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FY2019-19 Banking Services Agreement With Wells Fargo Including ExtensionAMENDMENT TWO BANKING SERVICE AGREEMENT (Contract 9-i9B) This Second Amendment to Contract No. 2019-19 (Amendment) is made and entered into effective as of the 1st day of July, 2023, by and between the Kodiak Island Borough, Alaska, a municipal corporation organized under the laws of the State of Alaska, (Borough), 710 Mill Bay Road, Kodiak, Alaska 99616, and Wells Fargo Bank, N.A., (Financial Institution), 202 Marine Way, Kodiak, Alaska 99615. RECITALS A. WHEREAS, the Borough and Financial Institution entered into an agreement dated April 10, 2019, (Agreement) for terms and conditions under which Financial Institution would provide banking services to the Borough; and B. WHEREAS, the Agreement had an initial contract period which ended June 30, 2022, but also provides that the Borough may exercise an option to renew the Agreement for two (2) one (1) year periods; and C. WHEREAS, in 2022 the Borough exercised its first option to extend the contract for a one (1) year term which is set to expire on .lune 30, 2023, D. WHEREAS, the Borough desires to exercise its option to extend the contract for the second of the two one-year extension periods, and has notified Financial Institution in writing of its exercise of the option to extend the Agreement for this final additional year until June 30, 2024. NOW, THEREFORE, in consideration of the premises and obligations as set forth in this Amendment, the receipt and adequacy of which is hereby agreed to and acknowledged, the Borough and Financial Institution agree as follows -- 1 . ollows:1. Amendment to Section 6 Contract Period of the Agreement. Section 6 of the Agreement is amended to read as follows: This Agreement shall become effective from the date of execution and shall continue through June 30, 2024, unless terminated by either party. At the end of this period, the Borough may choose to negotiate a renewal option or to request additional proposals. 2. Amendment to Attachment B. Total Compensation. Attachment B, which sets forth the rates and compensation in the contract, and which appears in the Wells Fargo Response to the Request for Proposals (RFP) remain unchanged. All other terms and conditions of the Agreement remain the same. Signatures on next page. Banking Service Agreement — Amendment Two IN WITNESS HEREOF, the parties have executed this Arpendment Two to the Agreement effective on the date first written above. Wells Fargo Sank, N.A. Jeneffer 8EU, Relationship Manager Date: Banking Service Agreement -- Amendment Two Ai --.'k lsla�d aug 7ia1 hh ❑a i Conrad, In Brim Boro h Manager Date: 4 2R- A TA2Z--Z Approved As to Form: -2 wd4�%2�-- Scott A. Br ndt-Erichsen Borough Attorney Date: V 27/203 AMENDMENT ONE TO BANKING SERVICE AGREEMENT (Contract 2019-19A) This First Amendment to Contract No. 2019-19 (Amendment) is made and entered into effective as of the 1st day of July, 2022, by and between the Kodiak Island Borough, Alaska, a municipal corporation organized under the laws of the State of Alaska, (Borough), 710 Mill Bay Road, Kodiak, Alaska 99615, and Wells Fargo Bank, N.A., (Financial Institution), 202 Marine Way, Kodiak, Alaska 99615. RECITALS A. WHEREAS, the Borough and Financial Institution entered into an agreement dated April 10, 2019, (Agreement) for terms and conditions under which Financial Institution would provide banking services to the Borough; and B. WHEREAS, the Agreement has an initial contract period which ends June 30, 2022, but also provides that the Borough may exercise an option to renew the Agreement for two (2) one (1) year periods; and C. WHEREAS, the Borough desires to exercise its option to extend the contract for the first of the two one-year extension periods, and has notified Financial Institution in writing of its exercise of the option to extend the Agreement for one additional year. NOW, THEREFORE, in consideration of the premises and obligations as set forth in this Amendment, the receipt and adequacy of which is hereby agreed to and acknowledged, the Borough and Financial Institution agree as follows: 1. Amendment to Section 6, Contract Period, of the Agreement. Section 6 of the Agreement is amended to read as follows: This Agreement shall become effective from the date of execution and shall continue through June 30, 2023, unless terminated by either party. The Borough shall not be responsible for any work performed by Financial Institution, even work done in good faith, if it occurs prior to the effective date of this Agreement. The Borough may exercise an option to renew this Agreement for one (1) additional one (1) year period by written notice to Financial Institution. At the end of this period, the Borough may choose to negotiate a renewal option or to request additional proposals. 2. Amendment to Attachment B, Total Compensation. Attachment B, which sets forth the rates and compensation in the contract, and which appears in the Wells Fargo Response to the Request for Proposals (RFP), is amended to modify the Earnings Allowance rate in the RFP Response to be 0.60%. The remainder of the rates in Attachment B remain unchanged. All other terms and conditions of the Agreement remain the same. IN WITNESS HEREOF, the parties have executed this Amendment One to the Agreement effective on the date first written above. Attachment B Bid Sheet Item Unit Price Estimated Monthly Volume Monthly Cost Explanation Ongoing Current Services: Account Maintenance $10 3 $30 Electronic Credits $0.08 109 $8.72 Electronic Debits $0.08 104 $8.32 Deposited Item – On-US $0.12 262 $31.44 Gen Disb Checks Deposited Item – Local $0.12 123 $14.76 Deposited Items Returned $12 2 $24 FDIC Quarterly Charge Checks Returned with Statement Check/Deposit Ticket Order EDI Payment Detail Subscription Monthly Base $20 2 $40 Account Reconciliation Services Positive Pay Maintenance Positive Pay per item ARP Positive Pay Input File 430 ARP Trans Output File ARP Partial Per Item Positive Pay Monthly Base $10 2 $20 Positive Pay Exception $1.50 2 $7.50 Image View < 90 Days – Item $1 10 $10 Image View > 90 Days – Item $1 3 $30 Positive Pay Checks with No Issue Record 0.50 1 $0.50 DDA Checks Paid $0.08 151 $12.08 IFI Paid Checks – Image $0.05 95 $4.75 IFI Maintenance Per Product $200 1 $200 Payee Validation Standard – Item $0.035 93 $3.26 ARP Monthly Base – Full $30 1 $30 ARP Monthly Base – Partial $30 1 $30 ARP Full Recon – Item $0.0125 94 $1.18 ARP Part Positive Pay Issue – Item $0.03 286 $8.58 ARP Aged Issue Records On File – Item $0.0040 1,331 $5.32 ARP Statements & Reports Monthly Base $3.50 2 $7 ARP Partial Reconciliation – Item $0.0125 58 $0.73 On Line Banking Image Retrieval – Paid Item Item Unit Price Estimated Monthly Volume Monthly Cost Explanation Image Retrieval – Deposit Item On Line Banking Prior Day Module Direct Prior Day Max Item On Line Banking Online DDA Statement On Line Banking token Customer Initiated Stops Wires Monthly Client Maint. Check Services Monthly Client Maint. - First Check Services Monthly Client Maint. - Next Wire Transfers Wire Monthly Maintenance Incoming Domestic Wire Domestic Repetitive Image Services CD Rom Maintenance CD Rom Per Image CD Rom Disk ACH Service ACH Monthly Maintenance $50 1 $50 ACH Fax $5 7 $35 ACH One Day Item $0.015 1050 $15.75 ACH Two Day Item $0.05 63 $3.15 ACH Originated – Addenda Record $0.03 17 $0.51 ACH Received Item $0.05 114 $5.70 ACH Return Admin – Manual $5.50 3 $16.50 ACH Payments Online Batch Release $2 13 $26 ACH Transmission Special $10 12 $120 ACH Payments One Day Item $0.05 147 $7.35 ACH Payments Two Day Item $0.05 108 $5.40 ACH Payments Base Fee $15 3 $45 ACH CEO Fraud Filter Review Monthly Base $8 3 $24 ACH NOC – Fax Advice $5 1 $5 ACH Setup ACH Input-EChannel ACH Process Run ACH Input File ACH Consumer Credits ACH Consumer Debits ACH Corporate Credits ACH Credit Received Item Item Unit Price Estimated Monthly Volume Monthly Cost Explanation ACH Debit Received Item ACH Blocks Auth Maintenance ACH Blocks Auth Instructions ACH Filter Monthly Maint ACH Return Per Item ACH Standard Reports – Fax ACH Standard Reports – Electronic ACH Optional Reports – Electronic Coin & Currency Services Cash Deposited per $100 Mailed Receipts Cashier Checks Mixed Coin Bag Deposited Information Services Infofax Wire Monthly Base $20 1 $20 CEO Search $0.50 10 $0.50 CEO Previous Day Reporting Maintenance $30 5 $150 CEO Previous Day Reporting Items Loaded $0.12 729 $87.48 CEO Event Messaging Service - Email $0.12 151 $18.12 CEO Wire Transfer Detail US Account Monthly Base $20 1 $20 Information Reporting History Storage 60 $0.01 1,767 $17.67 CEO Deposit Detail Maintenance $20 2 $40 CEO Basic Banking – Monthly Base $20 1 $20 Supplies: Endorsement Stamps (2000 Plus Model) Coin Wrappers per 1000 Deposit Slip Books (3 part carbonless) Locking Bank bags (10 of initial stock) Plastic Bank Bags per 100 Escrow Agent Services Overnight Overdraft Rate Daylight Overdraft Rate Short Term Financing Rate Night Depository Service Notes or Item Description: Based on Kodiak Island Borough’s historic statement with Wells Fargo. Please see pricing listed below for items not listed in table. Zero Balance Mast Account Maint – Unit Price is $35 -volume of 1- Monthly Cost $35- Zero Balance Parent account Zero Balance Monthly Base – Unit Price is $10 -volume of 2- Monthly cost $20- Zero Balance sub accounts that flow to parent account Cash Deposited in WF Branch – Unit Price is $0.002 -volume of 54,269- Monthly Cost $0.217 Cash Order Fee in a WF Branch – Unit Price $5–Volume of 1- Monthly Cost $5 Rolled Coin Furnished by WF Branch – Unit price is $0.25 -volume of 1- Monthly Cost $0.25 Currency Furnished by WF Branch – Unit price is $0.00150 -volume is 1 Return Item Redeposited – Unit price is $8 (per occurrence) CEO Retn item Subscription Per account – Unit price is $5 -volume is 1- Monthly