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Home My WebLink About20203118.tiffRESOLUTION RE: APPROVE MASTER AGREEMENT FOR TREASURY MANAGEMENT SERVICES AND AUTHORIZE CHAIR TO SIGN - WELLS FARGO BANK, N.A. WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Master Agreement for Treasury Management Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Treasurer's Office, and Wells Fargo Bank, N.A., commencing November 1, 2020, and ending October 31, 2023, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Master Agreement for Treasury Management Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Treasurer's Office, and Wells Fargo Bank, N.A., be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 19th day of October, A.D., 2020. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: d41 4;ok Weld County Clerk to the Board Coun rney Date of signature: 10/.21 /20 7.t _11 Mike Freeman, Chair More►•, Pro-Tem arbara Kirkmeyer 0 Kevin D. Ross CC.TR(sI.) ACT(ac/cD) 10 /2.l /2.0 2020-3118 TR0030 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Wells Fargo Banking Agreement DEPARTMENT: Treasurer and Public Trustee DATE: September 29, 2020 PERSON REQUESTING: John Lefebvre Brief description of the problem/issue: We have been continuing under an old agreement with Wells Fargo on a year-to-year basis for several years now. Wells Fargo is our long-time bank. Wells Fargo represents cutting edge technology for us and maintains one of the best disaster recovery plans of any bank in the USA. Their service level has improved considerably in the last few years. I am satisfied with the relationship which is very deeply entrenched into our entire county's financial fabric and would be costly and painful to change. Douglas County just did an RFP for a new bank this year and switched services to Wells Fargo as they believed that Wells Fargo represented the best intersection of service, quality and value for their county. In the aftermath of this Douglas RFP I asked Wells Fargo to look at our pricing and give us the better of the two pricings for the Douglas RFP and our current pricing. In addition, I have been asking for over 8 years for the bank to convert bill pay checks to an electronic file that they deliver to us against a deposit that they would make to our account electronically. The problem with the prior proposals were that they wanted to increase our annual pricing by about $4,000 a year to handle about 4,000 items (the approximate count back in 2012). That was unacceptable to me even though it would save us manhours and tens of thousands of potential keystroke errors (I call them error opportunities). Wells Fargo responded this week with a proposal for a new contract with the Douglas RFP pricing and included the service they call Ebox, which sends us the bill payments electronically. The new proposal including this new service, which we have wanted for years, will reduce our annual banking fees by just under $10,000 annually on our current pricing. Our annual banking fees run us about $86,000 a year at the present time. What options exist for the Board? (include consequences, impacts, costs, etc. of options): Without this agreement we will be subject to retail repricing late in the fourth quarter of this year which would otherwise increase our current costs. Recommendation: Please approve this agreement. 2020-3118 -r oo3O Mike Freeman, Chair Scott K. James Barbara Kirkmeyer Steve Moreno, Pro-Tem Kevin D. Ross Approve Recommendation Schedule Work Session Other/Comments: Memo TREASURER'S OFFICE John Lefebvre Treasurer 1400 N 17th Ave PO Box 458 Greeley, CO 80634 970-400-3260 From: John Lefebvre To: BOCC Date: October 15, 2020 Subject: Wells Fargo — Best and Final Offer Douglas County recently performed an RFP for banking services which resulted in awarding the county's banking business to Wells Fargo this past March. That lead me to ask Wells Fargo to give Weld County a Best and Final offer for banking services and pricing which resulted in this current agreement. I recommend that the Board of County Commissioners approve this agreement. WELLS FARG:O Amendment to Master Agreement for Treasury Management Services Treasury Management Services © 2020 Wells Fargo Bank, N.A. All rights reserved. Introduction This Amendment supplements and modifies the Master Agreement