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CC 2014-01-14_08.b. Contract for Banking and Merchant ServicesMEMORANDUM_ TO: CITY COUNCIL FROM: DEBBIE MALICOAT, DIRECTOR OF Al;:>MINISTRATIVE SERVICES }n'v SUBJECT: CONSIDERATION OF CONTRACT AWARD FOR BANKING AND MERCHANT SERVICES DATE: JANUARY 14, 2014 RECOMMENDATION: It is recommended the City Council award a contract to U.S. Bank for banking and merchant services for an initial period of five years and authorize the mayor to sign the Master Services Agreement. IMPACT ON FINANCIAL AND PERSONNEL RESOURCES: The City is expected to save approximately $2,000 annually in banking fees. There will be an impact on staff to transition from the City's current bank to the new bank,· but this is anticipated to be accomplished within existing resources. BACKGROUND: The City currently utilizes Bank of America as the City's operating bank, providing treasury management functions as well as merchant services (credit card) processing. The relationship with Bank of America has been ongoing for a number of years. In response to concerns about service from the bank, as well as the due diligence to periodically review service providers, the City issued a Request for Proposals (RFP) for banking and merchant services on September 17, 2013. The RFP did not include any investment services, such as custody or safekeeping. ANALYSIS OF ISSUES: Five firms responded to the City's RFP. The City's review committee consisted of the Director of Administrative Service$, the Accounting Supervisor, and the Senior Accounting Clerk in charge of payroll. The selection process consisted of review of the written proposals, oral presentations by the final two banks, Bank of America and U.S. Bank, and reference checks. The selection committee recommends entering into a contract with U.S. Bank to provide banking and merchant services. U.S. Bank demonstrated excellent products and services that will meet the City's banking needs, from online processes to over-the- counter transactions. Their commitment to customer service and level of professionalism was superior and their pricing structure is anticipated to save the City approximately $2,000 in banking fees annually, compared to the same services offered Item 8.b. - Page 1 CITY COUNCIL CONSIDERATION OF CONTRACT AWARD FOR BANKING AND MERCHANT SERVICES JANUARY 14, 2014 PAGE2 by Bank of America. Actual savings may vary due to new features and processes that the City may implement, which will enhance the City's customer service to the community (such as expanded acceptance of credit cards). U.S. Bank's quoted fees are less than those quoted by Bank of America, so expansion of services with either bank would be less expensive with U.S. Bank. In addition, U.S. Bank has offered the City a one-time Earning Credit Bonus of $4,000 to be applied toward any banking services or costs of supplies and the waiving of all treasury management set up fees. ALTERNATIVES: The following alternatives are provided for City Council consideration: -Approve staff recommendation to award a contract for banking and merchant services to U.S. Bank; Do not approve staff recommendation and request further information; Modify staff recommendation and approve; Provide direction to staff. ADVANTAGES: The City will save approximately $2,000 annually on banking fees and will be able to expand services to our community in a cost effective manner. DISADVANTAGES: Staff time to transition between .banks will be required, which will require a tradeoff of currently scheduled projects. Additional staff time will be spent during the transition period for certain processes that will need to be done for each bank, (i.e. bank account reconciliation and monitoring). ENVIRONMENTAL REVIEW: No environmental review is required for this item. PUBLIC NOTIFICATION AND COMMENTS: The Agenda was posted in front of City Hall on Thursday, January 9, 2014. The agenda and report were posted on the City's website on Friday, January 10, 2014. No public comments were received. Attachments: U.S. Bank Master Services Agreement (Government Entities) Item 8.b. - Page 2 [!!Jbank. Master Services Agreement (Governmental Entities) Customer Tax Identification Number: 15-& 00()/;~rg I, /ON y feJ?t&?.,4 , HEREBY CERTIFY that I am -'~--="'-·+>rzL'-'=~----------- of £:! [\/ pf MlQp'/D bW f) fE: ("Customer"). I further certify that I have full power and lawful authority to execute this Master Services Agreement ("MSA") on behalf of Customer. I further certify that Customer has taken all action required by its resolutions and other organizational documents, records or agreements to authorize the individuals listed below to act on behalf of Customer in all transactions contemplated under this MSA. Customer shall not be bound by the terms and conditions for those specific services described, to the extent Customer elects not to use such service(s). Customer hereby agrees as follows: DEPOSIT ACCOUNTS: 1. U.S. Bank National Association ("Bank") is hereby designated as Customer's banking depository. Customer has received a copy of the deposit