Wells Fargo Bank - ACH AgreementCUSTOMER COPY
ACH ORIGINATION .SERVICES
SERVICE DESCRIPTION
1. Introduction. This Service Description together with the other Service Documentation as defined in
the Master Agreement for Treasury Management Services ( "Master Agreement ") between Wells Fargo
Bank, N. A. ( "Bank "), and the company identified in the signature block on the last page of this Service
Description ( "Company ") amends and restates the existing Service Documentation between Bank and
Company regarding Bank's ACH Origination Services ( "Services ") and Company's ACH security
procedure election(s). This Service Description replaces all prior agreements between Company and
Bank regarding the Services and the security procedure(s).
2. Description of Services. Bank's Services enable Company to originate automated clearing house
( "ACH ") credit and debit entries (each, an "Entry ") in accordance with the National Automated Clearing
House Association Operating Rules (the "ACH Rules "). Company shall maintain one or more deposit
account(s) at Bank or Bank's affiliate (each, an "Account "), which Bank may use to process such
Entries. Company will transmit Entries to Bank using a data file or batch release (each, a "File ")
through the communications channel(s) to which Bank and Company separately agree in writing. Bank
will verify that Company has authorized, canceled or amended a File or Entry solely by means of the
security procedure(s) Company has elected in this Service Description (each, the "Security
Procedure "). When Bank acts with respect to an Entry as both the originating depository financial
institution ( "ODFI ") and receiving depository financial institution ( "RDFI "), as ODFI and RDFI are
defined by the ACH Rules, the Entry is an "on -us Entry."
3. Conditions to Provision of Services. As conditions to Bank's provision of the Services, Company
shall (a) comply with the ACH Rules in effect from time to time and any applicable local ACH rules; (b)
maintain Company's Account(s) in good standing; (c) complete Bank's set -up process for the Services;
(d) in the case of Services requiring use of Bank's Commercial Electronic Office Service ( "CEO "),
subscribe to Bank's CEO; and (e) comply with such requirements regarding hardware and software as
Bank may from time to time communicate to Company. Company acknowledges that Entries may not
be originated that violate the laws or regulations of the United States including without limitation the
regulations issued by the Office of Foreign Assets Control. Company acknowledges that Bank has
provided Company with a copy of the ACH Rules as of the date of this Service Description and that
Company is responsible for obtaining, and complying with, any amendments to the ACH Rules.
4. Preparation of Entries and Files; Processing Schedules. Company shall prepare each File in
accordance with the ACH Rules and Bank's Reference Guide for the Service. Bank will process each
File in accordance with Bank's then current processing schedule and any instructions regarding the
date an Entry is to be settled that Company furnishes with the Entry provided (a) Bank receives the File
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by Bank's applicable cutoff time on a Business Day and (b) the ACH is open for business. Files will be
deemed received by Bank when the transmission of the File to Bank is completed and authenticated in
compliance with the Security Procedure. If Bank receives a File after Bank's applicable cutoff time or
on a day when the ACH is not open for business, the File will be treated as having been received prior
to Bank's applicable cutoff time on the next Business Day on which the ACH is open for business.
5. Inconsistency of Name and Number. If an Entry describes a receiver both by name and
identifying number, the RDFI may pay the Entry on the basis of the identifying number, even if the
number identifies a person different from the named receiver. If an Entry describes the RDFI both by
name and identifying number, Bank, a gateway operator or another financial institution handling the
Entry may rely on the identifying number to identify the RDFI, even if the identifying number refers to an
institution other than the named institution.