Cost $5 Branch Deposit – Unit price is $0.50 -volume of 146- Monthly Cost $73 WF Chk Cashed for nonacct holder – Unit price is $7.50 -volume of 1- Monthly Cost $7.50 – Wells Fargo Check Cashing Fee for Non-account Holder CEO Check Issues- Item – Unit price is $0.20 -volume of 75- Monthly Cost $15 Wire In- Domestic – Unit Price is $10 -Volume is 2- Monthly Cost $20- Charge for incoming wire We have also attached a Pro Forma that illustrates the balances, earnings credit rate, and fees. Formulas: Daylight Overdraft Formula We do not charge a fee for daylight overdrafts, including Fed overdrafts, though we reserve the right to do so. Overnight Overdraft Formula (average daily negative collected balance × overdraft rate × days in period) ÷ (360) Short-Term Financing Formula n/a FDIC Insurance Formula There is no direct fee for FDIC insurance; however the FDIC does allow us to charge a recoupment fee that allows us to partially recover the cost of the insurance premiums paid by Wells Fargo to the FDIC. The current standard monthly rate is 0.1275% per $1,000 of positive ledger balances. The charge is the monthly rate per $1,000 of your positive average ledger balance for the month. Service Charge Credit Formula We use the following formula to calculate the earning allowance: (Investable balance (also called average positive daily collected balance)) × (calendar days in the month) × (ECR) ÷ actual number of days in the year The undersigned, an institution or firm maintaining branch/office operations within the borough of Kodiak, Alaska, submits the following proposal for the Borough’s banking services for the period July 1, 2019 through June 30, 2022: Jan 2019 Wells Fargo Treasury Management Pro Forma Prepared For KODIAK ISLAND BOROUGH/SD ANALYSIS SUMMARY Average Positive Collected Balance $ 4,667,049.00 Reserve Requirement @ 0.00%$0.00 Investable Balance Available for Services $ 4,667,049.00 Monthly Analyzed Charges $ 2,190.59 Earnings Allowance @ 0.80%$ 2,190.59 Net Monthly Analyzed Charges $ (0.00) *Monthly Fee Based Charges $0.00 Total Monthly Analyzed Charges $ (0.00) *Charges not offset by balances Investable balance required to offset $1.00 of analyzed charges $ 1,500.00 Balance required to offset current month analyzed charges. $ 3,285,884.25 Note: Balance required can vary monthly based on the month's volume, services, earnings credit rate and pricing SERVICE DETAILS WF AFP Service Code Code Service Description Unit Price Volume Charges IAMTH 000230 RECOUPMENT MONTHLY 0.12750 4,667 595.04 BALANCE & COMPENSATION INFORMATION Subtotal 595.04 22051 010000 ACCT MAINTENANCE 10.00000 3 30.00 DS510 010020 ZERO BALANCE MASTER ACCOUNT MAINT 35.00000 1 35.00 DS001 010021 ZERO BALANCE MONTHLY BASE 10.00000 2 20.00 CK021 010100 DEBITS POSTED 0.08000 104 8.32 34145 010307 CEO E-STMT SUBSCRIPTION - ACCOUNT 18.00000 3 54.00 34147 010307 CEO E-STMT SUBSCRIPTION - ITEM 0.03000 495 14.85 GENERAL ACCOUNT SERVICES Subtotal 162.17 CK161 100006 CASH DEPOSITED IN WF BRANCH 0.00200 54,269 108.54 CK197 100040 CASH ORDER FEE IN A WF BRANCH 5.00000 1 5.00 CK131 100040 ROLLED COIN FURNISHED BY WF BRANCH 0.25000 1 0.25 CK141 100040 CURRENCY FURNISHED BY WF BRANCH 0.00150 100 0.15 CK061 100400 RETURN ITEM - CHARGEBACK 8.00000 2 16.00 CK075 100402 RETURN ITEM REDEPOSITED 5.00000 3 15.00 34235 100416 CEO RETN ITEM SUBSCRIPTION PER ACCT 5.00000 1 5.00 08052 100006 BRANCH DEPOSIT 0.50000 146 73.00 001 100220 DEPOSITED CHECKS - ON US 0.12000 262 31.44 002 100225 DEPOSITED CHECK 0.12000 123 14.76 WELLSONE40 COMMERCIAL CARD AGREEMENT This WellsOnm Commercial Card Agreement (this "Agreement") is made and entered into effective as of the dale last executed below (the"Effective pate"), by and between Wells Fargo Bank, National Association ("Wells Fargo") and Kodiak Island Borough ("Customer"). Introduction This Agreement governs the Visa® WellsOne Commercial Card and/or MasterCard® MultiCard Commercial Card (collectively, "Card") issued by Wells Forgo for use by Customer and its designated employees, subsidiaries, affiliates, agents and representatives ("Cardholders")? In this Agreement, "Card" shall mean individually and collectively, all Visa& WellsOne and MasterCard® MultiCard Commercial Cards and account numbers issued to Customer, Cardholders and the associated accounts including all card - not -present transactions and account numbers. The transactions made using the Card constitute extensions of credit by Wells Fargo to Customer and not to individual employees, or agents of Customer. In order to participate in the WellsOne Commercial Card program, Customer shall at all times maintain ten (10) or more Cards. Attachment A-1 (Program Information), Attachment A-2 (Multiple Division Billing Pmgram information), if applicable, Attachment B (Program Administrator), Attachment GI (Fee Schedule), and Attachment G2 (Revenue Share Calculation), if applicable, are incorporated into this Agreement. In addition, the following Service Descriptions will be incorporated into this Agreement if Customer or its Cardholders elect, now or hereafter, to utilize a service or functionality described therein: (i) Wells Fargo Supplier Analysis & Onboarding Commercial Card Conversion Service Description; (ii) CCER AP Control/Just-in-Time Card Service Description; (iii) MasterCard® Payment GalewayW Service Description; (iv) Receipt Imaging Service Description; (v) Convenience Check Service Description; (vi) Custom Data Solutions Service Description; and (vii) any other Service Description with respect to an additional service or functionality related to the Card that specifically references, and provides that it is incorporated by reference into, this Agreement. Such Service Descriptions are available and may be accessed at htlns•tiwetlsoMce wellsfareo com/cmnuldorclservice-descriotionsfindev. sp or such other Internet website address as Wells Fargo may from time to time designate by notice to Customer. For good and valuable consideration, and intending to be legally bound hereby, Customer and Wells Fargo agree to each and every, term and condition of this Agreement as set forth below: I. Permitted Uses of Card; Promise to Pay; Credit Llmlt. The Card may be used for Cardholders' Customer -related purchasing, travel and entertainment, general payables and fleet purchases; to the extent such functionality is offered to Customer by Wells Fargo. Customer agrees that the Card shall be used for business purposes only. Customer represents and warrants that its execution of this Agreement and use of the Card will not in any way violate, conflict with or result in a breach of any contract or agreement between Customer (or any of its affiliates) and any third party, including any client of Customer or its affiliates, and Customer will indemnify, defend and hold Wells Fargo harmless from and against any claims relating to any such actual or alleged violation, conflict or breach. In no event shall the Card be used: (i) to make, directly or indirectly, any payment or engage in any other transaction by, on behal for or for the boncfit of any person(s) relating to personal, family or household purposes (i.e., in no event may the Card be used, directly or indirectly, to make or facilitate consumer payments or consumer transactions of any type, regardless of wbethcr Customer is in the business of making or facilitating such payments or transactions); or (ii) for any transaction that is unlawful or illegal order any applicable laws, odes and regulations and' orders of any federal, slate, local or foreign governmental authority ("Applicable Law'), including but not limited to, all economic sanctions, trade embargoes and anti -terrorism laws imposed by the U.S., the U.S. Foreign Corrupt Practices Act of 1977 (as amended), all applicable laws or regulations relating to money laundering and any predicate crime to money laundering, and "restricted transactions" as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and Regulation GO issued thereunder. Except as otherwise provided in the "Liability for Unauthorized Use" Section below, Customer agrees to pay Wells Fargo, when due, the total of all purchases made with the Curd, Customer also promises to pay the total of all other fees and charges due on the Card, as stated in this Agreement or as otherwise agreed to by Customer, and all costs and expenses, including all reasonable attorney's fees, and other reasonable legal costs incurred by Wells Fargo in enforcing this Agreement. Customer agrees that the total of all transactions charged to all Cards and account numbers issued hereunder outstanding at any time shall not exceed the Credit Limit specified in Attachment A-1, or as may be changed from time to time. Customer agrees that it is responsible for repaying outstanding balances under the Card, including but not limited to those that exceed its Credit Limit. Wells Fargo may change the Credit Limit at any time and will promptly notify Customer as may be required by applicable law. Termination or expiration of this Agreement dots not Icm inane Customer's obligation for all amounts owed pursuant to this Agreement. ' 2. Debit Authorirntion. Customer hereby authorizes and directs Wells Fargo to pay the total of all amounts charged on the Card as a result of purchases, other transactions, fees, charges, costs and expenses by debiting Customer's bank deposit account(s) as indicated on Attachment A-1 and, if applicable, Attachment A-2 (the "Account(s)"), on the seventh (7'") calendar day (or next Business Day if the calendar day is not a Business Day) (the "Due Date") following the date of each WeRcOne or MultiCard Commercial Card billing statement provided to Customer (the "Billing Statement Date'). Any payment received on or after the Billing Statement Date and before the Due Date will be applied to reduce the amount debited from the Account(s) on the Due Dale. A "Business Day" shall mean any day (except Saturday or Sunday) that Wells Fargo is open for business. Wells Fargo may also debit the Account(s) at any time for the purpose of settling Card transactions and payoffs of any fees, charges, costs and expenses as stated in this Agreement or as otherwise agreed to and owed by Customer. The Account(s) shall also be subject to the terms and conditions of any netting or scloffprovisions between Customer and Wells Fargo governing the Account(s) and any linked accounts, a457507 P"ger SCANNED Date: ((;�Nlt Customer represents and warrants dint Customer owns and has sole and exclusive authority over the Account(s), including the authority to grant the debit authorization under this Section Two (2), and that no third party, including any client or Customer or its affiliates, is required to consent to or otherwise authorize or approve Customer's exercise of authority with respect to such Accoum(s), including the grant of such debit authorization. 