account terms and conditions and agrees that such terms shall govern the deposit account services provided by Bank. All transactions between Customer and Bank involving any of Customer's accounts at Bank will be governed by the deposit account terms and conditions, this MSA and other disclosures provided to Customer. Customer agrees to provide Bank with a copy of documents requested by Bank. 2. Any one (1) of the persons whose names and signatures appear in Appendix A (individually, an "Account Signer") are hereby authorized to open, add, modify, or close accounts in the name of Customer or its subsidiaries or affiliates, or if applicable, as an agent for another entity, and to sign, on behalf of Customer, its subsidiaries or affiliates or as an agent for another entity, checks, drafts or other orders for the payment, transfer or withdrawal of any of the funds or other property of Customer, whether signed, manually or by use of a facsimile or mechanical signature or otherwise authorized, including those payable to the individual order of the person or persons signing or otherwise authorizing the same and including also those payable to the Bank or to any other person for application, or which are actually applied to the payment of any indebtedness owing to the Bank from the person or persons who signed such checks, drafts or other withdrawal orders or otherwise authorized such withdrawals; and are also authorized to endorse for deposit, payment or collection any check, bill, draft or other instrument made, drawn or endorsed to the accounts governed by this MSA for deposit into these accounts. The authorization contained in the preceding sentence includes transfers of funds or other property of Customer to accounts outside of those accounts Customer maintains at Bank. Any one of the Contract Signers (as defined below) is also authorized · to execute any documentation that Bank may require to add or delete Account Signers. 3. Unless Customer otherwise advises Bank in writing and Bank has a reasonable opportunity to act on such writing, the Account Signers listed in Appendix A will be Account Signers on any future deposit accounts that Customer maintains with Bank. 4. Customer acknowledges and agrees that Bank is not required to obtain the consent of or otherwise contact an Account Signer for transactions other than those listed in paragraph 2 above, including, but not limited to, transfers between accounts Customer maintains at Bank, advances on loans Customer has with Bank and transfers to pay down loans Customer has with Bank. TREASURY MANAGEMENT SERVICES: 5. Bank's treasury management services ("Treasury Management Service(s)") are described in the U.S. Bank Services Terms and Conditions, any supplements thereto, any implementation documents, user manuals, operating guides and other related documentation and disclosures provided by Bank, and any addendum to any of the foregoing (collectively the "Services Agreement"). Customer has received and reviewed the Services Agreement and desires to use one or more of the Treasury Management Services. 6. Any one (1) of the persons whose names and signatures appear in Appendix B (individually, a "Treasury Management Signer") are empowered in the name of and on behalf of the Customer to enter into all transactions contemplated in the Services Agreement including, but not limited to, selecting Treasury Management Services, appointing agents to act on behalf of Customer in the delivery of Treasury Management Services, signing additional documentation necessary to implement the Treasury Management Services and giving Bank instructions with regard to any Treasury Management Service, including without limitation, wire transfers, ACH transfers, and any other electronic or paper transfers from or to any account Customer may maintain with Bank. Bank may, at its discretion, require Customer to execute additional documentation to implement or amend certain Treasury Management Services. In such cases, documentation necessary to implement or amend such Services shall be signed by a Treasury Management Signer. Customer further acknowledges and agrees that Bank may implement or amend Services based on the verbal, written, facsimile, voice mail, email or other electronically communicated instructions that it believes in good faith to have been received from a Treasury Management Signer. Any one of the Contract Signers (as defined below) is also authorized to execute any documentation that Bank may require to add or delete Treasury Management Signers. Rev. 04/10/2013 All of UD serving yoU" Page 1of3 Version: 4/13 Item 8.b. - Page 3 MONEY CENTER AND SAFEKEEPING SERVICES: Master Services Agreement · (Governmental Entities) 7. Any one (1) of the persons referenced in Appendix M (individually, a "Money Center Signer") are each authorized and empowered in the name of and on behalf of the Customer to t~ansact any and all depository and investment business through the Bank's Money Center division (the "Money Center") and any securities custodial business through the Bank's Safekeeping Department (the "Safekeeping Department), which such person may at any time deem to be advisable, including, without limiting the generality of the foregoing, selecting any services that may from time to time be offered by the Money Center or the Safekeeping Department (collectively referred to herein as "Money Center Services" and "Safekeeping Services", respectively), appointing additional Money Center Signers or agents to act on behalf of Customer with respect to. Money Center Services and Safekeeping Services, signing additional documentation necessary to implement the Money Center Services a·nd Safekeeping Services and giving Bank instructions with regard to any Money Center Service and Safekeeping Service. Customer has received and reviewed the Services Agreement and may use one or more of the Money Center Services or Safekeeping Services from time to time. Bank may, at its discretion, require Customer to execute additional documentation to implement or amend certain Money Center Services or Safekeeping Services. In those cases, the required documentation shall be signed by a Money Center Signer. Customer further acknowledges and agrees that Bank may take any action with respect to any Money Center Services or Safekeeping Services requested by a Money Center Signer based on the verbal, written, facsimile, voice mail, email or other electronically communicated instructions that Bank believes in good faith to have been received from a Money Center Signer. Any one of the Money Center Signers is also authorized to execute any documentation that Bank may require to add or delete Money Center Signers. FOREIGN EXCHANGE: 8. Bank is authorized by Customer to enter into foreign exchange transactions. Customer has received a copy of the Services Agreement and agrees that the terms contained in the Services Agreement, this MSA and other disclosures provided to Customer shall govern the foreign exchange services provided by Bank. Customer agrees to provide Bank with a copy of documents requested by Bank. FOREIGN CURRENCY ACCOUNTS: 9. Bank is hereby designated as Customer's banking depository for one or more Foreign Currency Account(s) (the "Foreign Account(s)"). Any one (1) of the persons whose names and signatures appear in Appendix C (individually, a "Foreign Currency Account Signer") are hereby authorized to open, add, modify, or close any Foreign Account(s) in the name of Customer or its subsidiaries or affiliates and to make, on behalf of Customer, orders for payment or transfer of any of the funds or other property of Customer, whether signed, manually or by use of a facsimile or mechanical signature or otherwise authorized, including those payable to the individual order of the person or persons signing or otherwise authorizing the same. Customer hereby expressly authorizes and directs Bank to accept written and oral instructions any payment orders, by telephone or otherwise, consistent with the Services Agreement. Customer has received a copy of the Services Agreement and agrees that the terms contained in the Services Agreement, this MSA and other disclosures provided to Customer shall govern the Foreign Accounts. Any one of the Contract Signers (as defined below) is also authorized to execute any documentation that Bank may require to add or delete Foreign Currency Account Signers. OTHER SERVICES: 10. A Contract Signer is authorized and empowered on behalf of Customer to transact any and all other depository and investment business with and through Bank, and, in reference to any such business, to make any and all agreements and to execute and deliver to Bank any and all contracts and other writings which such person may deem to be necessary or desirable. GENERAL: 11. All Account Signers, Treasury Management Signers, Foreign Currency Account Signers and/or Money Center Signers (whether designated in this MSA or in a prior document [for example, a Certificate of Authority or a Treasury Management Services Agreement] executed by Customer) will remain in place until Bank receives written notice of any change and has a reasonable time to act upon Customer's written notice. 12. Any and all transactions by or in behalf of Customer with the Bank prior to the adoption of this MSA (whether involving deposits, withdrawals, Treasury Management Services, or otherwise) are in all respects ratified, approved and confirmed. 