has an SSN,that person's number must be furnished. s Circle the minor's name and furnish the minor's SSN. You must show your individual name and you may also enter your business or"DBA"name on the second name line.You may use either your SSN or EIN(d you have one).If you are a sole proprietor,IRS encourages you to use your SSN. List first and circle the name of the legal trust,estate,or pension trust.(Do not fumish the TIN of the personal representative or trustee unless the legal entity itself is not designated In the account title.)Also see Special rules regarding partnerships on page 1. Note.If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid,the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA.The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return.The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states,the District of Columbia, and U.S. possessions to carry out their tax laws.We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply. CITY OF ROUND ROCK, TEXAS REQUEST FOR APPLICATIONS DEPOSITORY AND BANKING SERVICES EXHIBIT "F" I. INTRODUCTION The City of Round Rock, Texas, ("City") invites qualified banks, credit unions and savings associations doing business in the City to submit applications for the purpose of serving as the City's depository for a period of two (2)years. A. Submittine Applications An Application shall be submitted in a sealed envelope bearing the title "City of Round Rock Depository Application" along with the Applicant's official name, address and representative's name, title and telephone number. Return a completed application form (Attachment A - 2 pgs), analysis statements based on the attached Schedule B and attached Schedule C, along with any additional attachments. Applications shall arrive in the office of the Director of Finance at City Hall, 221 E. Main Street, Round Rock, Texas 78664-5299, by 3:00 P.M. on Thursday, March 29, 2007, at which time applications will be opened and the names of the Applicants announced. Late Applications will not be considered. Late Applications, if properly identified, will be returned unopened. Due to certain restrictions, the City of Round Rock is not able to accept electronically submitted bids at this time. B.Right to Reject Applications The City reserves the right to reject any or all Applications and to waive any non-material irregularities or informalities. C. Authorization The City Manager and Director of Finance are designated either jointly or individually to act on behalf of the City in transacting all business or supporting agreements necessitated by the Depository and Banking Services contract. B. SPECIFICATIONS A.Background Chapter 105 of the Local Government Code (attached hereto as Schedule F) provides for procedures whereby the City may receive applications for the performance of depository services ("Application") from one or more banks, credit unions, or savings associations ("Applicant(s)"). The Director of Finance ("Director") will review the Applications and make a recommendation to the City Council to designate one or more Applicants as the City's depository or depositories ("Depository"). In reviewing the Applications, the Director, consistent with the policy guidelines adopted by the City Council regarding the selection of the Depository, will consider the terms and conditions for the performance of depository services, including the type and cost of services to be provided to the City. In order to assist the Director in reviewing and evaluating the Applications, Applicants shall comply with and provide the information set forth in the following Specifications. Failure to provide the requested information may disqualify the Applicant from consideration for designation.There will be no Depository Services Application,Page] pre-proposal conference. Questions regarding this RFA or the services requested, will be accepted in written (or e-mail) form only, at the Round Rock address above on or before the question deadline listed below. Responses to all material questions submitted will be communicated in writing to all known proposers by the response date. The City reserves the right to reject any or all Applications, waive any non-material irregularities or informalities, and negotiate one or more depository services contracts ("Contract"). Questions regarding these Specifications may be directed to: Cindy Demers Elaine S. Wilson Director of Finance Financial Programs Manager City of Round Rock City of Round Rock 221 E. Main Street 221 E. Main Street Round Rock, TX 78664 Round Rock, TX 78664 (512)218-5400 (512) 218-5400 B.Application Schedule of Events March 5, 2007 (Mon) Specifications available for Applicants March 16, 2007 (Fri) Deadline for questions to RFA March 21, 2007 (Weds) Responses to questions to RFA to known proposers March 29, 2007 (Thurs) Applications returned to Director of Finance and opened: Council Chambers 3:00 PM April 26, 2007 (Thurs) 7:00 P.M.; Regular City Council Meeting. City Council will consider the selection of one or more Depositories April 30, 2007 (Mon.) Pre-service meeting with City staff and Depository representatives June 1, 2007 (Fri.) Effective date of Contract(s). C. Oualifications for Applicants In order to be considered and selected as the City's Depository, Applicants shall have the following minimum qualifications: 1. Applicants shall have a full service branch within the City which serves the citizens of Round Rock. Depository Services Application,Page 2 2. Deposits shall be insurable up to the legal limit by the FDIC. Deposits in excess of FDIC coverage shall be fully collateralized in compliance with V.T.C.A. Government Code, §2257.001 et seq, a copy of which is attached hereto as Schedule E. 3. Applicants shall give evidence of their creditworthiness by supplying the City with a copy of the latest financial statements which were filed with the regulatory agency which has authority over the Applicant. Quarterly and/or annually published reports shall also be submitted to the Director throughout the term of the Contract. Applicants shall also include their most current Sheshunoff(or other similar rating agency) credit ratings and shall provide these ratings quarterly throughout the term of the Contract. Members of bank holding companies should also include corporate annual financial reports. D. Selection of the Depository The Contract(s) for the Depository will be negotiated with the Applicant(s) offering the most favorable terms and conditions, customer service, experience, and price for the handling of City funds and banking services available to the City. E. Term of Contract The Contract will be for a period of two (2) years commencing June 1, 2007, and ending May 31, 2009, or until such time as a successor Depository is selected, whichever occurs last. Service charge rates during this Contract Period shall not increase. However, should the Depository decrease any rates offered to their Commercial customers (as published in the Depository's fee schedule) during the course of the Contract period, these decreases shall also apply to the City. The City shall, at its sole option and for any reason, have the right to terminate the Contract at any time after one year, with ninety (90) days written notice advising Depository of the City's intent to terminate the Contract. The Contract may be extended up to an additional three (3) year term, provided both parties agree in writing to do so prior to the expiration of the original Contract. The extended Contract shall be for the original terms and conditions,plus any mutually approved changes. F. Required Services _Depository Services: The Depository shall provide customary depository services including,but not limited to, accepting deposits, providing for the safekeeping of those deposits, paying checks upon demand, and other services as needed from time to time. The Depository shall maintain all accounts, reports, and records regarding all City transactions for the period of time required by applicable law. The Depository shall be expected to prepare such other reports, accounts and records which may, from time to time, be required by the City in order to properly discharge its duties. The Depository shall be required to provide both vault services as well as local branch services for deposits of the City. The Depository shall designate a Relationship Officer from the Public Funds or Treasury area as a single point of contact for the City. Depository Services Application,Page 3 Vault Services: The Depository shall provide central vault services to the City. Please provide the location(s) of cash vaults where armored delivery of deposits will be accepted along with the cut-off times for same-day ledger credits. Please state how and when validation of vault deposits will be made to the City (i.e. via online reporting, email, same-day fax, next-day fax, etc.). Please state whether your vault will accept loose coins for deposit and whether it will provide required bags for these loose coin deposits. Also, please state what type of bags are required for acceptance by the vault (ie plastic bags, canvas bags, etc). Please provide procedures for encoded checks and a copy of your current availability schedule on how float is calculated. Please provide thorough pricing for the Vault Services area. Branch Services: The Depository shall provide certain services at the local Round Rock branch. The local branch should be able to cash City of Round Rock payroll checks for City employees at no charge to the employee. The local branch should be able to accept loose coins for verification and deposit, provide change orders as needed, and accept deposits as necessary from time to time. Please provide thorough pricing for these and any other Branch Services which may benefit the City. Merchant Services: The City of Round Rock currently has six (6) separate active merchant accounts which accept Mastercard and Visa debit and credit cards. The City of Round Rock has six (6) Hypercom T77 terminals with pinpads at four(4) locations as well as one (1) online service. The City is also in the process of adding 3 new locations as well as another online service. State whether you require a change in equipment in order to use your merchant processing services, and if so, include pricing for new hardware. Describe all fee components related to your merchant processing relationship, including, but not limited to, all association fees, discount rates, and bank transaction fees. Provide the name of your depository's merchant services processor, the city in which your merchant services operations are located, the customer service hours and toll-free numbers. Provide settlement deadline times and funds availability into the City's deposit account. State whether your depository can provide online reporting of merchant activity and describe the reporting functions and data availability. Please provide any additional information or pricing that you feel will benefit the City. Please provide thorough pricing for this service. A proforma statement of the City's merchant activity by merchant is included as Schedule C. Provide an analysis statement based on each merchant's activity using the pricing your depository is proposing. Returned Item Services: All returned items shall be presented twice for payment prior to return to the City. Please state whether your Depository offers detailed return item data transmissions, email, or images via the Web to provide quicker notification to your customers? If so, please provide a list of all available types of notifications along with what details of the item are included (ie check number, check date, reason for return, etc.). If not, do you plan to offer any of these services in the near future? Please provide types of services and timeline of their offering. Please provide thorough pricing for these and any other Return Item Services which may benefit the City. Monthly Statements/Account Reconciliation Services: The Depository shall provide detailed month-end cutoff statements showing all debit and credit activity, balances, interest and service charge information. Statements shall be provided to the City no later than ten (10) calendar days following the end of month cut-off. State whether your depository can provide electronic statements either via email or online reporting. Depository shall be able to provide full and partial reconciliation services to the City. Cancelled checks shall be returned on CD-Rom for all major operating accounts as requested. For those accounts on account reconciliation, a cleared checks list reporting check number, check amount cleared and cleared date should be included on disc along with the account reconciliation reports. Please state how long Depository retains physical cancelled checks and if there are any additional check Depository Services Application,Page 4 safekeeping fees associated with this service. Please state if cancelled check copies can be viewed/requested online. Please provide thorough pricing for all Account Reconciliation Services. Stop Payments: The Depository shall provide an online method for placing stop payment orders, with fax requests as an offline backup method. Please state how long stop payments remain in effect for each method (if different) and provide pricing for each method. Please give any deadlines for same day action for both online and offline methods. Please state whether the online system has query capabilities to verify payment of a check prior to placing a stop payment order. Also include amount of history available in this verification process. Information/Balance Reporting Services: The Depository shall provide online Information/Balance Reporting service. Depository shall provide both current and previous day reporting capabilities. Please provide hours of accessibility and how often information is updated. Please describe a) what type of current day data is available, b) how many days of history can be accessed and retained by City, and c) if the system allows inquiry by date range. Please describe levels and types of security for users of the system as well as security procedures your depository uses to protect the City's data. Please provide thorough pricing for all Information/Balance Reporting Services. Please provide all hardware/software requirements. Please include whether any depository proprietary software provided for this service can be operated in a LAN or WAN environment. Controlled Disbursement Services: The Depository shall provide controlled disbursement accounts to the City. Depository shall state the proposed location these accounts clear through and its relationship to the depository (ie branch, correspondent, etc). Is this location a high dollar group sort (HDGS)? Depository shall state notification time(s) and methods for daily clearings, funding options, and how adjustments will be presented (ie next day or same day adjustments). If more than one notification is made, what average percentage of items are received at each presentment? What average percentage of dollars are received at each presentment? Please provide thorough pricing on all Controlled Disbursement Services. Please provide all hardware/software requirements. Please include whether any depository proprietary software provided for this service can be operated in a LAN or WAN environment. Positive Pay Services: The Depository shall provide electronic positive pay services to prevent check fraud. Depository shall state the types of data transmissions supported and if/how manual issues and deletes can be reported to Depository. Depository shall state how "Paid Not Issued" (PNI) reports are delivered, the deadline for PNI notifications to the City, and the deadline for the City's pay decisions. Depository shall state if check images are available in conjunction with the PNI report, and if so, how they are delivered (i.e. via fax, via Web). Are MICR errors deleted before PNI reports are delivered? Please provide thorough pricing on all Positive Pay Services. Please provide all hardware/software requirements. Please include whether any depository proprietary software provided for this service can be operated in a LAN or WAN environment. Wire Transfer Services: The Depository shall provide online Federal Reserve wire transfer services with telephone transfers as a backup method. Please indicate levels and types of security along with the number of users available with each method. Please state whether depository uses set security codes and capabilities, or whether City has system administrator capabilities, or a combination of both. How long does it take to make changes to authorized users? How much time is required to set up new repetitive wires on the online system (i.e. same day, 24 hours, etc.)? Please include pricing for each method for repetitive, semi-repetitive,non-repetitive, and internal transfers. Also include opening hours Depository Services Appiication,Page 5 and cut-off times for same day execution of outgoing wires, cut-off times for incoming domestic wires for same day credit, and warehousing capabilities of future-dated wires. Please state if your depository allows daylight overdrafts and if there is any additional charge for executing daylight overdraft wires. Please state how the city would be notified of a failed wire and the expected average timeframe for the notification (i.e. same day, 24 hours, etc). Can ACH payments be initiated through the wire transfer system? Please provide thorough pricing on all Fed-Wire Transfer Services. Please provide all hardware/software requirements. Please include whether any depository proprietary software provided for this service can be operated in a LAN or WAN environment. ACH Services: The City currently has a direct deposit payroll program as well as a direct debit program for its Utility department. Depository shall list available methods for sending these transactions (direct transmission, PC based system, etc). Please include location, hours of operation and cut-off times for the ACH unit for initiation of ACH transactions. Please state depository's security and verification procdures for ACH file initiation. Please include depository's process for stop payment and reversal of ACH items. Please describe depository's ACH return process-how City notified, how posted to account, etc. Can your depository automatically redeposit ACH items returned for insufficient or uncollected funds? If so, how are these entries posted to the City's account? If not,please state if this is a service your depository will be initiating in the near future and what the timeline is for this service. The City also receives ACH items from various agencies where ACH addenda information needs to be retrieved. Please state if your depository can provide this information, by what method it may be obtained, and the pricing for this service. Please include thorough pricing for all ACH Services. Please provide all hardware/software requirements. Please include whether any depository proprietary software provided for this service can be operated in a LAN or WAN environment. Online Payment Services: The City currently uses its depository's fully hosted online payment service to accept online payments for its Utility department. State whether your depository can provide an online payment service, including your web hosting options. State whether you partner with a third party provider and the name of that provider. State whether you support the ability to post an invoice, history information, client registration and end-user registration. State what payment types your service accepts along with cutoff times, authentication methods, and return item processing methods for each payment type. Finally, provide information on your implementation process, including, but not limited to, your lead in time for implementation, technical requirements and security administration capabilities, and examples of reporting capabilities. Please provide thorough pricing for this service as well as any additional information about your depository's online payment service you feel benefits the City. Remote Cal2ture Services: The City is interested in implementing remote capture services in the future. Provide details of your depository's remote capture service, including, but not limited to, hardware and software requirements (including scanners), transmission types supported, technical requirements, security administration and reporting capabilities, OCR capabilities, and whether your service can track invoice/payment/account reconciliation data. Please include whether any depository proprietary software provided for this service can be operated in a LAN or WAN environment. Please provide thorough pricing for this service as well as any additional information about your depository's service you feel benefits the City. Depository Services Application,Page 6 Safekeeping Services: The Depository shall provide safekeeping services for investment securities purchased by the City. Securities will be purchased on a Delivery vs. Payment method only per the City of Round Rock Investment Policy (attached hereto as Schedule D). Please state how authorizations for security purchases/sales are accepted by the depository's safekeeping department (i.e. via fax, email, etc). Please provide thorough pricing for all Safekeeping services. Miscellaneous: The depository may be required during the term of the Contract to provide: (1) two-part deposit slips, and (2) plastic deposit bags. Depository shall provide a list of preferred vendors for check and or deposit slip orders and plastic deposit bags. Does depository allow for alternative 3rd party vendors besides those provided? Please provide current pricing for each vendor. Overdraft Protection. Although none is anticipated, overdraft balances may occur from time to time. State your depository's public funds overdraft policy, including the methods, rates, and fees used in determining an overdraft charge. Additional Services. Applicants may offer any additional services that are not specified in these specifications. The City shall have the right to negotiate new accounts or services which are newly offered to the general public during the term of the Contract. Additional Accounts. The City reserves the right to open additional demand accounts as needed during the term of the Contract. Depository Compensation. The City shall maintain balances to compensate the bank in part for services provided. Earnings credit for these balances shall be reflected on the monthly analysis statement. Please specify Depository's method of calculating its Earnings Credit Rate (ECR). Include how the ECR is applied (i.e. collected balance before or after reserves). The City will pay all approved fees and charges once a month. The Depository shall provide a timely, detailed analysis report for all account charges by category for City verification purposes. Please state whether your Depository can offer electronic presentment of the monthly analysis statement and if there is any additional charge for this service. Electronic presentment is not mandatory but would be beneficial. G. Collateralization of Public Funds Collateral for City Funds. To ensure the protection of the City's funds, a Collateral Security Agreement ("Security Agreement") shall be entered into between the City, Depository, and the Third Party Safekeeping Agent. The Security Agreement shall be structured in accordance with statutory and regulatory agency requirements. In accordance with the Government Code, §2257.001 et seq, (see Schedule E) all City monies held by the Depository above the FDIC insurable limits shall be collateralized with securities pledged to the City at 102% of the current market value. The amount of collateral will be determined by the City. Please state any maximum dollar amount of collateral your Depository is willing to provide. An average of one million dollars ($1,000,000) is kept pledged at all times. Investments which may be pledged to secure City funds are governed by Chapter 105, Local Government Code (Schedule F) and Chapter 2257, Government Code (Schedule E). In addition to the foregoing, all monies shall be collateralized in accordance with the City of Round Rock Investment Policy (Schedule D). Depository Services Application,Page 7 The City reserves the right to reject any pledged collateral that the Depository may wish to pledge. The Depository shall provide a monthly report of all securities pledged against the City's deposits. Please provide thorough pricing on Collateral Services. Release of Collateral. No collateral will be withdrawn, released or substituted without the prior written consent of the City Director of Finance or his deputies. The City will release collateral only if it is satisfied that such collateral is not needed as security for the City's deposits. Additions to Collateral. In the event the amount of City funds on deposit with the Depository exceeds at any time 102% of the current market value of the collateral securing such deposits, the Depository shall immediately pledge additional acceptable collateral to make up the deficiency. Third Party Safekeeping. All securities pledged shall be held in the custody of an independent third party agent designated by and mutually approved by the City and Depository. The Third Party Agent shall provide a monthly report, including market values, showing all securities it holds pledged to the City. H.Earned Interest Evaluations To assist in evaluating each application, the City has prepared a proforma analysis statement (Schedule B) for its group summary accounts. Provide an analysis statement based on this statement's activity and balance information using the pricing your depository is proposing for each service. All of the accounts included in this group summary are interest bearing accounts. I. Exceptions to Specifications Any exceptions to or deviations from these specifications shall be fully described and explained on a separate page, labeled as such, and attached to this Application. Depository Services Application,Page 8 J.Attachments The following attachments are hereby made a part hereof by reference: 1. Attachment A (2 pages) - Depository Services Application Form K. Schedules The following schedules are hereby made a part hereof by reference: 1. Schedule A (1 page)— Summary & Statistics 2. Schedule B (3 pages)—Proforma Analysis Activity 3. Schedule C (5 pages) - Merchant Services Analysis Activity 4. Schedule D (17 pages) - City of Round Rock Investment Policy 5. Schedule E (6 pages) - V.T.C.A. Government Code Chapter 2257 6. Schedule F (6 pages) - Texas Local Govt. Code Chapter 105 Depository Services Application,Page 9 ATTACHMENT A CITY OF ROUND ROCK DEPOSITORY SERVICES APPLICATION FORM 1. The undersigned bank, credit union or savings association (hereinafter called Applicant), for the privilege of acting as Depository of the City of Round Rock, Texas, and in consideration of the required services specifications, supporting schedules, and attached activity shall prepare and attach to this Application a pro-forma analysis statement in accordance with its proposed pricing. 2. Applicant names the following Public Funds or Treasury Officer as the Relationship Officer for the City of Round Rock: Name: Title: Phone number: Email address: 3. Attach a separate page(s) with information regarding any and all fees and services affecting this Application as requested in the Required Services section. Also include any information regarding fees and services which you feel may benefit the City not specifically mentioned in the required services section. 