6. Company's Payment Obligations. As of the applicable settlement date, Company shall maintain
available funds in each Account sufficient to cover the credit Entries originated against that Account. If
requested by Bank, Company shall maintain such available funds in the Account(s) prior to Bank's
delivering the Entries to the ACH or gateway operator or Bank's posting an on -us Entry. If Company
fails to comply with such request, Bank may refuse to send the Entries to the ACH or gateway operator
or to post an on -us Entry. Upon notice to Company, Bank may place a hold on funds in any account at
Bank or any affiliate of Bank Company owns in whole or in part sufficient to cover Company's credit
Entries. Bank may take such other actions as it deems necessary or appropriate to ensure that it
receives payment for Company's credit Entries. Company's obligation to pay Bank for each credit
Entry matures at the time Bank transmits or otherwise delivers the credit Entry to the ACH or gateway
operator or posts an on -us Entry. Bank may debit an Account for credit Entries originated from that
Account on the applicable settlement date or at an earlier time upon notice to Company. Bank may,
where applicable, debit an Account for any correcting or reversing Entry originated by Company. If
there are insufficient funds in the applicable Account to cover such correcting or reversing Entry, Bank
may debit any other account(s) Company owns in whole or in part at Bank or any affiliate of Bank.
7. Provisional Credit. A credit to Company's Account for an Entry is provisional until Bank receives
final settlement for the Entry. If Bank does not receive final settlement, Bank is entitled to debit
Company's Account or any other accounts Company owns in whole or in part at Bank or any affiliate of
Bank for the amount of the Entry. Company shall pay any shortfall remaining after such debit to Bank
immediately upon demand.
8. Rejected Entries. Bank may reject an Entry or File if Company fails to comply with the terms of this
Service Description. If Bank rejects an Entry or File, Bank will attempt to notify Company promptly so
that Company may cure the defect. Bank's notice of its rejection of an Entry or File will be effective
when given. Bank will have no liability to Company for rejecting an Entry or File, not giving notice at an
earlier time than that provided for in this Service Description, or any loss resulting from Bank's failure to
provide notice. If Company requests that Bank repair an Entry or File and Bank endeavors to do so,
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Bank shall not be liable for Bank's failure to make the requested repair. Company will pay all charges
and expenses Bank incurs in connection with any repairs.
9. Cancellation, Amendment, Reversal. Company has no right to cancel, amend or reverse an Entry
or File after its receipt by Bank. If Company requests that Bank cancel, amend or reverse an Entry or
File, Bank may, at its sole discretion, attempt to honor such request. Bank will have no liability for its
failure to give effect to Company's request. Company will reimburse Bank for any expenses, losses or
damages Bank incurs in effecting or attempting to effect Company's request.
10. Returned Entries. Bank will have no obligation to re- transmit a returned Entry or File to the ACH
or gateway operator, or to take any further action with respect to a returned on -us Entry, if Bank
complied with the terms of this Service Description with respect to the original Entry or File. Company
shall reimburse Bank for any returned debit Entries on the same day that Company receives notice of
such returned Entry.
11. Reconstruction of Entries and Files. Company will retain sufficient records to permit it to
reconstruct each Entry and File it delivers to Bank for a period of five (5) Business Days after the
applicable settlement date and will submit the reconstructed Entry or File to Bank upon request.
12. Company's Agents. Company will certify to Bank the identity of any person Company has
authorized to act as its agent with respect to the Services. Any such person is authorized to, without
limitation, originate, receive, return, adjust, correct, cancel, amend and transmit Entries and Files on
Company's behalf and elect the security procedure used to authenticate such Entries and Files. Bank
shall be able to conclusively presume that such agency continues until Bank receives written notice to
the contrary. Bank may rely on instructions received from such persons and need not make any
inquiries to confirm that the instructions are within the scope of the agency.
13. Currency Conversion.
13.1. With respect to credit Entries Bank agrees to originate in the currency of a designated
foreign government or intergovernmental organization ( "Foreign Currency "), Bank will
convert the amount to be transferred from U.S. dollars ( "USD ") to the Foreign Currency at
Bank's sell rate for exchange in effect on the Business Day the Entry is transmitted by Bank
to the ACH or gateway operator. If the financial institution designated to receive the funds
does not pay the receiver specified in the Entry, or if the Entry is subsequently determined to
be erroneous, Bank will not be liable for a sum in excess of the amount of the original Entry
after it has been converted from the Foreign Currency to USD at Bank's buy rate for
exchange at the time the Entry is returned to Bank.