3. Authorizations. All transactions on Customer's Card are subject to prior approval by Wells Fargo ("Authorizations"). Wells Fargo reserves the right to limit the number of Authorizations given during any period of time (day, weekend, week, etc.) and Wells Fargo may deny an Authorization if Wells Fargo suspects that the Card is being used without Customer's permission. In the event the Authorization system is temporarily unavailable, an Authorization may be unable to be given even though the transaction would not exceed the Credit Limit and the Card is in good standing_ For security reasons, Wells Fargo cannot explain the details or how the authorization system works. Wells Fargo shall not be liable for failing to give any such Authorization. Wells Fargo may, but is not required to, authorize transactions that will cause the balance on the Card to exceed the Credit Limit, and Customer agrees it is liable for any such transactions. In addition, Wells Fargo reserves the right to deny transactions or authorizations from merchants apparently engaging in the Internet gambling business or identifying themselves through the Card transaction record or otherwise as engaged in such business. Notwithstanding the foregoing, Customer acknowledges and agrees that: (i) some or all of the Cords issued hereunder may be Cards that contain an embedded security microchip that works in tandem with personal identification number (PIN) authentication functionality ("PIN & Chip Cards"), rather than traditional magnetic stripe Cards; (ii) certain PIN & Chip Card transactions are authorized via Oflline Authorization rather than Online Authorization; (iii) as a result, such PIN & Chip Card transactions authorized via Otlline Authorization are not verified against restrictions applicable to the Customer's Card program generally or to a specific Card and/or Cardholder (such as credit limits, transaction type restrictions, etc.) prior to authorization; and (iv) Customer's liability and responsibility for PIN & Chip Card transactions shall not be in any way diminished or otherwise affected by whether such transactions have been authorized via Online Authorization or Online Authorization. For purposes of the foregoing: (a) "Online Authorization" means authorization of a Card transaction via the electronic communications authorization system utilized for traditional magnetic stripe Card transactions, in which transaction information with respect to each Card transaction is electronically communicated to the Card issuer (i.e. Wells Fargo) for authorization; and (b) "Oltline Authorization" means authorization ore PIN & Chip Card transaction by communication between do PIN & Chip Card and payment terminal using defined limiting parameters stared on the PIN & Chip Card, such as a cumulative online transaction amount limit or a consecutive oftline transaction limit, but without electronic communication with and authorization by the Card issuer (i.e. Wells Fargo) as would occur with an Online Authorization. 4. Program Administrator. Wells Fargo will require, and is authorized to rely on, written instmetions it receives from the Customer's Program Administrator(s) named on Attachment B with regard to the following matters, without limitation: issuance of individual Cards to Cardholders; establishment of and changes to credit limits on individual Cards; notification of disputed transactions; and termination of individual Cards. Customer may substitute, remove or designate additional Program Administrators by written notice to Wells Fargo signed by an authorizedot<cerofCustomer. Notwithstanding any other prevision of this Agreement to the contrary, if Customer enrolls to administer its Welb0ne or MulfiCard Commercial Card program(s) using the Internet to access Card information, Customer agrees that the primary Program Administrator named on Attachment B has full authority to substitute, remove or designate additional Program Administrators, each of whom may have the full authority of a Program Administrator including authority to designate other Program Administrators, and that written notice signed by an authorized officer orCuslomer is required only to substitute the primary Progam Administrator. The primary Program Administrator may designate in writing one or mote contacts for fraud or potential fraud related matters concerning Customer's Card program ("Fraud Contacts)"), and in the absence of such designation the primary Program Administrator shall be deemed to be Customer's sole Fraud ContaeL Customer may, but is not required to, execute additional Attachment Bs appointing separate program administrators for divisional or affiliate Card programs established under this Agreement. 5. Liability for Unauthorized Use. Customer shall be liable for all unauthorized use of the Card in any amount at any time, unless and until Customer has notified Wells Fargo that the Card or Card number has been lost, stolen or misappropriated orthat the person or vehicle (in the event of a Beet program) in whose name the Card has been issued is no longer authorized to use the Card (for example, upon termination of employment). Notification concerning unauthorized use shall be made by Customer calling The customer service number most recently provided by Wells Fargo; provided however, that Customershall cooperate with Wells Fargo to complete any required written correspondence requested by Wells Fargo. Customer shall be responsible for full payment of all purchases, fees and charges incurred prior to such notification, regardless of when actually posted to Ctistomers account. Notwithstanding the roregoing, Customer will not be liable For unauthorized use resulting from transactions made with a Card or Card number that has been skimmed or otherwise counterfeited; provided, that (I) such unauthorized use was not facilitated by the gross negligence, intentional misconduct or fraud of Customer or any of is Cardholders, (fi) such unauthorized use did not benefit Customer or any of is Cardholders or other employees or agents, and (ill) Custorrter timely submits a dispute with respect to such unauthorized use in accordance with the provisions of Section Eight (8) below. 6. Visa® Liability Waiver ProgramlMBstcrCoverageta Liabllity Protection Program. Subject to applicable Visa® or MasterCard® terms and conditions, as applicable, Customer may be eligible for coverage under Visa's® Liability Waiver Program 945750 Pagel and/or MasterCard'sO MasterCovemgeO Liability Protection Program, which provide coverage against employee misuse of die Card Customer should consult, as applicable, the Visa® Liability Waiver Program brochure or the MasterCardg MasterCoverageO Liability Protection Program brochure, available upon request from Wells Fargo, for terms and conditions of coverage. Customer acknowledges that Wells Fargo is not responsible for providing any form of liability protection program on Customer's behalf and that Wells Fargo makes no representations or warranties regarding any such program that may be offered by third parties, 7. Department Cards. In the event Customer requests Wells Fargo to issue Cards to Customer in a department, group name or other such designation not bearing a name or signature of an authorized employee or individual, all such Cards shall be deemed as "Department Carrie. Customer hereby represents, acknowledges and agrees that: (i) such Department Cards will be used by more than one authorized employee or individual; (ii) physical Cards may or my not be issued in conjunction with such Department Cards; and (iii) issuance of Department Cards may immase the risk of fraudulent or unauthorized use. As such, Customer is responsible for all security and protection of the Department Cards and any and all Customer procedures concerning the use ofsuch Department Cards by its Cardholders. 8. Billing Disnutes_ Chargeback Requests. Customer may dispute amounts reflected on a billing statement that Customer reasonably believes to be incorrect because: (i) the amount shown on the billing statement does not reflect the actual face value of the transaction; (ii) the transaction shown on the billing statement did not result from the use of the Cards; (iii) the statement reflects fees not properly accrued under this Agreement; or (iv) the transaction is disputable with the honoring merchant under applicable Visa® or MasterCard® rules, as applicable, however, such dispute is subject to the procedures and liability provisions set forth in this section or other sections of the Agreement In the event of a dispute, Customer must notify Wells Fargo of its dispute within sixty (60) days from the transaction date of purchase. Each request to Wells Fargo must be in writing and contain the following information: (i) Cardholder name; (ii) Card account number; (iii) the dollar amount of any billing dispute or suspected error, (iv) reason for the dispute; and (v) a summary of the steps already taken with the merchant to resolve the matter. Wells Fargo shall investigate the disputed amount and determine whether the amount is properly payable by Customer. Until Wells Fargo completes its investigation and determines whether the disputed amount is properly payable by Customer, Customer shall not be liable for (be amount of the disputed transaction. Customer agrees dial its failure to dispute a charge or other item within sixty (60) days from the transaction date of purchase shall constitute a waiver of any right the Customer may have to dispute the charge. In the event that transactions are posted to the accounts as a result of any circumstance under which the honoring merchant may be held liable under applicable Visag or MuslerCard® rules, as applicable, Wells Fargo shall attempt to charge the transaction back to the merchant in accordance with applicable Visa® or MasterCard® procedures. However, such attempted chargeback by Wells Fargo shall not relieve Customer of liability for the amount of the transaction even though the transaction may have been provisionally credited in the Customer's accounts. 