4. Attach a copy of the latest financial statement which Applicant filed with the regulatory agency which has authority over the Applicant, a current credit ratings report, along with a corporate annual financial report for Applicant's holding company. Depository Services Application,Page 10 5. Provide copies of all agreement forms and statements that are expected to be executed if the Contract is awarded to your Depository, including, but not limited to: Collateral Services Agreement Controlled Disbursement Agreement Wire Transfer Agreement Balance Reporting Agreement Automatic Clearing House Agreement Safekeeping Agreement Banking Services Agreement Positive Pay Agreement Treasury Services Agreement Terms & Conditions Statement Account Reconciliation Agreement Merchant Services Agreement APPLICANT: BY: (Authorized Signature) (Typed or Printed Name) TITLE: ADDRESS: CITY, ST.: TELEPHONE: DATE: Depository Services Application,Page 11 SCHEDULE A Summary & Statistics The City of Round Rock, Texas is a home-rule chartered municipality located just north of Austin. Today, there are over 90,100 individuals calling Round Rock home, along with Dell Computers and the Round Rock Express minor league baseball team. The City has experienced tremendous growth over the past decade. This has led to a need for more efficient Depository services. The City of Round Rock has a certified treasury professional on staff to work with its Depository in the ever-changing world of treasury management. The City currently has six (6) interest-bearing checking accounts, a controlled disbursement account, a sweep account, along with two (2)non-interesting bearing accounts. The accounts consist of a main Operating account, a Payroll account, a Health Claims account, a Financial Services account, three (3) Debt Service accounts, and a grant account. Two of the City's accounts currently use Positive Pay services. The City has six to ten (6-10) departments which ship deposits to vault services. The Utility department also encodes their checks for deposit. The City's treasury area currently uses online balance reporting, online Fed-wires, online payments and reporting, and direct transmission of ACH and Positive Pay files. Please see the attached proforma activity for more details on the City's current activity. The City is looking to its future Depository to help migrate to more efficient methods of receipts and disbursements. The City is also looking in the future to offer more internet payment capabilities and converting check payments to ACH items. Our new Depository will need to be capable of assisting in the implemention of these services for the City. The City looks forward to working with its Depository over the next few years in developing these services. Depository Services Application,Page 12 Bank of America tlgher Standards Kathaleen Ford Smith Senior Vice President Government Group March 29, 2007 Cindy Demers Director of Finance City of Round Rock City Hall 221 E. Main Street Round Rock,Texas 78664-5299 RE: Proposal for Depository and Banking Services for the City of Round Rock Dear Cindy: Thank you for the opportunity to respond to the City of Round Rock's Request for Depository and Banking Services. On behalf of Bank of America,we respectfully submit the enclosed response for the banking services. The pricing in this proposal is based on the overall relationship that the City has with Bank of America and is reflective of how the relationship has grown over the years. Our proposal includes a 36% across the board price reduction and potential credits totaling $15,000 (contingent on the implementation of specific new product solutions). Bank of America has a consistent track record of support for the City of Round Rock. In addition to providing the City with state-of-the-art cash management solutions, we have also provided the City with leasing solutions. Since the inception of this relationship, Bank of America has met on a regular basis with City staff. These meetings have allowed Bank of America to stay abreast of the City's Strategic Initiatives and have allowed the Bank to present new ideas and innovative solutions to assist in the accomplishment of these goals. This open dialogue has created a great partnership that continues to bring efficiencies and technology to the City. In addition to the 36% price reduction, Bank of America would like to offer to a credit to the City of $5,000 with the implementation of Remote Deposit Service within the first nine months of the initial contract. Separately, we will offer a credit of$10,000 with the implementation of our ePayables and/or PayMode solution when activated within the first nine months of the initial contract. It would be an honor for Bank of America to remain the City of Round Rock's financial services provider. City of Round Rock is one of Bank of America's most valued clients. The price reduction reflects the high regard we place on our relationship with the City of Round Rock. We look forward to the great privilege of serving you with the best value. Again, we appreciate this opportunity to present our proposal and look forward to discussing it with you. Respectfully Submitted, Kathaleen Ford Smith EXHIBIT "G" Senior Vice President Bank of America•TX9-329-11-01,515 Congress Avenue,Austin,Texas 78701-3503 Telepbone:512-397-2026•Facsimile:512-397-2002 kathaleen.ford-smith@bankofamerica.com Proposal for Depository Services to .O,.�� City of Round Rock, Texas Bank of America WHigherStandards Price Schedule Bank of America• Confidential BankofAmerica. __ Maintenance and Other Services Monthly Account Maintenance for Checking..................................................$ 7.00 General Checks Paid—Truncated................................................................... .07 General Checks Paid—Non-Truncated.......................................................... .07 CreditsPosted ................................................................................. .25 Credits Posted- Electronic.............................................................................. .05 DebitsPosted-Other ................................................................................. .07 Debits Posted- Electronic ............................................................................... .05 Ledger Overdraft (Per item)............................................................................ 20.00 FDICassessment ........................................................................................... current Bank of America assessment Daily negative collected balance ................................................................... Prime plus 3 b.p. Miscellaneous Account Services Interim Bank Statements (One Statement per month, no charge)................. 5.00 DuplicateStatement....................................................................................... 5.00 Cashier's Checks......... ................................................................................. 3.00 MoneyOrder.............. .................................................................................. 4.00 AccountResearch Fee ................................................................................. 20.00 Balance Inquiry Fee- Manual.......................................................................... 2.00 AccountPrintout............................................................................................ 5.00 Non-Client Check Cashing Fee...................................................................... &.00 Waived PerCheck Copy............................................................................................ 3.00 CPA Confirmations Per Request.................................................................... 10.00 Statement Copy Request................................................................................ 5.00 Manual stop via Telephone and Written Instructions, per stop ...................... 20.00 Check clearing Items deposited, per item (pre-encoded)........................................................ .05 Items deposited, per item (includes encoding fee)......................................... .07 Foreignitem.................................................................................................... 1.00 Rejects, per item 1%or less of daily volume........................................................................ .10 More than 1%of daily volume.................................................................. .50 Return Item Processing ReturnItems ................................................................................................... 1.00 ReturnItems Reclear...................................................................................... 1.00 Return Items Telephone Advice (per call)...................................................... 10.00 Return Items Notification- Fax........................................................................ 1.00 Return Items Notification- Photocopy............................................................. 1.00 ' The Overdraft Handling Charge is for processing of the transaction. There is also a Funds Usage charge of Prime Rate on the uncollected funds for the day,which is calculated at the relationship level. FDIC assessment. Accounts will be charged on the end-of-month ledger balance based on the current FDIC assessment. In the event of changes in the FDIC assessment set by the federal government, Bank of America may increase or decrease this fee. Confidential 1 BankofAmenca. Return Item Alternate Charge......................................................................... .60 Return Item Alternate Address ....................................................................... .65 Return Item Duplicate Advice......................................................................... .65 Return Item Store Processing......................................................................... .65 Return Item Special Handling (per item)......................................................... 1.00 Electronic Return Item Notification PerReturn Item-ERIN................................................................................... 1.25 Per Return Item- ERIN +............................................................................... 1.35 Return Item Data (per keystroke) ................................................................... .03 Return Item -Maker Required Fee................................................................. .60 Zero Balance Account Standard service (ZBA), per month Per master account.................................................................................. .00 Per subsidiary account............................................................................. 10.00 Funds concentration Depository+ Per master account, per month................................................................ 25.00 Per subsidiary account, per month........................................................... 1.00 Total funds Roundup (TFR) Per master account, per month................................................................ 50.00 Per subsidiary account, per month........................................................... 25.00 Total Funds Roundup+ (TFR+) Per master account, per month................................................................ 50.00 Per subsidiary account, per month........................................................... 25.00 Controlled disbursement Maintenance, per account, per month............................................................ 50.00 Checks paid, per item Withtruncation ......................................................................................... .07 Withouttruncation .................................................................................... .07 Funding credit, per item.................................................................................. .00 Account reconciliation Check sorting with or without reconciliation Fixed, per reconciliation, per account...................................................... 100.00 Peritem.................................................................................................... .10 Full reconciliation Fixed, per reconciliation, per account ...................................................... 25.00 Full reconciliation input per item Transmission or diskette...................................................................... .03 Full reconciliation input file, per occurrence Transmission....................................................................................... No fee Diskette ............................................................................................... 50.00 Full reconciliation output file, per occurrence Transmission....................................................................................... 7.00 Diskette ............................................................................................... 50.00 Partial reconciliation Fixed, per reconciliation, per account...................................................... 25.00 Partial reconciliation, output per item Transmission or diskette..................................................................... .03 Reportonly.......................................................................................... .03 / i Confidential 2 Bankof America. Partial reconciliation, output file, per occurrence Transmission....................................................................................... 7.00 Diskette ............................................................................................... 50.00 CD ROM Permonth................................................................................................. .00 PerCD...................................................................................................... 5.00 Peritem .................................................................................................... .02 PerCD recreation..................................................................................... 35.00 Per item (historical) .................................................................................. .06 Image retrieval, per image.............................................................................. .10 Safekeeping Peroriginal............................................................................................... 5.00 Peritem.................................................................................................... .06 Miscellaneous Additional and duplicate reports............................................................... 10.00 Aged paid not issued, per item................................................................. .05 Float disbursement, per account.............................................................. 50.00 Manual issue input, per item.................................................................... 5.00 Special processing, per hour.................................................................... 40.00 Reports online Short term storage............................................................................... 20.00 Long term storage............................................................................... 30.00 Stale date/maximum dollar maintenance, per month..................................... .00 Electronic positive pay No reconciliation Maintenance........................................................................................ 50.00 Input, per item ..................................................................................... .02 With full reconciliation Peraccount ......................................................................................... .00 Peritem............................................................................................... .00 With partial reconciliation Peraccount......................................................................................... .00 Peritem............................................................................................... .00 Payee Positive Payee Name Positive Pay Issue Match, per item.................................... .03 Payee Name Positive Pay Seal Match, per item ..................................... .04 Positive pay item returned (for reasons other than fraud) .................................................................. 5.00 Positive pay image requested- Direct, per image......................................... .00 ACH applications Set up fees ACHsetup, per set up.............................................................................. 400.09 Waive Each additional set up, per company ID .................................................. 50.09 Waive (Only applicable for clients processing through San Francisco) ACHtransmission set up/test, per set up................................................. 60.00 Waive Monthly maintenance fee ACH monthly maintenance....................................................................... 10.00 Input, per file Transmission............................................................................................ 7.00 Vendor(batches) 1 to 10 batches.................................................................................... 20.00 greater than 10 batches ...................................................................... 10.00 PC/Direct, per file..................................................................................... 7.00 Confidential 3 Bank of America. Originated items, per item ACH originated addenda, per addendum....................................................... .01 Consumer credits/debits-on us/off us, per item..................................... .05 Corporate credits/debits-on us/off us, per item ..................................... .05 ACH international items 1 to 100 items...................................................................................... 3.50 101 to 500 items.................................................................................. 2.50 greater than 500 items........................................................................ 1.50 ACH received items Debit, per item.......................................................................................... .10 Credit, per item......................................................................................... .10 Exception item processing ACH returns and notification of change, per item 1-1,000................................................................................................ 1.00 1,001 and greater................................................................................ .75 ACH reclear, per item 1-200................................................................................................... 2.50 201-1,000............................................................................................ 1.00 1,001 and greater................................................................................ .75 ACH delete/reversal item, per item.......................................................... 7.50 Delete/reversal batch/file, per file/batch................................................... 50.00 ACH standard and optional reports, per report Mail........................................................................................................... 10.00 Fax............................................................................................................ 1.00 Electronic.................................................................................................. 1.00 Optional services ACH blocks and filters maintenance, Peraccount......................................................................................... 10.00 ACH blocks/filters add/change, per change............................................. 2.00 ACH receipt file maintenance, per month ................................................ 50.00 ACHreceipt file, per item ......................................................................... .10 ACHspecial handling, per hour............................................................... 35.00 ACHdrafts, per draft................................................................................ 3.00 ACHreturn item file, per month................................................................ 50.00 Wires transfers Outgoing domestic wires Bank assisted transfer, draft or request, each ......................................... 50.00 Telephone initiated via wire transfer department Domestic transfer, per wire ................................................................. 15.00 Booktransfer, per debit....................................................................... 7.50 Drawdown request, per request.......................................................... 10.00 Drawdown response, per wire............................................................. 20.00 Standing order transfers Domestic transfer, per wire................................................................. 15.00 Booktransfer, per debit....................................................................... 4.00 Electronically initiated via terminal/PC Bank of America Direct wire monthly maintenance fee..................... .00 Domestic transfer, per wire................................................................ 4.00 Domestic transfer with repair, per wire............................................... 11.00 Book transfer, per debit...................................................................... 4.00 Drawdown request, per request......................................................... 7.50 Bank maintained templates (domestic/international) storageper template...................................................................... 1.00 1 Customer maintained templates (domestic/international) storage, per template..................................................................... .00 Confidential 4 BankofAmeric%� Incoming wires Domestic transfer, per wire...................................................................... 3.00 Book transfer, per credit........................................................................... 1.00 International, per wire............................................................................... 12.00 Outgoing international wires Bank assisted transfers, drafts and request, each................................... 50.00 Telephone initiated via wire transfer department Manual US$transfer, per wire ............................................................ 40.00 Telephone initiated via foreign exchange department. Foreign draft issuance, per draft......................................................... 15.00 Foreign draft stop payment, per request............................................. 35.00 Manual foreign currency transfer, per wire.......................................... 35.00 Standing order transfers International transfer, per wire ............................................................ 25.00 Electronically initiated via terminal/PC Electronic US$transfer, per wire ........................................................ 25.00 Electronic foreign currency transfer, per wire ..................................... 15.00 Electronic US$transfer-charge ours, per wire................................. 40.00 Electronic foreign currency transfer-charge ours, perwire........................................................................................... 30.00 Electronic US$draft issuance, per draft.............................................. 5.00 Electronic foreign draft issuance, per draft.......................................... 5.00 On-site draft printing, per draft....................................................... 2.50 Multibank payment message, per message .................................. 5.00 Notification, per advice Mail........................................................................................................... 2.00 Telephone ................................................................................................ 15.00 Fax............................................................................................................ 5.00 Miscellaneous Investigations (tracers, cancellations, recalls, amendments And request to return wires on client's behalf) Domestic, per investigation.............................................................. 20.00 International, per investigation....................................................... 35.00 Cash processing Banking center Incoming deposits: Banking center deposit, per deposit......................................................... .25 Teller verification, per$100...................................................................... .10 Quick Business Deposit, per deposit ....................................................... .25 QBD cash verification, per$100 .............................................................. .05 QBD deposit (two-pocket)plastic bags Purchase ............................................................................................. At cost Non-standard bag surcharge ................................................................... 5.00 Plus teller verification processing Fee, per$100.................................................................................. .10 Processingfee, per QBD bag .................................................................. No fee PlusQBD, per$100 ............................................................................ .05 Miscellaneous: Deposit correction, per cash and non-cash deposit............................ 3.00 Deposit correction duplicate................................................................ 3.00 Additional fax notification, per fax ....................................................... 1.00 Change orders: Perchange order................................................................................. 2.20 Currency supplied, banking center Per$100......................................................................................... .10 Confidential 5 Bank of America. Coin supplied-banking center (. Perroll............................................................................................ .08 Perbox, per roll.............................................................................. .08 Cash Vault Incoming deposits: Vaultdeposit, per deposit.................................................................... .25 Cash deposit at vault, per$100.......................................................... .05 Processing fee, per plastic bag........................................................... No fee Non-standard bag surcharge .............................................................. 5.00 Plastic deposit bags (cash vault) purchase......................................... At cost Bulk coin deposits: Standardbag, per bag......................................................................... 2.00 Non-standard bag, per bag................................................................. 3.00 Plus deposit processing fee, per$100................................................ .05 Miscellaneous: Deposit correction, per cash or non-cash deposit............................... 3.00 Deposit correction duplicate................................................................ 3.00 Telephone notification, per telephone call .......................................... 6.00 Additional fax notification, per fax ....................................................... 1.00 Change orders: Perchange order................................................................................. .50 Currency supplied-vault In standard straps, per$100.......................................................... .06 In non-standard straps quantities, per$100 .................................. .08 Coin supplied-vault Perroll............................................................................................ .06 Per box, per roll....................................................................... .06 Tamper Evident Plastic Bags.......................................................................... Vendor Charge Bank of America Direct Information reporting service Previous day maintenance, per company, per month.............................. 25.00 Current day maintenance, per company, per month................................ 25.00 Per account maintenance, per month...................................................... 5.00 Detail, per item Previous day detail-standard storage............................................... .05 Previous day detail-extended storage.............................................. .05 Currentday detail................................................................................ .05 Incoming data exchange Previous day per account maintenance................................................... 25.00 Current day per account maintenance..................................................... 30.00 Detail, per item Previous day detail, standard storage................................................. .10 Previous day detail, extended storage................................................ .12 Currentday detail................................................................................ .15 Terminal stop payment Less than or equal to 12 months, per stop............................................... 3.00 Greater than 12 months, per stop............................................................ 7.00 Perstop payment inquiry.......................................................................... 