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2016-93 grime........., FIFTH THIRD BANK Pricing Amendment This Pricing Amendment ("Amendment") is an amendment to the Master Treasury Management Agreement (the "Master Agreement") currently in effect between the "Customer" identified on the Signature Page below ("you") and Fifth Third Bank ("we" or"us). All capitalized terms not otherwise defined in this Pricing Amendment have the meaning provided in the Master Agreement. 1. Account Fees. .This Pricing Amendment establishes the Account Fees for the Services we provide you pursuant to the Master Agreement or otherwise. The Fee Schedule attached to this Amendment shall govern for the term commencing on the "Effective Date" specified below . and ending on the "Expiration Date" specified below. This Amendment is not valid unless the Fee Schedule is attached at the time of signing this Amendment. On the day following the Expiration Date, the Account Fees shall adjust to the then rates offered by us to customers with similar credit and relationship characteristics unless you and we have otherwise expressly agreed in writing. , 2. Effect This Amendment amends the Master Agreement solely for purposes of establishing the Account Fees for you during the Term. All provisions of the Master Agreement not inconsistent with this Amendment remain unchanged and in full force and effect, and are ratified and confirmed. In the case of any conflict between the provisions in the Master Agreement and this Amendment,the provisions of this Amendment shall prevail. 3. Miscellaneous. We represent and warrant to each other that this Amendment has been authorized by all necessary corporate or other entity action, and that the person signing this Amendment on our behalf is duly authorized to do so. This Amendment evidences the entire agreement and understanding between us with respect to the subject matter of this Amendment and supersedes all prior agreements and discussions between us with respect to that subject matter. EXECUTED THISC.44..�0 ��`(� • . Term of this Amendment: From Oc-rog6 16 1 Z.D( £ ("Effective Date")to SseRP 1 carat 3Zot.�'{` ("Expiration Date') t FIFTH THIRD BANK CUSTOMER C% UT v)SCM°Nt" By ,2. g.., By. .., e.21"f:2 / Print name: Ca-u,-7' #4\S; ii✓— Print name: Lial 1 L A•5I Print title: vY° Print title: Mat-30r 190315.1 Fifth Third and Fifth Third Bank are registered service marks of Fifth Third Bancorp. Member FDIC FEE SCHEDULE (Attached) This Amendment is NOT valid unless the Account Fee information is attached TM Legal 11 2014 751928.2 190315.1 SECTION — K FEE SCHEDULE Listed below is a summary of the average monthly volumes for the various types of services currently being utilized by the City. Volumes are estimates and not guaranteed as minimums or maximums. Based on the information contained in this proposal, provide unit charges for the new services. The respondent shall use this format, adding any other service fees that will be charged. In addition, respondents are requested to provide the information below electronically (Excel format is preferred) to the City. Fees not included on the following table should be included at the bottom of each section as applicable. OPTION: 45BPS AND .07 DAF WITH $5,000 RETENTION BONUS Description AFP Current Unit Price Monthly Cost Code Volume Standard Services DISB CHECKS PAID 15 01 00 269 .0550 $14.80 ELECTRONIC DEBITS 15 01 00 45 .0550 $2.48 TRANSACTIONS COMPOSITE GROUP 01 99 99 1 .0000 $0.00 CHK RETURNED ITEM OR 10 04 00 17 1.5000 $25.50 CHARGEBACK DISB CHECK PAID MICR 15 03 00 1 .3550 $0.36 REJECT & REPAID PAPER ANALYSIS 01 04 11 6 4.0000 $24.00 STATEMENT FEE MONTHLY MAINTENANCE 01 00 00 5 $5.0000 $25.00 PAPER ACCOUNT 01 03 10 5 $5.0000 $25.00 STATEMENT FEE CHK PAPER CHECK ADMIN 10 10 30 3,126 $0.0000 $0.00 FEE WIRE INCOMING 35 03 00 4 $6.3000 $25.20 STRUCTURED SECTION — K FEE SCHEDULE RFP No: 16-034 DEPOSIT ADMINISTRATION 00 02 30 43,657,000 .0700 FEE NEGATIVE COLLECTED FEE 00 02 30 0 .180000 $0.00 ZBA PARENT ACCOUNT 01 00 20 1 15.0000 $15.00 ZBA SUB-ACCOUNT 01 02 21 3 10.0000 $30.00 ZBA NOTIONAL BALANCE 01 99 99 2 .0000 $0.00 STATEMENT ZBA MULTI-TIER 01 00 21 1 40.0000 $40.00 ACH Processing ACH CREDIT RECEIVED 25 02 01 220 .0550 $12.10 ACH DEBIT RECEIVED 25 02 00 31 .1900 $5.89 ACH ADDENDA RECEIVED 25 02 02 174 .0850 $14.79 ACH POSITIVE PAY FILTER 25 10 50 3 .0500 $0.15 ACH POSITIVE PAY 25 10 50 4 .0000 $0.00 MO MAINT ACH POSITIVE PAY 25 99 99 17 .0500 $0.85 PAID ITEM ACH RETURNED 25 03 02 8 3.5000 $28.00 TRANSACTION ACH NOTIFICATION OF 25 03 02 6 3.5000 $21.00 CHANGE ACH DIRECT SEND 25 00 00 2 30.0000 $60.00 MONTHLY MAINT ACH DIRECT SEND 25 01 01 848 .1500 $127.20 ORIGINATED CR SECTION - K FEE SCHEDULE RFP No:16-034 ACH DIRECT SEND 25 01 01 3,474 .1500 $521.10 ORIGINATED DR ACH DIRECT SEND FILE 25 01 01 7 .3000 $2.10 PROCESS ACH ONLINE MONTHLY FEE 99 99 99 1 25.0000 $25.00 ACH RETURN/NOC RPT VIA 25 04 00 3 15.0000 $45.00 WEB Deposit Processing COMMERCIAL DEPOSITS 01 01 01 2 .2000 $0.40 CHK ENCODED ITEMS 10 02 1Z 3,126 .0505 $157.86 DEPOSITED CASH VLT NTWK MONTHLY 10 01 53 2 .0000 $0.00 BASE CHARGE CASH VLT NTWK DEPOSIT 10 01 02 2 3.0500 $6.10 CASH VLT NTWK DEPOSIT 10 01 01 2 .8450 $1.69 COIN LOOSE CASH VLT NTWK DEPOSIT 10 01 48 75 .0012 $0.09 CURRENCY Electronic Deposit— EDM Standard EDM MONTHLY 99 99 99 7 25.0000 $175.00 SERVICE FEE EDM DEPOSIT 99 99 99 137 .7000 $95.90 EDM BEFORE 4:00 PM EST 99 99 99 2,177 .0500 $108.85 EDM AFTER 4:00 PM EST 99 99 99 3,499 .0650 $227.44 EDM ON-US CLEARING 99 99 99 95 .0000 $0.00 SECTION — K FEE SCHEDULE RFP No: 16-034 EDM IMAGE EXCHANGE 99 99 99 5,494 .0000 $0.00 CLEARING Electronic Deposit—Scanner EDM MEDIUM VOLUME gg 99 99 1 .0000 $0.00 SCANNER MONTHLY Disbursements —ARP/ Positive Pay ARP MONTHLY BASE 20 01 10 2 .0000 $0.00 CHARGE ARP CHECKS PAID 20 01 00 269 .0600 $16.14 ARP CHECKS ISSUED 20 01 10 245 .0450 $11.03 ARP PAID ITEM 20 03 01 269 .0152 $4.09 TRANSMISSION POSITIVE PAY MONTHLY 15 00 30 2 25.0000 $50.00 BASE CHARGE BANK MAINTAIN POS PAY 15 07 24 1 .0384 $0.04 EXCPTN ARP RETURN ITEM 20 99 99 1 16.2500 $16.25 Disbursements—Check Block CHECK BLOCK MONTHLY 20 99 99 1 10.0000 $10.00 BASE FEE Disbursements—Check Clearing / Returns Standard PAPER REPRESENTMENT 10 04 02 9 .0000 $0.00 RETURNED ITEM SPECIAL 10 04 15 2 1.5000 $1.50 INSTRUCTIONS SECTION — K FEE SCHEDULE RFP No: 16-034 RETURNS MGMT MODULE 10 04 16 2 20.0000 $40.00 RETURNS ITEMS PER IMAGE 10 01 16 34 .0000 $0.00 Disbursements - Image Services / Paid Check Imaging CHECK IMAGING PER 15 13 53 3 .0000 $0.00 ACCOUNT CHECK IMAGING PER ITEM 1513 51 279 .0000 $0.00 ONLINE IMAGE RETRIEVAL 15 13 55 3 .0000 $0.00 BASE ONLINE RETRIEVAL PER 15 13 52 3 .0000 $0.00 IMAGE Information Reporting AMP - Prior Day Reporting ONLINE STOP PAYMENT PER 15 04 20 3 6.0000 $18.00 ITEM Information Reporting AMP - Portal /Standard ONLINE WIRE MODULE 35 06 10 1 8.0000 $8.00 ONLINE ACH MODULE 25 11 00 1 20.0000 $20.00 Information Reporting AMP - Portal / Prior Day ONLINE PRIOR DAY BASE 40 00 52 1 50.0000 $50.00 ONLINE PRIOR DAY ACCOUNT 40 02 72 5 .0000 $0.00 ONLINE PRIOR DAY DETAIL 40 02 72 806 .0900 $72.54 SECTION - K FEE SCHEDULE RFP No: 16-034 ONLINE STOP 15 04 20 1 .0000 $0.00 PAYMENT BASE FEE Information Reporting AMP — Portal / Intra Day ONLINE INTRADAY BASE 40 00 55 1 .0000 $0.00 ONLINE INTRADAY PER 40 00 55 4 .0000 $0.00 ACCOUNT ONLINE INTRA DAY DETAIL 40 02 74 329 .0900 $29.61 Remote Currency Manager— RCM 1000 CPS 1000 RENTAL 10 01 41 1 52.0000 $52.00 Remote Currency Manager— Recycler CPS 1000 EVERY OTHER 10 01 41 1 251.0000 $251.00 WEEK—T Remote Currency Manager—Standard RCM STD MON BASE FEE 10 01 41 1 201.0000 $201.00 1DAY Retail Lockbox — Standard RLBX MONTHLY 05 00 10 1 160.7500 $160.75 MAINTENANCE RBLX TRANSMISSION 05 04 01 7 8.5000 $59.50 Retail Lockbox — EDM RFP No: 16-034 SECTION - K FEE SCHEDULE RLBX EDM ITEMS PROCESSED • 05 02 00 3,243 .1500 $486.45 TOTAL MONTHLY TREASURY FEES $3,243.83 ADDITIONAL RECOMMENDATIONS ACH TRANS CONTROL MTHLY 99 99 99 15.0000 BASE TRANSACTION VIEW INQUIRY 99 99 99 1.0000 RETURN ITEM IMAGE 99 99 99 18.75000 TRANSMISSION RLBX LONG PER IMAGE 05 5015 .0157 RLBX LONG TERM STORAGE 99 99 99 .0157 10 YEAR ARCHIVE EARNINGS CREDIT 45BPS 45 BPS DEPOSIT ADMINISTRATION .0700 FEE PARTNERSHIP RETENTION $5,000 BONUS RFP No: 16-034 END OF SECTION K • • 1.4 User Guide. For some of our Services, NM we may provide in hand copy or make available online an operating manual or user guide("User Guide")to assist Customer in using that Service. FIFTH THIRD BANK 1.5 Accounts. Customer shall at all times MASTER TREASURY have and maintain with Fifth Third Bank one or MANAGEMENT AGREEMENT more accounts (individually an `Account" and collectively the "Accounts") for use in This Master Treasury Management Agreement connection with a Service and maintain-in such ("MTMA" or, in this document, this Account sufficient collected balance to cover "Agreement") is between - the undersigned Customer's use of, and transactions in, such "Customer"and Fifth Third Bank("we"or"us") Accounts including fees and expenses payable to and is effective when and as of the later date us. - executed by us as indicated on the Signature Page to this Agreement. 2. Online Channel Access Agreement 1. Bank Services 2.1 OCAA. This Agreement is one of the "Bank Agreements" referred to in the Online 1.1 Use. Customer desires to obtain, and Channel Access Agreement in effect between . we agree to provide the Treasury Management Customer and us (as it may be amended from services ("TM Services" or "Services") as . time to time, the "OCAA"). The TM M Services provided in this Agreement and the applicable provided under this Agreement are "Bank Terms and Conditions (found in our Terms and Services" for purposes of the OCAA. The Conditions Book or separate addendum to this OCAA governs the Access Channels and Agreement, collectively the "Terms and Channel Services(each as defined in the OCAA) Conditions"or"Service Terms"). Customer may used . to - access the Bank Services where request a Service by any means we approve applicable and together with this Agreement ("Service Request"). If we accept and approve a . - govern the TM Services provided to Customer Service Request,we and Customer are subject to contemplated by this Agreement. If Customer the Terms and Conditions for that Service. If • uses the Channel Services without having Customer uses a Service before the Service executed an OCAA, Customer will be Request is approved by us, Customer's first use nevertheless be bound by the OCAA in the form ( ;of the Service shall be deemed to be Customer's - provided or made available to Customer. agreement to the Terms and Conditions for that Service. 2.2 Channel Services. The . Channel Services available in connection with these 1.2 Service Terms.Customer acknowledges Services include the ability to view and manage receiving a copy of the Terms and Conditions for Account information, transmit Instructions".(as the Services it desires. Once a Service Request defined below) and other directions and is approved by us or Customer is deemed to have - decisions to us and other online features is accepted the Terms and Conditions for a described in this Agreement, the.Service Terms particular Service, the applicable Terms and or the User Guide. Conditions are incorporated into, and made a part of, this Agreement. Neither party is bound 3. Customer Information by or subject to the Terms and Conditions for any Service Customer does not use. 3.1. Service Information. Customer agrees to provide all information we reasonably require 1.3 Customer Use.We provide the Services in order to set up and provide the Services to for'the sole and exclusive benefit of Customer, Customer. Customer(a)represents and warrants and if we approve in writing, Customer's that all information provided or to be provided to Affiliates(as defined below). The Services may us by Customer's representatives is true and only be used for business,purposes and not for correct,and(b)agrees to provide any additional personal,household or consumer purposes. information that we reasonably require to enable us to provide the requested Services to September 2016 - Customer. Any changes by Customer to the for the accuracy and completeness of each information provided to us must be made in Instruction or communication sent to us. writing and will be effective after we have had a reasonable opportunity to act on the changed 6. Our Representations and Warranties -information. 