13. Customer agrees to furnish Bank with the names and signatures (either actual or any form or forms of facsimile or mechanical signatures adopted by the person authorized to sign) of the persons who presently are Account Signers, Treasury Management Signers, Foreign Currency Account Signers and/or Money Center Signers. Bank shall be indemnified and saved harmless by Customer from any claims, demands, expenses, loss or damage resulting from or growing out of honoring or relying on the signature or other authority (whether or not properly used and, in the case of any facsimile signature, regardless of when or by whom or by what means such signature may have been made or affixed) of any officer or person whose name and signature was so certified, or refusing to honor any signature or authority not so certified. Rev. 04/10/2013 All "ofr:mJ ~rving you" Page 2 of 3 Version: 4/13 Item 8.b. - Page 4 Master Services Agreement (Governmental Entities) Each of the undersigned (individually and collectively, the "Contract Signers") certifies that, based on his or her review of Customer's books and records, Customer has, and at the time of adoption of this MSA had, full power and lawful authority to adopt the MSA and to confer the powers herein granted to the persons named, and that such persons have full power and authority to exercise the same. Each of the Contract Signers further certifies that he or she has the full power and lawful authority to execute this MSA on behalf of Customer, its subsidiaries and affiliates, or if applicable, as an agent for another entity who has entered into an agreement with Customer authorizing Customer to act on such entity's behalf. Each of the Contract Signers further certifies that the Account Signers, Treasury Management Signers, Foreign Currency Account Signers and/or Money Center Signers have been duly elected to and now hold the offices of Customer set opposite their respective names, and the signatures appearing opposite their names are the authentic, official signatures of the said signer. The undersigned Contract Signers have executed this MSA as of the ____ day of 20 Contract Signer Signature: Print Name: Print Title: Contract Signer Signature: Print Name: Print Title: Contract Signer Signature: Print Name: Print Title: Contract Signer Signature: Print Name: Print Title: For Internal Use Only: Review Rev. 04/10/2013 Validation Method _____ _ Contract Signer Signature: Print Name: Print Title: Contract Signer Signature: Print Name: Print Title: Contract Signer Signature: Print Name: Print Title: Contract Signer Signature: Print Name: Print Title: TL Review Alf of Imservin§ you:· Imaged Page 3 of3. Version: 4/13 Item 8.b. - Page 5 [!I) bank~ Customer lnformatiOn Customer Name: (}/TV 0 F /tt4'2.u io bf.AN i)-,:;:- Account Information Account Name Authorized Account Signers Name Title Appendix A Account Signers Tax Identification Number: Account Number Tax Identification Number Specimen Signature 7)1(2£{.[Dfl b~ tJDJ111rJ~~si...t-s. _________ _ MtOll.NTI /l/q Suf el<-Vi5tJ~ The Contract Signer listed below further represents and warrants to the Bank that the signatures listed above are the true and authentic signatures of the Authorized Account Signer(s) and that Customer has taken all action required by its organizational documents to appoint the Authorized Account Signer(s). REQUEST FOR FEDERAL TAXPAYER IDENTIFICATION NUMBER UNDER PENAL TIES OF PERJURY I CERTIFY THAT: A. THE NUMBER(S) SHOWN ABOVE IS/ARE THE CORRECT TAXPAYER IDENTIFICATION NUMBER(S) FOR THE CORRESPONDING TAXPAYER. B. I AM NOT SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF FAILURE TO REPORT ALL INTEREST OR DIVIDENDS SINCE I HAVE NOT BEEN NOTIFIED I AM SUBJECT TO OR HAVE BEEN NOTIFIED I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING BY THE INTERNAL REVENUE SERVICE. (IF YOU CANNOT CERTIFY THIS, CROSS OUT STATEMENT B.) C. I AM A U.S. PERSON (AS DEFINED IN THE IRS FORM W-9 INSTRUCTIONS, WHICH INSTRUCTIONS WILL BE PROVIDED BY BANK UPON REQUEST). D. I AM AN EXEMPT CUSTOMER AS LISTED IN THE IRS FORM W-9 INSTRUCTIONS -CHECK BOX 0 THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISIONS OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING. Contract Signer Signature: Print Title: Print Name: Date: For Internal Use Only: Authorized Signers are related to the Master Services Agreement dated: Review _____ _ Validation Method ____ _ TL Review _____ _ Rev.3/29/2011 All of C!E!serving yoU" Imaged Appendix A Version: 1/11 Item 8.b. - Page 6 ~bank~_ : Customer lnfo[mation Appendix B Treasury Management Signers Customer Name: fA_ 1\/ t) F Af--R.D':-/ D ez le.AN D£ Tax Identification Number: ' Authorized Treasury Management Signers Name Title Specimen Signature 12Bf>DeAH MAt..1 Cotti RVN-J C,oR.l-Jf;LL h1'2emt. ~ 1IDrn11\J sttiv1('.£S AC4WN11 tJ6 SuflEf!.-V i.50~ The Contract Signer listed below further represents and warrants to the Bank that the signatures listed above are the true and authentic signatures of the Authorized Treasury Management Signer(s) and that Customer has taken all action required by its organizational documents to appoint the Authorized Treasury Management Signer(s). Contract Signer Signature: Print Title: Print Name: Date: For Internal Use Only: . Authorized Signers are related to the Master Services Agreement dated: Review _____ _ Validation Method TL Review _____ _ Rev. 1017/2011 Imaged Appendix B Version: 1/11 Item 8.b. - Page 7 [!!1bank~ U.S. Bank Wire Transfer Authorization The purpose of this form is to obtain information and authorization to add, modify or delete your Wire Transfer Service with U.S. Bank. Please complete the form in its entirety. Incomplete forms may cause a delay in the setup process for the wire service you have requested. A separate form is required if any options defined on this form are different for individual users. Note: Do not complete this form if CMT access is needed; complete the U.S. Bank CMT Authorization form. Company Name: (!).TY ~F Af2/Zc;yb CJfANDf?" Phone Number: (3£€) -i..f.13 ··51-foD Tax ID (TIN) Number: _q._..5~--l ..... 