for Treasury Management Services ("Master Agreement") for Weld County. "You," "your" or "yours" refers to the customer identified in the immediately preceding sentence. The terms "we," "us," or "our" refer to the Bank. Capitalized terms used but not defined in this Amendment are defined in the Master Agreement. This Amendment constitutes part of the Service Documentation as defined in the Master Agreement. If there is a conflict between this Amendment and the Master Agreement or other Service Documentation, this Amendment will control. Except as expressly modified by this Amendment, all terms and provisions of Master Agreement and Service Documentation will continue to apply with full force and effect. Amendment We agree that the Master Agreement governing our relationship with you is amended as follows: 1. The following text is added at the end of Section 3 of the Master Agreement (titled "Changes to services"): "Notwithstanding the immediately preceding paragraph, through the Initial Term End Date (as defined below) Bank will not change the fees for Services reflected on Attachment A, except: • in order to reflect the impact of any change in Applicable Law; ® in the event your Service usage volume is materially lower than that reflected on Attachment A; ® for changes to Bank's pricing methodology for Services, including element IDs associated with a Service, so long as the change does not increase the total price of the Services to you (unless permitted under one of the two immediately preceding bullet points). If you implement additional Services not described on Attachment A prior to the Initial Term End Date, the fees for such additional Services will be as disclosed to you in connection with the implementation of such additional Services." 2. The following text is added at the beginning of Section 4 (titled "Term and termination") as a new first sentence: "Subject to the termination provisions below, the initial term of this Agreement will commence on November 1, 2020 and expire on October 31, 2023 ("Initial Term End Date"), and this Agreement may be extended for not more than 2 additional one-year extension terms by your and our mutual consent." 3. The text of Section 12 (titled "Governing Law") is deleted in its entirety and replaced with the following: "Governing law. The Service Documentation will be governed by: (a) U.S. federal law and (b) the law of the State of Colorado, without reference to its principles of conflicts of laws ("Governing Law")." 2 Amendment to Master Agreement for Treasury Management Services I October .5, 2020 4. The text of Section 14 (titled "Jurisdiction") is deleted in its entirety and replaced with the following: "Jurisdiction. For any proceedings regarding this Agreement (other than a proceeding subject to arbitration), you and we each hereby irrevocably submits to the jurisdiction of the courts of the State of Colorado or the federal courts located there and irrevocably agrees that all claims relating to the proceeding may be heard or determined in those courts." WELLS FARGO BANK, N.A. Weld County By: ././"" Name: Ryan sass Name: Mike Freeman Title: Relationship Manager Title: BOCC Chair Date: 10/14/2020 Date: By: OCT 10 2020 3 Amendment to Master Agreement for Treasury Management Services I October 5, 2020 02-00go 2//r Attachment A Pricing for Specified Treasury Management Services See Attached 4 Amendment to Master Agreement for Treasury Management Services I October 5, 2020 *WELLS FAIRGO Treasury Management Proposal Weld County - Contract Pricing Pricing as of September 2020 ACH Fraud Filter 34333 34333 34335 ACH CEO FRAUD FILTER REVIEW MO BASE ACH CEO FRAUD FILTER REVIEW MO BASE ACH CEO FRAUD FILTER REVIEW - ITEM 5.00000 25.00000 1.00000 55.00 25.00 9.00 ACH Origination 34342 34340 ES280 ES211 ES210 ES216 ES206 06504 06503 06506 06511 ES803 ES801 ES237 34377 ACH1 D ACHYD ACH2D ES480 ES481 ES391 ACH WELLS FARGO NOC - FAX ADVICE ES231 ACH CEO RETURN SUBSCRIPTION - ITEM ACH CEO RETURN SUBSCRIPTION -ACCOUNT ACH MONTHLY BASE ACH ONE DAY ITEM ACH TWO DAY ITEM ACH SAME DAY ACH ORIGINATED - ADDENDA REC ACH RETURN ADMIN -MANUAL ACH RETURN ITEM -MANUAL ACH RETURN UNAUTHORIZED -MANUAL ACH RETJRN UNAUTHORIZED QUALITY FEE ACH PAYMENTS ONLINE BATCH RELEASE ACH TRANSMISSION CHARGE ACH FAX SERVICE ACH PAYMENTS BASE FEE ACH