1.00 Perpaid item inquiry................................................................................. 1.00 Direct, per transfer.......................................................................................... .00 Direct DDA Statement, per account................................................................ .00 ImageAccess, per image............................................................................... .10 Confidential 6 BankofAmerica. Remote Payments Online Implementation Gatewaymode......................................................................................... 1,500.00 One time pay(IVR) interface.................................................................... 3,000.00 One time pay(Web) interface.................................................................. 2,500.00 One time pay(CSR) interface.................................................................. 3,000.00 Enrolled (Web) interface........................................................................... 3,500.00 Enrolled (IVR) interface............................................................................ 4,500.00 Maintenance Monthly maintenance, per client.............................................................. 75.00 Monthlyminimum..................................................................................... 200.00 Transaction fees, per item 0-75,000................................................................................................... .25 75,001 and greater................................................................................... .20 Optional Services MAM file support, per month.................................................................... 100.00 TEL (CSR model)customer notifications- NACHA compliance Confirmation letter, per letter.......................................................... .75 Confirmation postcard, per postcard.............................................. .50 Confirmation email, per email ........................................................ .01 IVR —telephone charges.......................................................................... At cost IVR—transfer connects from IVR to customer service Pertransfer.......................................................................................... .50 IVR — recording and authorization, per gig, per month............................ .60 Negative database search, per item ........................................................ .02 Reporting Standard online reporting......................................................................... No fee Daily remittance reporting...............................................•........................ No fee Customized reporting, per hour................................................................ 175.00 EDI Receiving Implementation......................................................................................... 250.00 Maintenance, per month........................................................................... 250.00 Fax maintenance, per month.................................................................... 20.00 Advising—fax, per page........................................................................... 1.50 Reassociation, per payment..................................................................... 1.00 Transfer fee for electronic reporting......................................................... 1.00 Global advice— receiving Implementation......................................................................................... 60.08 Waived Maintenance, per month........................................................................... 10.00 Global advice receipts, per payment........................................................ .50 Origination (The Payment Network) Implementaion, per ISA Globalelectronic .................................................................................. 5,000.00 Domesticelectronic............................................................................. 3,000.00 Domestic electronic-limited functionality............................................. 1,500.00 Issuefile—828..................................................................................... 1,500.00 Vendorsupported/TMS..................................................................... 1,500.00 WireSTP............................................................................................. 1,500.00 Papersurcharge.................................................................................. 1,500.00 ERPsurcharge.................................................................................... 2,000.00 BulkFX surcharge............................................................................... 2,000.00 Maintenance Payment Network monthly access, per ISA........................................ 900.00 Confidential 7 Bank of America. WireSTP, per ISA............................................................................... 250.00 Issue file-828, per ISA...................................................................... 75.00 Split remittance-X12 file, per trading partner.................................... 10.00 Check production-per check 1 to 2,500 ............................................................................................ 1.00 2,501 to 5,000 ..................................................................................... .80 5,001 to 10,000................................................................................... .45 10,001 and over.................................................................................. .33 Check production additional page............................................................ .18 Check production same day print surcharge per check........................... .10 Check production batch, per batch .......................................................... 15.00 Check production manual insertion 1-5 pages ............................................................................................ No fee >5 pages, per envelope....................................................................... .30 Check production pulls, per manual check pull........................................ 20.00 Check production postage........................................................................ at cost Programming, per hour............................................................................. 140.00 Split remittance advice-mail, per page.................................................. 1.50 Split remittance advice setup-fax, per trading partner........................... 50.00 Split remittance advice-fax, per page.................................................... 1.50 Split remittance advice setup-X12 file, per trading partner.................... 200.00 Vendor file setup, Per setup..................................................................... 10.00 Vendor file storage, per trading partner................................................... 1.50 Global advice-payments Implementation-A/P or EOB, per ISA.................................................... 500.00 Monthly maintenance, per ISA................................................................. 150.00 Reporting-A/P or EOB, per payment 1 to 5,000 ............................................................................................ .50 5,001 -20,000 .................................................................................... .40 20,001 and greater.............................................................................. .30 Analysis Implementation......................................................................................... 50.00 Maintenance............................................................................................. 175.00 Financial information Implementation......................................................................................... 100.00 Maintenance............................................................................................. 200.00 Lockbox Wholesale paper-basic fees Monthly maintenance, per box................................................................. 115.00 Items processed, per check..................................................................... .28 Options Checkprint, per item ........................................................................... .04 Reassociation, per item....................................................................... .08 Detail returned, per item...................................................................... .05 Package Prep per month per box ............................................................ 30.00 Image lockbox-basic fees Monthly maintenance, per box................................................................. 125.00 Item processed, per check....................................................................... .30 Document imaged, per image.................................................................. .04 Additional basic fees (wholesale and Image) Minimum item fee, per month, per box..................................................... 100.00 Non-depositable/correspondence, per item........................................... .25 Foreign item, per non US check............................................................... 1.50 Deposit preparation, per deposit.............................................................. 1.25 Lockbox deposit, per credit...................................................................... .60 Confidential 8 Bank of America. Walk-in deposit, per envelope ........................................................................ 5.00 Data output Data capture, per keystroke..................................................................... .01 Data transmission Monthly maintenance, first box ........................................................... 100.00 Additional box (same transmission/LBX site).................................... 40.00 Peritem (check)........................................................................:......... .10 Image output Data capture, per keystroke..................................................................... .01 Image transmission Monthly maintenance, per box............................................................ 175.00 Peritem (check).................................................................................. .07 Black &white file conversion setup..................................................... 350.00 Image download Monthly maintenance, per box............................................................ 100.00 Peritem (check).................................................................................. .06 Image CD Rom, per disk.......................................................................... 15.00 Image web-access Monthly maintenance, per box............................................................ 100.00 Per item (check processed) ................................................................ .05 Non-business day web access............................................................ 50.00 Client print, per item processed ............................................................... .05 Mail out options First class mail, per check/correspondence........................................... .25 Overnightcourier...................................................................................... at cost Automated Overnight Investment Service Monthly Maintenance Repurchase Agreement...................................................................•....... 50.00 EuroDollarDeposits ................................................................................. 50.00 MutualFunds............................................................................................ 50.00 PerMulti-Account..................................................................................... 50.00 SplitInvestment Sweep.................................................................................. 175.00 Auto Fax Daily Sweep Confirm....................................................................... 30.00 Direct Sweep Activity Report.......................................................................... 20.00 Applies to checks and other items (excluding cash) deposited; additional fees for processing cash deposits are listed in the miscellaneous fees section for the Schedule of Fees for Analyzed Business Accounts brochure. *** Transaction limits for savings accounts. The Deposit Agreement and Disclosures and federal regulations limit certain transactions for savings accounts. Legal limit: No more than a total of six transfers each monthly statement cycle from a saving account by means of a preauthorized transfer (automatic, wire, telephone or Online Banking), check, draft or debit card: of the six transfers, if checks, drafts or debit cards are allowed on the account, nor more than three transfers may be made by check, draft or debit card. For some accounts we charge a fee for each transaction that exceeds these legal limits. This fee applies regardless of your account balances. If you exceed these legal limits on more than an occasional basis, we convert your account to another type of an account and your account may no longer earn interest. Fees that may apply Earnings allowance rate: We calculate an earnings allowance on your current month's average positive collected balance less an amount that we determine applies for reserves applicable generally Confidential 9 Bank of Amenca. to transaction accounts under the rules of the Federal Reserve. If government reserve policies change, we may increase or decrease this amount without notice. The earnings allowance may be used to offset many monthly service charges. The earnings allowance applies to Full Analysis Business Checking and the Zero Rate Investment Account. The earnings allowance applies only to the current statement cycle. It does not accrue beyond the current statement cycle. This is an important document. Please file it with your other bank records. Confidential 10 Banc of Amenca. PRODUCT/SERVICE SAFEKEEPING SERVICES Account Maintenance—Monthly Fees 5.00 Asset Maintenance—Monthly Fees: -Average Par Value of Assets Held(fees per 1,000) -Charge for first 1,000,000 par .001 -Charge for next 4,000,000 par .001 -Charge for next 5,000,000 par .001 -Charge for subsequent amount>I 0,000,000 par .001 Deposits"ins"/Withdrawals"Outs" 8.00 Security PI edging/Rel casing 20.00 Disbursement Fees: -MBS/ABS Paydowns&Other Unique Securities Income Processing 16.50 -Interest Collection/Disbursement for Credit to Account .50 -Redemption/Maturities/Called Bonds for Credit to Account 1.00 -Safekeeping of Assets/Per Receipts .60 -Disbursement via Check or Wire 15.00 Account Billing Fee—(Minimum Monthly Fee) 25.00 Verification Statement 5.00 Registration of Securities actual cost (Not applicable for securities purchased or sold through Bank of America) Security Delivery/Receipt per occurrence: 50.00 -DTC(Book Entry)Eligible -FRB(Book Entry)Eligible OTHER CHARGES -Research Request -Registration of Securities Actual Charge -Clearance of Physical Securities Confidential 11 Bank of America. Bank of America Safekeeping Deposits and Withdrawals Securities deposited or withdrawn to/from safekeeping,including securities that are traded through a Bank of America affiliate bank,Banc of America Securities LLC*,or other broker/dealers. Security Pledging and Releasing The pledging or release from pledge of securities held in a safekeeping account as collateral for public funds deposits or for loans. Disbursement Fees: Mortgage-Backed/Asset-Backed(MBS/ABS)Paydowns and Other Unique Securities Income Processing(per receipt) Monthly principal and interest payments collected and disbursed on mortgage-backed,asset-backed and other unique securities(i.e.,REMICs,government exports.etc.) Interest Collection/Disbursement for credit to Account(per receipt) Payment of interest on securities held in a safekeeping account by issuance of credit to Bank of America Demand Deposit (DDA)or savings account. Redemptions/Maturities/Called Bonds(per receipt) l/ Payment of principal on maturing or called securities held in a safekeeping account by issuance of credit to Bank of America 1 Demand Deposit(DDA)or savings account. Funds Disbursed via Check or Wire Payment of interest or principal on securities held in a safekeeping account by issuance of a cashiers check or wiring of funds to an account maintained with another financial institution.(Cashiers Check,Wire Transfers,etc.) Account Maintenance—Monthly Fees Safekeeping account maintenance fee for each safekeeping account maintained. Account Billing Fee Annual charge for billing of fee to customers who require a bill rather than a direct charge to their Bank of America DDA or savings account. Verification Statement Statement of assets held in safekeeping at Bank of America. Registration of Securities Physical securities delivered to a Transfer Agent for registration into a customer's name or into Bank of America nominee name. Confidential 12 BankofAmerica. Asset Maintenance—Monthly Fees: Safekeeping of Assets per Receipts Safekeeping maintenance fee based on average number of receipts held during the month. Par Fee Schedule—Value of Assets Held(per 1,000) Safekeeping maintenance fee based on average par value held during the month.The tiered prices apply to the total par in each range. CLEARING SERVICES (Not applicable for securities purchased or sold through Bank of America) DTC(Book Entry)Eligible(per settlement) Clearing of a securities trade that settles book-entry through Depository Trust Company FRB(Book Entry)Eligible(per settlement) Clearing of a securities trade that settles book-entry through the Federal Reserve Bank's securities transfer system,U.S. Treasuries and Government Agencies. MBS/ABS and Other Unique Securities(per settlement) Clearing of a securities trade involving mortgage-backed,asset-backed,private placements,limited partnerships,REMICs, VRAPs,VRDNs,government exports or other non-standard securities,settling through a Bank of America custodian bank or depository. Physical Securities(per settlement) Clearing of a securities trade that settles in physical form through a Bank of America custodian bank or depository. Free Movements(per security) Securities received/delivered for a safekeeping customer free of payment,with no funds exchanged. OTHER CHARGES Any special charges(out-of-pocket expenses such as postage,courier charges,etc.)are charged as incurred. BILLING TIMING Typical billing cycle is monthly or as specified by sales representative. Note: *Banc of America Securities LLC(and its successors)is a subsidiary of Bank of America Corporation and is a member SIPC/NASD. Confidential 13 Remote Deposit Service Price Schedule erYle �' Oost'; Descrptlon/�ornrnenYs: RDS MONTHLY MAINTENANCE x Per Client $50f Billed at master account level for the service (grouped under one billing account—billed at group level) RDS- MONTHLY LICENSE FEE Per Workstation: Per scanner/workstation 0-50 $15.00 Billing Account Level—Tiered. If a client has 65 51-100 $12.50 locations, the first 50 are charged at$15 per workstation, 101-250 $10.00 and the next 15 are charged the $12.50 pricing, and so 251+ Contact Product Mana ement on. RDS- IMAGE PROCESSING Per Item: Per item charge for all RDS transmitted items. 0-2,500 $0.15 @ Billing Account Level — Range pricing based on #of 2,500-5,000 $0.13 items processed. Once per item volumes reach the next 5,001-25,000 $0.11 threshold, all items will receive that threshold's unit cost. 25,001+ $0.09 (i.e. Client starts with one location processing 1,500 items. That month's charge would be .15Atem. However, they add more locations and total volume for the next month is 5,500, at which point all 5,500 items would receive the .11/item price. RDS- EXCEPTION PROCESSING Per Item $0.35 Per item charge for checks encoded that do not meet item Wor deposit limits set by client requiring Bank level quality review (min/max item/deposit limits). RDS- FILE EXPORT Future Offering TBD File transmission charge to combine multiple locations into single output file for client Accounting Package loads. RDS- PROFESSIONAL SERVICES Per Hour $150 Per Hour Fee to perform customization to software/export files, On-Site Training. (travel expenses also apply), etc. Bank of American Confidential 1 _ '34 �' i"'t, r- ,n :r . ,x. 3+ r i,'.p �y,�k�,mµ r .$5 SM " S'rt� f '0001' < x Y3,, i �t "--.rd �'.,t:; RDS-LOCATION IMPLEMENTATION Per Location: Charge to setup each location on RDS database and open necessary firewalls. 0-50 Waived$2&.99 51-250 $22.50 Billing Account Level—Tiered 250-500 $20.00 500+ $18.50 . ,,,:.�.. n,: :i,r ;,; i•C,„r^:Nom. f ,, r i "i r t ,._ + r5 � ry . 4 in q-.,.� eGbst _ t t� Arrlrymnts , f �.',; IN RDS Scanner* TS 230-65 Ink jet model. USB ready, hopper holds 50 checks, allows for continuous feeding of additional checks, for quick $1,500.00 scan operation. NOTE: Scanner cost is Includes: 1) One hour phone installation and training 2) 12 waived for the first month scanner maintenance & next day hot swap service machine Monthly-Cost: Descriptictn0ommer�tsr F F r r � i'4, Scanner EXT WRNTY TS 230-65 $10.00 Monthly charge per scanner for scanner maintenance support and next day hot swap service After initial 12 month warranty, client will default to extended warranty plan above unless client cancels maintenance agreement in writing. NOTE: Bank of America Leasing may he used to assist clients wiih financing purchase onces. Bank of American Confidential 2 CashPay° Schedule of Fees Effective June 5, 2006 Company Enrollment- Account owner electronic enrollment........................... ........................................................$4.00 one-time fee, per account Web application monthly access fee............................ .............................................$5.00 per company user ID, per month Funding- ACH funding ................................................................ .................................No CashPay fee-Standard ACH per-item fee Web exception funding(optional)................................. ...................................................................................$4.00 per item Manual exception processing (optional)....................... .................................................................................$10.00 per item Account owner-Complete fee schedule Monthly fees- Monthlymaintenance................................................... ................................................................................$1.50 per month Monthly maintenance................................................... ......................................................$2.00 per month(ATM card only) ATM and purchase transaction fees- ATM withdrawal domestic'........................................... ....One free per week at Bank of America ATMs,$1.50 for all others ATMwithdrawal international....................................... ........................................................................................$3.50 each ATM balance inquiries"............................................... ................................................Two free per month,$0.50 thereafter ATM transaction decline............................................... .................................................One free per week,$0.50 thereafter Signature-based purchase at Visa merchants—......... ...................................................................................................Free Pinned POS purchase(Visa card only)........................ .........................One free per week,$0.25 per transaction thereafter Pinned POS purchase(ATM card only)....................... ...................................................................................................Free Other service fees- Automated customer service inquiry............................ .............................................Four free each month,$0.50 thereafter Live customer service inquiry....................................... .........................One free each month,$1.50 for each additional call International customer service inquiry.......................... .........................One free each month, $5.00 for each additional call PIN changes ................................................................ ...................................................One free per year.$0.50 thereafter Emergency cash transfer for remaining account balance(under$20.00)...................................................One free per year Emergency cash transfer domestic.............................. ...............................................................................................$15.00 Emergency cash transfer international........................ ...............................................................................................$30.00 Cash access(limited to available balance only)"'....... ...............................................................................................$15.00 Enrollment via telephone or Internet............................ .................................................................................................$7.00 Cardreplacement domestic......................................... ...............................................................................................$15.00 Card replacement-Express delivery(additional charge)............................................................................................$15.00 Card replacement international.................................... ..........Quote provided at time of request,as price varies by country Foreign exchange fee.................................................. .............................Two percent of U.S.dollar amount of transaction Negativebalance fee................................................... ...............................................................................................$15.00 ACHdebits for bill payments........................................ ...................................................................................$0.50 per item Duplicatestatement..................................................... ..............................................................................$5.00 per request Account closure fee(check issued).............................. ...............................................................................................$15.00 All account-owner fees may be paid by the company.For the non-Visa card,there is no charge for pinned POS purchases and the monthly fee is$2.00 for each account owner per month.Note:All account-owner fees are subject to review and change. 'ATM owners may choose to charge an additional convenience fee or surcharge(a sign should be posted at the ATM to indicate additional fees);however, ATMs displaying Bank of America signs will not charge any additional surcharge to CashPay cardholders. —Balance inquiries may not be available at all ATMs outside the United States. "'This feature is only available with the CashPay Visa card. Bank America,NA. Member FDIC. BankofAmerica 02006 Bank of America Corporation. �j► Bankof America BA Merchant Services MERCHANT SERVICES AGREEMENT Fee Schedule City of Round Rock aril 11,2007 Legal business name(as it appears on ft Appllcatton) Eff-me Dale BA Merchant Services Processing Fees for: Interchange category See Attached Visa Association Fees 0.0925% Discount rate of Visa MasterCard Association Fees 0.095% Discount rate of MasterCard Voice Auth Address Verification Service $0.50 per call BAMS/Bank processing fee $0.00 PIN Debit Card Fees $0.67 per transaction plus Per Item Authorization Fee' $0.15 0.00% of monthly sales Check Warranty Fees minimum$.50 Discover Card/Novus card brands per authorization Fee' Electronic Check Service per transaction plus American Express Card per authorization Fee' of check value Diners Club/Carte Blanche 3.00% Discount rate Electronic Benefits Transfer per transaction fee $0.15 per authorization Feel JCB Card 3.00% Discount rate FNS# $0.15 per authorization Feel Return Fee $0.00 per item Visa/MasterCard interchange is charged on monthly gross sales.Visa/MasterCard association fees and BA Merchant Services,LLC(BA Merchant Services)and Bank of America,N.A.