12~0~00~· ~b~(p~g~-------Lead Account Number: NOTE: Bank recommends designating at least three Authorized Users. Each individual listed on this form should serve as an Initiator or a Confirmer, but not both. Notwithstanding Bank's recommendation, if Customer identifies an Authorized User to act as both Initiator and Confirmer, Customer hereby authorizes U.S. Bank to process a wire initiated and confirmed by such Authorized User. lnitiator(s) Customer authorizes the following individual(s) to initiate wire transfers from the accounts listed below. A Wire PIN will be assigned and mailed to each new Initiator. ... .?-.9 ... 0 Cll 0 "Ci ·-I'll ; .! "C- "C :!:: 0 :!:: -.... Cll ·-<C£ :ii:£ o.= Initiator Name [g. ~ gi 6-reJ eN tb4&1s Initiator Phone Number (Required) ~ B ri:'l ~At/ !YI M...Ltbfc'f ~ ~ ~ RYAN CJJtNeLL- D D D D D D D D D Account Number(s) Customer authorizes the above listed individual(s) to initiate wire transfers from accounts listed below in accordance with the Initiator's limits. 1. 2. 3. 4. 5. 6. 7. 8. lnitiator(s) Transaction PIN Limit 9. 10. 11. 12. 13. 14. 15. 16. Customer authorizes each initiator identified above to initiate wire transactions within the transaction limit threshold listed below. A callback will occur on any wire initiated for more than the assigned threshold. Please review each bullet carefully. • U.S. Bank mandates callbacks to a Confirmer for voice initiated non-repetitive wire transfers $10,000 or more. • Repetitive Wire transfers exceeding the limit indicated in the field below will trigger a callback to a Confirmer. • Separate authorization forms are required if transaction limits vary by lnitiator(s). • A value of zero ($0) in either of the fields below will trigger callbacks on ALL PIN initiated wire transfers, including those initiated through Voice, SinglePoint, and CMT. • A value entered less than the limits defined in SinglePoint or CMT will trigger a callback on the wires initiated through those applications. • If no dollar amount is listed, each Initiator above will be set up with an unlimited dollar threshold amount. Non-Repetitive Transaction Dollar Limit $ t--~~~~~~~~~~~~~~-t Repetitive Transaction Dollar Limit $ ~~~~~~~~~~~~~~~--' PIN Mailing Address When establishing a new lnitiator(s), a PIN mailing address is required. Customer authorizes U.S. Bank to mail the Wire PIN(s) to the attention of the newly authorized lnitiator(s) at the address indicated below. A separate authorization form is required for each Initiator if a different address is to be used for mailing the PIN. When a replacement Wire PIN is required, complete the Wire Transfer PIN Reissue Authorization form. Street Address: 3oo f:.. 12~ (no P.O. Boxes) Zip: q34-2-D Country: US A ~~~~~~~~- City: State: Rev 07/23/13 All of {!E3 serving you-page 1of4 Item 8.b. - Page 8 [!l1bank~ U.S. Bank Wire Transfer Authorization Confirmer(s) Customer authorizes the following individual(s) to confirm wire transfers initiated from all accounts in the customer profile, in accordance with the Initiator's limits. A maximum of 15 Confirmers can be designated. For additional security, a Wire PIN and limit may be assigned to each Confirmer by completing the Confirmer with PIN/ Limits Authorization Form. lii ... ... CD CD -c E .?-.§ E -c= CD ._ <C 'E --a; ;: "C c -c 0 0 0 CD 0 0 :au co Confirmer Name ~ ~ ~ SIBJetJ ADA:fv\S lZI ~ 13 1)ft,teA±t Ml\:U.WA:C ~-~ [la RyAtJ c..vf?N8kL- D D 0 0 0 0 0 0 0 0 D 0 Comments/Additional Instruction Customer Approval Confirmer Phone Number (Required) Confirmer Priority (Optional) 3 By signing this Authorization Form, Customer represents and warrants that all selections, designations, and/or other instructions contained herein are accurate and have been authorized by Customer, that the Services requested herein shall be governed by the U.S. Bank Services Terms and Conditions or other contract governing the provision of Treasury Management services approved in writing by Bank, that the Customer has read and understood the Instructions for completing U.S. Bank Wire Transfer Authorization Form, and that the signer listed below is an authorized signer. Bank may rely on the information contained in this Authorization Form until ii has been revoked in writing by Customer and Bank has had a reasonable opportunity to act on any such revocation. Customer acknowledges and agrees !hat U.S. Bank may conclusively rely on facsimiles or other photocopies or images of this Authorization Form as an original document. Remittance Transfer Provider -12 CFR Part 1005 (Regulation El If Customer is classified as a Remittance Transfer Provider under Regulation E, Customer represents, warrants and agrees that: (a) Customer shall perform and comply with the requirements of 12 CFR Part 1005, including, but not limited to, providing the disclosures to the consumer (sender) as