PAYMENTS ONE DAY ITEM ACH PAYMENTS SAME DAY ITEM ACH PAYMENTS TWO DAY ITEM ACH NOC - FAX ADVICE ACH NOC - INFO REPORTING ADVICE ACH DE FTE/REVERSE - BATCH/FILE 0.05000 15.00000 20.00000 0.03000 0.03000 0.25000 0.01000 2.00000 2.00000 2.00000 5.00000 5.00000 5.00000 0.50000 20.00000 0.03000 0.25000 0.03000 2.00000 1.00000 0.00000 20.00000 14 7 6 771 2,557 28 238 4 1 15 15 13 38 35 4 146 21 6 50 3 4 1 0.70 105.00 120.00 23.13 76.71 7.00 2.38 8.00 2.00 30.00 75.00 65.00 190.00 17.50 80.00 4.38 5.25 0.18 100.00 3.00 0.00 20.00 ACH Receive ES344 ACH RECEIVED ITEM 0.02000 857 17.14 Account Reconcilement DS322 34337 12687 12377 12060 12061 12604 12430 12684 34350 12694 ARP PARTIAL RECONCILIATION - ITEM CEO CHECK ISSUES -ITEM ARP AGED ISSUE RECORDS ON FILE -ITEM ARP FULL RECON-ITEM ARP MONTHLY BASE - FULL ARP MONTHLY BASE - PARTIAL ARP OPTIONAL REPORTS ARP OU-PUT - TRANSMISSION ARP PAPER STMT/REPORT MONTHLY BASE CEO ARP STMT & RPTS MONTHLY BASE OUTGOING TRANSMISSION - PER ITEM 0.05000 0.01000 0.00000 0.01000 10.00000 10.00000 0.00000 5.00000 0.00000 0.00000 0.00000 2 81 1,926 1,354 6 6 190 25 1 12 2,432 0.10 0.81 0.00 13.54 60.00 60.00 0.00 125.00 0.00 0.00 0.00 Branch Services 22810 WF CHK CASHED FOR NONACCT HOLDER 7.50000 Customer Proposal Report 1 7.50 0.20 20.00 25.00 0.50 0.03 1.50 6.50 40.00 0.05 0.05 25.00 15.00 08174 08173 08351 08190 08189 08071 08110 08400 08416 08290 08132 CASH VAULT DEPOSIT CASH AND CHECK CV CASH ONLY OR CHECK ONLY DEPOSIT CASH VAULT ADJUSTMENT REPORT -EMAIL CASH VAULT CASH ORDER -CALL IN CASH VAULT CASH ORDER-TOUCHTONE CASH VAULT COIN DEP-PARTIAL/MIX BAG CASH VAULT COIN FURNISHED - ROLLED CASH VAULT CURRENCY FURN-NONSTD CASH VAULT CURRENCY FURNISHED CASH VAULT CURRENCY/COIN DEPOSITED CASH VAULT MONTHLY BASE 0.75000 0.75000 0.00000 10.00000 4.00000 12.00000 0.12000 0.00160 0.00130 0.00130 12.50000 29 251 1 7 14 1 88 9,625 1,000 768,581 21 21.75 188.25 0.00 70.00 56.00 12.00 10.56 15.40 1.30 999.16 262.50 Controlled Disbursement 21622 21557 14070 14225 14110 12816 15017 15003 15007 701 706 741 746 790 CONT DISB CASHED CHECK -FLOAT FEE CONT DISB MICR RJECTS OVER 2% CONT DISB ACCT MAINT W/CXSTR CONT DISB CHECKS PAID CONT DISB CREDITS POSTED Desktop Deposit/Electronic Check DESKTOP DEPOSIT IMAGES RETRIEVED DESKTOP DEPOSIT MONTHLY BASE DESKTOP DEPOSIT REPORT PER ITEM DESKTOP DEPOSIT -DEPOSIT CREDITED DESKTOP DEPOSIT -DEPOSITED ITEM ONUS DESKTOP DEPOSIT -DEPOSITED ITEM WF ELEC DEPOSIT -DEPOSITED ITEM ONUS WF ELEC DEPOSIT -DEPOSITED ITEM ELECTRONIC DEPOSIT - DEP ADJUSTMENT 0.00000 0.00000 20.00000 0.08000 0.20000 0.00000 15.00000 0.00000 0.10000 0.03500 0.06000 0.02000 0.04500 0.00000 2 65 4 921 85 532 6 11,561 203 1,011 4,212 2,096 10,195 2 0.00 0.00 80.00 73.68 17.00 0.00 90.00 0.00 20.30 35.39 252.72 41.92 458.78 0.00 General Account Services CK001 22051 CK021 CK018 CK049 ACCOUNT MAINTENANCE W/ CHK RETURN ACCT MAINTENANCE DEBITS POSTED ELECTRONIC CREDITS POSTED DDA STATEMENT - PAPER 5.00000 5.00000 0.08000 0.03000 0.00000 2 6 325 948 1 10.00 30.00 26.00 28.44 0.00 General Disbursement Services 12670 22068 22202 STOP PAYMENT - ONLINE CHECKS RETURNED W/STATEMENT-ITEM DDA CHECKS PAID 5.00000 0.00000 0.08000 10 139 421 50.00 0.00 33.68 Image Delivery DS255 WELLSIMAGE PAID CHECK PER ITEM 27707 CEO SEARCH 0.02000 0.50000 Customer Proposal Report 1,313 62 26.26 31.00 0.10 20.00 0.01 Monthly Volum0 • 12812 12815 22020 22015 CEO IMAGE VIEW < 90 DAYS - ITEM CEO IMAGE VIEW > 90 DAYS - ITEM WELLSIMAGE PAID CHECK MONTHLY BASE WELLSIMAGE PAID CHECK PER CD 0.50000 0.50000 0.00000 10.00000 13 3 1 1 6.50 1.50 0.00 10.00 Incoming Wire Transfers ES030 WIRE IN - DOMESTIC 5.50000 2 11.00 Informaticn Reporting 34123 34128 34121 34120 34115 34100 34250 34251 34252 CEO EVENT MESSAGING SERVICE - EMAIL CEO EVENT MESSAGING SERVICE - TEXT CEO INTRADAY REPORTING ITEMS RPTD CEO INTF.ADAY REPORTING MAINTENANCE CEO PRE'✓ DAY REPORTING ITEMS LOADED CEO PRE'✓ DAY REPORTING MAINTENANCE INFO REPORTING HISTORY STORAGE 30 INFO REPORTING HISTORY STORAGE 60 INFO REPORTING HISTORY STORAGE 90 0.25000 0.35000 0.03000 15.00000 0.03000 15.00000 0.01000 0.01000 0.01000 418 5 863 7 2,910 11 2,186 2,149 792 104.50 1.75 25.89 105.00 87.30 165.00 21.86 21.49 7.92 Other Non TM IAMTH RECOUPMENT MONTHLY 0.12750 12,737 1,623.97 Paper Checks Deposited 001 DEPOSITED CHECKS - ON US 002 DEPOSITED