(Bank)processing fees are charged on monthly gross sales. Diners Club/Carte Blanche and JCB Card discount rates are charged on monthly gross sales. Visa/MasterCard discount rates: -These fees are in addition to any charges,assessments and other fees from Visa and MasterCard.Possible Visa/MasterCard fee adjustments are explained in the Merchant Services Agreement. -Also apply to Visa Check card,MasterMoney,and Electron Card. -Are subject to periodic increases of fees by BA Merchant Services/Bank. The per item authorization fee applies to attempted and approved authorizations,for all card types. 7 See Certegy or Cross Check Check Warranty Agreement(with rates and fees)will be sent to merchant separately. Service Fees Set-Up Fee(non-retundable) $0.00 per new account/location Monthly minimum discount $0.00 per month per location Chargeback Fee $15.00 per item Support Package $5.95 per month per location(Electronic Statement) Additional Card Types per installation after additional set-up BAMS Access Fee Included monthly per UserlD 1 Quantity Merchant Access Wireless Activation Fee Other Other Other Fee Schedule BA Merchant Services Chart numbers 2221-3221-VSIP and 2221-3221-MCIP Merchant's Initials EXHIBIT "H" 1 of 2 BankolfAmerical LBA Merchant Services Other Card Service Provider Fees American Express Card:- Discover Card/Novus Card Brands:" Discount rate EDC Discount rate and per item or Discover Franchise code Monthly$5.95 flat fee with estimated annual charge volume of up to$4,999.00. A one-time$25.00 Discover membership fee Mandatory regardless of charge volume for Internet merchants with physical delivery,Mail If service is already established,current Discover Account# OrderlTelephone Order,and Home-based businesses. Estimated annual American Express card charge volume Estimated average ticket. —American Express and Discover Card/Novus Card brands discount rates American Express Franchise Cap# and fees are established and billed separately by those issuers,who are Monthly Gross Pay(+.03%if above$100K)Does not apply to monthly flat fee responsible for settlement,chargebacks,and customer service. Monthly Net Pay(sales minus credits,less discount and fees) 3 Day Pay Frequency If service is already established,current American Express Account Number MasterCard allows issuers to collect a handling fee for specific authorization chargebacks:07-Waming Bulletin File.OB-Requested/Required Authorization not Obtained or Declined and 47-Fraudulent 'transaction/Exceeds Floor Lirit/Not Authorized.This fee is in addition to any other fees assessed by BA Merchant Services or the Associations and will be processed separately from the applicable chargeback.Issuers may collect this fee on each submission of the chargeback for certain merchant Industry types excluded from the handling fees which must be processed with the appropriate codes to 'avoid assessment of the handling fees. Product Fees Model Quanti Purchase (Excluding Tax) Terminal per device Printer per device PIN Pad per device Check Reader/Imager per device Imprinter per imprinter Software per software Other Other Specialty Supported Activation Fee"' per terminal Wireless Fee monthly per device PIN Pad Encryption Fee per PIN Pad Other Other Other -This Fee is assessed monthly for certain terminal applications which require specialized support and licensing.Please contact BA Merchant Services Acct.Rep for additional details. Rental and/or leased Fees are subject to separate agreements with TASO Technology,Inc. Pricing Acknowledgement I have reviewed the above fee structure of my BA Merchant Services account.I understand that the above stated pricing for Visa/MasterCard is based on a minimum threshold of an average transaction size of $102 and an annualized Visa/MasterCard sales volume of$5,500,000.The rates and fees quoted by BA Merchant Services/Bank for acceptance of the American Express Card and Discover Card/NOVUS Card brands are subject to the terms and conditions of each respective Card issuer. I further understand that the BA Merchant Services/Bank will review those assumptions after a period of actual processing and that my rate could be increased if either the average ticket or volume run rates are lower than the minimum thresholds.In addition,the BA Services/Bank may pass on charges imposed by credit card associations,such as Visa and MasterCard,resulting from my failure to comply with credit card regulations.The BA Merchant 'ces/Ban may tolled these charges in the same way as other amounts owed by me under the Merchant Services Agreement('Agreement').I acknowledge that the ment ncr ses in fees. I derstand that my application is subject to approval by the BA Merchant Services/Bank and by American Express and Discover Card/NOVUSCard' uer or ransadions. le Maxwell Mayor 4-�6-07 Merchant signa!ureArePperlfetve Print Name Date Scotty Holman RA Merchant Services Representative Signature Print Name Date Fee Schedule BA Merchant Services Chart numbers 2221-3221-VSIP and 2221-3221-MCIP 2of2 CARD PROCESSING AGREEMENT This CARD PROCESSING AGREEMENT("Agreement") is among the "EBT Network(s)"—the system of each shared electronic funds transfer Merchant identified in the attached Application and its accompanying network that is used by network members to assist government agencies in documentation, including the Fee Schedule (which documents are the distribution of benefits to eligible Recipients,whether such benefits are incorporated herein and constitute a part of this Agreement as if fully set the delivery of services or the transfer of funds or information. forth herein),Bank of America,N.A.,with its principal office in Charlotte, "ISO/MSP"-independent sales organization/member service provider. North Carolina ("Bank") and BA Merchant Services, LLC., an Ohio limited liability company headquartered in Louisville, Kentucky ("BA "Manuals/instructions" - various manuals and instructions regarding Merchant Services").BA Merchant Services is engaged in the business of Chargebacks, terminal processing and other operational compliance processing and transmitting electronic data of a financial, banking or matters supplied to you or available on the internet. economic nature including but not limited to card tran®ctions. Bank is a "Merchant Provider(s)"-any and all of the thud parties engaged by you. member of Visa U.S.A.,Inc.("Visa")and MasterCard International Inc. "MO/TO/IO"—mail order/telephone order/intemet order ("MasterCard').In this Agreement,the words"you"and"your"mean the Merchant and the words "we,""our"and"us,"unless the context clearly "PIN"—Personal Identification Number. requires otherwise,refer collectively to Bank and BA Merchant Services. "Recipient"—the recipient of United States Department of Agriculture, We may allocate our rights and obligations hereunder as between Food and Nutrition Services("FNS")food stamp benefits("FS Benefits") ourselves as we deem appropriate. During the term of this Agreement and and/or Temporary Assistance to Needed Families ("TANF") benefits unless we otherwise specifically agree in writing, this will be a and/or other government delivered cash assistance benefits "requirements contract"which means we and you agree that we(directly "Rules" — any and all rules and regulations adopted by a Card or through others providing services on our behalf) will be the sole Organization, Debit Network and/or EBT Network. Some Rules are providers of all services necessary to 1)authorize,process and settle all of available to you on the Internet(see Section 3). your Visa and MasterCard credit and off-line debit Card transactions,2) process and settle all of your online debit Card transactions,3)authorize, "Settlement Account"-the bank account(s)you designate for us to debit process and settle all of your point of sale Electronic Benefit Transfer and credit for Card transactions and related amounts. ("EBT")transactions,and 4)all services specified in the Application for "State"-a State participating in an EBT Project. any other Cards specified therein. Notwithstanding the foregoing,we will "System Enhancements" - any system enhancements, custom reports, not process any Visa or MasterCard Card transactions beyond the special files,terminal applications or related service enhancements that are authority of a U.S.member of Visa and MasterCard. different from or in addition to the system,services and reports we agreed 1. Definitions. In this Agreement,the following definitions apply and to provide to you as of the effective date of this Agreement. are capitalized throughout: 2. Acceptance of Cards. "Application"-both the Application as attached to this Agreement when a) You may elect to accept: first executed by you and approved by us and any supplemental versions of the Application that you and we agree upon when you open additional (i) A. all MasterCard cards, including consumer credit and locations or when you otherwise request additional or different services. business cards and off-line debit cards (you must "Authorization"—the process whereby a Card transaction for a specified maintain a policy that does not discriminate among dollar amount is approved by the card-issuing bank or its approved agents customers seeking to make purchases with any for processing. MasterCard card), "Card"-means a credit,off-line debit card,online debit card or EBT card B. MasterCard consumer off-line debit cards only (you bearing the service mark of Visa or MasterCard or issued by any of the must maintain a policy that does not discriminate other card issuers or Network specified in the Application as being among customers seeking to make purchases with an covered by this Agreement. Unless otherwise agreed in writing, "Card" off-line debit MasterCard card), includes online debit cards,such as an Interlink or Maestro debit cards that C. MasterCard consumer credit and business cards only generally require use of the holder's PIN. "Card" will also mean all (you must maintain a policy that does not international point of sale payment cards bearing one of the Electron discriminate among customers seeking to make Program Marks and governed by the Visa International Operating purchases with any MasterCard credit card),or Regulations. D. No MasterCard cards; "Cardholder"-the person to whom the Card has been issued and/or the and authorized user. For the purposes of this Agreement, the. term "Cardholder"will also include any Recipient as defined herein below: (ii) A. all Visa cards,including consumer credit and business cards and off-line debit cards, "Card Issuer(s)" - American Express, Diners Club/Carte Blanche, B. Visa consumer off-line debit cards only (includes Discover Financial Services,Inc.(the issuer of Discover Cards and certain mandatory acceptance of all Visa consumer debit other cards),JCB,Visa,MasterCard,and any other card issuers designated card products), on the Application. "Card Organization(s)" — a card organization such as Visa or C. Visa consumer credit and business cards only MasterCard that promulgates operating rules and operates an interchange (includes mandatory acceptance of all Visa credit and system for exchanging charges and credit vouchers among you, Card commercial products including Visa business check Issuers and us. In the case of online debit cards and EBT cards, "Card cards),or Organization"includes Debit Networks and EBT Networks,respectively. D. No Visa cards; "Chargeback"—the return of any Card transaction,even without notice The above-referenced acceptance options apply only to U.S.transactions. to you or without consent from you, upon occurrences permitted by the The Visa and MasterCard rules and regulations require merchants Card Organizations. A Chargeback is initiated by a Cardholder or a Card accepting any Card product bearing a Visa or MasterCard symbol to Issuer, for transmittal to and payment by you under the Rules. For the continue to accept both debit and credit card products issued by non-U.S. purposes of online debit Card transactions,the term"Chargebacks"in this Members. You may selectively reject or decline transaction requests for Agreement will also be construed as"Chargebacks/adjustments." Card account numbers that are within a product category not accepted by "Debit Network(s)"—the telecommunications and processing system of you. Should you submit a transaction outside of the Card or product each shared electronic funds transfer network of which we are a member categories regularly accepted by you, there is no requirement for us to that is used by network members to allow their Cardholders to purchase reject the transaction. If you elect limited acceptance as set forth on the goods and services using the member bank's propriety debit card ata point Application, any transaction submitted into interchange outside of the g g p p ty p selected Card or product category will be assessed the standard to sale. The term includes all Debit Networks as specified by us from time interchange reimbursement fee applicable to that y to time. pp� product or an other applicable fee set forth on the application. Your initial election will be "Electronic Benefits Transfer (EBT)" — the electronic transfer of made in your Application. If you wish to modify your election and we government benefit funds to individuals through the use of Card agree to said modification, then you will provide us sixty (60) days technology with POS terminals. advance notice of your intent to change said election in writing,and you will be responsible for any Card Organization charges assessed as a result BAMS Merchant Services Agreement (Commercial)(10-28-05) of your limited acceptance and any and all costs incurred by us as a result hereof without our prior written approval.Any alteration of the terms of of your election. this Agreement must be initialed and approved by us. b)You must honor any valid and applicable Visa and MasterCard Cards, You will be responsible for the quality and accuracy of all data provided to including credit, off-line debit and online debit Cards,properly tendered us. We may,at our option,return to you for correction before processing for use, as well as any properly tendered Electron card or EBT Card, any data submitted by you which is incorrect,illegible or otherwise not in without imposing any special conditions not required by any Rules. proper form. If you do not provide your data to us in accordance with our However,if you do not deal with the public at large(for example,if your specified format and schedule,we will use reasonable efforts to reschedule business is a private club),you are required to honor a valid Card only if and process the data as promptly as possible,but related expenses incurred presented by a Cardholder who has purchasing privileges or a membership by us will be charged to you. with you. You may offer a"discount for cash"if you clearly disclose this We will make the services selected by you operational and available to as a discount from the standard price available for all other means of you upon a mutually agreed upon implementation plan. You agree to payment. You may present Card transactions to us only for the activities cooperate with us and provide us with all necessary information and and in the volumes described on the Application,including the percentage assistance required for us to successfully make the services operational of MO/TO/1O transactions. Any Card transaction volume exceeding the and available to you. You agree that, except as otherwise contemplated volume indicated on the Application by more than twenty five percent herein or otherwise permitted by us,you will use the services provided by (25%)must be approved in writing by our authorized officer before you us only for your own internal and proper business purposes and will not submit Card transactions to us. You must submit any Card transaction resell,directly or indirectly, any of the services or any portion thereof to drafts and records to us no later than five(5)calendar days or three (3) any third party. banking days(whichever is earlier)(and no later than two(2)business days 3. Manuals/Instructions.We will provide or make available to you the for Electron Cards) after you complete Card transactions (unless you are p y entitled to any special extension of these deadlines). These are outside Manuals/Instructions and may from time to time otherwise advise you of deadlines, and faster time frames are required to qualify for incentive requirements imposed by the Rules by providing you with relevant programs. if applicable. Unless otherwise specifically provided in this portions or summarizations thereof of the rules, regulations, releases, Agreement or the applicable requirements of Visa or Visa International,all interpretations and other requirements of Visa,MasterCard and any other provisions of this Agreement applicable to Visa Cards also will apply to issuers of Cards,including Debit and EBT Networks,which you accept as Electron Cards. Electron Card transactions are permitted only in face-to- specified in the Application. You agree to follow the procedures in the face transactions when the Card and the Cardholder are present.You must Manuals/Instructions in connection with each Card transaction and to process any Electron Card transactions through an electronic data capture comply with all requirements of the Rules. Unless the context clearly terminal that obtains an electronic Authorization response and prints a requires otherwise, references to this Agreement include the transaction receipt.You agree to check the valid date and expiration date Manuals/lnstructions and the Rule provisions. if there is any conflict of each Card presented. You have a zero"floor limit",which means you between the terms of this Agreement and the Manuals/Instructions, the agree to process only Card transactions for which you have received an terms of this Agreement will govern, except to the extent the Authorization. Obtaining an Authorization will not assure payment to you Manuals/Instructions specifically provides that a particular provision in it for a Card transaction. The fact that an Authorization is obtained by you overrides any conflicting provision in this Agreement. Additional will not affect our right thereafter to revoke Authorization of a Card information is available at the Visa web site (download the "Card transaction or to charge back the transaction to you,except if prohibited by Acceptance & Chargeback Cycle Management Guide" under the the Rules. In no event will the fact that an Authorization is obtained by "Operations & Risk Management" section at you be deemed to be our representation or warranty, either express or http:,/www.usa.v,sa.corn%bustncssiaccepnng visa and the MasterCard implied,that the particular Card transaction is in fact a valid,authorized or web site(download the"Merchant Rules"under the"Accept MasterCard" undisputed transaction entered into by the Cardholder. If you are section at(htip://",w\k,.mastercardmercliant.com). approved to utilize batch Authorization by us, you may obtain batch 4. Merchant Representations. You represent that(a)you have the full Authorization for certain sales after such sales have occurred provided, power and authority to sell the products and services you offer and to however,that Authorization for each transaction is obtained by end of the display the advertisements you use;(b)no products or services offered by calendar day upon which such sale was initiated and that you do not you constitute a violation of any applicable law and you will not accept a presort the batch by account number or BIN.Further,you explicitly agree Card for any illegal transaction; (c) you will prominently and that you will be responsible for any fines,fees,Chargebacks,assessments, unequivocally inform each Cardholder of your identity at all points of the and declined or disputed transactions that may result from using a batch interaction between the Cardholder and you so that the Cardholder can Authorization process. readily distinguish you from any other party such as a supplier of goods or For each Card transaction submitted to us,you represent and warrant that: services to you;(d)the products and services offered by you and the name (a)the transaction represents obligations of the Cardholder for the amounts of your business do not infringe upon the rights of any other person, in the transaction(including tax, but without any surcharge)and only for including, without limitation, trademark, copyright, confidentiality or merchandise actually sold or rented or services actually rendered by you patent rights;and(e)you will not sell,market or display any products or (except for any delayed delivery or advance deposit authorized by the services that would jeopardize the Bank's reputation. Rules and this Agreement)and does not involve any element of credit for For each Card transaction submitted to us,you represent and warrant that: any other purpose,(b)the transaction represents a bona fide sale/rental of (a)the transaction represents obligations of the Cardholder for the amounts merchandise and/or services not previously submitted and, except as in the transaction(including tax,but without any surcharge)and only for otherwise provided in the Rules, does not represent a refinancing of any merchandise actually sold or rented or services actually rendered by you prior obligation (including any obligation otherwise owed to you by a (except for any delayed delivery or advance deposit authorized by the Cardholder,or arising from the dishonor of a personal check),(c)the price Rules and this Agreement)and does not involve any element of credit for charged for the transaction is not be subject to any dispute, setoff or any other purpose,(b)the transaction represents a bona fide sale/rental of counterclaim, (d) the transaction does not result from any transaction merchandise and/or services not previously submitted and, except as outside of your normal course of business,as described in the Application, otherwise provided in the Rules, does not represent a refinancing of any and (e)you have no knowledge or notice of any fact, circumstances or prior obligation (including any obligation otherwise owed to you by a defense which would indicate that the transaction was fraudulent or not Cardholder,or arising from the dishonor of a personal check),(c)the price authorized by the Cardholder or which would otherwise impair the validity charged for the transaction is not be subject to any dispute, setoff or or collectibility of the Cardholder's obligation or relieve the Cardholder counterclaim, (d) the transaction does not result from any transaction from liability for the transaction. outside of your normal course of business,as described in the Application, Unless we otherwise agree in writing, you may not accept Card and (e) you have no knowledge or notice of any fact, circumstances or transactions for services or products that will be delivered or provided defense which would indicate that the transaction was fraudulent or not more than thirty (30)days from the date you submit any portion of said authorized by the Cardholder or which would otherwise impair the validity transaction for settlement. You may not process transactions using your or collectibility, of the Cardholder's obligation or relieve the Cardholder own, personal or business Cards or those of your employees, officers, from liability for the transaction. spouses,etc. Transactions of this type can be considered advances of cash 5. Additional Cards. Our sole responsibility for transactions involving and are not permissible under this Agreement or the Rules and regulations. Cards issued by American Express,Diners Club/Carte Blanche,Discover You acknowledge that we may use an ISO/MSP operating under Financial Services, Inc. (the issuer of Discover Cards and certain other applicable Rules and regulations. ISO/MSP is an independent contractor cards)and JCB will be to provide the services which we have agreed to and not an agent of BA Merchant Services/Bank. ISO/MSP has no provide,as specified in the Application. authority to execute the Agreement on our behalf or to alter the terms Except to the extent the Application specifies that we will provide settlement services for any of these additional Card transactions, we will BAMS Merchant Services Agreement (Commercial)(10-28-05) provide Authorization and/or processing services only, and all settlement initiated through you in connection with the authorization, providing and Chargeback obligations and similar financial responsibilities arising and/or issuance of United States Department of Agriculture, Food and from your transactions involving Cards other than Visa and MasterCard Nutrition Services ("FNS") food stamp benefits ("FS Benefits") and/or will be governed exclusively by your agreement with the respective Card Temporary Assistance to Needed Families(`TANF")benefits and/or other Issuer and you must not seek Authorization for or submit for processing or government delivered cash assistance benefits ("Cash Benefits" with FS settlement any transactions involving Cards other than Visa and Benefits, "Benefits") to benefit recipients in the EBT Project areas MasterCard unless you have in effect a valid agreement with the ("Recipients")supported by us through the applicable gateway through the applicable Card Issuer, except to the extent we have agreed to provide use of a State-issued Benefit Security Card("EBT Card")issued by a state settlement services with respect to your JCB,Diners Club/Carte Blanche participating in the EBT Project and benefit recipients of other states not or Discover Card transactions. You must notify us immediately upon within the Project area("Other Recipients'). You agree to provide and/or termination of any issuer agreement.Upon such termination,we will have issue Benefits at each of your locations to the Recipient as hereinafter no further obligation to provide any services to you for transactions provided and in accordance with the procedures specified by us, the involving the Cards covered by the terminated issuer agreement(except to applicable EBT Network or State's EBT rules and regulations as amended the extent we have agreed to provide settlement services with respect to from time to time and all applicable laws governing the issuance and/or your JCB,Diners Club/Carte Blanche or Discover Card transactions).We provision of Benefits. You will provide each Recipient a receipt for each do not warrant or bear any responsibility for any Card Issuer or for its Benefit issuance transaction undertaken by you. You will be solely performance of any obligations to you. if any agreement with a Card responsible for your issuance of Benefits other than in accordance with Issuer requires such Card Issuer's consent for us to perform the services authorizations received from us. contemplated by this Agreement, you are responsible for obtaining that You will provide us,upon execution of this Agreement, with a complete consent. list of all of your locations in the continental United States where you a) If the Application indicates that we will provide settlement desire to accept EBT Cards,with correct and'complete mailing addresses services with respect to your Diners Club/Carte Blanche Card and complete telephone numbers, in location number order. You will transactions,you will not have a separate agreement with such Card provide an updated list at our request or as changes occur. All locations Issuer; instead, we will provide you with all specified services for from which you accept EBT Cards will be subject to this Agreement and such Card transactions solely pursuant to this Agreement (and any will be included on the lists provided from time to time by you to us. provisions from the Manuals/]nstructions or any updates thereto). In You will honor any valid EBT Card properly tendered for use when it is addition,the following special provisions apply(notwithstanding any presented with a valid personal identification number(PIN). You will not contrary provision in this Agreement) to your JCB or Diners engage in acceptance practices or procedures that discourage the use of Club/Carte Blanche Card transactions to be settled by us: any valid EBT Card. You will not complete any point-of-sale EBT Card a)For Diners Club/Carte Blanche: (i)you must retain original sales transaction that has not been authorized.You will ensure that if Recipient records and credit records for at least ninety (90) days after the enters a valid PIN,you will not require another form of identification from transaction and must retain microfilm or legible copies of sales Recipient unless you have grounds to suspect fraud. records and credit records for at least seven (7) years after the You will provide and/or issue