13.2. With respect to debit Entries Bank agrees to originate in a Foreign Currency, Bank will
convert the amount of each Entry from the Foreign Currency to USD at Bank's buy rate for
exchange in effect on the settlement date of the Entry. If the financial institution designated
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to receive the Entry subsequently returns it, Bank may charge the applicable Account (or
any other accounts Company owns in whole or in part at Bank or any affiliate of Bank) for
the amount equal to the value of the returned Entry, after Bank has converted the Foreign
Currency to USD at Bank's sell rate for exchange at the time the Entry is returned to Bank.
Bank will not be liable for a sum in excess of the original amount of the Entry after
conversion.
13.3. Bank will not be liable for any failure or delay by a gateway operator, any intermediary
financial institution, or RDFI in the designated foreign country in processing or failing to
process any Entry Bank transmits to a foreign country, or for acts or omissions by a third
party including without limitation the delay or failure of any third party to process, credit or
debit any Entry.
14. Third Party Sender Activities. If Company is a Third Party Sender, as that term is defined by the
ACH Rules, prior to originating any Entries on behalf of a customer of Company, Company shall enter
into an agreement with such customer whereby that customer (a) agrees to assume the responsibilities
of an originator under the ACH Rules and to be bound by the ACH Rules as in effect from time to time
and (b) acknowledges that Entries may not be initiated that violate the laws or regulations of the United
States including without limitation the regulations issued by the Office of Foreign Assets Control.
15. Warranties. Company acknowledges that under the ACH Rules, Bank makes certain warranties
with respect to each Entry. Company agrees to reimburse Bank for any loss Bank incurs, including
Bank's reasonable attorneys' fees and legal expenses, as the result of a breach of a warranty made by
Bank in connection with any Entry Bank originates upon the instructions received from Company,
except to the extent that the loss resulted from Bank's own gross negligence or intentional misconduct.
16. Indemnification. Company acknowledges that under the ACH Rules, Bank indemnifies certain
persons. Company agrees to reimburse Bank for any loss Bank incurs, including its reasonable
attorneys' fees and legal expenses, as the result of the enforcement of any such indemnity, except to
the extent that the loss resulted solely from Bank's own gross negligence or intentional misconduct.
17. Termination. In addition to the termination provisions contained in the Master Agreement, Bank
may terminate the Services immediately upon notice to Company if Bank determines in its sole
discretion that: (a) the number of returned debit Entries originated under this Service Description is
excessive; or (b) Company has breached a warranty provided under the ACH Rules or otherwise failed
to comply with the ACH Rules.
18. Survival. Sections 5, 6, 7, 13, 14, 15, 16, 18 and 19 shall survive termination of the Services.
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19. Description and Election of Security Procedure. The purpose of the Security Procedure is to
verify the authenticity of an Entry or File, not to detect an erroneous or duplicate Entry or File.
Company shall be responsible for any erroneous or duplicate Entry or File issued to Bank in Company's
name.
19.1 Commercially Reasonable. Company has determined that the Security Procedure
Company has elected best meets Company's requirements with regard to the size, type and
frequency of the Entries and Files issued by Company to Bank and that the Security
Procedure is commercially reasonable. Company refuses to have its Entries and Files
verified by any security procedure other than the Security Procedure Company has elected
in this Service Description.
19.2. Binding Instructions. Company agrees to be bound by each Entry and File, or request to
cancel or amend an Entry or File, whether or not authorized by Company, that is issued in
Company's name and accepted by Bank in compliance with the Security Procedure.
19.3 Confidentiality. Company and Bank will preserve the confidentiality of the Security
Procedure, and any passwords, codes, security devices and related instructions provided by
Bank. If Company becomes aware of a breach, or suspects that a breach may occur, it will
immediately notify Bank in a manner affording Bank a reasonable opportunity to act on
Company's notification.
19.4. Authorized Person(s). Company will promptly notify Bank in writing of the identity of each
person authorized to receive information regarding the Security Procedure (each, an
"Authorized Person ") and when a person is no longer an Authorized Person, affording Bank
in each instance a reasonable opportunity to act on Company's notification. Company will
establish and maintain effective internal procedures to safeguard against unauthorized
Entries and Files. Company warrants that no individual will be allowed to initiate an Entry or
File without proper supervision and safeguards.