CHECK 0.04000 0.05500 21 122 0.84 6.71 Payment Manager 28145 ED290 28231 28005 PAYMENT MGR COMML CRD CCER PMT PAYMENT MANAGER MONTHLY BASE PAYMENT MGR EMAIL SERVICE PAYMENT MGR INBOUND TRANSMISSION 0.00000 150.00000 0.25000 5.00000 46 1 14 14 0.00 150.00 3.50 70.00 Positive Pay DS191 34336 12505 12903 12907 PAYEE VALIDATION STANDARD -ITEM POSITIVE PAY EXCEPTION - CEO IMAGE POSITIVE PAY EXCEPTION CHECKS RETND POSITIVE PAY EXCEPTIONS - ITEM POSITIVE PAY MONTHLY BASE 0.00000 0.25000 0.00000 0.75000 0.00000 1,340 9 8 10 11 0.00 2.25 0.00 7.50 0.00 Returnee Items CK062 CK064 C K061 CK075 34235 34236 CEO RETURN ITEM RETRIEVAL -IMAGE CEO RETURN ITEM SERVICE MTHLY BASE RETURN ITEM - CHARGEBACK RETURN ITEM REDEPOSITED CEO RE -N ITEM SUBSCRIPTION PER ACCT CEO RE -URN DECISIONING PER ITEM 1.00000 0.00000 1.00000 0.75000 15.00000 1.00000 Customer Proposal Report 66 3 21 14 2 8 66.00 0.00 21.00 10.50 30.00 8.00 10.00 0.50 0.50 20.00 20.00 0.02 0.07 200.00 2.50 1.50 20.00 Sweep 34110 22087 22094 SWEEP ACCOUNT POSITION REPORT SWEEP STAGECOACH MUTUALFND ELECTNIC SWEEP STAGECOACH MUTUAL FND MO BASE 10.00000 0.00000 20.00000 1 1 1 10.00 0.00 20.00 Wires Origination and Reporting 34205 ES073 ES167 ES075 ES141 ES139 34207 CEO WIRE XFR DETAIL US ACCT MO BASE WIRE MONTHLY DDA BASE - VOICE WIRE SECURITY PIN MONTHLY BASE WIRE TEMPLATE STORAGE MONTHLY BASE WIRE BOOK TRANSFER - CEO WIRE OUT DOMESTIC - CEO CEO WIRE XFR DETAIL US ACCT ITEM 15.00000 0.00000 0.00000 0.25000 6.00000 9.00000 1.00000 3 1 5 17 1 1 10 45.00 0.00 0.00 4.25 6.00 9.00 10.00 Zero Balance Account (ZBA) DS510 DS001 ZERO BALANCE MASTER ACCOUNT MAINT ZERO BALANCE MONTHLY BASE 25.00000 7.50000 1 3 25.00 22.50 E -BOX 34602 34601 ED515 ED516 ED500 ED470 ED524 CEO E -BOX RPT - ITEM CEO E -BOX RPT SUBSCRIPTION MO BASE E -BOX PAYMENT RETURN E -BOX PAYMENT REVERSED E -BOX MONTHLY MAINT (W/CROSS REF) E -BOX PAYMENT E -BOX REVERSAL REPORTING MTHLY BASE 0.01000 25.00000 0.06000 0.05000 100.00000 0.01000 10.00000 375 1 1 1 1 375 1 3.75 NEW 25.00 NEW 0.06 NEW 0.05 NEW 100.00 NEW 3.75 NEW 10.00 NEW New Total Monthly Activity Charges Without E -Box $ 6,972A2 Previous Total Monthly Activity Charges $ 7,941.99 New Total Monthly Acivity Charges With E -box $ 7,114.73 enlisr Setup charges 28043 E -BOX SET UP 1,500.00000 20.00 50.00 10.00 1 1,500.00 WAIVED Total Setup Charges lialna 1,500.00 A CEO Wire book transfer is between two accounts initiated via CEO Wires Book Transfer workflow. Customer Proposal Report WAIVED WF Code, ,. Description Monthly Activity® Volume Charges A Payment Manager book transfer is charged when the debit and credit accounts are setup in a single CEO Company id and entitled to Book Transfer. Alerts Users are only charged for the first 80 events per month. There is no per company cap for billing. This proposal was created for you based on your requirements and the services you expressed interest in. This document confirms the deposit and treasury management services and the prices that we plan to provide you based on certain assumptions including, projected volumes and other relevant information that you provided and the deposit and treasury management services you selected. The pricing is subject to change if the actual volume and/or scope of services differ from the assumptions upon which the pricing estimate was based. Please let us know if you believe this document does not accurately represent the prices or services you agreed to. For additional service definitions, please contact your Treasury Management Sales Consultant or visit: www.wellsfargo. co m/accou ntanalysis This document is a confidential pricing agreement between Wells Fargo Bank and the Customer. Neither party has the right to share this information with any entity or entities outside of their organization, without the permission of the other party. Customer Proposal Report WELLS FARGO Mas c i Treasri greement for ry ManagemM!1nt The Service Documentation contains the terms under which Wells Fargo Bank, N.A. and the banks, branches or subsidiaries listed in Appendix X (each, "Bank") provide you treasury management services ("Services"). "You," "your" or "yours" refer to the Bank customer identified on the Acceptance of Services that is signed when you enroll in Services ("Acceptance"). The terms "we," "us," or "our" refer to the Bank. The