set forth in section 1005.31, being responsible for the error resolution procedures and the provision of any remedies to the consumer (sender) as set forth in section 1005.33, and being responsible for the cancellation and refund of Remittance Transfers as set forth in section 1005.34; (b) Bank is acting as an agent and not as a Remittance Transfer Provider when performing activities on behalf of Customer; and (c) Even if Bank is deemed a Remittance Transfer Provider under applicable law, Customer shall take all actions necessary to comply with the obligations of a Remittance Transfer Provider. Customer agrees to indemnify and hold Bank harmless from and against any and all loss, liability, damage, costs and expenses ~ncluding attorneys' fees) that Bank may sustain in reliance on Customer's representations and warranties set forth herein. 0 Customer will initiate international wire transfers on behalf of consumers. Authorized Signer (please print): -:ID N\./ ~Af.A Tiiie: Signature: Date: I For U.S. Bank Internal Use Only I hereby verify that the above signer is authorized to approve services on behalf of the customer. Account Officer's: (please print) Signature: Input by: Verified by: Rev 07/23/13 Date: I I For U.S. Bank Wire Operations Use Only Ali of~ se_rving~you- nue: Phone Number: Phone Number: Date: Date: page 2 of4 Item 8.b. - Page 9 U.S. Bank Wire Transfer Authorization Instructions for completing U.S. Bank Wire Transfer Authorization Form The purpose of these instructions is to help you complete the U.S. Bank Wire Transfer Authorization Form. Use the U.S. Bank Wire Transfer Authorization Form to add, modify or delete wire Initiators or Confirmers with U.S. Bank. This form should also be used to authorize wire capabilities for SinglePoint users. A separate form is required if any options defined on this form are different for individual users. Note: Do not complete this form if CMT access is needed; complete the U.S. Bank CMT Authorization form. Company Name: Phone Number: Tax ID Number: Lead Account Number: lnitiator(s) (Required) Enter your company's full legal name. (Required) Enter your company's phone number. This field has three characters for Area Code or Country ID and 13 characters for phone number. (Required) Enter your company's 9-digit tax identification number. (Required if you are currently initiating Wire Transfers at U.S. Bank) If you do not know what the lead account is, indicate any existing U.S. Bank account from which you currently initiate Wire Transfers. The purpose of providing this information is to help identify your existing Wire Transfer setup. This section is required if you are adding a new wire transfer service or adding, modifying or deleting an Initiator. A separate form is required if any options defined on this form are different for individual Initiators. Add Initiator: Modify Initiator: Delete Initiator: Initiator Name: Initiator Phone Number: Account Number(s) Check this box to add a new Initiator to initiate wire transfers. Check this box to modify an existing Initiator. Examples include: modifying the Initiator's phone number, name, limits, etc. Check this box to delete an existing Initiator from initiating capabilities on all wire transfer accounts. (Required) Enter Initiator's full name. When modifying or deleting an Initiator, the existing Initiator name(s) must be listed on the form exactly as they currently appear on your wire setup. If an Initiator is modifying their name; specify the new name in the lnitiator(s) section and indicate in the Comments/Additional Instruction section of this form the Initiator's former name and that it should be changed. (Required) Enter authorized Initiator's phone number. This field has three characters for Area Code or Country ID and 13 characters for phone number. Account numbers are required when adding a new Initiator or adding a new account to an existing Initiator. To delete an account, use the Wire Account Maintenance Form. List all authorized U.S. Bank accounts from which the Initiator is or will be authorized to initiate transfers. If the form cannot accommodate all account numbers, a separate list of accounts preferably in numerical order can be attached. All pages of the attached account listing must be signed by an Authorized Signer. lnitiator(s) Transaction PIN Limit The confirmation process for a voice initiated wire transfer is an additional security measure. Transaction PIN Limit thresholds are established for the purpose of determining when a callback will be required by the customer. U.S. Bank mandates callbacks to a Confirrner on voice initiated non-repetitive wire transfers $10,000 or more, regardless of any transaction PIN limit threshold indicated for the Users and also requires a callback when the transaction PIN limit threshold is exceeded. Use this section to establish the Initiator's Transaction PIN Limit threshold. If the transaction limit fields are left blank, when establishing a new Initiator, the transaction threshold will default to $999,999,999.99. When modifying the Transaction PIN Limit threshold