6.1 General. We represent and warrant to 3.2 Personnel. We are entitled to rely upon Customer that: (a)we are duly organized,validly the accuracy of all information and existing,and in good standing in the jurisdiction authorizations received from an officer or in which we are organized; (b) the execution, authorized employee or representative of delivery and performance by us of this Customer (an "Authorized Agent"), and on the Agreement has been authorized by all necessary authenticity of any signatures purporting to be of corporate and governmental action; (c) the an Authorized Agent. Customer agrees to notify persons signing this Agreement on our behalf are us immediately of any change in the status of an duly authorized to do so; (d) this Agreement Authorized Agent. Customer acknowledges that represents our "legal; valid and 'binding we may require a reasonable time period before obligation; and (e) our execution and we act upon any such change. Customer agrees performance of this Agreement and our that we may refuse to comply with requests from provision of the Services do not and will not any individual until we receive documentation violate any Applicable Law,(as defined below), reasonably satisfactory to us confirming the our articles of association or bylaws'or any individual's authority. material agreement by which we are bound. 4. Fees and Taxes 6.2 Service. We agree to provide the Services in accordance- with reasonable Except as expressly provided in a written commercial banking standards prevailing for the pricing agreement or amendment referring to this applicable Service for similarly situated financial Agreement and executed by us ("Pricing institutions. Amendment"), Customer agrees to pay our standard Account and Service fees and charges 6.3 Limitations. Except as expressed in effect from time to time as billed by us. In :.. elsewhere in this Agreement or in the applicable addition, Customer agrees to pay our standard Terms and Conditions, we make no other fees and charges for any requested or required representations or warranties, either express or special service or handling. Customer is , implied, of any kind with respect to any Service responsible for all taxes attributable to its use of or our performance of the Services,"including, the Services or this Agreement (excluding taxes without limitation, those of merchantability and based on our employees, property or net fitness for a particular purpose. No descriptions income). or specifications constitute representations or warranties of any kind. 5. Instructions 7. Customer Representations and Each payment order, wire transfer instruction, Warranties ACH entry, file,batch release and other message or instruction to us(an"Instruction")that is sent Customer represents and warrants to us that: (a) to us electronically in accordance with this .Customer is duly organized,validly existing,and Agreement or the applicable Terms and in good standing in the jurisdiction in which Conditions shall be considered to be an original • Customer is organized,and is validly qualified in writing and to have been signed by an any other jurisdiction where Customer does Authorized Agent. Neither party will contest the business and is required to be qualified except validity or enforceability of such an Instruction ' where the failure to be so qualified would not on the ground that it was not in writing, not have a material adverse effect on Customer; (b) signed by an Authorized Agentent or not an the execution delivery and performance by original. A valid digital signature shall,:at all Customerof this Agreement and the Related times, be deemed to be conclusive proof of due Agreements (as defined below) and the use of authorization by Customer of the the Services have been authorized by all communication, Instruction or document to necessary entity and governmental action;(c)the which it relates. Customer is solely responsible personssigning this Agreement and the Related 2 • Agreements on Customer's behalf are duly 8.3 Funds Transfers. In connection with the authorized to do so; .(d) this Agreement . use of our wire transfer, ACH and otherfunds represents Customer's legal, valid and binding transfer Services,we recommend that Customer • obligation; (e) the execution and performance of establish an approval protocol appropriate'for this Agreement and the use of the Services do Customer's particular circumstances to prevent not and will not violate in any material respect unauthorized transactions. If Customer does not any Applicable Law, Customer's entity • establish and require adherence to an approval governing documents,or any material agreement protocol for such funds transfers or if Customer by which Customer is bound; and (1) each selects a "no approval" option, Customer Account Customer maintains with us,and all use assumes the risks of all transactions that could of the Services,is maintained or used solely for a have been prevented by requiring such protocol legitimate business or commercial purpose and or :approval. . Funds transfers involving only not a personal, family or household purpose. -internal Account transfers may not be subject to Customer reaffirms these representations and all of the