Benefits to Recipients, in accordance with transaction;and(ii)you must not accept a Card embossed"for local the policies and Rules in the amount authorized through your point-of-sale use only"outside the territory in which it was issued. terminal,with PIN Pad and printer("Equipment"), upon presentation by b) For JCB: (i) you must retain original sales drafts and credit Recipient of an EBT Card and Recipient entry of a valid PIN. You agree vouchers for at least 120 days after the transaction and must retain that in the event of failure of the Equipment to print Benefit issuance microfilm or legible copies of sales drafts and credit vouchers for at information as approved and validated as a legitimate transaction,you will least three (3) years after the transaction; (ii) for purposes of your comply with our procedures and rules for authorization of Benefits in such Chargeback liability with respect to JCB Card transactions, an instance. Authorization obtained on a transaction does not override any If you have agreed to Cash Benefits,you agree to maintain adequate cash Chargeback reason which may apply to the item;(iii)if you process on hand to issue and/or provide confirmed Cash Benefits and will issue JCB Card transaction data electronically,your account number must and/or provide Cash Benefits to Recipients in the same manner and to the be included in the JCB Card transaction data transmitted to us, in same extent cash is provided to your other customers. You will not addition to the other information required to be included on each require, and will not in the advertising suggest, that any Recipient must sales draft or credit voucher;(iv) if you are a lodging merchant,JCB purchase goods or services at your facilities as a condition to the issuance Cardholders must be allowed to cancel reservations at resort and/or provision of Cash Benefits to such Recipient,unless such condition establishments until 4:00 p.m.on the scheduled arrival date;and(v) applies to other customers as well. You will not designate special by contracting for JCB settlement services, you authorize JCB to checkout lanes restricted to use by Recipients, provided that if you publish your name,address and telephone number in JCB solicitation designate special checkout lanes for electronic debit,or credit cards and/or materials. other payment methods such as checks or other than cash,Recipients may 6. Access to Debit Networks and Use of Services. In entering into this be directed to such lanes so long as other customers are directed there as Agreement and performing services for you with respect to online point of well. sale debit transactions,we will provide you with access and sponsorship or If you support the issuance and/or provision of FS Benefits through will cause you to be provided with access and sponsorship to the point of manual benefit issuance procedures during the period of time when normal sale Debit Networks specified by us. Any penalties incurred by you for benefit issuance is not possible,then the following limitations will apply to failure to comply with Debit Network Rules will be your responsibility. manual issuance and/or provision of FS Benefits by you. You assume exclusive responsibility for the consequences of any oral or written instructions you may give to us,for your failure to properly access (i) You must receive an authorization number for the the services in the manner prescribed by us,and for your failure to supply amount of the purchase via telephone at the time of sale. accurate input information. You will be responsible for auditing, (ii) Specified Recipient, clerk and sales information, balancing,verifying and reconciling any out-of-balance condition,and for including the telephone authorization number,must be entered notifying us of any errors in the foregoing after receipt of the applicable properly and legibly on the manual sales draft form. report from us. You will reject all incorrect reports or output within two ( )tit The manual sales draft must be submitted to the (2)Business Days after receipt of the reports or output. applicable EBT Network for processing within ten (10) Except as otherwise provided in this Agreement,you will be responsible calendar days following the date of authorization or any such for the supervision,management and control of your use of our systems, earlier period of time specified in any applicable rules or including without limitation (1) implementing sufficient procedures to regulations. satisfy its requirements for the security and accuracy of the input you (iv) Except as otherwise specifically provided by any provide,and(2)implementing reasonable procedures to verify reports and applicable rules or laws,you will not be reimbursed and will be other output from us within the time frames specified here in above. You solely responsible for all manual transactions when you fail to agree that you will use the services in accordance with such reasonable obtain an authorization number at the time of sale or otherwise rules as may be established by us from time to time as set forth in any fail to process the manual transactions in accordance with any materials furnished by us to you. applicable Rules or laws. 7. EBT Transactions. If elected by you on the Application,you wish (v) Except as otherwise specifically provided by any to purchase from us and we wish to sell to you certain services necessary applicable Rules or laws, you may not "resubmit" a manual for the authorization, processing and settlement of point of sale EBT sales draft for payment if insufficient funds exist at the time that transactions submitted to the EBT Networks and which transactions are the manual sales draft is presented for processing and payment. BAMS Merchant Services Agreement (Commercial)(10-28-05) You agree to comply with all applicable laws and Rules in the legal age, you will also require the Cardholder to present a valid, performance of your obligations under this Agreement,including without government-issued photo identification card in the same name and address as limitation, laws pertaining to delivery of goods and services to Benefit the Cardholder. For sales made via mail,telephone and/or the Internet,you Recipients and Benefit Recipient confidentiality, and the federal Civil will(1)only deliver age-restricted products to the name and address listed as l Rights Act of 1964, Rehabilitation Act of 1973, Americans with belonging to the Cardholder, and (2) require, without exception, the Disabilities Act of 1990,Clean Air Act,Clean Water Act,Energy Policy signature of the Cardholder,as well as presentation of a valid,govemment- and Conservation Act,Immigration Reform and Control Act of 1986,and issued photo identification card in the same name and address as the regulations issued by the Department of Agriculture pertaining to Food Cardholder to verify legal age upon delivery of the merchandise. Failure to Stamp Program regulation. abide by all applicable age verification laws may result in fines and/or loss of You agree to comply with Quest Operating Rules issued by the National card merchant services privileges, as well as termination of your account Automated Clearing House Association("NACHA")as approved by FNS with us• or the Federal Reserve Bank and such other Rules and regulations as may 10. Settlement of Card Transactions. All credits to the Settlement be applicable to the providing and/or issuance of Benefits by you Account, as well as any other payments to you, are provisional and are hereunder. You agree to comply with all additional procedures specified subject to our final audit and checking. We may debit or credit your by the State or EBT Networks,regarding lost EBT Cards,forgotten PINS, Settlement Account for any deficiencies and overages or may deduct such discrepancies in benefits authorized and similar matters. amounts from settlement funds due to you. We may, within our sole You will not accept any EBT Card for any purpose other than the discretion,delay your settlement payments for up to seven(7)days,which providing and/or issuance of Benefits, including without limitation as period will begin after the settlement payments were received by us. In security for repayment of any Recipient obligation to you. In the event of this event,you acknowledge that we will,and you expressly authorize us any violation of this provision,you will be obligated to reimburse the State to,delay your settlement payments for up to seven(7)days. This delay of for any Benefits unlawfully received by either Recipient or you. your settlement funds does not preclude us from exercising our right to establish a reserve/security account or to suspend payments pursuant to You agree to separately maintain records of EBT transactions as may be Section 17 of this Agreement. The settlement payments will begin to be reasonably requested or required by the State or its designated agent and to credited to your Settlement Account,less any monies owed us,on the next promptly make such records available for audit upon request to business day following expiration of this rolling delay period.This rolling representatives of the State or its designated agent, or other authorized delay of the settlement payments will be ongoing and continue as long as State or Federal government agency during normal business hours. we are providing your processing services. To assure compliance with this Agreement,the State,its designated agent, Except as otherwise set forth in this Agreement,if we receive your sales or other authorized State or Federal governmental agency,will at all times records or other transaction records by the applicable cut off time have the right to enter, during normal business hours, your premise to established by us,we will initiate a transfer of applicable settlement funds inspect or evaluate any work performed under this Agreement,or to obtain received from Visa and MasterCard,less any monies owed us,through the any other information required to be provided by you or otherwise related ACH to your Settlement Account once we receive said funds from Visa to this Agreement. and MasterCard; this will generally occur by 8:00 P.M. Eastern time on You agree to maintain and preserve all financial records or documentation the following banking day after we process the applicable transactions. arising hereunder during the course of this Agreement and for a period of This Agreement is a contract whereby we are extending financial three (3) years following Benefit provision and/or issuance, or for such accommodations to you within the meaning of Section 365(c) of the additional period as applicable regulations or law may require. Records Bankruptcy Code. We are not liable for any delays in receipt of funds or involving matters in litigation will be kept for a period of not less than five errors in debit and credit entries caused by unaffiliated third parties (5)years following the termination of the litigation. including but not limited to the Card Organizations,Debit Networks,EBT If you provide or issue FS Benefits under this Agreement,you represent Networks,a clearing house or your financial institution. and warrant to us that you are a FNS authorized retailer and you are not To the extent the Automated Clearing House(ACH)settlement process is currently disqualified or withdrawn from redeeming food stamps or used by us to effect debits or credits to your Settlement Account for the otherwise disqualified or withdrawn by FNS. You agree to secure and services elected by you on the Application,you hereby agree to be bound maintain at your own expense all necessary licenses,permits, franchises, by the terms of the operating rules of the National Automated Clearing or other authorities required to lawfully effect the providing and/or House Association, as are in effect from time to time. You hereby issuance and distribution of Benefits under this Agreement, including authorize us to initiate credit and debit entries and adjustments to your without limitation, any applicable franchise tax certificate and non- Settlement Account through the ACH settlement process and/or through governmental contractor's certificate,and covenants that you will not issue direct instruction to(or such other arrangements as we deem appropriate Benefits at any time during which you are not in compliance with the with) the financial institution where your Settlement Account is requirements of any applicable law. maintained for amounts due to us under this Agreement and under any Your authority to issue Benefits may be suspended or terminated by the agreements with us or our affiliates for any related equipment and related State or its agents or contractors, in their sole discretion, effective upon services,as well as for any credit entries in error. You hereby authorize delivery of a notice or suspension or termination specifying the reasons for and direct the financial institution maintaining your Settlement Account to such suspension or termination if there will be (i) any suspension, effect all such debits and credits to your account initiated by us. This injunction, cessation, or termination of our ability to provide EBT authority will remain in effect until we provide written notice to the processing services, or(ii)failure by you,upon not less than thirty (30) financial institution maintaining your Settlement Account that all monies days prior written notice, to cure any breach by you of the provisions of due from you to us or our affiliates for any related equipment or services these terms and conditions,including without limitation, your failure to have been paid in full. For the duration of the Agreements, you will be support the issuance of Benefits during your normal business hours solely liable for all fees and charges assessed by your financial institution, consistent with your normal business practices, your failure to comply including all overdraft and NSF charges, and you irrevocably release us with issuance procedures,your impermissible acceptance of an EBT card, and hold us harmless from the same fees and charges,regardless of cause. or your disqualification or withdrawal of the FS program. All sales and credits accepted by us are subject to audit and verification by 8. Availability of Terminals. You will take all reasonable steps us and you agree that we may debit or credit your Settlement Account for necessary to ensure that all point-of-sale devices and PIN pads will be any inaccuracies, and we will have the right to charge you for any available for use by the Cardholders of each Debit and EBT Network to improper sales slips and return them to you. which you are being provided access as set forth on the Application for the 11. Fees;Adjustments;Collection of Amounts Due From You. Cardholders online debit card transactions and such devices and PIN pads will function in a reliable manner. a) CREDIT AND OFF-LINE DEBIT CARD TRANSACTIONS ONLY: Our fees and other charges to you 9. Age-Restricted Products. If you are engaged in the sale of age for the services and any supplies we provide will be calculated restricted products such as alcoholic beverages, tobacco products, adult- pursuant to this Section,the Application and the Fee Schedule content material or adult Web sites, gaming transactions, weapons and/or or any subsequent amendment to this Agreement or the Fee any other applicable age-restricted products or services, you must comply Schedule. Fees and charges for related services and equipment fully with all local,state and federal laws governing the distribution of age- will be specified on the Fee Schedule. We will charge you a fee related products. You certify herein that you will implement age verification daily for the services to be provided by us to you under this (. procedures governing the sale of such products,including age verification of Agreement as stated in this Section and the Fee Schedule.The each customer against an official government records database before fees with respect to Card transactions will be a percentage of the entering certain transactions into the credit card payment system. For face- gross amount of a Card transaction or an inquiry fee for each to-face sales, you will require the signature of the Cardholder. To verify Card transaction. The discount fees shown in the Fee Schedule BAMS Merchant Services Agreement (Commercial)(10-28-05) will be calculated based on the gross amount of all Visa and You acknowledge that the aforesaid fees set forth on the MasterCard transactions submitted to us.The inquiry fee will be attached Fee Schedule are based upon certain EBT Network, assessed on every communication attempt from your point of State, gateway and access fees currently in effect and upon sale device. Further, you will pay, in accordance with this certain sponsorship arrangements made by us with an EBT Agreement, all fees, cost escalations, assessments, tariffs, Network for your sponsorship needed to participate in the EBT penalties, fines or other items that may be charged,assessed or project and to certain other States not within the EBT Project imposed under this Agreement and/or the Rules. The Visa and area. MasterCard interchange fees and assessments, which are You agree that should any State or U.S. government entity or separately specified on the Fee Schedule if your processing fee any of a State's or U.S.government's designated agents charge is stated as a per transaction dollar amount, or are part of the a fee or assess any charges on or in connection with EBT Card processing fee if it is stated as a percentage of the dollar volume transactions then we will have the right to adjust our fees to you of transactions, are based on the current interchange rates and to reflect the increase in such fees or charges. assessments set by Visa and MasterCard. Any increases in these interchange fees and assessments will be passed through You agree to pay for all gateway and access fees,EBT Network to you either as part of the separately stated interchange fees fees, setup, adjustment or chargeback fees which may be and assessments or as part of any percentage-based processing imposed by us,an EBT Network or a State participating in the fee. You acknowledge that whenever your transactions fail to EBT Project. qualify for any reduced interchange fees,we will process such You agree to pay any taxes imposed on us as a result of the transactions at the applicable interchange fees as set by the services furnished to you on the transactions under and subject applicable Card Organization, and you will pay us the to this Agreement during the term of this Agreement and such corresponding interchange fees (or any percentage-based taxes will be added to the charges owed to us and will be processing fee based on the corresponding interchange fees). deducted from the settlement monies owed to us in accordance You acknowledge that the fees specified in the Fee Schedule,as with the Agreement terms or immediately paid by you to us they may be updated or amended from time to time,are basic upon receipt of issuance. Any taxes so imposed will be fees, the lowest discount fee you can achieve, and will apply exclusive of the taxes based on our net income. only to Card transactions which exactly meet certain processing We will charge you the daily/monthly fees as set forth on Fee criteria or "qualify" for basic fees according to the Rules. Schedule for the services to be provided pursuant to this Criteria for determining qualification will include, but not be Agreement and such other fees as set forth thereon and such limited to, whether a Card transaction is: (1)hand entered(the amounts will be payable as provided for in Section 10. Said required data is no electronically captured by a point-of-sale fees may be collected hereunder in accordance with the terms device reading the information encoded in or on a Card); (2) and provisions of this Section, Section 17, and the Fee voice authorized; (3) not authorized; (4) transmitted for Schedule. processing within twenty-four (24) hours of the Card transaction;or(5)deemed"Non-Qualifying"by the Rules,such d) ALL CARD TRANSACTIONS: You will pay any applicable as,but not limited to,Card transactions involving foreign Cards excessive Chargeback handling fees or fines imposed by the or Cards issued as business, commercial, purchasing or applicable Card Organization due to your excessive Chargeback government Cards. In the event that Card transactions volume and any other fees or fines imposed by the applicable submitted to us for processing only partially qualify or do Card Organization for your acts or omissions or related to your not at all qualify for the qualified discount rate quoted in submission of transactions for processing to us. If your total accordance with the Fee Schedule and/or the Rules,you may Visa and MasterCard Chargeback items in any line of be assessed and agree to pay an additional Non-Qualified or business exceed 0.5% of your total Visa and MasterCard Mid-Qualified Surcharge if set forth on the Fee Schedule. transactions in such line of business,you will pay us,for all Also, if your average ticket size and/or annualized Bankcard Visa and MasterCard Chargebacks in excess of such 0.5% volume falls below the amount shown in the Application and/or threshold during such month in your applicable line(s) of Fee Schedule for any three(3)month period,we may adjust our business, the excessive Chargeback fee shown on the Fee fees as we deem appropriate, and you will pay us the Schedule,in addition to the regular Chargeback fees due to us corresponding adjustments. and any applicable Chargeback handling fees or fines imposed by the applicable Card Organization. You agree to b) ONLINE DEBIT CARD TRANSACTIONS ONLY: We will reimburse us for any fees,fines,charges,and/or penalties assessed charge the BA Merchant Services processing fee set forth on the against you or us arising from your obligations under this attached Fee Schedule for each debit transaction submitted to Agreement. At our option, we may deduct any Chargebacks, each Debit Network regardless of whether such transaction is adjustments, fees, charges, obligations and other amounts you approved,declined,or determined invalid.In addition,you will owe us pursuant to any provisions of this Agreement from any be assessed for each debit transaction a Debit Network fee, settlements due to you, or we may debit your Settlement which is a blended fee based on the transaction fees assessed by Account for any such amounts you owe us,or we may invoice the various Debit Networks. The current Debit Network fee set you, in which case you must pay us for the invoiced amounts forth on the attached Fee Schedule is based upon Debit Network within thirty(30)days of the date of our invoice or such shorter fees currently in effect and upon certain sponsorship time as may be specified. Except for amounts we elect to arrangements made by us with a Debit Network Sponsor collect by invoice,if there are insufficient funds available to be (Sponsor) for your sponsorship needed to participate in each withheld or debited to pay amounts you owe, you must applicable Debit Network. You agree that should any Debit immediately reimburse us upon demand. You authorize us to Network or Sponsor raise or lower its interchange fees or other debit your Settlement Account, or any other account we are charges,we will have the right to adjust your fees to reflect the otherwise authorized to debit,for any amounts due pursuant to increase or decrease in such fees or charges. You agree to pay this Agreement,or due us or any of our affiliates for any related for all Debit Network or Sponsor setup fees, Chargeback fees services. and adjustment fees including but not limited to late fees which may be imposed by Debit Networks and Sponsors.Any taxes so If you believe that any adjustments should be made to your imposed will be exclusive of the taxes based on our net income. Settlement Account based on debits or credits we have made to We will charge you the daily/monthly fees as set forth on the your Settlement Account, including missing credits, or if you Fee Schedule for the services to be provided pursuant to this have any other questions or concerns regarding services or Agreement and such other fees as set forth thereon and such regarding any report or statement provided by us, you must amounts will be payable as provided for in the Fee Schedule, notify us in writing within forty-five(45)days after the debit or this Section and Section 17. Said fees may be collected credit in question was made or is missing, such services are hereunder in accordance with the terms and provisions of the performed,or such report or statement is provided. if you fail Fee Schedule,this Section and Section 17. to notify us within such time period,we will not be responsible c) EBT TRANSACTIONS ONLY We will charge you a fee for for investigating or effecting any required adjustments. If you each EBT Card transaction as set forth on the attached Fee notify after such time period, we may, in our discretion, y Schedule regardless of whether said transaction is approved, assist you in investigating whether any adjustments are declined or determined invalid. appropriate and whether any amounts are due to or from other parties, but we will not have any liability to effect any such adjustments. Any voluntary efforts by us to assist you in BAMS Merchant Services Agreement (Commercial)(10-28-05) investigating such matters will not create any obligation to If you make this election,certain products and services may not continue such investigation or assist with any investigation in be made available to you. response to any future notices of possible adjustments that are All BA Merchant Services Systems are and will remain the not timely submitted exclusive property of BA Merchant Services or licensers of \ Pursuant to Section 24,we may amend the fees and charges for such BA Merchant Services Systems, as applicable (except as services and supplies provided under this Agreement. You may expressly provided to the contrary in this Agreement).BA agree to pay any taxes imposed on the services furnished to you Merchant Services System(s)will be defined for the purposes of on the transactions under and subject to this Agreement and this Agreement as software and related documentation;software such taxes will be added to the charges owed to us and will be technical formats and specifications; hardware and related deducted from the settlement monies due to you in accordance documentation, formats and specifications; technical and with the Agreement terms. Any taxes so imposed will be business information relating to inventions and present and exclusive of the taxes based on our net income.You will pay us future products and product lines; intellectual property; know- any extra or special charges imposed by third parties plus our how;and any other information that is identified by us as a BA reasonable handling charge for any supplies that we provide, Merchant Services System. You acknowledge that BA and,if applicable,an overnight shipping charge. You will also Merchant Services System(s) and the electronic funds transfer pay us any extra or special charges imposed by third parties, systems operated by each Card Organization or its provider and plus our handling charge, if any transactions processed or all technical and operational data, specifications, marketing initiated hereunder are charged back, reversed or rejected materials and manuals, including the Rules and any other (including Chargeback fees and fines and ACH reject fees). We information regarding such systems,are proprietary and unique may charge you interest at our then current rate for any amounts and subject to the confidentiality provisions of this Agreement. that are not timely paid by you. You will have no ownership interest or other rights in any BA At the time we investigate possible fraud or suspicious account Merchant Services System. Upon the expiration or termination activity, we will charge you an investigative fee of up to fifty of this Agreement you will return all copies of all manuals or dollars($50.00). other items relating to the BA Merchant Services System(s) which are in your possession and certify to us in writing that 12. Chargebacks, Etc. We may charge back to you any transaction you have retained no material relating to the BA Merchant amount(commonly referred to as"Chargeback")(and you will reimburse Services System(s). us for any related losses we incur)when it appears that the transaction is subject to charge back by the Card issuer