for an existing lnitiator(s), if the field is left blank, no change will be made. To change the dollar threshold, complete each field with the new threshold amount, the word "unlimited," or $999,999,999.99 to indicate the Initiator's new callback limits. When adding an account to an existing initiator if the field is left blank, the PIN limit threshold will default to unlimited. Non-Repetitive Transaction Limit: • If a callback to a Confirmer is desired for ALL voice initiated non-repetitive wire transfers, enter zero ($0). When using SinglePoint or CMT to initiate wires, do not enter zero ($0) in this field, see Note below*. • If a callback to a Confirmer is desired for voice initiated non-repetitive wire transfers under the $10,000 bank mandated limit, enter the dollar amount. • If a callback to a Confirmer is desired for voice initiated non-repetitive wire transfers above a specific dollar limit, enter the dollar amount. Repetitive Transaction Limit: • If no callback to a Confirmer is desired for voice initiated repetitive wire transfers, leave blank. If a callback to a Confirmer is desired for ALL voice initiated repetitive wire transfers, enter zero ($0). If a callback to a Confirmer is desired for voice initiated repetitive wire transfers above a specific dollar limit, enter the dollar amount. NOTE: Placing a zero, or a value less than the limit established in SinglePoint and CMT, in this field would result in a callback on the non- repetitive wires initiated through SinglePoint and CMT. To require a callback on only the Voice initiated non-repetitive wires requested over the phone, complete the Callback On Voice Initiated Non-Repetitive Wire Authorization form. By completing the authorization form, a callback will occur on the non-repetitive wires submitted by phone but will not impact the wires initiated through SinglePoint or CMT. Rev 07/23/13 All of[!I3 serving you· page 3 of 4 Item 8.b. - Page 10 [!!3bank~ U.S. Bank Wire Transfer Authorization PIN Mailing Address This section is required if you are establishing a new Initiator. A separate form should be used if the PIN mailing address is different for any user listed on this form. NOTE: A Customer's Wire PIN, for security reasons, may never be delivered to the attention of a U.S. Bank Employee or to a P.O. Box. Street Address: (Required for new Initiators) Enter the mailing address for the Initiator PINs. No P.O. Boxes are permitted, the address must be a street address. This information is required for all new Initiators. Note: To request a Wire PIN lo be reissued, complete the Wire Transfer PIN Reissue Authorization Form. Confirmer(s-) This section is required if you are adding a new wire transfer service or adding, modifying or deleting a Confirmer. A Confirmer is the individual at your company that will receive a phone call from U.S. Bank to approve wire transfers initiated by your company when a callback is either required or requested. The Confirmer is responsible for confirming ALL wires on any and ALL accounts. You cannot restrict accounts by Confirmer. By designating a Confirmer for your company, this individual is responsible for confirming wires entered by ALL Initiators when a callback is required. A maximum of 15 Confirmers can be designated. Add Confirmer: Modify Confirmer: Delete Confirmer: Confirmer Name: Check this box if you are adding a new Confirmer. Check this box if you are modifying an existing Confirmer. Examples include; modifying phone number for existing user, modifying name of existing user, modifying the Confirmer Order, etc. Check this box if you are deleting a Confirmer from confirming capabilities on all wire transfer accounts. (Required) Enter the Confirmer's full name. Existing Confirmer name(s) must be listed on the form exactly as they currently appear on your wire setup. If a user is modifying their name, specify the new name in the Confirmer section and indicate in the Comments/Additional Instruction section of this form the Confirmer's former name and that it should be changed. Confirmer Phone Number: (Required) Enter the Confirmer's phone number. This field has three characters for Area Code or Country ID and 13 characters for phone number. Confirmer Priority: (Optional) Indicate 1, 2, 3 etc. This is the order in which the bank will contact the Confirmers. For example, if you specify 1, the bank will attempt to contact that Confirmer first to confirm an initiated wire transfer. If that person is not available, the bank will attempt to contact the person you have identified to be priority number 2. If an order is specified for Confirmer(s) on the form, the priority order should be specified for all other Confirmers listed. The order of callback will be determined by U.S. Bank if no callback order is specified. Note: On confirming with PIN: For additional security, a Wire PIN and limit may be assigned to each Confirmer by completing the Confirmer with PIN Company Level Authorization Form. All users at your company must use the same confirmation method, either with or without aPIN. Comments Include any additional comments in