Security Procedures for external funds warranties each time it uses a Service and agrees . - transfers. to promptly notifyus if any representation or warranty made by Customer is no longer true. 8.4 Access Devices. Access to some Services may require the use of a security token 8. Security Procedures;Operating in physical, software or virtual form or other Procedures authentication device or process'and related • software(an"Access Device").Proper use of the " 8.1 Establishment. Access to some of our ' Access Device is part of the Security Procedure Services is. subject to Security Procedures for these Services. The use of the Access Device ("Security Procedures"). Our Security is subject to any terms of use or license Procedures include the Security Procedures for ' accompanying the Access Device,and may only the Access Channel and other use of be used as and where delivered to Customer and identification codes, personal identification -only for the purpose of accessing our Services. numbers and passwords("Identification Codes"), Each Access Device and the related technology, call back protocols, tokens and other systems or . documentation and materials at all times remain procedures. The Security Procedures verify the our or the provider's property. origin of Instructions and communications sent _ to us. We and Customer will agree on the 8.5 Authority. The Security Procedures are Security Procedures for a particular Service in _ in addition to and do not limit,revoke or affect the set up process for that Service and to changes the authority of any person(whether by course of as needed.Customer agrees to select the Security dealing or otherwise) to transmit Instructions in Procedure that is suitable for Customer in light Customer's name. We may continue,to rely • of its intended use of the applicable Service or upon such authority and we are authorized to act Services. The Security Procedures are not - upon Instructions received from persons acting designed to detect errors in any Instruction to us. pursuant to such authority.Customer is bound by any authorized payment order:. or other 8.2 Verification. If we accept and act in' . Instruction, and by use of the a Channel Services good faith on a payment order issued to us in by authorized personnel. . Customer's name and in accordance with the Security Procedures and any written agreement . 8.6 Other Applications. As part of to the - between Customer and us, the payment order is -. " Security Procedures, we apply_' software'and effective as Customer's payment order whether other programs and processes' ,("Additional or not it is authorized,and Customer is bound by Programs") to select certain Instructions for it in accordance with Applicable Law Any other further review and verification by Customer.The Instruction communicated to us in Customer's application of these Additional Programs may name in compliance with the Security delay the processing of your Instructions or other Procedures and all access to and use of Services transaction until we obtain such verification. We and Channel Services ' using the Security will ,use reasonable efforts to 'obtain such Procedures are considered authorized by verification. Customer agrees that these Customer. additional procedures are NOT a substitute for proper Account controls and management on its part. I 3 • 8.7 Certain Potential Effects. We are not address standards for security, confidentiality, responsible for our refusal to act upon or delay in and integrity' of customer information. We are processing any Instruction that does not comply subject to periodic reviews by our federal with this Agreement or the applicable Terms and banking regulators. Conditions, or as a result of our properly following the Security Procedures or applying 10.2 Breach Incidents. We will notify Additional Programs. Customer of security breach incidents involving Customer's information as required by and in 8.8 Safeguarding the Security Procedures: accordance with Applicable Law. Customer agrees to (a) maintain the complete security and confidentiality of the Security 1L Limitation of Liability Procedures, and (b) institute and use prudent - procedures and practices to control access to the CUSTOMER AGREES. TO THE MAXIMUM Services and use of the Security Procedures. - EXTENT PERMITTED BY LAW THAT IN Customer's failure to protect the confidentiality ADDTION TO ANY OTHER LIMITATION of the Security Procedures may enable an ON OUR LIABILITY IN THIS AGREEMENT unauthorized person to use the Services and OR THE OCAA, IN NO, EVENT WILL WE access Customer's Accounts and data. Customer - (OR OUR OFFICERS, . DIRECTORS, must notify us immediately if there has been a SHAREHOLDERS, . AFFILIATES, breach of its security, or any Security Procedure.: EMPLOYEES OR AGENTS) BE LIABLE OR has been lost,stolen,misused or compromised. -' RESPONSIBLE. FOR ANY CONSEQUENTIAL, INCIDENTAL, 9: Compliance. INDIRECT, PUNITIVE, SPECIAL ,OR SPECULATIVE LOSSES, EXPENSES, This Agreement, the Terms and Conditions and INJURY, COSTS ' OR DAMAGES the use and provision of our Services are subject (INCLUDING,BUT NOT LIMITED TO,LOST to all applicable state, federal, local and foreign - PROFITS, REVENUE, SAVINGS, -TIME, laws,rules,regulations and other laws,including - DATA, GOODWILL AND OPPORTUNITIES, without limitation, the Uniform Commercial =: ATTORNEYS' FEES, AND COURT AND Code in effect in the State of Ohio, the NACHA OTHER DISPUTE RESOLUTION COSTS) Operating Rules & Guidelines ("Operating THAT CUSTOMER OR ANY OTHER Rules"), rules and regulations of any money - PERSON MAY INCUR OR SUFFER IN transfer system, check clearing or payment CONNECTION WITH THIS AGREEMENT, clearing house, association or network used by EVEN IF WE HAVE BEEN ADVISED OF us in providing the Services to Customer, the - THE POSSIBILITY OF SUCH LOSS, COST regulations and operating circulars of the Federal OR DAMAGE AND