Bank customer to which the Services will be provided is identified in the Acceptance. Other capitalized terms used in this Master Agreement for Treasury Management Services ("Agreement") are defined in this document. You and we agree: 1. Service documentation. The Service Documentation contains the terms governing each Service and includes: a. The Service Description (which contains terms and conditions applicable to the specific Service), b. The Acceptance (which indicates your acceptance of the Service Documentation), c. This Agreement (which contains terms and conditions applicable to all Services), d. The account agreement governing the account(s) (each, an "Account") you use in connection with the Service, e. The Product Enrollment Form (which contains set-up information for each Service in which you are enrolling), and f. User Guides (which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices). The documents and individual provisions of the Service Documentation are intended to be read together as one agreement between you and us. This Agreement and the Service Descriptions for Services you enroll in are posted at our Commercial Electronic Office® (CEO®) portal. If there is a conflict among the documents that are part of the Service Documentation, they will govern in the order listed above. Your use of a Service confirms your receipt of, and agreement to be bound by, this Agreement and all Service Documentation. 2. Services. You and we will agree upon the Services to be provided. Each Service is subject to the approval by our applicable branch or subsidiary. You may not begin using a Service until we have received all required and properly executed forms and you have successfully completed any testing or training requirements. 3. Changes to services. We may change (or add to) the terms and fees in the Service Documentation at any time. If an enhancement to a Service or other change requires a change to a Service Description, we will post an updated Service Description on the CEO portal. When required by Applicable Law, we will notify you of the change. If you continue to use a Service after the change takes effect, you will be bound by the change. As used in this Agreement, the term "Applicable Law" means all applicable laws (including common or customary laws), statutes, constitutions, policies, decrees, judgments, treaties, regulations, directives, by-laws, rulings, orders or operating circulars governing our activities and/or any transaction effected under this Agreement, including, but not limited to, the funds transfer system and clearing and settlement house rules. © 2019 Wells Fargo Bank, N.A. All rights reserved. 4. Term and termination. Unless a Service is terminated in accordance with the Service Documentation, this Agreement and each Service will continue in effect until terminated by either party upon 30 days' prior written notice to the other party. We may suspend or terminate any Service: a. After we notify you of a breach of any provision of the Service Documentation or any other agreement with us, and you fail to cure the breach (if it can be cured) within 15 days of the date of the notice; or b. Without prior notice to you if: i. We reasonably suspect that an Account associated with a Service has been compromised or otherwise subject to irregular, unauthorized, fraudulent, or illegal activity, ii. You become subject to any insolvency or bankruptcy proceeding, or any receivership, liquidation, reorganization, or other similar proceeding, or you enter into any agreement or proceeding for voluntary liquidation, dissolution, composition with or assignment for the benefit of creditors or other winding up, iii. We determine in our sole discretion that continuing to provide a Service may place us at risk of financial loss or result in an unacceptable credit exposure, iv. Any guaranty of your obligations to us ("Guaranty") is terminated, revoked, or its validity contested by the guarantor ("Guarantor"), v. We determine in our sole discretion that a material adverse change has occurred in your ability to perform your obligations under the Service Documentation, or in the ability of a Guarantor to perform its obligations under a Guaranty, or vi. The Account necessary to provide a Service is closed. The termination of a Service will not affect your or our respective rights with respect to transactions occurring before the termination. We will not be liable to you for any losses or damages you may incur as a result of any termination of any Service or termination or restriction of any CEO portal access rights under section 9(d) below. 