this section. Wire Advice Notification Mailed Wire Advices are sent to all new U.S. Bank wire transfer customers providing them with the wire detail of incoming or outgoing wires. U.S. Bank recommends customers receive this wire notification whether it is through mail, fax, voice advices or SinglePoint information reporting. You may elect to eliminate the default mailed wire advice by completing the Wire Advice Method Authorization form. ,customer Approval An authorized signer for your company must complete this section. The authorized signer(s) for your company can be found on the Master Services Agreement Appendix B or B-1, Voice Wire Transfer Agreement, the Treasury Management Service Agreement, or other contract governing the provision of Treasury Management services approved in writing by Bank, on file for your company at U.S. Bank. Remittance Transfer Provider -12 CFR Part 1005 (Regulation El Customer will initiate International Non Repetitive Wire Transfers on behalf of consumers. Check this box only if you will be sending international wire transfers on behalf of consumers to comply with Remittance transfer regulation. Authorized Signer: Title: Signature: Date: (Required) Print the name of the authorized signer. Print the official title of the authorized signer. (Required) Provide the original signature of the authorized signer. Enter the date the form was signed. For U.S. Bank Internal Use Only This section is to be completed by an Account Officer at U.S. Bank. For U.S. Bank Wire Operations Use Only This section is to be completed by a representative of Wire Operations at U.S. Bank. Rev 07/23/13 All of~ serving you-page 4 of 4 Item 8.b. - Page 11 U.S. Bank ACH Authorization The purpose of the U.S. Bank ACH Authorization is to obtain information and authorization to add accounts to your ACH service. Please complete, sign and return this form to the contact provided below. Company Name: Tax ID Number (TIN): Settlement/Origination Account Information Enter the Account Number(s), Tax ID(s) and Product that will be utilized for Settlement/Origination. Account Number Tax ID Product Comments. Customer Approval Phone Number: ----·--------- ·-----------'·---·-------------_,_ -~ -------------------------------·-----------· --------------------·--· ---_, ____ _ By signing this Authorization Form, Customer represents and warrants that all selections, designations, and/or other instructions contained herein are accurate and have been authorized by Customer, that the Services requested herein shall be governed by the U.S. Bank Services Terms and Conditions, or other contract governing the provision of Treasury Management services approved in writing by Bank, and that the signer listed below is an authorized signer. In addition, Customer agrees to adhere to the NACHA Operating Rules. Bank may rely on the information contained in this Authorization Form until it has been revoked in writing by Customer and Bank has had a reasonable opportunity to act on any such revocation. Remittance Transfer Provider -12 CFR Part 1005 !Regulation El If Customer is classified as a Remittance Transfer Provider under Regulation E, Customer represents, warrants and agrees that: (a) Customer shall perform and comply with the requirements of 12 CFR Part 1005, including, but not limited to, providing the disclosures to the consumer (sender) as set forth in section 1005.31, being responsible for the error resolution procedures and the provision of any remedies to the consumer (sender) as set forth in section 1005.33, and being responsible for the cancellation and refund of Remittance Transfers as set forth in section 1005.34; (b) Bank is acting as an agent and not as a Remittance Transfer Provider when performing activities on behalf of Customer; and (c) Even if Bank is deemed a Remittance Transfer Provider under applicable law, Customer shall take all actions necessary to comply with the obligations of a Remittance Transfer Provider. · Customer agrees to indemnify and hold Bank harmless from and against any and all loss, liability, damage, costs and expenses (including attorneys' fees) that Bank may sustain in reliance on Customer's representations and warranties set forth herein. Authorized Signer: (please print) Title: Signature: Date: I I Treasury Management Contact Information Please return completed, signed form via method indicated: 0 O~ginal signature required -Return original form to mailing address provided below. D Fax signature allowed -Return form to the fax number provided below Contact Name: Phone Number: Fax Number: Email Address: @usbank.com Mail Code: Street Address: City: State: Phone Number: Zip Code: For U.S. Bank Internal Use Only Relationship Manager or Account Officer completes this section if a contract is not currently on file for the customer or the Authorized Signer above is not listed on the contract. I hereby verify that the above signer is authorized to approve services on behalf of the customer. Account Officer: (please print) Signature: Rev 2113 Date: All .C>ff1l) serying _you· Title: Phone Number: Item 8.b. - Page 12