REGARDLESS OF THE Reserve Board and all applicable privacy and TYPE OF CLAIM. data security laws (collectively. "Applicable. Law"). Both parties agree to be bound by the Ourliability to Customer arising from any Operating Rules where applicable and to comply . Service or this Agreement will be limited to with Applicable Law in using or providing the actual monetary damages that are the direct Services, as the case may be, including any result of our failure to exercise reasonable care in control or sanction administered by the Office of providing the Service. Notwithstanding the Foreign Asset Control. Customer will not make foregoing, for Instructions which are subject to or accept any payments through or in any UCC Article 4A,we are liable only for damages Accounts with us in connection with unlawful required to be paid under UCC Article 4A. intemet gambling. We shall not be responsible or liable for any act 10. Security or omission of Customer's officers, employees or agents, or of any third party (other than our 10.1 System Security:We have implemented Processors and subcontractors),or for any failure policies,-procedures, andcontrols to safeguard to act by us if we reasonably believed taking the LI Customer information in accordance with omitted action would have violated Applicable Applicable Law including the Interagency Law. Guidelines Establishing -Standards for Safeguarding Customer, Information which 12. Indemnification Obligations 4 12.1 Customer. _ To the fullest extentnot terms of Service, User Guides, software, non- prohibited by Applicable Law, Customer agrees public Service features and other proprietary to indemnify and hold us and our officers, information and systems we or our Processors directors, employees, affiliates,shareholders and provide and disclose in connection with the agents harmless from and against any and all Services: Customer acknowledges the exclusive losses, liabilities, damages, actions, claims and ownership by us or our Processors of such expenses including court costs and reasonable information, and agrees to use such information attorneys' fees and expenses("Losses")resulting solely for purposes of using the Services. directly or indirectly from, or arising , in connection with:(a)Customer's breach of any of 14.2, )3ank. We acknowledge that non-public Customer's agreements, representations, information we obtain from Customer in warranties or covenants in this Agreement, the connection with providing a Service to Customer Terms and Conditions or any other agreement may be confidential. We will maintain the with us relating to the Services; (b) Customer's confidentiality of such information in accordance violation of Applicable Law; or, (c) Customer's with our,normal procedures for safeguarding use of the Services and our complying with or- customer information and Applicable Law carrying out any Instruction or other direction subject to our right to,disclose information as given to us in accordance with this Agreement. required in connection with providing the Customer is not, however, obligated to Services or as required by government indemnify us for any Loss directly resulting from. authorities. our gross negligence or bad faith. 14.3 Privacy. We agree to comply with 12.2 Bank. To the fullest extent not Applicable Law relating ;to, privacy. prohibited by Applicable Law, we agree to Notwithstanding the foregoing in this Section 14, indemnify and defend at our own expense or we may disclose Customer's information as settle any action brought against Customer to the provided in the Fifth Third Bank Privacy Notice extent that it is based on a claim that Customer's for Commercial Customers available on our use of a Service directly infringes a copyright, website. trademark or patent or ' constitutes misappropriation of a third-party trade secret, 15. Account Management provided, however, that Customer: (a)promptly notifies us in writing of such claim; (b) has not 15.1 Information Review. Information made any admission of liability or agreed to any regarding transactions with the . Services is settlement or other material issue relating to such reported on Customer's periodic Account claim; (c) reasonably cooperates with us at our ,statement and is also available with one or more expense in the defense or settlement; and (d) of our reporting Services. Customer is gives us sole control and authority over all responsible for monitoring its use of our Services aspects of the defense or settlement of such and all activity in its Accounts with us including claim. individual transactions. Customer agrees to: (a) regularly review the Account information we 13. Recordings;Imaging Records make available to Customer;(b)promptly review the'Account statements we send to Customer; Customer authorizes us (but we are not and (c)notify us as soon as reasonably possible • obligated) -to record electronically and retain of any error, unauthorized transaction or other telephone conversations between Customer and similar matter but, in any case, not more than us. Imaging and electronic records will be thirty(30)calendar days after the information is retained by us in accordance with our policies so made available or sent to Customer(90 days and procedures and copies of such records will in the case of information relating to our fees). be available at Customer's request and expense. 