9. Defautt The occurrence ofany of the following conditions or events shall constitute an "Event of Default" by Customer under this Agreement in which case, any unpaid balances on the Card shall become immediately due and payable, and Wells Fargo may immediately debit the Account(s) for payment of such balances: (1) a payment is not made when due or a payment to Wells Fargo is returned or reversed far any reason; (2) a term otthis Agreement is breached in any way; (3) Customer or any guarantor of Customer's account defaults under the terms of (a) any other agreement with Wells Fargo or any of its subsidiaries or affiliates or (b) any loan, credit or similar agreement with any third party; (4) a bankruptcy petition is filed by or against Customer or any guarantor of Customer's account; (5) a significant change occurs in the ownership or organizational structure of Customer or in the type or (if such change is adverse) volume of Customer's business; (6) Customer or any guarantor of Customer's account becomes insolvent or is dissolved; (7) them shall exist or occur any event or condition which Wells Fargo in good faith believes impairs, or is substantially likely to impair, the prospect of payment or performance of Customer's obligations under this Agreement; (8) Customer intentionally fails to submit required information Wells Fargo deems necessary; (9) Customer's account balance exceeds the Credit Limit; (10) any financial statement or certificate famished to Wells Fargo in connection with, or any representation or warranty made by Customer or any other party under this Agreement, shall prove to have been incorrect, false or misleading in any material respect when furnished or made; (11) Customer or any guarantor of Customer's account, if any, fails to comply with any Applicable Law (as defined in Section One (1) above) materially affecting Customer, guarantor or the operations or property of either, (12) any owner of collateral given to secure the obligations hereunder, if any, shall fail to comply with any Applicable Law materially affecting any of the collateral; or (13) Customer, any guarantor of Customer's account, if any, or any other person with third party recourse liability hemunder, or an owner of any equity interest in Customer or any guarantor of other person with third party recourse liability hereunder or any subsidiary owned directly or indirectly by Customer, any guarantor or other person with third party recourse liability hereunder performs or engages in any act or series of acts that Wells Fargo reasonably believes could constitute money laundering or a predicate crime to money laundering under Applicable Law. i0. Term: Right to Terminate. Wells Fargo or Customer may, upon at least thirty (30) days' prior written notice to the other party, and with or without cause: (i) ter ift ate this Agreement; (ii) terminate one or more services provided for in this Agreement, or (iii) terminate one or more Cards; provided, however, that the foregoing shall not affect Customer's ability to terminate the authority of a Cardholder as set forth below in this Section Ten (10). In addition, Wells Fargo may take any one or mom of the actions referred to in the immediately preceding sentence immediately, without prior notice to Customer, upon the occurrence of an Event of Default If Customer has enrolled in CCER, any such notice required under this Agreement may be delivered to Customer electronically in the same manner that statements are delivered. If Wells Fargo or Customer terminates the Agreement, or upon the 8457Sp7 Pages 2019' l° expiration of this Agreement, (i) all Cards shall automatically expire, (ii) Customershall immediately, upon notice from Wells Fargo, destroy all Cards, (iu) Customer will continue to be responsible for full payment of the current balance on the Card and all purchases, fees and charges incurred before termination that post after termination, including, without limitation, recurring hansaclions that post after termination, and (iv) any unpaid balances on the Cards shall become immediately due and payable, and Wells Fargo may immediately debit the Account(s) for payment ofsuch balances. LfwellsFargo terminates one ormore Cards but not he Agreement, Customer shall immediately, upon notice from Wells Fargo, destroy all such Canis. Upon termination of the Agreement, Customer acknowledges and agrees that the Account(s) and any and all collateral or guarantees in support of this Agreement will remain in place for a period of sixty (60) days from the termination dale to satisfy all payment obligations of Customer under this Agreement. Customer may, at any time, terminate the authority of any Cardholder to use the Card. Such termination by Customer shall become effective upon written orelectronic notice via the internet to Wells Fargo along with written confirmation that the Cardholder's Card has been destroyed. it. Liability of Wells Fargo: No Implied Warranties. Wells Fargo's liability hereunder shall be limited to Customer's actual money damages caused directly by Wells Fargo's breach of this Agreement (except to the extent such liability is further limited by the terms of this Agreement), and Wells Fargo shall not be liable for any other matters whatsoever, including, without limitation: (i) Customer's use of the Card; (ii) the inability of Customer to use the Card or the unavailab0ity of Card reports or authorizations as a result ofcircumstances beyond Wells Fargo's control (such as, without limitation, fire, flood or the disruption of power, phone or computer service); or (iii) transmission errors or data security problems, or other acts or omissions, on the part of third parties (including, without limitation, third -party service providers in connection with transaction files sent to Customer or its designee). Notwithstanding the foregoing, in no event shall Wells Fargo be liable for any indirect, incidental, special, consequential or punitive damages, even if Wells Fargo has been advised of the possibility of any such damages. Except as expressly set forth in this Agreement, Wells Fargo makes no warranties with respect to the Cord, any service related thereto, oranysoftwareused in connection therewith, including without limitation any warranty as to merchantability or fitness fora particular purpose. 12. Chamgas to Aereement or. to Credit Limit: Other Changes. In addition to, and not in lieu of, Wells Fargo's termination rights in Section Ten (10) above, Wells Fargo may unilaterally, in its sole discretion: (i) change the Credit Limit for any reason, including but not limited to changes as may be required by law, upon prompt notice to Customer; and/or(ii) change any of the terms of this Agreement or any Attachments hereto upon thirty (30) days prior written notice to Customer. Customer my change the designated Program Administrator(s) or an Account number upon an authorized officer's notice in writing or via the Internet to Wells Fargo. 13. ForehenCurrency Transactions' IfaCard isused toengage inatransaction inacurrencyother than U.S.dollars ("Foreign Currency Transaction"), that amount will be converted into U.S. dollars before posting to Customer's account. 13.1 Forehin Currency Transaction Procedures: If a Foreign Currency Transaction occurs, and the transaction is not converted to U.S. dollars by the merchant itself, Visa® or MasterCard®, as applicable, will convert the transaction into a U.S. dollar amount by using its currency conversion procedure in olfect at the time the transaction is processed. Currently, Visa® and MasterCard® regulations and procedures provide that the currency conversion rate they use is either: (1) a wholesale market rate, which rate may vary from the rate Visa® or MasterCard® itself receives; or (2) a government -mandated rate for the applicable currency as determined under Visa® or MasterCard® regulations and procedures, as applicable. This rate may differ from the rate in effect when the transaction occurred or when it was posted to the Cardholder's account. 13.2 Point of Sale Cumney Conversion: Some merchants outside of the United States offer Cardholders the option of having card transactions converted to U.S. dollars by the merchant itself during the transaction ("Point of Sale Currency Conversion"). If that option is chosen the transaction is actually originated in U.S. dollars and the currency conversion rate is determined solely by the merchant 13.3 Cross Border Transactional Fee. For each Foreign Currency Transaction that has been converted into a U.S. dollar amount by Visa® or MosterCard®, as applicable, and for each Point of Sale Currency Conversion transaction where a non-U.S. merchant originates a transaction in U.S. dollars, Wells Fargo will charge Customer a 10 o fee ("Cross Border Transactional Fee'). 