5. Service fees. You will pay us the fees described in the Service Documentation and any taxes applicable to each Service, however designated, but excluding taxes based on our net income. We may debit your Account for any fees not covered by earnings credits and any taxes that are due, or we may send you an invoice for these amounts, which you will promptly pay. Our charges and fees are in the applicable fee schedule for Services used in connection with your Account. 6. Security procedures. a. Unless otherwise agreed, you agree that "Security Procedure" is the applicable security procedure described in the Service Documentation for your Initiation Method for the Service, which we will use to verify the authenticity of a Transaction. The term "Initiation Method" refers to the method we offer in the product enrollment form ("Set-up Form") or other Service Documentation for delivering your Transaction instructions to us with respect to the applicable Service and includes any applicable transmission protocols. The term "Transaction" means (i) any funds transfer or payment instruction (including any communication cancelling or amending an instruction), and (ii) any instruction, data or other information which we receive in your name with respect to a funds transfer. The purpose of the Security Procedure is to verify the authenticity of the Transaction. We will not use the Security Procedure to detect an erroneous or duplicate transaction. You will be responsible for any erroneous or duplicate transaction we receive in your name. You agree to be bound by each Transaction, whether or not authorized by you, issued in your name and accepted by us in compliance with the Security Procedure for the Service. b. You agree that each Security Procedure for the Initiation Method in the Set-up Form or other Service Documentation for each of the Services (a) best meets your requirements with regard to the size, type and frequency of your Transactions, and (b) is commercially reasonable. If you have refused to use any standard Security Procedure and elect a non-standard Security Procedure, then you must sign the Non -Standard Security Procedure Elections form. Page 2 Master Agreement for Treasury Management Services I Revised November 8, 2019 7. Confidential information. Unless otherwise stated in the Service Documentation, "Confidential Information" means all (a) User Guides and Terms and Use, and (b) Security Procedures, passwords, codes, security devices and related instructions. You will not acquire any ownership interest in or rights to Confidential Information as a result of your use of any Service. You will: a. Maintain the confidentiality of the Confidential Information, b. Not disclose (or permit your employees or agents to disclose), copy, transfer, sublicense, or otherwise make any of it available to any person or entity, other than your employees who have a need to use the Confidential Information in connection with the applicable Service, and c. Not decompile, reverse engineer, disassemble, modify, or create derivative works of any Confidential Information. You will notify us immediately if you know of or suspect any unauthorized disclosure, possession, use, or knowledge (each, an "Unauthorized Use") of any Confidential Information. If you (or your employees or agents) are responsible for the Unauthorized Use, you will, at your expense, promptly take all actions, including initiating court proceedings to recover possession and prevent further Unauthorized Use of the Confidential Information. You will also compensate us for any injury caused to us as a result of the Unauthorized Use. 8. Currency conversion. When your instructions require us to convert the amount of a payment order from the currency in which the Account is denominated ("Account Currency") to another currency ("Foreign Currency"), we will do so using the Applicable Exchange Rate in effect at the time we execute your payment order. "Applicable Exchange Rate" means the exchange rate we set and use for you when