15.2 Prevention. Customer agrees to 14. Confidentiality and Privacy institute,- maintain and enforce commercially reasonable procedures to prevent fraud, and 14.1 Customer. Subject to Customer's duties misuse and unauthorized use of the -Services under Applicable Law, Customer agrees to keep ("Customer Measures"). In addition to the confidential and not disclose to any third party Customer Measures, we offer a variety of (other than its agents) our fees and charges, Services and 'other tools designed to assist 5 i i - Customer in reducing or stopping the incidence Overdraft, or any fees, charges or interest of fraud and unauthorized activity in Customer's relating to it. Accounts including positive pay, ACH transaction control, disbursement control, 17. Transaction Limits information reporting and Account management Services. To the extent Customer chooses not to If we in good faith determine that: (a)providing use one of these Services or features. or any Service to Customer could reasonably be implement Customer Measures, and the proper expected to result in a violation of any use of that Service or Customer Measure could Applicable Law or a material loss to us; (b) we reasonably have prevented the incidence of would be entitled to-terminate the applicable fraud, unauthorized activity or loss suffered by Service under the second paragraph of the Customer, Customer will be deemed to have "Termination" section of this Agreement (with assumed the risk of such fraud, unauthorized or without the lapse of time or notice); or (c) activity or loss so suffered and will be precluded Customer is in default under this Agreement or from asserting that we are responsible for such any Related Agreement, we may limit • : fraud,unauthorized activity or loss. .. Customer's transaction volume or dollar - amounts, refuse to execute transactions, or 15.3 -Account Information. Depending upon terminate that Service to Customer. In addition, the Service features Customer selects, Customer we may restrict or limit the types of Instructions will have access to Account and transaction Customer may send to us for processing or information on a prior day or intraday basis, or execution. We will, to the extent not restricted both. Account information changes frequently by law, promptly communicate -our decisions and is-subject to updating, verification and regarding such restrictions to Customer. We correction. We assume no responsibility for reserve the right to limit transaction volume or Customer's reliance on any Account or Service dollar amounts in circumstances not described in information subsequently updated, verified or the first sentence of this section, provided we corrected. - give Customer prior notice of any material limitation or - decrease in previously 16. Overdrafts communicated limitations. Customer agrees to • provide us, upon our request from time to time, We may delay or refuse to process any item, . with such financial information and statements transaction_ or Instruction that exceeds the and other documentation as we reasonably 1 • amount of available funds in the Account on determine to be necessary or appropriate to • which it is drawn or presented or would reduce . enable us to evaluate our exposure or risk. the balance in such Account below any required minimum balance (i.e., the item, transaction or 18. Processors Instruction would create an "Overdraft"). We - process Items and other debits to Customer's - Customer acknowledges and agrees that we may Account in the order described in the arrange for certain or all of the aspects of the Commercial Account Rules(or,for our Business Services including software and processing to be 1 Banking Customers, the Rules and Regulations performed or provided by third-party processors Applicable to all Fifth Third Accounts) or expressly engaged by us("Processors"). To the similarly named agreement provided to extent we have engaged a Processor, we are Customer governing Customer's Accounts with responsible for the aspects of the Service us ("Account Rules"). If we decide in our provided by them. , discretion to process an item, transaction or Instruction despite the Overdraft, Customer _ 19. Vendors agrees to reimburse us upon demand for: (a)the full amount of any Overdraft or shortfall created Any third party servicer or vendor used by by that item, transaction or Instruction; (b) all Customer in connection with the Services or to - Overdraft fees and charges; (c) interest on the whom Customer gives access to any Service, amount of the Overdraft or shortfall for the day through the Channel Services or otherwise the Overdraft or shortfall was created and for ("Vendor") is Customer's agent and not ours, each following day until the Overdraft or and Customer will be liable and solely shortfall has been paid or restored; and (d) all responsible for: (a) any Vendor's failure to Losses we incur in collecting from Customer the comply with this Agreement, the Terms and 6 Conditions or any Security Procedures or Customer becomes subject to any voluntary or operating requirements relating to the Services; involuntary bankruptcy proceeding or any and(b)all fees,costs and expenses owed to each assignment for the benefit of its creditors; (c) Vendor for its services. ' Customer's financial condition has become materially impaired in our good faith opinion 20. Bank Right based on reasonable evidence such that we believe Customer is likely to be unable to We have the right to obtain payment of any perform its material obligations to us; (d) any unpaid amount owed to us under this Agreement person or group acting in concert that is not a or any Related Agreement by debiting any of controlling stockholder of Customer on the date • Customer's Accounts or accounts with any of of this Agreement acquires,directly or indirectly our affiliates at any time(excluding any Account .