14. Direct Transmissions. Customer may request to receive Card transaction data to be transmitted directly to Customer, or to a third party recipient designated by Customer, electronically from either the Card network (Visag or MasterCard®) or its subcontractor (hereinaller, "Dirac[ Transmissions"). Upon receipt of such request (which shall be in writing (including, without limitation, e-mail) and from an authorized officer or Program Administrator of Customer), Wells Fargo will arrange for such Direct Transmissions. Customer agrees that Wells Fargo will not be liable for any damages, losses, liability or any other claims whatsoever arising in any way out of transmission errors or data security issues on the part of the network or any third party (including, without limitation, any third party recipient designated by Customer) in connection with Direct Transmissions. Direct Transmissions shall be subject to the Direct File Feed Fee as set forth in Attachment C-1. is. Financial information. Promptly upon Wells Fargo's request, Customer shall provide, in form and detail satisfactory to Wells Fargo, current audited annual and certified quarterly financial statements and supporting footnotes and schedules. 9457307 Page4 16. Confidential and Pronrictory information (a). Customer and Wells Fargo acknowledge and agree that, in connection with this Agreement, it may be necessary and/or desirable to exchange Confidential Information (as defined below). For purposes hereof, "Confidential Information" means all non-public, confidential or proprietary information of party that is disclosed by such party (including any of its Representatives (as defined below)) (the "Disclosing Party' to the other party (the "Receiving Party") under or in connection with this Agreement, and includes, without limitation, financial, technical, or business information relating to the Disclosing Party, including trade secrets, marketing or business plans, strategies, forecasts, budgets, projections and pricing, customer and supplier information. Notwithstanding the above, Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure by the Receiving Party or its Representatives (as defined below) in violation of this Section Sixteen (16); (ii) is already known by the Receiving Party at the time of its disclosure by the Disclosing Parry: (ifl) is or becomes available to the Receiving Party from a source not known to the Receiving Patty to be under an obligation of confidentiality to the Disclosing Party; or (iv) is independently developed by the Receiving Party without the use of Confidential Information. (b). For a period of two (2) years following its disclosure to the Receiving Party, the Receiving Party will: (i) keep Confidential Information confidential and not disclose it to any other person or entity, except disclosures (A) to federal and state bank examiners, and olherregulatory officials havingjurisdiclion over the Receiving Party, as applicable, (B) to the Receiving Party's Repmsentatives (as defined bolmv), (C) in the case of Wells Fargo, to i) Visa® or MasterCard®, as applicable, ii) third party payment industry service providers with whom Wells Fargo has a business relationship and has entered into a non -disclosure agreement covering such Confidential Information, iii) as described in the Wells Fargo Supplier Analysis & Onboarding Commercial Card Conversion Service Description, if applicable, (D) required by applicable law or legal process in the opinion of the Receiving Party's counsel or any of its Representative's counsel, as applicable, or (E) otherwise authorized in writing by the Disclosing Party; and (ii) use Confidential Information only in connection with this Agreement (including the evaluation, negotiation, implementation, administration and enforcement hereof). For purposes hereof, "Representatives" means a Party's or any of its affiliates' officers, employees, agents, legal counsel, auditors or otherprofessional advisors who need to know Confidential Information in connection with this Agreement (including the evaluation, negotiation, implementation, administration and enforcement hereof). The Receiving Party will be responsible for any failure of its Representatives to treat the Confidential Information as confidential in accordance with the terms and conditions of this Agreement. In the event that the Receiving Party or any of its Representatives is, in the opinion of its counsel, required by applicable law or legal process to disclose any Confidential information under clause (i)(D) of the first sentence of this paragraph, then the Receiving Party, unless prohibited bylaw, will provide notice of such disclosure to the Disclosing Patty so that the Disclosing Party, at its sole option (but without an obligation to do so) and at its sole expense, may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section Sixteen (16). (c). Fallowing any termination of this Agreement, upon the Disclosing Party's request, the Receiving Party will use commercially reasonable efforts to destroy all copies of Confidential Information then in the possession ofthe Receiving Party; provided, however, that the Receiving Party may retain such copies as en: required by applicable law or in accordance with its customary practices and procedures (any Confidential Information so retained will be held by the Receiving Party subject to this Agreement). (d). If them is a breach of this Section Sixteen (16) by either party, the other party will have the right to seek any and all remedies at law or in equity, including without limitation appropriate injunctive relief or specific performance. The protections afforded to Confidential Information hereunder are in addition to, and not in lieu of: the protections afforded under any applicable trade secrets or other laws, 17. No Waiver: Rieht of Set -Off. Neither patty's failure to exercise any right or to pursue any remedy under this Agreement or otherwise shall constitute a waiver thereof. Wells Fargo shall have the right to, in its sole discretion, set-off or recoup any obligation of Customer to Wells Fargo under this Agreement or Otherwise against any obligation Wells Fargo owes to Customer, including a set-off against any deposit acenunt(s) Customer has with Wells Fargo to the extent permitted by law. 18. Miscellaneous: Entire Aereement• Covernimi Law; Counterparts; No Assignment• Independent Contractor Soverability. This Agreement contains the entire understanding between the parties on the subject matter hereof and supersedes all prior agreements, negotiations and representations. This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota This Agreement maybe executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and oil of which when taken together shall constitute one and the some Agreement Customer may not assign this Agreement or any of its rights, interest or obligations hereunder (by operation of law or otherwise). Nothing contained in this Agreement shall be construed as constituting or creating a partnership, joint venture, agency, or other association or relationship between Wells Fargo and Customer. Wherever possible, each provision of this Agreement shall be interpreted in such maaneras to be effective and valid under applicable law, but ifany provision of this Agreement shall be prohibited or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. 9457597 PaRe5 Z `- ) 1 19. Arbitration. The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise in any way arising out of or relating to: (i) any credit subject hereto, or the Agreement and its negotiation, execution, collaterolization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; or requests for additional credit. 19.1. Govern[ne Rules. Any arbitration proceeding will: (i) proceed in a location in South Dakota selected by the American Arbitration Association ("AAA"); (ii) be governed by the Federal Arbitration Act Critic 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (ii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA's commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and crisis in which case the arbitration shall he conducted in accordance with the AAA's optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to herein, as applicable, as the "Rules"). if there is any inconsistency between the terms hereof and the Rules, the semis and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable slate law. 19.2. No Waiver of Provisional Remedies: Self -Help and Foreclosure. The arbitration requirement does not limit the right of any party to: () foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (ill) of this paragraph. 19.3. Arbitrator Ouali fications and Powers. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $S,ODO,OOO.OD. Any dispute in which the amount in controversy exceeds$5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberation:. Such single arbitrator or panel ofthree arbitrators, as applicable, is hereafter referred to as the "arbitmitor". Each arbitrator will be a neutral attorney licensed in the Slate of South Dakota or a neutral retired judge of the stale or federal judiciary of South Dakota, in either case with a minimum often years experience in the substantive law applicable to the subject matter of the dispute to he arbitrated. The arbitrator will determine whether or not an issue is arbitramble and will give effect to the statutes of limitation in deemm fining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrators discretion) any pre -hearing motions which ere similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of South Dakota and may grant any remedy or relief that a court of such slate could order or grant within the scope hereof and such ancillary relief as is necessary, to make effective any award. The arbitator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the South Dakota Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator maybe entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action forjudieial relief. 