or Cardholder in accordance with b) Unless you obtain consents from the applicable Card the Rules or applicable law. Organizations, card issuers and Cardholders, Recipients and/or 13. Retention of Records;Retrieval Requests. You will retain legible States you must not use, disclose, sell or disseminate any Cardholder information obtained in connection with a Card images (on microfilm or otherwise) or legible copies of your Card transaction (including the names, addresses and Card account transaction drafts or sales records for a period of at least eighteen (18) numbers of Cardholders) for any purpose other than months from the date of the transaction or such other period as may be authorizing, completing and settling Card transactions and required by law or the Rules. You will submit to us a legible copy of a resolving any Chargebacks, retrieval requests or similar issues Card transaction draft or sales record if any Card issuer requests such involving Card transactions, except pursuant to a court or retrieval. governmental agency request or order. You will promptly Your deadline for providing us a legible copy of the requested Card advise the State or its designated agent of all requests made to transaction draft or sales record will be ten(10)days after the date of the you for information described above relating to EBT Card Card issuer's retrieval request,as specified in the notice from us. transactions. You must use proper controls for secure storage 14. Confidentiality and Data Security. of, and limit access to, and must render unreadable prior to discarding,all records containing Cardholder account numbers, a) You will treat this Agreement,all Manuals/Instructions and any Card imprints and Cardholder signatures.You must not retain or other information provided by us as confidential and will not store magnetic stripe data after a transaction has been disclose to any third parties the terms of this Agreement, the authorized. If you store any electronically captured Cardholder provisions of the BA Merchant Services Manuals/Instructions, signature you may reproduce such signature only upon our any information received from Card Organizations,or any other request.You must notify us of the identity of any and all third such information;provided,however,that these restrictions will parties engaged by you("Merchant Provider(s)")who will have not apply to information: (a) rightfully obtained by you on a access to Cardholder data and you may allow Merchant non-confidential basis from an entity or person other than us Providers access to that data only for purposes authorized under and our agents and representatives,which entity or person was the Rules. You and Merchant Providers must have proper not subject to a duty of confidentiality, (b) rightfully and security measures in place for the protection of Cardholder data, independently known by you on a non-confidential basis prior and you must comply with and assure that Merchant Providers to its disclosure by us or(c) generally available to the public comply with the Card Associations' Payment Card Industry other than through any disclosure by or fault of you or your ("PCI")Data Security Standard,which may also be referred to agents or representatives. In accordance with state and federal as the Visa Cardholder Information Security Program("CISP") law, as well as our applicable policies, we may participate in and the MasterCard Site Data Protection Program("SDP").You sharing relevant information among other financial institutions, must have written agreements with Merchant Providers regulatory authorities, law enforcement agencies and other requiring that compliance. Any fees, fines or penalties from entities authorized by such law/policies. if you provide and/or non-compliance will be passed through to you.During any term issue EBT Benefits in more than one State pursuant to this of this Agreement, you will immediately notify us of any Agreement, the laws of the State in which the Benefits were suspected or confirmed loss or theft of any transaction issued will apply to information arising out of that transaction. information, including any loss or theft from Merchant We may disclose to our affiliates information about you and Provider. As required under the Rules,you are responsible for your activities so that they may consider you for, and if they demonstrating your and Merchant Providers' compliance with desire,offer to you their products and services. You agree that the CISP, SDP and PCI programs, and providing reasonable we may share information about our experience with you access to your locations and ensuring Merchant Providers among Bank and its subsidiaries and affiliates, such as provide reasonable access to their locations to verify your and information about transactions and experiences between us and their ability to prevent future security violations. You you. In addition,we may share with Bank and its affiliates and indemnify us against any and all costs, expenses, damages subsidiaries information contained in any applications,financial and/or losses resulting from such breach of security,or loss or statements or other documents provided by you in connection theft of transaction information. with these or other transactions,and information we may obtain 15. Advertising. You must display Visa, MasterCard and any other about you from outside sources. If you are an individual,you applicable Card Issuer,Debit and EBT Network decals and program marks may instruct us not to share this information with Bank and its on promotional materials we furnish, and if applicable the Electron j subsidiaries and affiliates by sending a written request to: Bank symbol, in equal prominence near the point-of-sale devices and as of America,ATTN:Data Integrity,P.O.Box 27025,Richmond, otherwise required by the Rules.You acknowledge that you will not acquire VA 23261-7025. Please include your name, address, phone any right, title or interest in or to any Visa, MasterCard, Debit or EBT number,account number(s)with us and Social Security number. Network or other applicable Card Issuer marks by virtue of this Agreement. BAMS Merchant Services Agreement (Commercial)(10-28-05) Further, you must not indicate that Visa, MasterCard, or any other Card relief; if you fail to do so, we may terminate this Agreement Organization or state endorse your goods or services and must not immediately upon written notice to you. If,during any six(6)month continue using such materials after termination of this Agreement. Any period (the "Measurement Period") the average size or the total use of a color reproduction, facsimile, replica or picture of a Card amount of your Card transactions is more than 20% lower than the Organization Card for advertising purposes other than media advertising is amount stated in the Application for(i)your average Card transaction prohibited unless the reproduction, facsimile, replica or picture is size or (ii) one-half of your annual Card volume, then we may proportionately larger or smaller in length and width by at least 10%of the terminate this Agreement by giving you at least thirty (30) days standard dimensions for Card Organization Cards. You will promptly advance notice;any such notice must be sent to you within thirty(30) cease all use of a program's marks upon termination of your participation days after the end of the applicable Measurement Period. in the applicable Card Organization or upon notification from us or any We may,upon receipt of verbal or written instructions from any Card state or Card Organization to cease use of said marks. No right,title or Organization to which we are providing access hereunder, interest in the service marks have been transferred or is being transferred immediately cease to provide to you,including your clients,access to to this Agreement, except the non-exclusive right to use said marks as such Card Organization. We will use reasonable efforts to promptly provided in this Agreement. notify you of such interruption in Card Organization access. 16. Assignment. Subject to the following provisions,this Agreement is c) The provisions of this Agreement that govern processing of binding upon successors and assigns and inures to the benefit of the parties Card sales and credits and settlement will continue to apply even and their respective permitted successors and assigns.You may not assign after this Agreement is terminated, until all Card transactions are or transfer this Agreement,by operation of law or otherwise,without our settled or resolved,and theprovisions of Sections 10, 11, 12, 13, 14, prior written consent. For purposes of this Agreement, any transfer of 16, 17, 18, 20, 21, 22, and 23 will survive any termination. Upon voting control of you or your parent will be considered an assignment or termination,all amounts payable to us will be due and payable in full transfer hereof. No assignee for the benefit of creditors, custodian, without demand or other notice of any kind (all of which you agree receiver,trustee in Bankruptcy,debtor in possession, sheriff or any other to expressly waive) and you must immediately send us all the data officer of a court, or other person charged with taking custody of your relating to Card sales and credits made up to the date of termination. assets or business,will have any right to continue, assume or assign this We will not be liable to you for any direct or consequential damages Agreement. We may assign or transfer this Agreement and our rights and you may suffer as a result of the termination of this Agreement. obligations under this Agreement and we may delegate-our duties under this Agreement, in whole or in part,to any third party,without obtaining d) If this Agreement is terminated at any time other than upon your consent. expiration in accordance with Section 17 (a), we will be entitled to recover, and you will pay on demand, any and all losses(including 17. Terms;Default;Reserve/Security Account. consequential damages,loss of profits,costs,expenses and liabilities) a) Either party may terminate this Agreement on thirty(30)days' incurred by us in connection with termination. You will be written notice, with or without cause, and as otherwise provided in responsible for all collection and legal fees and expenses we incur in this Agreement,except to the extent you agree in writing with us to a the collection of any delinquent amounts you may owe us.You also longer written-notice period from you to us. If not terminated, this acknowledge that we will incur costs and expenses to provide certain Agreement will continue without need for renewal. This Agreement routine services following termination of the Agreement, similar to is binding upon the earlier of (i) its execution by all parties as those provided during the term of this Agreement, including evidenced by signatures on the Application or(ii)the settlement by processing Chargebacks relating to transactions that initially occurred us of(A)any Card transaction submitted by you to us pursuant to this prior to termination,providing monthly statements to you to report Agreement if you are a new customer that does not already have an any such Chargebacks or other adjustments and responding to agreement with us for Card transaction services or (B) any Card telephone calls and other inquiries. You will remain liable for transaction submitted by you thirty (30) or more days after your Chargebacks and other adjustments as provided in Section 17(e)and receipt of this Agreement if you are one of our existing customers for other costs,damages,losses,expenses and liabilities incurred by whose current agreement with us for Card transaction services is us in connection with an early termination of this Agreement. You being replaced by this Agreement. authorize us to debit your Settlement Account for,or deduct from any b) We may terminate this Agreement upon thirty (30) days' settlement funds otherwise owed to you any and all losses(including written notice to you,with or without cause. In addition,if any of the costs, expenses and liabilities) incurred by us in connection with following events (each a "Default") occurs, we may terminate this termination. If your settlement funds or the balance in your Agreement immediately without notice and exercise all of our other Settlement Account is insufficient to cover all such losses,you agree rights and remedies under this Agreement and applicable law: (i) a to pay us such amounts immediately on receipt of invoice. material adverse change in your business, fmancial condition, e) After any termination of this Agreement, you will continue to business procedures,products or services,a sale of all or a substantial bear total responsibility for any and all Chargebacks, credits and portion of your assets, or a change in control of your business adjustments and all other amounts then due,or which later become (directly or indirectly); (ii) any information provided on the due, to us under this Agreement or to either of us or any of our Application was false or misleading, (iii) irregular Card sales, affiliates for any related equipment or related services.In connection excessive Chargebacks, illegal activity or any other circumstances with termination,we may require that a reserve/security account be which,in our discretion,may increase our potential exposure for your established and maintained by you or on your behalf with us (or Chargebacks or otherwise present a financial or security risk to us;or otherwise for our benefit)in an amount equal to: (iv) a default by you in any material respect in the performance or (i) our reasonable estimate of your dollar observance of any tetra, covenant, condition or agreement in this volume of incoming Chargebacks,for a nine (9)month period Agreement,or in any other agreement with us or any of our affiliates, and your credits(for returns or otherwise)for a two(2)month including the non-payment of any fees due to us; (v) any non- period (which may be based on actual volume during the compliance by you with the terms of the Agreement or the Rules,or preceding 270 days for Chargebacks and 60 days for credits or 9 any reasonable belief by us, as applicable, that you may fail to titres your average monthly dollar volume of incoming comply with the terms of the Agreement, which failure would Chargebacks and 2 times your average monthly dollar volume constitute a substantial risk to us, (vi) if you are disqualified or of credits,as determined during a recent 12-month period or any withdrawn from the Benefit issuance program(s)indicated on the Fee shorter term of this Agreement)or such higher amount that we Schedule, (vii)there is an overdraft for five (5)consecutive days in deem necessary and sufficient to cover our potential liability for your Settlement Account, (viii) any guaranty is revoked, (ix) your Chargebacks and credits;plus business name and/or the names of your principals is listed on the MATCH (Membership Alert To Control High Risk Merchants) (ii) our reasonable estimate of all fees, System and/or other security/credit alert systems, or (x) you file a charges,obligations and other amounts that may be owed to us voluntary petition or complaint seeking relief under any federal or or we reasonably expect to be owed to us under or in connection state Bankruptcy or other debt relief statute, an involuntary petition with this Agreement at or following termination (including all under any federal or state bankruptcy or other debt relief statute is adjustments needed to reconcile any discrepancies, to reflect filed against you,you generally become unable to pay your debts or increased interchange fees because of failure to comply with trade obligations as they become due, or you make a general intended rates or interchange fees, or otherwise), any and all assignment for the benefit of creditors.If an order of relief is entered fines assessed against you or us or which may be assessed against you in a case commenced under Title I 1 of the United States against you or us,any and all fines assessed against you or us in Code and you are given the right to assume or reject this Agreement, relation to Compliance Cases(as defied in the Rules)directly you must do so within sixty(60)days after the entry of such order of or indirectly attributable to you,any other fees and charges not BAMS Merchant Services Agreement (Commercial)(10-28-05) collected by us prior to termination, and damages and other losses, either direct or indirect, which you may attribute to any amounts due under Section 17(e) upon premature termination; diversion of funds,or suspension of processing. plus D In the event you fail to establish or maintain any required j (iii) our reasonable estimate of all uncollected reserve/security account,we may immediately terminate this Agreement fees (including, but not limited to, debit adjustment fees and and may exercise any other rights we have under this Agreement. Authorization fees), charges, obligations and other amounts k) If this Agreement is terminated for any of the reasons specified (including damages and other amounts due upon premature as cause by the Rules,including,but not limited to, fraud, counterfeit termination)payable to either of us or to any of our affiliates for paper, prohibited Card transactions, excessive Chargebacks, highly related equipment or related services. suspect activity or non-payment of fees,you acknowledge that we may 0 Without exercising(and without waiving)our right to terminate be required or may elect to report your business name and the names of this Agreement immediately without notice and exercise our rights and your principals together with other identifying information to the remedies, if any of the events in Section 17(b) occur,we may, in our MATCH(Membership Alert To Control High Risk Merchants)System sole discretion, (i) require you to establish a reserve/security account and other security/credit alert systems. You expressly agree and with us during the term of this Agreement equal to the same amount as consent to such reporting in the event this Agreement is so terminated set forth in Section 17(e) and/or (ii) change processing or payment and,furthermore,will hold us harmless against any claims that arise as terms to suspend for any reasonable period of time required credits or a result of such reporting. other payments of any and all amounts now due or to become due to 18. Security Interest and Setoff Rights. To secure your obligations to you pursuant to this Agreement. Should processing or payment terms us and our affiliates under this Agreement and any other related be changed,we will notify you within a reasonable time after effecting agreements described below,you irrevocably grant to us a lien against and a suspension of credits or other payments, stating our reason for such security interest in any funds pertaining to the transactions contemplated suspension. If you have accepted and processed fraudulent transactions, by this Agreement now in our possession or that may come into our we will not be obligated to pay you for such transactions and will have possession, whether due or to become due to you, together with the full recourse against you for all such aforementioned transactions. We proceeds thereof,the Settlement Account,the reserve/security account and will also have the right to assess fees and recover all costs associated any other deposit account held by you with Bank or any other financial with the investigation of any suspected fraudulent activity. We will institution, whether now existing or established in the future, and in the have no liability to you for any losses, either direct or indirect,which proceeds of all those accounts,and any of your property held by us. Any you may suffer as a result of any such suspension of funds disbursement such funds may be commingled with other funds, and need not be or failure to pay for transactions. maintained in a separate account. In addition to any rights granted under g) In connection with the termination of this Agreement or any applicable law and not by way of limitation of such rights,you authorize other event entitling us to require a reserve/security account from you us at any time and from time to time,without notice or demand(any such (and continuing thereafter until the reserve is released pursuant to notice and demand being expressly waived)to set off,to appropriate and Section 17(h)),we may use any funds otherwise due to you,or we may to apply any and all such funds against and on account of your obligations debit your Settlement Account for funds, to establish and maintain on (including damages and other amounts due under Section 17(d) upon your behalf (or restore/supplement) the balance of your funds in a premature termination) under or in connection with this Agreement and reserve/security account containing your funds equal to the amount set any other agreement with us or any of our affiliates for any related forth in Section 17(e). Your reserve/security funds required by Section equipment or related services, whether such obligations are liquidated, 17 may be held in a commingled reserve/security account for the unliquidated, fixed, contingent, matured or unmatured. You agree to reserve/security funds of our customers, without involvement by an execute and deliver to us such instruments and documents we may independent reserve agent. reasonably request to perfect and confirm the lien, security interest and h) The requirement to maintain a reserve/security account will not right of setoff set forth in this Agreement. In addition,by indicating your limit our right to debit or withhold ongoing settlement payments as acceptance of the terms of this Agreement pursuant to Section 28 herein, recoupment for Chargebacks,potential Chargebacks,adjustments,fees, you also agree to any master control agreement as defined in Article 9 of charges, obligations and other amounts due hereunder. Your funds in the Uniform Commercial Code among you,us and any other bank,under the reserve/security account may be used to settle Chargebacks, which agreement we,you and any other bank agree to the disposition of adjustments, fees, charges, obligations and other amounts described in funds in the Settlement Account,the reserve/security account or any other Section 17(e), whether arising before, on or after termination and deposit account without further consent by you,provided that the control whether such obligations or other amounts are liquidated, fixed, agreement will not obligate you to pay additional fees to the Bank or to the contingent, matured or unmatured, whenever there are not sufficient other bank- settlement anksettlement funds due to you to cover such Chargebacks, adjustments, 19. Financial and Other Information. You "will provide us upon fees or other charges or obligations.We will refund any of your unused request financial statements and other information about your business and funds remaining in such reserve/security account to you generally no principal owner(s) and officer(s) and your compliance with the terms of later than 280 days after termination of this Agreement, and if we this Agreement. You and any Guarantor(s) authorize us to obtain from receive a written request from you within thirty(30)days thereafter,we third parties financial and credit information about you, your official(s) will provide you with an accounting of any of your funds debited or and any Guaramor(s),respectively,in connection with our determination credited from or to such account.If your funds in the reserve/security whether to accept this Agreement and our continuing evaluation of the account are not sufficient to cover the Chargebacks,adjustments, fees, financial and credit status of you, your official(s) and any Guarantor(s). charges,obligations and other amounts due from you,or if your funds Upon request, you will provide to us or our representatives reasonable in such account have been released,you agree to promptly pay us such access to your facilities and records for the purpose of performing any sums upon request. inspection and/or copying of your books and/or records we deem i) You acknowledge that we may monitor your daily credit card appropriate. transaction activity. You agree that we may upon reasonable grounds You will provide us with written notice of your intent to liquidate, divert into a reserve/security account the disbursement of your funds substantially change the basic nature of your business,transfer or sell any and/or temporarily suspend processing under this Agreement. substantial part(25%of more)of your total assets,or change the control or Reasonable grounds will include,but not be limited to,the following: ownership of your business or of any other entity that controls your suspicious or unusual transaction activity; material variance in the business,thirty(30)days prior to such liquidation,change,transfer or sale nature of your business, type of product and/or service sold, average taking place. You will also notify us of any judgment, writ, warrant of Ticket size, monthly volume or swiped/keyed percentages, from such attachment,execution or levy against any substantial part(valued at 25% disclosures made by you in this Agreement; you do not authorize or more)of your total assets not later than three(3)days after you obtain transactions; we receive excessive retrieval requests against your prior knowledge of any such judgment,writ, warrant of attachment, execution activity; excessive Chargebacks are debited against your prior activity; or levy. you do not deliver product or render full service on or before the 20. Indemnification.All disputes between you and the Cardholder will transaction date;or you key a foreign card transaction.If your funds are be settled between you and the Cardholder. You must ensure that the diverted by us or we have temporarily suspended processing under this Cardholder understands that you are responsible for the transaction, for Agreement, such diversion or suspension will be for any reasonable any related customer service,dispute resolution,and performance of terms period of time required by us to fully investigate your account activity and conditions of transaction. You agree to indemnify and hold us and and resolve,to our sole satisfaction,your subject transaction or activity. any third party providing services hereunder(Providers and Sponsors)and We will maintain any funds diverted in a non-interest bearing account, each Card Organization and said Card Organization's participants harmless which may be a commingled account.We will have no liability for any from and against all losses, liabilities, damages and expenses (including BAMS Merchant Services Agreement (Commercial)(10-28-05) attorneys' and collection fees and expenses)resulting from any breach of be performed by you or any breach thereof will not be construed to any covenant or agreement or any misrepresentation by you under this be a waiver of any succeeding breach or of any other covenant, Agreement,or arising out of your or your employees'negligence,fraud or condition or agreement contained in this Agreement. willful misconduct in connection with your Card transactions,use of our b) WE MAKE NO WARRANTIES TO YOU, EXPRESSED OR services,or otherwise arising from your provision of goods and services to IMPLIED,INCLUDING,BUT NOT LIMITED TO,ANY IMPLIED Cardholders. In addition, you agree to indemnify and hold us and any WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A Providers, Sponsors, States, and each Card Organization and said Card PARTICULAR PURPOSE. Our sole liability to you or any third Organization's participants harmless from and against all losses,liabilities, party for any claims, notwithstanding the form of such claims(e.g. damages and expenses (including attorneys' and collection fees and contract, negligence or otherwise), arising out of the delay of, or expenses) resulting from you, or your employees, agents, or interruption in the services provided or to be provided by us representatives(1)failure to abide by a requirement of this Agreement,(2) hereunder, will be to use its reasonable efforts to commence or violation of any applicable law or regulation or order, (3)misuse of any resume the services as promptly as reasonably practicable. Should protected mark of a Card Organization,(4)effecting transactions with the we be required to defend a claim brought by you and we prevail,we use of a lost stolen,counterfeit, or misused Card, or(5)conduct of your will be entitled to reimbursement from you,and you agree to pay us business. Further,you agree to