19.5. Election of Security Procedure. The Security Procedure Company has elected is:
Secure File Transport Security Procedure - Single- Factor Authentication. Secure
File Transport is Bank's suite of secure Internet protocol transmission methods that
meets Bank's minimum security standards for authentication and encryption. Bank will
authenticate each Entry and File transmitted to Bank in Company's name using an
agreed upon ID password combination or digital certificate.
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CUSTOMER COPY
IN WITNESS WHEREOF, Company agrees to and accepts this ACH Origination Services Service
Description.
W-Ly ftU1i1-Li1-Lb L)LCtLU1.
Date: July 29, 2007
Please sign and date one copy of this Service Description
and mail it in the enclosed postage paid envelope to:
Wells Fargo Bank, N.A.
Project and Conversion Services
MAC C7300 -235
1740 Broadway
Denver, CO 80274
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ACCEPTANCE OF SERVICES
Part 1— Certification
Bank: Wells Fargo Bank, N. A. ® New Agreement ❑ Additional Service
Each person signing this Acceptance of Services ( "Acceptance ") certifies that.
(a) the undersigned Company has received and agrees to be bound by the Service Documentation, as defined in Bank's
Master Agreement for Treasury Management Services ( "Agreement "), and, if checked below, Bank's Security
Procedures, Sweep Services and Credit Sweep Services;
(b) he or she has full authority to execute this Acceptance on behalf of Company, to enter into other agreements with
Bank for Services now or hereafter offered by Bank and to amend, terminate or otherwise act on behalf of Company
with respect to such agreements and Services; and
(c) Company's use of any Service confirms its agreement to be bound by the Service Documentation relating to that
Service.
For ACH and Wire Services, Company must complete and execute the following separate agreements which must
be signed by the customer:
• ACH Services: ACH Services Security Procedures Agreement (TM 1425)
• Wire Transfer Services: Wire Transfer Services Security Procedures Agreement (TM -1441)
Part 1l — Sweep Services
A. IMPORTANT DISCLOSURES
General. The investment instruments below that are offered, sold, or placed by Bank are not deposits in or obligations of,
and are not guaranteed by, Bank or any affiliate (except for Repurchase Agreements, see below); are not insured by the
FDIC, the Securities Investors Protection Corporation, or the United States of America; and are subject to investment risk
including possible loss of principal invested or the nonpayment of interest. Yields vary with market conditions. Past
performance is no guarantee of future results. Bank makes no representation or warranty as to the suitability or safety
with respect to any investments. Bank and its affiliates and their respective employees, officers and directors, will not be
liable to Company for any reason whatsoever related to investments or redemptions made through the Services.
Electronic Delivery. Confirmations and /or Statements will be sent to Company by electronic means unless otherwise
requested by Company. Electronic means include the Commercial Electronic Office ® portal, facsimile or Secure E -Mail.
Mutual Funds. Wells Fargo Funds Management, LLC, a wholly -owned subsidiary of Wells Fargo & Company, provides
investment advisory and administrative services for the Wells Fargo Funds®. Other affiliates of Wells Fargo & Company
provide sub - advisory and other services for the Funds. The Funds are distributed by Stephens, Inc., Member
NYSE/SIPC. Wells Fargo & Company and its affiliates are not affiliated with Stephens, Inc. Fees for such services are
disclosed in the prospectuses for these Funds. Bank may act as agent or as principal for Company for mutual fund
transactions.
For more complete information about the Wells Fargo Money Market Funds including fees and expenses that apply to an
investment in them, obtain a current prospectus by contacting your Treasury Management sales officer, relationship or
other manager or Institutional Brokerage & Sales representative. Please read the prospectus carefully before investing.
Money market mutual funds seek to preserve the value of your investment at $1.00 per share; it is possible to lose money
by investing in the money market mutual funds.
TM -1444 Acceptance of Services Page 1 of 3 December 14, 2005
Agreed To and Accepted
Company:
By:
Number. 94- 6000340
Name: Jay Baksa
Title: City Administrator
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