(whether by merger, stock purchase or issuance, expressly titled to clearly demonstrate that the recapitalization, reorganization or otherwise), a Account is held by Customer in a fiduciary or majority of Customer's outstanding equity representative capacity for a third party such as, interests; or (e) the continued provision of for example,a custodial Account)for the amount- Services in accordance with the terms of this owed. Our rights are limited to the extent of Agreement would, in our good.faith opinion, ' limitations and restrictions imposed by violate Applicable Law or any requirement of • Applicable Law. any regulatory authority or subject us to an unacceptable risk of loss. 21. Force Majeure 22.3 Effect. Upon any termination of this Neither party shall be responsible, and neither Agreement, Customer shall: (a) promptly pay to shall incur any liability to the other, for any us all sums due or to become due under this failure, error, malfunction or any delay in Agreement; (b) return immediately to us at carrying out any of its obligations under this Customer's expense,the System (if applicable), Agreement directly resulting from causes beyond and all related materials, and all copies and, such party's reasonable control, including reproductions thereof, whether written or in without limitation, fire,casualty, lockout,strike, magnetic media and whether received from us or unavoidable accident, failure of networks, the ` otherwise and shall pay us for any damages to Internet or telecommunications systems, act of any such materials (ordinary `wear and tear God,act of terrorism,riot, war or the enactment, excepted);and(c)have no further right to make issuance or operation of any adverse use of the System or the Services. governmental law, ruling, regulation, order or - decree,or an emergency that prevents such party 22.4 Survival. Termination of a Service or from operating normally; provided, however, this Agreement does not relieve or excuse that Customer shall not be relieved of its Customer's payment obligations for any Services responsibility for timely performance of any of that we provide to Customer before or after the • its payment obligations to us. Service or this Agreement is terminated, nor does it release Customer or us from any of our 22. Termination respective obligations that arose or became effective prior to such termination. In addition, 22.1 Mutual. Either party may terminate this all provisions of this Agreement relating to the Agreement or any Service at any time by giving parties' warranties, representations, 30 days' prior written notice of termination to confidentiality or non-disclosure obligations, the other party. proprietary rights, limitation of, liability and indemnification shall survive the termination of a 22.2 Bank. We may terminate this Service or this Agreement. Agreement or terminate or suspend any Service • immediately upon notice to Customer if: (a) 23. Entire Agreement Customer breaches a material obligation under this Agreement or Related Agreement, any This Agreement, together with the OCAA, Applicable Law in connection with the Services Terms and Conditions, any applicable User or any other material agreement with us; (b) Guide,the Service Requests,Account Rules, the Customer becomes insolvent, is placed in signature card, Pricing Amendment, Account receivership or is adjudicated bankrupt or fees, terms of use and any resolution or other 7 document establishing Customer's authority to our parent company,or the sale or transfer of all engage in the Services and open Accounts with or substantially all of our assets or stock, or (b) us (collectively, the "Related Agreements") in connection with the sale or other disposition I constitutes the complete and exclusive statement involving a line of our business to which this of the agreement between the parties with respect Agreement relates. We will use reasonable to the Services and supersedes any prior or efforts to notify Customer of any such contemporaneous agreements between the assignment. Customer expressly reserves its - parties with respect to such Services. If there is a right to terminate any or all Services in the event conflict between this Agreement and the Terms of any such transaction. and Conditions, the Terms and Conditions shall control to the extent necessary to resolve the 26. Governing Law;Venue conflict. If there is a conflict between this Agreement and the Account Rules, the This Agreement and any claims or disputes provisions of this Agreement prevail to the relating to or arising out of this Agreement or the extent necessary to resolve the conflict. Nothing Service shall exclusively be governed by, and in this Agreement confers a right or benefit on construed in accordance with, the laws of the any person or entity other than us and Customer, State of Ohio, without regard to Ohio's conflict except for our Processors. of law principles, and with applicable federal laws and regulations. Customer irrevocably 24. - Amendment submits to the nonexclusive jurisdiction of the courts of the state and federal courts in Ohio and 24.1 Generally. This Agreement and the agrees that any legal action or proceeding with Terms and Conditions may be modified by a respect to this Agreement may be commenced in written agreement executed and signed by the such courts. parties. We may, however, modify this 1 Agreement or the Terms and Conditions by 27. Mutual Waiver of Jury Trial giving Customer thirty(30) calendar days'prior written notice. If Customer continues to use any Each party .agrees that any suit, action or Service or the affected Service, as the case may proceeding, whether as part of a claim or be,after the expiration of the thirty-day period or counterclaim, brought or instituted by either a later effective date specified in such notice, party on or with respect to this Agreement or any . Customer is bound by the Agreement or Terms event, transaction or occurrence arising out-of or and Conditions, as the case may be, as so - in any way connected with this Agreement shall modified. be tried only by a court and not by a jury.EACH PARTY EXPRESSLY, KNOWINGLY AND 24.2 Regulatory. Notwithstanding the VOLUNTARILY WAIVES ANY RIGHT TO A foregoing, if a modification to this Agreement or TRIAL BY JURY IN ANY SUCH SUIT, the Terms and Conditions is required by or under - ACTION OR PROCEEDING. Applicable Law or by a regulatory authority with jurisdiction over us, we may modify this 