indemnify and hold us harmless from and all costs, attorneys' fees and any other expenses incurred in against all losses, liabilities, damages and expenses(including attorneys' connection with those proceedings. No action, regardless of form, and collection fees and expenses) we may incur pursuant to any Rule arising out of or related to this Agreement may be brought by you resulting from your action or inaction, including but not limited to, all more than one(1)year after the cause of action has accrued. losses and expenses we may incur as a result of any action you institute against any Card Organization or Card issuer following a Chargeback. c) You agree to comply with all applicable federal, state, and Further,you agree to indemnify and hold us harmless from and against all international laws and governmental rules and regulations relating to losses, liabilities, damages and expenses (including attorneys' and the operation of your business. collection fees and expenses) resulting from our compliance with the d) We, in providing services, are acting as an independent verbal or written instructions of any Card Organization. You agree to hold contractor and do not undertake by this Agreement or otherwise to us harmless for any activity arising out of the negligence or willful perform any of your regulatory or contractual obligations. We have misconduct, acts and/or omissions of any third party engaged by you the sole right and obligation to supervise, manage, contract, direct, including the employees and/or agents of said third party. procure,perform or cause to be performed,all work to be performed If providing any of the services to you hereunder violates, or in our by us under this Agreement. reasonable opinion is likely to violate, any applicable laws or 23. Dispute Resolution and Arbitration. If the parties disagree as to governmental regulations, or should we receive instructions from a any matter governed by this Agreement,the parties will promptly consult governmental agency having authority over your business instructing us to with one another in an effort to resolve the disagreement.If such effort is cease providing any or all of said services,or should you cease operations, unsuccessful, any controversy or claim arising out of or relating to this then we may, upon oral notice to you, immediately cease providing the Agreement, or the breach thereof, will be settled by arbitration in affected services to you. accordance with the Commercial Arbitration Rules of the American We agree to indemnify and hold you harmless from and against all losses, Arbitration Association, and judgment upon the award rendered by the liabilities,damages and expenses(including reasonable attorneys'fees and arbitrator(s) may be entered in any court having jurisdiction thereof. expenses)resulting from any breach of any covenant or agreement or any Arbitration shall take place on an individual basis without resort to any misrepresentation by us under this Agreement or arising out of our or our form of class action. The arbitrator(s) will have the right to render employees'gross negligence or willful misconduct in connection with this equitable, as well as other, awards and relief. The parties agree that the Agreement. underlying agreement between the parties involves interstate commerce, IN NO EVENT WILL WE BE RESPONSIBLE FOR ANY INDIRECT, and that,notwithstanding any choice of law provision in Section 22 of this INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH YOU Agreement, any arbitration hereunder will be governed by the Federal MAY INCUR AS A RESULT OF ENTERING INTO OR RELYING MAY Act. UPON THIS AGREEMENT OR TERMINATION OF THIS 24. Amendments. We may change this Agreement, the AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE Manuals/Instructions,or other operating procedures by giving you at least POSSIBILITY OF SUCH DAMAGES OCCURRING. fifteen(15)days advance notice.However,in the event of changes in the Rules or due to security or risk control reasons, certain changes may 21. Performance of Duties. Each party will be excused from become effective on shorter notice.In addition,we may from time to time performance under this Agreement, except for any payment obligations, notify you in writing or through other means of requirements that must be for any period and to the extent that it is prevented from performing, in satisfied to qualify for various incentive programs. Any Card sales made whole or in part,as a result of delays caused by the other party or any act by you after the effective date of such change will constitute consent to the of God, war, civil disturbance, court order, labor dispute, third parry new terms. nonperformance or other cause beyond its reasonable control, including failures,fluctuations, or nonavailability of electrical power,heat light air Notwithstanding the foregoing, we will use reasonable efforts to notify conditioning, or telecommunications equipment. Such nonperformance you at least thirty (30) days in advance of any fee changes. Following will not be a default or a ground for termination as long as reasonable such notification by us of any amendment of the fees referenced herein means are taken to expeditiously remedy the problem causing such and for thirty(30)days thereafter,you may terminate this Agreement upon nonperformance. Notwithstanding the foregoing,during any period when written notice to us. However, any Card sales made by you on or after our performance is hindered or precluded by reason of any of the aforesaid thirty-one(3 1)days following such notice to you will constitute consent to causes,your obligations to make payments hereunder will be reduced on the new terms. an equitable basis. If you elect not to implement the redundant 25. Notices.All notices hereunder(unless involving normal operational configuration recommended by us for connectivity to us,we will have no matters,including requirements for various incentive programs)must be in liability if the connectivity fails and you agree to indemnify and hold us writing and will be deemed given(a)if sent by mail,on the third business harmless from any and all resulting losses, liabilities, damages and day after being mailed first-class mail to the specified address;(b)if sent expenses resulting therefrom. None of the following will be liable or by courier,when delivered;or(c)if sent by facsimile,when transmission deemed to be in default for any delay or failure to perform under this is confirmed; in any case, if to you at the address appearing in the Agreement or for any interruption in the services resulting, directly or Application, and if to us to BA Merchant Services, 1231 Durrett Lane, indirectly, from any cause beyond it's reasonable control: any State, Louisville,Kentucky,40213,Attention: Customer Services,KY6-200-01- NACHA,EBT Network,a State's designated agent,or us. 14,Fax:(502)315-2090,or to such other address as we or you may have 22. Governing Law;Miscellaneous. specified in a written notice to the other. We may include a notice with or on your statement. As an alternative,we may make any notices available a) This Agreement is governed by and will be construed in by electronic means such as on our Internet web site and notify you how it accordance with the laws of the State of North Carolina without may be accessed,including notification by electronic mail. If we make a regard to conflicts of law provisions,regardless of where you may notice available by electronic means, we also will provide a toll-free conduct business, except that Section 23 will be governed by the telephone number where you may order a paper copy with postage paid by Federal Arbitration Act. if any part of this Agreement is not us You agree to read all notices affecting this Agreement that we send or enforceable, the remaining provisions will remain valid and make available to you. enforceable.In performing its obligations under this Agreement,each party agrees to comply with all laws and regulations applicable to it. 26. Certain Rights of Card Organizations. The parties acknowledge A waiver by us of any of the covenants,conditions,or agreements to that the Rules give the Card Organizations,including all applicable Debit and EBT Networks,the States,the State EBT Service Provider,and certain BAMS Merchant Services Agreement (Commercial)(10-28-05) governmental entities participating in the EBT Project, certain rights to acceptance of and agreement to the terms and conditions of this investigate you and to require termination or modification of this Agreement. This Agreement will become effective only if and when we Agreement with respect to transactions involving said Card Organization's note our acceptance of it or process sales data that you submit.In addition, systems. if,after the effective date of this Agreement,you elect to accept other card 27. Systems Enhancements. If after the effective date of this types,by submitting sales data for said card type(after approval by us and Agreement, you request us to perform or provide any System the card issuer,if applicable)you indicate your acceptance to the pricing Enhancements and we subsequently agree to provide you such System and conditions associated with accepting said card types. Enhancements, we will use reasonable efforts to provide such System 29. Telephone and Mail Orders; Electronic Commerce; Recurring Enhancements if you pay us the additional fees charged by us for such Sales or Other Preauthorized Orders or Sales. You may not accept System Enhancements. Any subsequent changes that we must make in MO/TO/10 transactions unless you have specifically informed us of the your Systems Enhancements to accommodate changes in applicable law or percent of MO/TO/10 transactions to be conducted and we have the Rules will be at your expense. specifically authorized you to accept such transactions. Acceptance of 28. Signature; Electronic Contracting; General Provisions. Your such transactions without authorization from us will constitute a breach of signature, a facsimile copy of your signature, a digitally stored image of this Agreement. If you accept and we authorize you to accept telephone or your signature,your email approval,your electronic approval,or a unique mail orders or electronic commerce transactions or recurring sales or other digital signature on or captured within (as applicable) the Application preauthorized orders or sales,you must comply with all requirements of the attached to this Agreement,the Fee Schedule attached to this Agreement Rules regarding mail order,telephone order,electronic commerce,recurring and,if applicable,an Equipment Agreement serves as the signature for this sales and other preauthorized orders or sales,including but not limited to the Agreement. The parties to this Agreement expressly acknowledge and rules contained in the Manuals/Instructions. agree that the parties to this Agreement may choose to contract via You acknowledge and agree that you will only submit Electronic electronic means and that such contracts will have the same force and Commerce Card transactions in U.S. Dollars that arise from a effect as if conducted via conventional form.Notwithstanding anything to Cardholder's purchase over the Internet. You will be responsible for the contrary elsewhere in this Agreement or in other agreements you may obtaining any operational consents required of the Card Issuer to comply have with us, it is expressly acknowledged and understood that all such with procedures or practices contemplated by both you and us under this electronic contracting is and will be conducted pursuant to the provisions Agreement.If software is to be purchased by you,you will be responsible of North Carolina Gen.Stat.§66-311 et seq.The parties to this Agreement for sublicensing fees and all other fees for software and the software also expressly acknowledge and agree that any duplicate original(whether program utilized by you that enables you to connect to and maintain digital,photographic,or otherwise)or electronic record of this Agreement communication between you, the Internet and us. You will, at all times, will have the same force and effect as the original form of this Agreement. maintain in effect a Sublicense Agreement for any such software. You You indicate,by signing the Application,submitting your email approval, agree to use any such software and the software program properly and for submitting your electronic approval, or by submitting sales data, your the purposes for which it was intended. EQUIPMENT AGREEMENT This Equipment Agreement is being entered into by and between BA or provision in this Agreement,or if any other Default occurs under Merchant Services, LLC. ('BA Merchant Services") and the Merchant the Card Processing Agreement, any such event will be a Default identified in the attached Application("You"). hereunder. In the event that you default in the payment or This Agreement governs the sale of certain terminals,printers,and other performance of any of your obligations under this Agreement, you equipment identified in the Application(the"Equipment").All references will immediately (1) forfeit all monies paid hereunder and (2) to the Application in this Agreement mean both the Application attached surrender peacefully and deliver up promptly all Equipment to us. to this Agreement when it is first executed by you and us and any Upon the occurrence of any Default and in addition to the foregoing, supplemental versions of the Application mutually agreed upon when you we may at our option, effective immediately without notice, either: open additional locations or when you otherwise request additional or (i)terminate our future obligations under this Agreement and proceed different equipment. THE EQUIPMENT IS NOT BEING SOLD TO in any lawful manner against you for collection of all charges that YOU FOR HOME OR PERSONAL USE. In this Agreement, have accrued and are due and payable,in which case this Agreement Equipment refers to any electronic terminal, electronic printer or other will terminate as soon as your obligations to us are satisfied or(ii) electronic peripheral equipment identified on the Application. require the immediate payment of all remaining amounts due under In consideration of the mutual covenants and agreements set forth herein this Agreement and be entitled to reimbursement for any costs of and other good and valid consideration, the receipt and sufficiency of repossession and/or any amount necessary to restore the Equipment which are hereby acknowledged,you and we agree as follows: to the same condition in which it was delivered to you,ordinary wear and tear excepted. In either case, you will also be responsible for The text of the attached Application, and Card Processing Agreement, court costs and reasonable attorney's fees incurred by or on behalf of including any related Schedules, Amendments, Addenda, or Exhibits us,as well as applicable shipping,repair and refurbishing costs." thereto attached,is hereby incorporated herein as if fully set forth at this point,but with the following modifications thereto: 4. The following will be added as Section 30: "Equipment Options I. Sections 2-7,9-13,15,18,19,26 and 29 thereof are deleted in their and Applicability of Agreement Terms. entirety. a. Equipment Options. Whereas:Option 1:You desire to purchase certain Equipment directly from us in consideration of the payment 2. For the purposes of this Equipment Agreement, any and all of a purchase price by you to us;or references to "Bank," "we," "our" and "us," unless the context clearly requires otherwise,refer only to BA Merchant Services. Whereas: Option 2: You desire to purchase certain Equipment 3. Section 17 of the Card ProcessingAgreement is hereby deleted and through a person or persons other than us who have procured said gr y Equipment from us,payment for which will be made by you to said replaced with the following: "Effective Date and Term of other person or persons. Agreement/Default;Remedies. b. Applicability of Agreement Terms. In the event of Option ] a. This Agreement will become effective on the earlier of the date above, you and we agree that all terms and conditions of this this Agreement is fully executed by you and us or the fust date you Agreement will apply. are deemed to have accepted any piece of Equipment covered by this Agreement. This Agreement will remain in effect until all of your In the event of Option 2 above,you and we agree that the terms and obligations and all of our obligations under this Agreement have been conditions set forth in Sections 17(b), 31, 33, 35-37, and 42 of this satisfied_We will deliver the Equipment to the site or sites designated Agreement will not apply." in the Application.You will be deemed to have accepted each piece 5. The following will be added as Section 31: "Purchased of Equipment upon delivery. The provisions of this Agreement will Equipment;Supplies.We will sell to you,and you will buy from us the survive the termination or expiration of the Card Processing Equipment identified in the Application as being purchased by you (the Agreement, unless this Agreement terminates or expires before the "Purchased Equipment"), free and clear of all liens and encumbrances Card Processing Agreement. (subject to Section 36),except that any"Software"(as defined in Section b. If any debit of your Settlement Account initiated by us for charges 37 below)will not be sold to you outright but instead will be provided to due hereunder is rejected when due,or if you otherwise fail to pay us you pursuant to, and subject to the conditions of Section 37 hereof. We any amounts due hereunder when due, or if you default in any will also sell to you and you will buy from us the supplies identified in the material respect in the performance or observance of any obligation Application as requested by you from time to time." BAMS Merchant Services Agreement (Commercial)(10-28-05) 6. The following will be added as Section 32: "Site Preparation. and report your name, city, state and the transaction date on all You will prepare the installation site or sites for the Equipment,including transaction receipts, as penalties may be assessed against you for but not limited to the power supply circuits and phone lines, in transactions that are inaccurately transcribed." conformance with the manufacturer's and our specifications and will make 9. The following will be added as Section 35: "Ownership & the site or sites available to us by the confirmed shipping date." Protection of Equipment. During the period of time when any charges, 7. The following will be added as Section 33: "Payment of Amounts taxes or fees for or on Equipment will be due us,and until such time as all Due for Equipment. charges,taxes and fees due will have been received by us,it is expressly a. The purchase price specified in the Application for purchased understood and agreed by you that:(1)you will not directly or indirectly equipment and supplies, if applicable, will be due and payable create or permit to exist, and will promptly and at your own expense upon execution of this Agreement. You will pay such purchase discharge,any lien,charge or encumbrance on the Equipment;(2)you will price to us prior to shipping of the equipment and supplies.All such not alter the Equipment in any manner whatsoever;(3)you will maintain payments will be made:(1)in a lump sum by check or by debit to the the Equipment at your expense in the same condition in which it was Settlement Account through ACH or(2)in installments by debit to delivered to you,ordinary wear and tear excepted;and(4)in the event of the Settlement Account through ACH (defined below)in each case, any loss, theft, damage or destruction of the Equipment from any cause as specified on the Application. In the event you do not specify whatsoever,you will notify us immediately of such condition and we,in payment timing or method,payment will be made in a lump sum via our sole discretion,will determine the extent of loss and the cost of repair ACH debit to the Settlement Account. We will also provide you the and/or replacement,and you will bear the entire risk and promptly pay the supplies identified in the Application,as requested by you from time cost of such repair and/or replacement." to time. You will pay the purchase price for such supplies,including 10. The following will be added as Section 36: "Security Interest; all applicable taxes prior to delivery of the supplies or at our option Financing Statements. You bereby grant to us a security interest in all such amounts will be collected by invoice or by debits or deductions Purchased Equipment and the related Software to secure payment of the pursuant to this Section. You hereby authorize us to collect all purchase price thereof in accordance with the Uniform Commercial amounts due from you under this Agreement by initiating our debit Code." entries for such amounts to your account designated pursuant to the IL The following will be added as Section 37: "Software License. Card Processing Agreement to be debited and credited for amounts Anything in this Agreement to the contrary notwithstanding,we retain all due from and to you under the Card Processing Agreement (the ownership and copyright interest in and to all software, computer "Settlement Account")or by deducting(or causing Bank of America, programs, related documentation, technology, know how and processes N.A. to deduct) such amounts from settlement amounts due to you embodied in or provided in connection with the Equipment(collectively, under the Card Processing Agreement. All Authorizations and other "Software"), and you will have only a nonexclusive license to use the provisions in.your Card Processing Agreement regarding the debiting Software in the operation of the Equipment. You will not reverse and crediting of your Settlement Account apply with equal force with engineer,disassemble or decompile the Software. You will not give any respect to amounts due to or from you under this Agreement. This third party access to the Software without our prior written consent.Your authority will remain in full force and effect until we have given obligations under this Section will survive the termination of this written notice to your bank where your Settlement Account is Agreement." maintained that all monies due from you under this Agreement have been paid in full. 12. The following will be added as Section 38: "Limited Warranty for Equipment; Maintenance. Equipment provided to you by us If you will make any payment hereunder by check and such check hereunder will be free from defects in material or workmanship at the will be returned for non-sufficient funds, or if you will make any initial date of shipment to you and,if covered by any applicable warranty, payment hereunder by debit to the Settlement Account and funds in will be repaired or replaced by us free of charge within thirty (30) days the Settlement Account are inadequate, you agree to reimburse us therefrom. We will take appropriate steps, to the extent permitted, to immediately for any account shortfall that occurs as a result thereof assign to you any and all warranties provided by the manufacturer of the together with our then current fee for handling such shortfall. Should Purchased Equipment,but we will not provide any warranty with respect you fail to deposit sufficient funds to cover the shortfall in toto within to the Purchased Equipment. forty eight(48)hours of notice of such shortfall,you will then owe to and be charged by us a late charge of 15%of the amount past due. Equipment provided to you by us hereunder will conform to applicable Any deposits made to the Settlement Account will be applied fust to specifications for the period of time specified in, and be covered by the late charges, then to processing charges and then to Equipment warranty ranty provided in,the written materials accompanying each component charges. of Equipment, copies of which materials will be provided to you upon delivery of the specified Equipment. The exact term, conditions and b. In addition, you will pay, or reimburse us for, amounts equal to coverage of each warranty will vary for each component of Equipment in any applicable taxes or assessments, however designated, levied or accordance with such written materials.The cost incurred by you,if any, based on such charges,or on this Agreement or the Equipment and to repair or replace Equipment will be determined by us based upon the related supplies or any services,use or activities hereunder. specific provisions of the warranty applicable thereto as set forth in such c. As indicated in the Application, separate charges apply for written materials, our applicable repair and replacement policy and the Equipment supplies." date you request such repair or replacement relative to the initial date of 8. The following will be added as Section 34: "Use of Equipment. shipment by us. a. You will cause the Equipment to be operated by competent and The warranty statement in the written materials provided to you with qualified personnel in accordance with any operating instructions respect to the Equipment describes the following in explicit detail,but in furnished by the manufacturer or us and in connection with the general,such warranty will be voided if there is:(1)alteration,installation, services provided under your Card Processing Agreement. You will repair or maintenance of the Equipment performed by persons not not use the Equipment, or permit the Equipment to be used, in any authorized by us;(2)connection of any device to Equipment or peripherals manner or for any purpose for which the Equipment is not designed not certified for use with the Equipment; (3)operation of the Equipment or reasonably suited. outside the published specifications; (4)negligence by you or any other person with respect to the Equipment;or(5)alteration of Equipment serial b. You will comply with all governmental laws, rules and number(s). regulations relating to the use of the Equipment. You are also responsible for obtaining all legally required permits for the The warranty statement in such written materials also describes the Equipment. following in explicit detail,but in general,such warranty does not cover: (l)misuse,neglect or abuse of the Equipment; (2) labor involved in the c. After delivery of the equipment any loss,destruction,theft of or removal/reinstallation of warranted Equipment or parts on site;(3)damage damage to the Equipment that occurs thereafter will not relieve you or malfunction as a result of acts of nature; or (4) operating supplies, from your obligation to pay the full purchase price payable including paper,ribbons,accessories and chargeable batteries. hereunder. You expressly understand and agree that, except as set forth above, we d. You will not move the Equipment from the installation location make no warranties whatsoever, express or implied, relative to the set forth in the Application for any reason or use whatsoever without Equipment, including, without limitation, any warranties of our prior written consent. merchantability or fitness for any particular purpose, and you hereby e. Notwithstanding anything in this Agreement to the contrary,you expressly waive and release us from any and all warranties with respect to will be solely responsible for properly maintaining all Equipment and the Equipment,other than those specifically set forth in this Agreement. meeting all technical standards required by.this Agreement.You will at all times insure that all point-of-sale Equipment will display,print BAMS Merchant Services Agreement (Commercial)(10-28-05) You further expressly understand and agree that our sole liability and your You will be liable and will pay for all non-warranty repairs,as well as all sole remedy, whether in contract, tort or otherwise, with respect to any return shipping and handling fees.In the event of a valid warranty claim, Equipment provided to you under this Agreement will be limited to the you will be responsible for the cost of returning defective Equipment to repair or replacement of defective or faulty Equipment in accordance with our designated facility as prescribed in this Agreement,plus all repair and the terns of this Agreement, and we will not be liable for indirect or replacement costs,unless such return is made within thirty(30)days of the consequential damages,or damages resulting from the loss of use,data or initial shipment of such Equipment to you by us,in which case,your will profits,arising out of or in connection with the use of,or the inability to be responsible only for such return costs." use,the Equipment,and you hereby expressly releases us from any and all 14. The following will be added as Section 40: "Limitation on liability with respect to the Equipment, other than as expressly set forth Liability for Equipment. Our liability arising out of or in any way above. connected with this Agreement will not exceed the purchase price paid to WE DISCLAIM ALL OTHER PROMISES,REPRESENTATIONS AND us for the particular Equipment involved. In no event will we be liable for WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE any indirect, incidental, special or consequential damages. The remedies EQUIPMENT AND THE SOFTWARE, INCLUDING AS TO ITS available to you under this Agreement will be your sole and exclusive CONDITION,ITS CONFORMITY TO ANY REPRESENTATIONS OR remedies. DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT You warrant that you have chosen the Equipment provided under this DEFECTS, AND ITS MERCHANTABILITY OR FITNESS FOR A Agreement based on your own analysis and evaluation and expressly PARTICULAR PURPOSE." disclaim any reliance upon statements or representations by us or others." 