we convert one currency to another currency and includes a markup over our cost of sourcing the relevant currency. The markup factors include costs incurred, market risks and our desired return. The exchange rate we provide to you may be different from the exchange rates you see elsewhere. Foreign exchange rates are dynamic, and rates fluctuate over time based on market conditions, liquidity, and risks. If a financial institution designated to receive the funds does not pay the beneficiary specified in the payment order, and the funds are returned to us, we will not be liable to you for a sum greater than the amount of the payment order after we have converted it from the Foreign Currency to the Account Currency using the Applicable Exchange Rate in effect at the time the funds are returned to us. You accept the risks of any change in the Applicable Exchange Rate between the time you request a payment order and the time the payment order is either completed or is unwound due to a cancellation, an amendment, a rejection, or a return. 9. CEO portal. a. Description of the CEO portal. The CEO portal is our electronic banking portal that is accessed via the Internet. Your Authorized Agents (defined below) may use the CEO portal to access (i) Services in which you have separately enrolled (each, an "Accessed Service") and (ii) third -party sites we may make available through the CEO portal. We offer different channels through which you may access the CEO portal, including personal computers and mobile devices. We may add or eliminate channels at any time. A Service or third party site accessible through one channel may not be accessible through another channel. b. Access to the CEO portal. When you enroll in the CEO portal, and as we may determine is necessary after enrollment, we will provide Log -On Credentials (defined below) to the persons who are authorized to access the CEO portal on your behalf (each, an "Authorized Agent"). Log -On Credentials mean one or more secure methods we provide to access the Services and may include user IDs, passwords, token IDs, and other methods that we adopt from time to time. We have no obligation to separately verify or authenticate any communication we receive in your name through the CEO portal, whether or not it was actually from an Authorized Agent. You assume the entire risk of (i) unauthorized use of your Log -On Credentials and (ii) unencrypted electronic transmissions. Page 3 Master Agreement for Treasury Management Services I Revised November 8, 2019 c. Administration of the CEO portal. We offer two options for administering the CEO portal: (i) Administration and (ii) Bank administration. i. Administration. If you enroll in the Administration option, there are three categories of Authorized Agents: Company Administrator, Administrator, or User. Unless you and we separately agree, we will provide Log -On Credentials only to your initial Company Administrator(s) who will (a) assign Log -On Credentials to other individuals and (b) designate those individuals as one of the following: (1) A Company Administrator, who may perform all functions of your initial Company Administrator, (2) An Administrator, who may perform all functions of an Administrator including designating other Administrator(s) and User(s), or (3) A User, who may access the Services designated by a Company Administrator or an Administrator, as well as those Services in which we permit a User to self -enroll. Each Company Administrator and Administrator has the authority to enroll you in additional Services. In addition to your use of Administration as described in this subsection, you may request that we assign Log -On Credentials to Users that you designate in writing to us. Your designation to us will specify the Services which the User is authorized to access in addition to those Services in which we permit a User to self -enroll. ii. Bank administration. For the Bank administration option, there is one category of Authorized Agent: Users. We will assign Log -On Credentials to each User you designate. You will promptly revoke the Log -On Credentials of any Authorized Agent or User when that individual is no longer authorized to access the CEO portal. If you notify us in writing to revoke the Log -On Credentials of an Authorized Agent or User, we