28. Miscellaneous Agreement or the Terms and Conditions by giving Customer notice of the modification by 28.1 No Extension of Credit. Except as any means permitted by Applicable Law,and the expressly provided in the applicable Terms and modification will be effective.immediately upon Conditions, nothing in this Agreement or any us giving such notice. Related Agreement requires us to extend any °- credit of any type,even if we have done so in the - 25. - Assignment past. Customer may not sell, assign or transfer, or 28.2 Notices. Except as otherwise grant a security interest in any of its rights or specifically provided in the Terms and obligations under this Agreement without our Conditions or User Guide with respect to a prior written consent. We may assign our rights particular Service, all notices and other and obligations under this Agreement in whole communications by either party relating to this or in part without Customer's consent (a) Agreement or the Services shall be given pursuant to, or in connection with any merger, promptly in writing or electronic medium and consolidation or amalgamation involving us or shall be effective either on the date it actually 8 received or five (5) days after it is mailed, sent Agreement and Related Agreements shall be by courier, transmitted or posted, whichever is controlling. We. may, however, require that earlier. The address to which all notices (other Customer deliver an original of this Agreement than notices given electronically as permitted in and any Related Agreement with a manual this Agreement)concerning this Agreement or a original signature. Service shall be sent to Customer is that address we have in our records with respect to this 29. Affiliates Agreement or that Service, respectively. The address for notice to us will be as we specify to 29.1 Joinder. By executing this Agreement, Customer in writing. Customer, each "Affiliate" of Customer listed • below (if any), and we agree that each such 28.3 Counterparts. The Agreement may be Affiliate shall have all of the rights and executed in counterparts, each of which shall be : obligations of, and shall for all purposes be a deemed an original and all of which shall party under this Agreement as "Customer." constitute a single instrument. Additional Affiliates can be added through an addendum to this Agreement in the form 28.4 , Severability. . If performance of required by us and executed by Customer and us. Services in accordance with the terms of this Agreement would result in a violation of any 29.2 Representation. An "Affiliate" of Applicable Law or governmental policy or Customer is any entity that is directly or directive to which we are subject, then this indirectly controlled by the Customer indicated Agreement and any Related Agreement shall be on the Signature Page ("Initial Customer") deemed amended to the degree necessary to through ownership of at least a majority of the comply with such Applicable Law policy or equity interests of, or holding voting control directive, and we shall incur no liability to over, such entity. Initial Customer represents Customer as a result of such violation or and warrants to us that each entity signing this amendment. If any provision of this Agreement Agreement as an Affiliate meets the defmition of is held to be invalid, illegal or unenforceable, Affiliate and is duly authorized to execute this such provision shall be valid, legal and Agreement. enforceable to the maximum extent permitted by such holding and the validity, legality, or 29.3 Responsibility. Each Affiliate agrees enforceability of the other provisions of this . that it is responsible for the payment of fees or Agreement will not be affected or impaired by maintenance of required balances for the such holding. Services that it receives from us, and for all obligations and liabilities it incurs. 28.5 Headings. Headings are for reference purposes only .and are not part of this 29.4 Guarantee. Initial Customer Agreement. unconditionally guarantees to us the full and prompt payment and performance by each 28.6 Waiver. No party's failure or delay in Affiliate of all obligations they or any of them • exercising any right or remedy under this may incur under this Agreement, includingin 8r Agreement will operate as a waiver of such right any case that any payment to us by an Affiliate is or remedy, nor shall any waiver by either party set aside, rescinded or otherwise required to be of any breach of the other party's obligations returned in any bankruptcy or similar under this Agreement operate as a waiver of any proceeding. prior, current or subsequent breach. No waiver will be effective unless made in writing. 28.7 Electronic Copies. The parties agree [Signature Page Immediately Follows] )that this Agreement and the Related Agreements may be executed and delivered by facsimile or electronic mail in PDF or similar format and that the copies or counterpart signature pages so sent shall be treated and have the same force and effect as delivery of an original with a manual signature. Our records as to the executed 9 Signature Page to Master Treasury Management Agreement WITNESS, the parties have caused this Agreement to be executed by their respective duly authorized representatives. CUSTOMER NAME: FIFTH THIRD BANK C 1T'/ OF C I.7SKMD N T By: gAi-MA Tax ID: S4- 60002 ' O '1Qj,�• \54 By: - / Print name: O �� � ,/ I. �.v�� ✓� 4r.),:t ' . nskPrint title: Print name: l�•1'1 � ^ �r DATE: /Z) /( Print title: 1 ' NOTE: If required by resolution,second officer of [Seton n i Customer must sign below By: By: ` Print name: �1T� ye, C•J ox Print name: ,p Print title: l�i c e _j/tee J Print title: DATE: /0 'o-r /{o Signing as a duly authorized officer or agent of each of the Affiliates listed below: By: Print name: Print title: This Agreement includes the following Affiliates: Affiliate Name: Tax ID No.: TM Legal 09.2016 3726150.6 10