13. The following will be added as Section 39: "Return,Repair & 15. The following will be added as Section 41: "indemnification for Replacement of Equipment. We will assist you in obtaining repairs and Equipment. You will indemnify and hold us harmless from and against replacements of any Equipment, which is malfunctioning and which any and all losses,liabilities,damages and expenses(including attorneys' cannot be made to work properly via telephone assistance provided to you fees) resulting from (a) the purchase, delivery, installation, acceptance, by our technical support staff. rejection, ownership, leasing,possession, use, operation, condition, liens The decision to repair or replace Equipment will be at our sole discretion, against,or return of the Equipment or(b)any breach by you of any of your and such repair or replacement will be made by a facility designated by us. obligations hereunder,except to the extent any losses, liabilities,damages We reserve the right to charge for or to refuse repairs or replacements of and expenses result from our gross negligence or willful misconduct. This Equipment more than thirty(30)days after the initial date of shipment to indemnity will survive the termination of this Agreement." you or which is not procured through us. You agree to indemnify and hold us harmless from any and all liability for in the event that we have approved repair or replacement of specific any claims, actions, proceedings, expenses, damages or liabilities, Equipment, you will be solely responsible for properly packaging and including attorney's fees,arising as a result of your selection or use of the promptly returning the defective Equipment to our designated facility, Equipment provided under this Agreement." freight and insurance prepaid.In the event replacement Equipment is sent 16. The following will be added as Section 42: "Sales Taxes, to you and you in tum fail or refuse to return the defective Equipment Installation & De-installation, Etc. You agree to pay any sales taxes within thirty(30)days thereafter,we will charge the Settlement Account imposed on the transactions contemplated by this Agreement,as well as for the reasonable fair market value of such replacement Equipment, as any costs associated with the installation and de-installation of the determined at our sole discretion. If you will then afterward properly Equipment, during the term of this Agreement and authorize us, or our return said defective Equipment, we, upon verification of receipt, will assigns,to increase the amount of your preauthorized payment to reflect credit you any amount so charged,less a handling fee for your failure to any and all increases in all applicable taxes,or other taxes imposed on the return the defective Equipment in a timely manner. transactions,contemplated by this Agreement." / BAMS Merchant Services Agreement (Commercial)(10-28-05) Visa Rate,._Id Requirements* 2006 Visa Inti_ mange Programs (Effective April,. /6) Credit Card Check Card Max Days Program Rate Category to Deposit Visa Transaction Qualification Information Fee Per Per Fee Per Per &Settle Sales S Item Sales S Item CPS/Retail 1.54% $0.10 1.03% $0.15 2 Consumer Traditional Card.Card Present/Magnetic Stripe Read/Signature Obtained/Authorized.For Hotel and Car Rental merchants: Folio/Rental Agreement number and check-in/check-out dates required.For Passenger Transport merchants:full itinerary required, including ticket number,passenger name,and trip leg data.Authorization amount must equal settlement amount on check card transactions. CPS/Rewards 1 1.65% $0.10 N/A N/A 2 Consumer Traditional Rewards card that meet existing requirements for CPS/Retail,CPS/Supermarket,CPS Retail Service Station,and CPS/Automated Fuel Dispenser.Transactions processed from Visa Signature or Infinite cards by NON-T&E merchants. CPS/Rewards 2 1.90% $0.10 NA N/A 2 Consumer Traditional Rewards card that meet existing requirements for CPS/Card Not Present,CPS/Retail Key Entry,and CPS/E-Commerce Basic.CPS/E-Commerce:Hotel/Car Rental,&Passenger Transport,CPS/Hotel/Car Rental:Card Present/Card Not Present,and CPS/Passenger Transport and CPS/Restaurant.Signature and Infinite cards that meet existing CPS/Card Not Present,CPS/Retail Key Entry, and CPS/E-Commerce Basic by NON-T&E merchants. CPS/Restaurant 1.54% $0.10 1.19% $0.10 2 Consumer Traditional Card.Same requirements as CPS/Retail.Authorization does not have to match transaction amount.Authorization and magnetic stripe required. CPS/Retail Service 1.43% $0.10 0.70% $0.17 2 Consumer Traditional Card.Same requirements as CPS/Retail.Authorization and magnetic stripe required. Station CPS/Small Ticket 1.65% $0.04 1.55% $0.04 2 Traditional,Traditional Rewards,Signature and Infinite consumer cards.Card present/magnetic stripe read and authorized.Signature not required.Eligible merchants include:local commuter transport(4111),taxi cabs and limousines(4121),restaurants(5812),fast food restaurants(5814),parking lots and garages(7523),motion picture theaters(7832),videotape rental stores(7841),Bus lines(4131),Tolls& Bridges Fees(4784),News Dealers&Newsstands(5994),Laundries-Family&Commercial(7211),Dry Cleaners(7216),Quick Copy, Reproduction,Blue Print(7338),Car Washes(7542).Transaction amount must be less than or equal to$15.00. CPS:Card Not Present 1.85% $0.10 1.60% $0.15 2 Consumer Traditional Card.Card Not Present/Signature Not Obtained/Mail or Phone Order,Address Verification Required.Authorized. Invoice number required.Authorization amount must equal transaction amount. CPS:E-commerce Basic 1.85% $0.10 1.60°/a $0.15 2 Consumer Traditional Card.Same requirements as CPS/Card Not Present.E-commerce requires additional data fields in authorization and settlement.Authorization required. CPS:E-commerce 1.80% $0.10 1.55% $0.15 2 Traditional,Traditional Rewards,Signature and Infinite consumer cards.Same requirements as E-commerce Basic,except require Cardholder Preferred Authentication Value(CAVV)and Address Verification.Authorization required.Requires Verified by Visa. CPS/Retail-Key Entered 1.85% $0.10 1.60% $0.15 2 Consumer Traditional Card.Key-entered due to inability to read magnetic stripe.All requirements of CPS/Retail except magnetic stripe read. Address Verification Required with a positive match on Zip Code or full address.Automated Fuel,Direct Marketing,Quasi-Cash,and Cardholder Activated Terminal merchants are not eligible for this rate.Authorization required. CPS Hotel/Car Rental: 1.58% $0.10 1.36% $0.15 2 Consumer Traditional Card.Hotel/Car Rental merchant,Authorized.Card not present.Estimated length of stay required in authorization. Card Not Present,E- Folio/Rental Agreement number,no show indicator,and check-in/check-out dates required.One or more authorizations obtained. commerce Preferred Authorization amount within 15%of transaction amount.Authorization date is more than one(1)day apart from transaction date.E- commerce requires additional data fields in authorization and settlement. CPS Hotel/Car Rental: 1.58% $0.10 1.36% $0.15 2 Consumer Traditional Card.Hotel/Car Rental merchant,Authorized.Card is present.Magnetic stripe read and signature obtained.Estimated Card Present length of stay required in authorization.Folio/Rental Agreement number,no show indicator,and check-in/check-out dates required.One or more authorizations obtained.Authorization amount within 15%of transaction amount.Authorization date is more than one(1)day apart from transaction date. CPS/Retail 2 1.43% $0.05 0.80% $0.25 2 Traditional,Traditional Rewards,Signature and Infinite consumer cards.Emerging market merchant including Government Offices,Schools, Utilities,Insurance,Cable,and Other TV Services.Same requirements as CPS/Retail except magnetic stripe read not required,or CPS Card Not Present,or CPS Retail Key-Entered.Authorization required. CPS/Supermarket 1.24% $0.05 1.03% $0.15 2 Consumer Traditional Card.Merchant is certified with Visa.Same requirements as CPS/Retail.Authorization and magnetic stripe required. $0.35 cap maximum charge per transaction. CPS/Automated Fuel 1.50% $0.05 0.70% $0.17 2 Consumer Traditional Card.Fuel Dispensing merchant who is certified with Visa.Same requirements as CPS/Retail except signature Dispenser obtained.Must be less than or equal to$75.00.May be authorized for full amount or for$1.00.Magnetic stripe required. 2221-3221-VSIP 04-2006 *Where applicable,VISA dues and assessments increase to.0925%x monthly dollar sales. Page I Visa Rates and Requirements* 2006 Visa Interchange Programs (Effective April,2006) CPS/Passenger Transport, 1.75% $0.10 1.60% $0.15 8 Consumer Traditional Card.Airline or Passenger Railway merchant.Authorized.Does not have to be magnetic stripe read.Address E-commerce,Preferred Verification or preferred Customer indicator required.Full itinerary required including ticket number,passenger name,and trip leg data.One (1)or more clearing records for a single authorization.E-commerce requires additional data fields in authorization and settlement. Utilities Program N/A $0.75 NA $0.75 2 Merchant category code of 4900 registered with Visa and has a Utility Program MVV.Applies to Consumer Credit and Debit card transactions including Traditional,Traditional Rewards,Signature and Infinite consumer cards.Same requirements as CPS/Retail 2, CPS/CNP,CPS/E-Commerce Basic or Preferred,CPS/Retail,and CPS/Retail Key-Entered. Express Payment Service Effective April,2006-Visa has eliminated the Express Pay Service Program. Electronic(EIRF) 2.30% $0.10 1.75% $0.20 3 Key-Entered due to unreadable magnetic stripe and did not meet CPS/Retail Key-Entered requirements.Authorized.Mail or phone order and did not meet CPS/Card Not Present requirements.Did not meet other CPS market specific requirements.Authorization is Referral/Voice- Authorized transaction.Transaction date is three(3)days old.Signature or Infinite cards CPS qualified at a T&E Merchant:Airlines, Passenger Railway,Cruise Lines,Lodging,Car Rental,Eating Establishments:Restaurant,Fast Food and Bar. Intrachange 1.54% $0.10 1.54% $0.10 2 All U.S.and International Consumer and Commercial Credit and Debit transactions that reject upon settlement. Standard 2.70% $0.10 1.90% $0.25 30 Transaction date is more than three(3)days old,Not authorized. Limited Acceptance merchants who process transactions on card products they chose not to accept will downgrade to standard rates.Signature or Infinite cards NOT CPS qualified at a T&E Merchant:Airlines, Passenger Railway,Cruise Lines,Lodging,Car Rental,Eating Establishments:Restaurant,Fast Food and Bar. Forelim Standard 1.60% N/A N/A N/A 30 Visa Card issued in a foreign country.Authorization required. Electronic 1.10% N/A N/A N/A 3 Card Present/Magnetic Stripe Read/Signature Obtained/Authorized.Visa Card issued in a foreign country. Commercial Visa Corporate cards,CPS requirements met Non-Travel Services transactions,Level 2 data required Sales Tax(sales tax must be between Corporate Card Level 2 1.90% $0.10 1.90% $0.10 2 .01%and 22%of the sales amount)and customer code. Visa Business,Business Signature,Purchasing,and GSA Purchasing Cards,CPS requirements met,Non-Travel Services transactions,Level Commercial Card Level 2 2.00% $0.10 2.00% $0.10 2 2 data required Sales Tax(sales tax must be between.1%and 22%of the sales amount)and customer code.(Level 2 or Level 3 data for GSA Purchasing). Commercial Card Level 3 1.70% $0.10 1.70% $0.10 2 Non-GSA purchasing cards.CPS requirements met,Non-Travel Services transactions,Level 2&3 required. Commercial Foreign 1.80% N/A N/A N/A 30 Visa Business, Corporate,or Purchasing Card issued in a foreign country.Authorization and magnetic stripe required. Commercial Electronic 2.20% $0.10 2.20% $0.10 2 Visa Business,Signature Business,Corporate,or Purchasing Card.Same requirements as EIRF. Commercial Standard 2.70% $0.10 2.70% $0.10 30 Visa Business,Signature Business,Corporate,or Purchasing Card.Transaction date is more than two(2)days old.Not authorized.Limited Acceptance merchants who process transactions on card products they chose not to accept will downgrade to standard rates. Lar¢e Ticket GSA Purchasing Card/ 0.95% $35.00 N/A N/A 30 CPS Requirements and both level 2 and level 3 additional data requirements.For GSA transactions$8,750.00 or greater,a rate of 1.35%will US Purchasing Card apply.Authorization required.Must be registered with Visa for US Purchasing Card program. 2221-3221•' 04-2006 *Where applicable,VISA— and assessments increase to.0925%x monthly dollar sales. �`e 2 MasterCard. and Requirements* 2006 MasterCard In nange Programs (Effective October,21 Program Rate Credit Card Check Card Category Fee Per Per Fee Per Per MasterCard Transaction Qualification Information Sales S Item Sales S Item Merit III, 1.64% $0.10 1.05% 50.15 :'ConeumerWorld ata non.T&E Merchmt end World Elite et a non-T&E Merchant Face-to-FacelMagoetic Stripe Read/S_ignature Obtained/Electronically Authorized/Maximum 2 days to deposit Settle.Key- World Merit III,and 1,74% $0.10 N/A N/A tnnssaiiins not ellglote.for:this rate. World Elite Merit III d. Key Entered, 1.95% $0.10 1.64% 50.16 ',Corisumer World at s nonTAE Merchant,and World Elite at a non-T&E Merchant.;All requirements of Merit 3 except key-entered due to inability to read magnetic stripe.Maximum 2 days to deposit&Settle. World Key-Entered,and 2.05% $0.10 : N/A N/A -Direct Marketing,Qdaei-Cash,epeafic Transportation,and.specific Service Industry merchanta are not eligible for this rate. „. World Elite Key-Entered Merit 1, 1.95% 50.10 1.64% 50.16 .;Consumer,World at a.-nonIT&E Merchant,and World Elite at a non-T&E Merchant:Magnetic swipem ot required/Electronically.Authorized except for QPS:transactions,and Airlines/does notmeetKey-Entered or World Merit 1,and Ttavel Industries Prem erService requirements:E Commerce;Mail or Phone order.Maximum days to deposit&Settle 3 days and 9 for Airlines: _ World Elite Merit I 205% $0.10 N/A N/A Smell Ticket N/A N/A 1.55% 50.04 'Consumer Debit:Transaction amount$15.00�or less/Magnetic stripe read unless initiated via transponder/ElectrMiically Authorized/Maximum 2 days to deposit&Settle.Eligible Merchants:Commuter Transport (4111),Limousines&Texts :Miscellaneous Food(5499),Restsilmo s(5812);:Fast Food(5814j;Parking Lots and;Girages(7323),Motion:Picture Theatrts(7832),Videotape;Rentel(7841)gBus Linea{4131), Bridge and:Rodd feea;'.Tolls(4784),:News Dealers/Newastands(5994),,Laundr Services;Family&Commercial(7211);Dry Cleaners{7216),Quick Copy Reproduction&Blueprinting Services(1338),and Car Washes(7542). Convenience Purchases, 1.90% N/A N/A N/A ' World Conv Purchases, Conaurner,World and W6 rid Elite.Magnetic Stripe read unless initiated Via tranaponder/Electronically Authorrzed/Maximum 2 days to deposit&Settle.Eligible Merchants;Fast Food(5814);Mimi Food Store and World Elite Conv 2'00% N/A N/A N/A (5499),Service Station(5541),Automated Fuel''Dispenser{5542)and Movie Theater'(7832)Merchants. Purchases Restaurant N/A N/A 1.19"/e $0.10 Consumer Debit transaction Magnetic Stripe read unless initiated via transponder/Electronically Authori7ed7Maximum.2`days to deposit&Sdtle:Eligible Merchants;Fast Food(5814)and Restaurant(5812). World Restaurant and 1.64% 50.10 N/A N/A ily AuthorizediTmnsactions amount 560.00 ales/Maximum 2-days to deposit&settle:Eligible Merchant:Restaurant(5812). World Elite Restaurant : - - World T&E and 2.30% 50.10 N/A N/A World and.World,Eltte:Magnetic'Swipe not regiiiredBlectronically Auttiorized except Airlines/Meximum 3 days to deposit&Settle.Eligible Merchants;Airline(3000.3299,4511),Car Rental'(3351'-35x10,7512, B World Elite T&E 7513,7519);HoteVMotel-(3501=3999 oe7011);Fassenger Railway(4112),Travel Agent(4722) Cmise Lme/'Steamship'(44l l),Restaurant Transactions over 560,00(MCC 5812). . Note:'Airline,P.assen er Railwe/tiravel A etiy Hotel%Motel;Car Rentatneed additional data. _ f Emerging Markets N/A N/A 0.80% $0.25 Consumac Debit.Magrieha Swipe not required/El&tromcallyAuthorize&Maximum 3 days to deposit&Settle.Eligible Ivlerchents:Trenspoitation(4111),Cabla/Sate llite/otlrer,Pay.Telavtsion/Radio stations B B !_•(4899)Utilities(490,0 Court Costs;�(9211),Fines(9222);Bail/$ond'payments(9223),Tax payments(9311);:Government services(934.9)„Schools/elemsntary/eeeoodary,:(821`1),colleges/universitied profeasional schooliot'elsaewliert classified(8299)„Direct marketing insurance services(5960),Insurance.salea'underwritingand ptenuuina(6300)Bridges&road Fees Toll(4784);and Foetal:Services tio'yemment idly(9402). :.. :. w .„ Public Sector, Consumer,.Worldand4V✓orld Elite.Magnetic Swipe notrequired/EleCtironically Auitioriud/Maximum 3 days to.deposit&Settle.Eligible tvferobanta Court Costs mcludipg Alimony and Child Support(9211), World Public Sector,and 1.55% 50.10 N/A N/A 'Fines(9222)Bail ehd;BondPaymeota(9223);Tax Payments(9311),Government Services not elsewhem classified(9399),Transportation-Suburban&Local Cnoun rpacsenger,including Ferries(4111),Bridges World Flits Pub Sector ! &roedFees Toll(4784),end PosfalServrcea-Government only(9402) s., Supermarket, I.48% $0.05 I.OS% 50.15 Coneurner,\Vorld and Worldlshte Merchant iscertifiedwitb Mestere and Face to Face/Magoetic Stripe Raad/Signature Obtained/ALthorized/ntaximum charge S0:35 on consumer debit trsnsactiooe only World Supermarket,and L58% 50.05 N/A N/A /Maximum 2 Jaya to deposit&Settle,Eligible rverchant Supermarket,0 41 l) lx World Elite Smkt Standard, 2.75% $0.10 1.90% $0.25 j World Standard and - - Consumer World,and World E ite.cards Autltonzation or not Maximum :30 days to_deposit&Settle. 2.95% $0.10 N/A N/A World Elite Standard Intnchange 0.85% $0.05 0.85"/. $0.05 All U S and Interoatiooel Coaeui %Commercial Credit and Debit trensactions that;relect upon aettlemrnt Mexunum 2;days to deposit&Settle. _ m w Utility, N/A 50.75 N/A S0.75 .Consumer;World,and World Elite RVs;c ed with MasterCard Magnepc swipe not.required/ElectronicallyAuthonzedlMaximum 2 days,to deposit&'Settle.Eligible merchant:UtilityMerchants only-Electric, Utility World and Gas�H6stiug Od Sanitation Wafer(MCC 4900)Cable,satellite(CV Bad radio),and telecommunications merchants`arg not eligible for thisprogram Utility World Elite i Petroleum CAT/AFD N/A N/A 0.70% $0.17 ':Consumer lkbrf Tranae6tion at CarAhoidor Activated Termiml,or Automated Fuel Dispenser.Magnetic Stripe read)Electronically.Authorized/Maximum 2 days to deposit&Senle:Eligible Merchant Automated Fuel Di ser 5342 ' Petroleum Serv.Station N/A N/A 0.70% SO.I7 .Coesumer'I)ebrt Magnetic Stripe teadunless imtiated via trsnspondor/Electronically Authonzed/Maxtmum 2 days to deposit&Settle Eligible Merchant Service Stadon(554 1). Passenger Transport 1.83% $0.10 1.60% $0.15 Consumer Cards Eligible Merchants Airline(3000-3299)or Passertger Railway(4112).Magnetic Swipe read not regwred/Electronically Authorized except for Avlinae/Maxun in 9:days to deposit&Settle. Additional.addendurditata required. Merchant UCAF, 1.64% S0.10 1.05% 50.15 Coaeumer;World.and�World Ehfe.electronic Commerce transaction/Megoetic Swipe read not required/Electronically.Authorized/processed'ueing UCAF/MasterCerd SectneCode sottwart,merchant supports the Wald March UCAF, 1.74°/, SO.lO N/A N/A '�'MasterCard»S'ecureCode.pmgniin/i4l'exinium 2 dsya to deposit&Seal&Airline;:Passenger Railway/Tnnsport,Travel Agency,CarRental/Vebiole Rental,Hotel/Motel,require additional addendum data.Automated and World Elite Merch Fuel Dispenser(5542);rioteligibla for this rate.” UCAF 2225-3225-MCIPGVT 10-2006 *MasterCard dues and assessments straight pass-through based on.095%times monthly dollar sales. Page I MasterCard Rates and Requirements* 2006 MasterCard Interchange Programs (Effective October,2006) Full UCAF, 1.74% $0.10 1.15% 50.15 Consumar,;Wodd;and,Wor1d,Elite;Electronic Commerce transaction/Magnetic Swipe read not required/Electroaically'Authorized/processed using UCAF/MasterCard 5ecurcCode software,marcham and.ieauer World Full UCAF,end �PPo Q:TKastetCe[d SecmeCode program/Maximum 2 days to deposit&Settle.Airline,PassengerRailway/Trenspo'M Travel Agency,Car RantaWehicle Rental;Hotel/Motel,require additional addendum 1.84% 50.10 N/A N/A '" World Elite Full UCAF data•Automated Fuel Dispenser(5542)nm eligibld�for this rate. Warehouse Club, 1.48% 50.05 1.05% 50.15 Consumer;World sad World Elite.Memhant registered at MasterCard Face-to-Face/Magnetic Stripe.Read/Signattue Obtain6&Electronically_Authorized/Ivtaxi i"cl erge$0,3$/Maximum 2 days to deposit& World Wrhs Club,and 1Settle.Eligible'nierchent.Wlioleaele Clubs(5300).Also'spplies to MasterCard Business,Corporate,Purchase and Fled cards.MasterCard Corporate Fleet:card at fuel"loeatiom'are not eligible for this rate. World Elite Wrhs Club 1.58% 50.05 N/A N/A World Elite Airline 2.30% $0.10 N/A N/A World EGte.card Eligible Meroheor Airlines(3000 3299);Mix.Akline.(4511).MagnaticswTpe read not required/Authorized except'Airlinea/Paesenge r treoaportdetail,-General Ticket data(paseengeroame,ticket number,and issuingrip g (T tc, Airport code,City of destination/Airport code.)Maximum 3 days to deposit&Settle: carrier)T Le date revel de earner code service class code,City of origin/ Airport Electronic 1.48% N/A N/A N/A Consumer;World andElectromc Card iOubd in a foreign country,°Face-to-Face/Magoetic s&*—Read/Signature Obtained/Electronically Author zed/Maximum 5 days to deposit&`Settle.Key-entmed transactions not elrgiblcifor thta rate,Rate mcladea the MasterCard Cross-border fee: Int'(Electronic Cons 1.27% N/A N/A N/A Blectronro Consumer end Corporete`Card Face to Face/Megnetiii Stnpe:Read/Sipature Obtained/Electronically Authoiizad/Maximurn 30 days'to deposit&Settler Key-Catered transactions not eligible for this-rate. `Rate inchrdys the MasterCard Cioss'border fed Int'(Electronic Corp 1.96% N/A N/A N/A - •+ 1 - International Standard 2.31% N/A N/A N/A 'Consumer'.W,6dd,Ekcironic Card;ieaved m a foreign colrntry Transection date°more than five(5)'dayq old Rate includes the MasterCard Cross bonder fee.My iximum 30 dsysto'deposit&-Settle.. U.S.Corporate Large 1.20% S40 N/A N/A Huamess,CorparaYe,Purcliaenig,orFleet Card,Magnetic 6wipe read not regnired/Electronically Authorized/Maximam 2;days to depose&Settle:Provide ;tax amount'cuaroinercode(whan-provded by cu mar), i° Ticket ed lina.datatrenspchonjdeteil(Product code,item deacriptiori;item qty.,item of measure,extendeditam-amoum,debit or credit indicator).CorporataFleet card(at fuel°.lacatioos)provide transaction mformaaon'addendum Arline Ca Nehrcle Rental HoteVMotel;Passenger Railway;and Restaurant merehantere not cligibly for this rate. . iia ...; w .,..::..... ..........0 ,..,.,. ....... --: r.._.:. _._.._ - - _ _... __.. U.S.Corporate Face-to- - 2.05% N/A N/A N/A �Huatneas Corporate PurChaeingoorFleet Gard.:Pace to,Face/MagnetiC Stripe Read/Sigoature Obtained/Electronically Authorized/Maximum 2 days to deposit&Settle.Business&Corporatecard transactions Face provide to remount Purchase 8r F.ieefeard transaction&provide tax'smount 8t customer code(when providedby customer):Avline,:CarNehicle Rental,Hotel/Motel,passenger'Railway,Automated Fuel Dispenser, Restaurent,end Marl/Ptione Order'Iinercbants are not eligible for this rate;MasterCard Corporate-Fleet cerd'at fuel Iocatirms are not eligible for this rate. U.S.Corporate Data 1.75•/. N/A N/A N/A Business Corporate Piuchaemg or,Fleet Cgtd;'Magnetic Swipe notrequiredl Elactrgnically Authoriud/Meximum3days to deposit&Settle;Providetax emmmt customer code(when provided by customer), Rate III .corporatelino item ins on detail(Product-code;item'desanption,item-giy.,item unit of meaerae extended item amoiint,.dabit or credit indicator):MasterCard Corporate Fleet..card at fuel locations are not eligible forthis rete Airline CarNehicle Reotal'Hbtal%Motal Passenger,Railway,and Restaurant nusmi' tts'are not chgible for this tate U.S.Corporate Data 2.05% N/A N/A N/A Business Corporate,.Purchasing or?Fleet Gerd-Megoetic Swipe not required/Electconicelly Authoriud/Meximiim 3 days to deposit,&Settle.Provide tax amount customer code(when pm ided:by - Rate[I cusromer)Corporete Fleet card(at fuel locahone)provide transaction mformahon addendum:Airline CarNehiale Reuel,HoteVMotei Passenger Railway,and Restaurant merohanta'are not elipble for this rete. t _ft ' U.S.Corporate Data 2.65% 50.10 N/A N/A Bsit:&Settle.Corporate Fleet card(gtfuel is tim).provide traasacfion information arNehicie Rental,HotaVMotel,P.asaenger Railway,and Restaurant merchant are,riot eligible ibrtOa rate. Rate I 'addeadum.'Airline,C _ _ U.S.Corporate T&E I 2,35% - N/A N/A N/A ,:-Business,Cbrparete,Puroheaing;or Fleet Card,Magnetic Swipe not regwred/Electronically Authorized except fir:Airlita aximum daysto deposit&Settle 3 days and 9 for Airlines Eligible Merchants:Airline (3000-3299,4511);AutoNehicle rental(3351w3500,15117;7513,7519);Hotel/Motel(3501,3999,7011)„Passenger Railway(4112);Restaurants(5812).Airline&Paeeai ger.Railway require additional General;ticket data Hotel may'require,additiooal;addendum if lodging summary message is submitted U.S.Corporate T&E 11 2.20% 50.10 N/A N/A Busmeea,Corporete,-PuTcii, astrig,or.Fleet Card.Magrietic Swipe not required/Electronically Authorized except for Airlines/Maximum days to deposit,&Settle 3 days and 9 for Airlines.Eligible Merchants:Airline 3 1),Auto/Vehicle 350 hicle rental(3351. 0,7512,`7513,7519),Hotel/Motel(3501-3999,7011),Passenger Railway(4112),Airline&Passenger Railway require additional General ticket,trip leg,or rail (3000-299;451 data:Auta✓Vchicle,TentArequire rental detail dot,Hotel/Motcl requires lodging detail and may require additional addendum dataif'lodging summary message is submitted:. U.S.Corporate T&E 111 2.15% 50.10 N/A N/A Business,Corporate;purchasing,or.F1ect.Card.Magnolia Swipe not rquiredElectronically Authorized except for Airlines/Maximum days to.deposit&Settle 3 days•and 9 for Airlines.Eligible Merchant:Airline (3000.3299;4541),Auto/Vehicle,rental(3351-3500,7512,7513,7519 1),Hotel/Motel(3501-3999,7011),Passenger Railway(4112).In addition to Corporate T&E H requiremarua:Airline&Passenger Railway require additional General ticket,trip leg,or rail,data,Auto/Vehicle:rental require rental detail data,Hotel/Motel requires lodging detail and may require additionaladdendum data if lodging summary message is !: 'r ubmitted.: U.S.Corporate Standard 2.70% $0.10 N/A N/A Business,Corporate,Purchasing,or Fleet Card..:Magtrotic swipe not'required/Authorized or not/Maximum 30 days to deposit&Settle. Int'(Corp Purchasing 1.66% N/A N/A N/A Purcbasing;or Fleet Card(at non-fuel locations)issued in a foreign country.Authorized/Provide sales tax amount/customer code(when provided by the customer).Rate includes the MasterCard.Cross-border fee. Data Rate II Maximurn5 days to deposit&Settle. International Corporate 0.86% S30 N/A N/A .Purchasing;or Fleet Card issued in a foreign country.Merchant NOT eligible for this rete:Airline,Auto/Vehicle rental;Hotel/Motel,Passenger Railway,Restaurants.state includes the MasterCard Cross-border fee. Purchasing Large Ticket '.'Maximum 30 days too-deposit&Settle. Int'(Corp Purchase 2.26% N/A N/A N/A Purchasing or Fleet card issued in a foreign country.Rate includes the MasterCard Cross-border fee.Maximum 30 days to deposit&Settle, Standard Int'(Corporate Standard 2.26% N/A N/A N/A Busineae or Corporate;rar&issued in a foreign country.Rateincludes.the MasterCard Cross-border fee.Maximum 30 days to deposit:&Settle. 2225-322541 710-2006 *MasterCard dues and assessr tight pass-through based on.095%times monthly dollar sales. 2