19.4. Discovery. In any arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the dispute being arbitrated and must be completed no later than twenty (20) days before the hearing date. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the patty's presentation and that no alternative means for obtaining information is available. 195. Class Proceedings and Consolidations. No party hereto shall be entitled to join or consolidate disputes by or against others in any arbitration, except parties who have executed the Agreement, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private allomey general capacity. 19.6. Payment Of Arbitration Costs And Fees. The arbitrator shall award all costs and expenses of the arbitration proceeding. 19.7. Miscellaneous. To the maximum extent practicable, the AAA, the arbitrator and the parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the dispute with the AAA. No arbitmtor or other pnrty to an arbitration proceeding may disclose the existence, content or results thereof, except. for disclosures of information by a party required in the ordinary course of its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a dispute, the arbitration prevision most directly related to the Agreement or the subject matter of 8457507 Page the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of the Agreement or any relationship between the parties. 20. Customer Provided Card Content For purposes of this Agreement, "Customer Provided Card Content" means any and all business, division, trade or assumed names, trade dress, service marks, trademarks, logos or other words or images that Customer or its representatives supply for inclusion on any Cards issued under this Agreement. Customer will defend, indemnify and hold harmless Wells Fargo and its affiliates, as well as the employees, officers, directors and agents of Wells Fargo and its affiliates (each an "Indemnified Party") against all costs and expenses of the Indemnified Party (including without limitation any losses, liabilities, damages, fines, penalties or reasonable attorneys' fees) arising from or in connection with any dispute, claim, suit, action, proceeding or demand brought against an Indemnified Party relating to any actual or alleged violation of intellectual property rights of any third party as a result of the inclusion of any Customer Provided Card Content on the Cards, 21. Forelen Personnel. If Cards we distributed by Customer or at its instruction to Cardholders outside of the United Stales, Customer shall be solely responsible for complying with any applicable foreign employment and/ordata privacy laws or requirements in connection therewith, including but not limited to any requirements to provide notices or disclosures to or to obtain consents from Cardholders. Wells Fargo shall have no liability for Customer's failure to comply with any such requirements. 22, Cooperation. Customer shall promptly provide Wells Fargo with any information that Wells Fargo may request to confirm that the Cards are being used in accordance with the terms and conditions of this Agreement. Such requested information may include, without limitation, information about any Cardholder and/or any other involved parties, and the intended purpose or use of a Card transaction. In the event that Customer does not comply with the terns of this section, Wells Fargo will have the right, in is sole and absolute discretion, to terminate immediately any Card issued in the name of such individual(s), and Customer shall not permit such individual(s) to use any other Cards issued pursuant to this Agreement. 23. Cross Collateral Exclusion. Customer acknowledges and agrees no deed of trust, mortgage, security deed, or similar real estate collateral agreement, nor any security agreement, pledge, assignment or similar personal property collateral agreement provided to Wells Fargo by Customer or any other party shall now or hereafter secure the indebtedness and other obligations of Customer to Wells Fargo subject to this Agreement by reason of any cross•collateralizstion or similar provision purporting generally to expand the scope of obligations secured thereby to include the indebtedness and other obligations subject to this Agreement. For the elimination of doubt unless specifically described as being secured thereby no such document shall secure the indebtedness and obligations subject to this Agreement. _ Kodiak Island Borough Authorized Officer. uChQC� 'P'DWC.fS Signatum: Title: &) rouc, h Date: B457507 4-G—IC) Pogc 7 WELLSONE® COMMERCIAL CARD AGREEMENT ATTACHMENT A - I PROGRAM INFORMATION CUSTOMERNAME TAX ID ADDRESS CREDIT LIMIT ACCOUNT(S) Silting Settlement Account: 13ANKNAME DEMAND DEPOSIT ACCOUNT NUMBER ROUTING NUMBER BILLING STATEMENT CYCLE* Kodiak Island Borough 92-0030845 710 Mill Bay Rd. Kodiak, AK 99615 1250,000 For purchases and transactions on the Card, Cash Advance Fees, and Cross -Border Transactional Fees Wells Fargo 1100282270 125200057 Monthly *Applies to purchases and transactions on the Card, Cash Advance Fees, and Crass -Border Transactional Fees. Other fees hereunder will be billed s amtel on a month) basis FectAnalysis Account: BANK NAME DEMAND DEPOSIT ACCOUNT NUMBER ROUTING NUMBER For other fees under this Agreement, as amended and supplemented from time to time (including other fees specified in Attachment C-1) Wells Fargo 1100282270 125200057 WELLSONEO COMMERCIAL CARD AGREEMENT ATTACHWNT B -PROGRAM ADMINISTRATOR March 14, 2019 Please provide the following information about each Program Administrator: Kodiak Island Borough Customer Nome Enter Division Name, if applicable 'The Attachment B to the Agreement may be updated at a later date in accordance with the terms of Section 4 of the Agreement, however it will repluce the original Attachment B and all current Program Administmtors of Customer must be included PROGRAM ADMINISTRATOR (Primary) PROGRAM ADMINISTRATOR (Secondary) Main point ofconlact for day to day buvinevs Dom Cmss/Finance Director Dria Bmy-Holloway/General Accountant (Name /Tide) (Name /Title) 710 Mill Bay Rd. 710 Mill Bay Rd. (Ph)sical Street Address) ( Physical Street Address ) Kodiak, AK 99615 Kodiak, AK 99615 (City/State /Zip Code) (City/State /Zip Code) 907-486-9320 907-486-9392 907A86-9323 (Telephone) (Fax) (Telephone) (Fax) dcress@kodiakak.us dholloway@kodiakakus (Email Address) (Email Address) PROGRAM ADMINISTRATOR (Secondary) PROGRAM ADMINISTRATOR (Secondary) Karina Femandez/Accountinn Technician (Name /Title) (Name /Title) 710 Mill Bay Rd. ( Physical Street Address ) Kodiak AK 99615 (City / State / Zip Code) 907-486.9323 907486-9323 (Telephone) (Fax) —' ( Physical Street Address) (City/State Zip Codc) (felepnonc) kfemandezWodiakakus (Email Address) (Email Address) (add additional pages ar necessary) Select the Program Administralorabuve authorized to provide instructions on Card delivery; Dom Cross.* 'Requirements: (i) All Cud delivery addresses must be a physical address and (ii) Card delivery addresses may include such Program Administrator's address above and/or to such other address(es) as instructed by such Program Administrator. If no instructions are provided, all Cards will be delivered to the address of such Program Administrator. Select the Program Administrator above designated to receive billing statements. Dom Cmss 70 A A WELLSONEO COMMERCIAL CARD AGREEMENT ATTACHMENT C-1 FEESCREDULE CUSTOMER NAME: Kodiak Island Borough DATE: March 14, 2019 STANDARD FEES: ONE TIME FEES: Set-up Fee On -site Implementation Fee Miscellaneous RECURRING FEES: Prograrn Maintenance CCER Reporting Solution Transaction Fee Card Issuance $ 3000 Waived $ Not Selected Rama up period* throueh which fee is waived: S Waived/Month No ramp up period $ Waived/Month No ramp up period $ Waived /Transaction No ramp up period $ Waived /Account No ramp up period 'The ramp up period will begin the month the program is in itsfinal singe of implementation. For example, if a program with a 6 month ramp up period is implemented an any day in January, January is month one. The ramp up period will end June 30.77te frost charges will be for July, seen on the August Account Analysis statement. M ISCELLANEOUS FEES (Applicable Only If Customer Elects and/or Uses This Service): Receipt Imaging: Initial Set-up Year I Archival Cost Years 2-7 Archival Costs Receipt imaging Off-load Setup Fee Manual Reports Rush Card Phone Re -Training Convenience Check: Transaction Fee Program Maintenance Returned Check Fee Stop Payment Fee Convenience Check Copy Custom Data Solutions Custom Report Set-up Custom File Mnthly Main! Custom File Transmission $ 500 Waived $ 0.05 Waived/Imaged Page $ 0.03 Waived/lmaged Page (per year) $160 $1 20 $ $ S 175/ Report S 10/Incident S 175Mcident 2"/d$2 minimum $ 250/Month $ 29/incident $ 25/Incidcnt S I O/Check Copy 5100/Hour $ 100/ Month $ 5/ transmission - No fees are assessed until customer begins using service - For those customers who opt to use ACH reimbursement for out-of-pocket expenses, separate ACH fees will apply. - For those customers who opt to use CCER AP Control, Separate Payment Manager fees may apply. - For those customers who opt to use the Commercial Card Expense Reporting solution, accessed through the Commercial Electronic Office (CEO), separate CEO access charges rosy apply. • Non-standard designs may be subject to additional costs and requirements, including design creation fees and minimum cud order requirements. WELLSONE' COMMERCIAL CARD AGREEMENT ATTACHMENT C-2 REVENUE SHARE CALCULATION CUSTOMER NAME, Kodiak Island Borough March 14, 2019 Revenue Share will be paid within forty-five (45) days following the end of each Program Year on Net Purchase Volume for such Program Year. For purposes of this Attachment C-2, "Program Year" shall mean the twelve month period beginning January 1 and ending December 31. Net Purchase Volume* Standard Revenue Share Schedule Revenue Share $ 0 to S, 1,499,999 0 Basis points (bps) $ 1,500,000 to S 2,999,999 85 bps $ 3,000,000 to S 3,999,999 100 bps S 4,000,000 to $ 4,999,999 115 bps S 5,000,000 to S 5,999,999 123 bps $ 6,000,009 to S 7,999,999 127 bps $ 8,000,OOD to $ 9,999,999 132 bps $ 10,000,000 to $ 12,499,999 140 bps $ 12,500,000 to S And Above 150 bps Custom Interchange Revenue Share Schedule Net Purchase Volume* or Custom Interchange Transactions Revenue Share S 1.00 and above 60 - basis points (bps) Commencing with the Program Year ending December 31, 2019 and annually thereafter ("Anniversary Date"), the Revenue Sham amount to be paid to Customer (if any) shall be calculated and applied retroactively by multiplying the applicable Revenue Share bps times the Net Purchase Volume for the previous Program Year. No Revenue Share shalt be owed for the previous Program Year if. (i) Customer terminates this Agreement prior to the Anniversary Date, or (5) Wells Fargo ,emanates this Agreement for an Event of Default prior to the Anniversary Date. No Revenue Shore shall be owed for the previous Program Year if the Customer's average transaction size for such Program Year is less than $200. * "Net Purchase Volume" shall mean total volume minus credits and cash advances (if applicable). Wells Fargo will segregate or exclude Custom interchange Transactions as defined and described below and as qualified by Visa® or MasterCard®,as applicable. The term "Custom interchange Transaction" mused herein shall mean (i)certain uansactions subject to select large ticket transaction requirements, qualified and determined by Visa or MasterCard®, as applicable, in its sole and absolute discretion and (ii) transactions with merchants participating in promotional interchange programs offered by Visa® or MasterCard® (including the Visa Partner Program or the MasterCard Partner Program) that qualify, for non- standard promotional interchange rates. Such Visa® or MasterCard®, as applicable, large ticket transaction qualification requirements for large ticket interchange shall include, but not be limited to, custom payment service qualification with Level It and Level III data included with the transaction. Notwithstanding anything to the Cannery contained herein, Wells Fargo may, in its reasonable discretion, exclude any Custom Interchange Transaction for which the interchange rate is below a minimum threshold established by Wells Fargo for purposes of Revenue Share calculation. The following terms and conditions shall apply under this Attachment: i) Customer must obtain an annual minimum Net Pumbmc Volume of 51,500,000 per Program Year, which may include Custom Interchange Transactions, to receive a Revenue Share payment under this Attachment, and ii) if such Custom Interchange Transactions are segregated, the Custom Interchange Revenue Share Schedule will apply to the Net Purchase Volume for such segregated transactions. If Customer utilizes the MasterCard® Payment Gatewayr : (i) any transaction in an amount greater than or equal to $100,000.00 made using time MasterCard® Payment Gatewayrm will not be included in Customer's Net Purchase Volume, as a Custom Interchange Transaction or otherwise, for purposes of calculating Revenue Share payable to Customer hereunder and no Revenue Share will be payable to Customer in respect of any such transaction; and (ii) any transaction in an amount below $100,000.00 made using the MasterCard® Payment Gstcwuyrs' will be included in Customer's Net Purchase Volume for purposes of calculating Revenue Share payable to Customer hereunder and, subject to the conditions herein with respect to Customer's eligibility to receive a Revenue Share payment, will be separately segregated and paid 7mQ-i( at a rate separately agreed in writing by the parties, or in the absence of such written agreement, at the rate set out in The MasterCard® Payment GatewayTM Service Description. Banking Services Agreement The Kodiak Island Borough, Alaska, a municipal corporation organized under the laws of the State of Alaska (hereinafter the "Borough") and Wells Fargo Bank, N.A., whose address is 202 Marine Way, Kodiak, AK 99615, (hereinafter the "Financial Institution"), agree and contract as follows for the provision orbanking and custodial agent services on behalf of the Borough ("Agreement"): SERVICES BY FINANCIAL INSTITUTION A. The Financial Institution agrees to perform the services described in the attached Proposal, which is incorporated herein by reference. B. All services, and all duties incidental or necessary thereto, shall be conducted and performed diligently and completely and in accordance with professional standards of conduct and performance, 2. COMPENSATION A. The total compensation to be paid to the Financial Institution shall be as detailed in Attachment B to the Proposal. Total compensation shall include all labor, materials and expenses required for the completion of these services. Under no circumstances shall the Borough be liable for the payment of any interest charges associated with the cost of the Agreement. B. Payment to Financial Institution bythe Borough in accordance with the above shall be the total compensation for all work performed under this Agreement and supporting documents hereto, as well as all subcontractor's fees and expenses, supervision, labor supplies, materials, equipment or the use thereof, reimbursable expenses, and other necessary incidentals. C. The Financial Institution shall be paid based on the acceptance of the proposed compensation. D. The Borough shall have the right to withhold payment to the Financial Institution for any service not completed in a satisfactory manner until such time as the Financial Institution modifies such service to the satisfaction of the Borough. E. Unless otherwise specified in this Agreement, any payment shall be considered timely if a check is mailed or, is available within 45 days of the date of actual receipt by the Borough of an invoice conforming in all respects to the terms of this Agreement. Page 25 of 29 Kodiak Island Borough Banking Services - RFP Zola (c 3. TERMINATION OF AGREEMENT The Borough reserves the right to terminate or suspend this Agreement at any time, with or without cause, by giving forty-five (45) days' notice to the Financial Institution in writing, except that the Borough may terminate this Agreement on three (3) days' notice if the Assembly fails to appropriate necessary funds -or repeals all or substantially all of the appropriations which fund this Agreement. In the event of termination, all finished or unfinished reports, or other material prepared by the Financial Institution pursuant to.the Agreement, shall be provided to the Borough. In the event the Borough terminates this Agreement prior to completion without cause, the Financial institution may complete such analyses and records as may be necessary to place its records in order. The Financial Institution shall be entitled to receive just and equitable compensation of any satisfactory services completed prior to the date of suspension or termination, not to exceed the compensation set forth above. Should the Financial Institution desire to terminate this Agreement, written notice of 120 days is required. In case of default by Financial Institution for any reason whatsoever, the Borough may procure the goods or services from another source and bold Financial Institution responsible for any resulting excess cost or other remedies under late or equity. 4. OWNERSHIP OF WORK PRODUCT Ownership of the originals of any reports, data, studies, surveys, charts, maps, drawings, specifications, figures, photographs, memoranda, and any other documents, which are developed, compiled or produced as a result of this Agreement, whether or not completed, shall be vested in the Borough. 5. GENERAL ADMINISTRATION AND MANAGEMENT The Finance Director or the Deputy Director, for the Kodiak Island Borough shall review and approve the Financial Institutions' charges to the Borough under this Agreement; shall have the primary responsibility for overseeing and approving services to be performed by the Financial Institution; and shall coordinate all communications with the Financial Institution from the Borough. 6. CONTRACTPERIOD This Agreement shall become effective from the date of execution and shall continue through June 30, 20?72 unless terminated by either party. The Borough shall not be responsible for any work performed by Financial Institution, even work done in good faith, if it occurs prior to the effective date of this Agreement. The Borough may exercise an option to renew this Agreement for two (2) one year periods by written notice to Financial Institution. At the end of this period, the Borough may choose to negotiate a renewal option or to request additional proposals. SUCCESSORS AND ASSIGNS The Financial Institution shall not assign, transfer, convey, pledge, or othenvise dispose of this agreement or any par of this agreement without prior written consent of theBorough. g. NONDISCRIMINATION The Borough is an Affirmative Action/ Equal Opportunity employer. The Borough and its contractors, vendors and suppliers, agree and certify that they shall comply with the Page 26 of 29 Kodiak Island Borough Banking Services - RFP requirements of all pertinent Federal and State laws relating to equal opportunity in contracting and procurement activities. The Financial Institution shall, in all hiring or employment made possible or resulting from this agreement, take affirmative action to ensure that there shall be no unlawful discrimination against any employee or applicant for employment because of sex, race, age, color, creed, national origin, marital status or the presence of any sensory, mental or physical handicap, unless based upon a bonafide occupational qualification. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race, color, creed, national origin, age except minimum age and retirement provisions, marital status, or the presence of any sensory, mental or physical handicap. 9. HOLD HARMLESSANDEMNIFICATION The Financial Institution agrees to indemnify, defend, and save harmless the Borough and its officers, agents, and employees, from any claim, loss or damages arising from injury to person(s) damage to property, or economic loss, real or imaginary, arising out of, in whole or in par, the vendor's performance or non-performance of its duties under this Agreement, and any defect in the goods and services provided by Financial Institution. This duty to defend and indemnify shall include responsibility for all damages, costs and attomeyfees. This obligation shall be continuing in nature and extend beyond the term of this agreement. AS 09.17.080. 10. LIABILITY INSURANCE COVERAGE The Financial Institution will, at the Financial Institution's sole expense, obtain and maintain during the life of this Agreement, policies of comprehensive general liability insurance, to include Banker's Professional Liability, each with combined single limits of not less than $1,000,000 per occurrence. Any policy of required insurance on a claims - made basis shall provide coverage as to all claims arising out of the services performed under the contract and filed within three (3) years following completion of the services so to be performed. A failure to obtain and maintain such insurance or to file saidcertificates shall be a material breach of this Agreement. All employees of Financial Institution working in the performance of this Agreement must be covered by workers compensation insurance during the term of the Agreement. The workers compensation policy or policies shall contain a waiver of subrogation in favor of the Borough. Before performing any work pursuant to this Agreement, Financial Institution shall provide a certificate of insurance in a form acceptable to the Borough showing that the Financial Institution has the required insurance coverage. The name of the insured on the Certificate of Insurance must be exactly the some as the business name, which appears on the proposal transmittal form, the request for Proposal or the written quote. The Borough shall receive notice if Financial Institution's insurance or bonding is going to be cancelled, not renewed, or changed in some important way. The aheies :ust—be end.,,_ .! :=, r., _t_ .,_ ____ will meiir. the n..... ugh at leas!30 days bee m the iiiser __ ia4enew, -- mater4ally ehrin_es the eeyerage. The Financial Institution Page 27 of 29 Kodiak Island Borough Banking Services - RFP Zon-8 11. COMPLIANCE WITH LAWS The Financial Institution shall comply with all applicable State, Federal and Borough laws, ordinances, regulations, and codes. 12. FUTURE SUPPORT The Borough makes no commitment and assumes no obligations for the support of Financial institution activities except as set forth in this Agreement. 13. INDEPENDENT CONTRACTOR The Financial Institution is and shall be at all times during the term of this agreement an independent contractor. 14. EXTENT OF AGREEMENT(MODIFICATION This Agreement, together with all attachments and addenda, represents the entire and integrated Agreement, between the parties hereto and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended, modified or added to only by written instrument properly signed by boil[ parties hereto. 15. ADDITIONAL WORK The Borough may desire to have the Financial Institution perform other services in connection with the banking relationship other than provided for by the express intent of tlds Agreement. Any such services shall be considered as additional work, supplemental to this Agreement. Additional work shall not proceed unless so authorized in writing by the Borough. Authorized additional work will be compensated in accordance with a written supplemental Agreement between the Borough and the Financial Institution. 16. PROJECTMANAGER The Project Manager or designee, shall be the Borough's authorized representative in all matters pertaining to the administration of the terms and conditions of this Agreement and to whom all notices shall be sent. The manager on behalf of the Financial Institution shall be responsible for coordinating all matters pertaining to this Agreement and project with the Borough's Project Manager. The Project Manager on behalf of the Borough to whom all notices concerning this Agreement shall be sent is: Dora Cross, Finance Director Kodiak Island Borough 710 Mill Bay Road Kodiak, AK 99615 deross(aikodiakok.us The Manager on behalf of Financial Institution is: Page 28 of 29 Kodiak Island Borough Banking Services - REP Steve Manley, Relationship Manager Local Government Banking Wells Fargo Bank, N.A. 44552 Sterling Highway Soldoma, AK 99669 (907)420-3569 Email: steven.e.manley r@wellsfargo.com 17. IMPOSSIBILITY TO PERFORM Financial institution is not liable for any failure to perrorm its obligations under this Agreement, if that failure is caused by any unforeseeable force beyond the control of, and without the fault or negligence of the Financial Institution. For purposes of this Agreement, such forces shall mean any emergency under the Alaska Disaster Act (AS 26.23); war (whether declared or not); revolution; invasion; insurrection; riot; sabotage; military or usurped power; lightning; explosion; fire; storm; drought; flood; earthquake•, epidemic;. quarantine; strikes; acts or restraints of governmental authorities affecting the project or directly or indirectly prohibiting or restricting the furnishing or use of materials or labor required; inability to secure materials, machinery, equipment, or labor because of priority, allocation, orother regulations of any governmental authorities. 18. DISPUTES. Any disputes arising out of this Agreement shall be resolved under the laws of Alaska. Any appeal of an administrative order or any original action to enforce any provision of this Agreement or to obtain relief from or remedy in connection with this Agreement, may be brought only in Kodiak, Third Judicial District, State of Alaska. 19. SEVERABILITY. If any provision of this Agreement is declared by a court to be illegal or in conflict with any law, the validity of the remaining terns and provisions shall not be affected; and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. IN WITNESS WHEREOF, tht parties hereto have executed this Agreement on the dates written below: KODIAK LANDOQiIjOUGII: By Title: U1c tyl? Date: Q-R-lq ✓ l I APP OYED AS TO RM: " Page 29 of 29 Kodiak Island Borough Banking Services - RFP Kodiak Island Borough Attorney Date: q4, () � Qy / q — Page 30 of 29 Kodiak Island Borough Banking Services - RFP WELLSFAR112 ACORLJ® CERTIFICATE OF LIABILITY INSURANCE °Ay;;� 1°`9 THIS CERTIFICATE I5 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(tee) must have ADDITIONAL INSURED provisions or be endorsed. it SUBROGATION IS WAIVED, subject to the tames and Conditions of the policy, certain policies may require an ondorsement. A statementon this Cerlhicale dons not confer rights to the certificate holder in BOO of such andomemonl s . PROOUCER USI Insurance Servlcas LLC (Sarvicing Broker for Welts Fargo & Company) 3475 Piedmont Road NE, Suite ODD Atlanta, GA 30305-2888 xOM T USI Insurance Services National, Inc. PxoNE I-WO.241-6633 1uc R 1.61M37-1929 v.Ese mdlesaUSICertRopuesl®usi cam INSURCR(Sl ArRINDING COVERAGE NAG# rxedeaaA: Old Republic Insurance Company 24147 INWREU Wess Fargo Bank, NA. $50 South 41h Street Mmneapo5s, MN 55415 INSURERS: National Union Fire Ins. Co. of Pittsbumb. PA 19445 IMURERC: IISUIRM O: WSURERE- INSURER F: rnlreoance MPTIPMATF MUMRFR• 14UUZD U REVISION NUMBER- See below THIS IS TO CERTIFY THAT THE POUCHES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDMON OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS: EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. a R TYPEOFINSURANCB UCYNUM ER P onnnnneFF NAVD LW1Ta A coMMERCIALOMERALUMIRUTY ClA416-MADE ®OCCUR . MWZY 304056 04/0112015 04101/202D EACHOCNRFENCE P AIISF�LS� Ea aurmw s 1ao0aeoo 5 1G,08G GG0 n MED E%P M pq cM^ 5 ' —____ PERSONµ-mVINAIRY 5 10.000.000 _ WMAGGREGATELIIMAP�PU�E{SPER: v GENERALAGGREGATE 5 1N00ae0e X POUCY 0 JEECCf LJ LOC PAOMICTS-COMPIDP AGO :6 tV== i5 OTHER: AIROMOBRELNBILITY I%LxdIINE051NGLE lIMIi ;S 8WILYMURv4pn1 mmn) Is ANYANO OWNED SCHENLED AUTOS ONLY AUf08 RIVED NONOIYNEO ONLY AMOS ONLY - HOMILY INJURY IPer mdmnl):5 PRDPERIYDMMGE 'aAUTOS ^ S UMBRELLAUA9 I OCCUR EACHOCUIIPRENCE IS AGGREGATE .5 "Gass LNa CLNIASNADE DED I I RUIENM141 = 5 A WNOeRPKPEDRPSRCIEOtMOPHEIPNASRATTNOEkN e%LCUr1ve ADEMPLOYERS-LIAMUTY YIN OFFICERA15MVEREXCLUDED. EN (Mrn4bryfn NHl NIAIX I MWC 30263800 I 0410112015 04101/2020 N- X PnT R ELEACHACCIVEM :s 1.00a EL.9IEEASE •PA EAWLOYE'e: S 1JIODAOe EL. OISEMf-PoDCYUAIR!$ tAo0M00 II�s VEARaeu de, DEeCRxR10 OF MnON5 Ot1m 0 Prafesslonal Liability 02-779.02.14 111IM016 101012020 slooaooaaO Eaenommmm Enmrs & Omissions 5100.e0VMA00M0A1e Claims Made I DESCRIPTION OFOPEMTIONDILOCATONSI VEHICLES ACORD 101, MdNnml PRnuM1�BeNMulpmay ORAIWiPtl lraw,v �pemh,equaetl) Contract Number FY2019-10 Banking SONICOS for the Kodiak Island Bomugh. rCL,T1nC Are UnI man CANCFI I AMMM Kodiak Island Borough Attn: Borough Manager SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLEU BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 710 Mill Bay Road AUTHOROaOPEPRESEMAme Kadink, AK 99615 The ACORD name and logo are registered marks WACORD 01988.2015 ACORU CORPORATION. All rights resolved. ACORD 25 (2016103) ZOlq - I IL 10 (12106) OLD REPUBLIC INSURANCE COMPANY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM .ANYONE LIABLEFORAN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THIS AGREEMENT SHALL NOT OPERATE DIRECTLY OR INDIRECTLY TO BENEFIT ANYONE NOT NAMED IN THE SCHEDULE - FORM n Page I SCHEDULE ANY ORGANIZATION WHERE REQUIRED DY WRITTEN CONTRACT mwlmcm. MWC 302638 Wells Fargo & Company 4/1/2015 - 411l2020