will have a reasonable time after receiving your written notification to revoke the individual's access. d. Terminating access. We may terminate or restrict any Authorized Agent's access to any Service through the CEO portal if we determine such use: i. Does not comply with any term applicable to the CEO portal, ii. Is not permitted by Applicable Law, iii. Is not authorized by you or any third party whose authorization we believe is necessary, or iv. Should be denied for your or our protection (without us agreeing to or being required to make this determination in any circumstance). e. Financial information. Financial market data, quotes, news, research, and other financial information developed by third parties and transmitted to us ("Financial Information") may be available to you at the CEO portal. The posting of any Financial Information or any other information or data at the CEO portal is not a recommendation by us of any particular Service or transaction. We do not guarantee the accuracy or completeness of any Financial Information, nor are we responsible for (i) the actions or omissions of the third parties developing or transmitting Financial Information or (ii) any decision you make or action you take by relying on any Financial Information. 10. Alerts. a_ Non -subscribed alerts. When you enroll in the CEO portal or other channels or Services, you consent to receiving by email or other delivery channels, servicing messages that we determine are important or urgent. You do not need to subscribe to receive such alerts and you do not pay additional service fees. b. Subscribed alerts. You may also enroll in fee -based alerts for applicable Services so that you can receive messages you subscribe to at she intervals and through delivery channels that you choose. 11. Liability and indemnification. a. We are not obligated to honor, in whole or in part, any payment order or other instruction that: i. Exceeds the available balance in the Account, unless otherwise provided in the Service Documentation, Page 4 Master Agreement for Treasury Management Services 1 Revised November 8, 2019 ii. Does not comply with the Service Documentation or our applicable policies, procedures, or practices made available to you, iii. We have reason to believe may not have been duly authorized, should not be honored for our or your protection, or involves funds subject to a hold, dispute, restriction, or legal process, or iv. Would possibly result in us not complying with Applicable Law. b. Neither we nor our software vendors make any express or implied representations or warranties with respect to the Services or any software used in connection with the Services, including any warranty as to the merchantability or fitness for a particular purpose, other than those expressly set forth in the Service Documentation. c. Any claim, action, or proceeding against us for losses or damages arising from a Service, must be brought within one year from the date of the act or omission, except as otherwise stated in the account agreement governing the Account. d. We will have no liability for our failure to perform or delay in performing a Service if the failure or delay is due to circumstances beyond our reasonable control. If we determine that any funds transfer or communications network, Internet service provider, or other system used to provide a Service is unavailable, inaccessible, or otherwise unsuitable for use by you or us, we may, upon notice to you, suspend or discontinue the affected Service. e. We will only be liable to you for actual damages incurred as a direct result of our failure to exercise reasonable care in providing the Services. Reasonable care requires only that we follow standards that do not vary unreasonably from the general standards followed by similarly situated banks. Our policies and procedures are general internal guidelines for our use and do not establish a higher standard of care for us than otherwise established under Applicable Law. A mere clerical error or an honest mistake will not be considered a failure by us to perform any of our obligations. Our liability to you will be limited to an amount not greater than 10 times our fees incurred in the calendar month immediately before the calendar month in which the loss or damages were incurred (or, if no fees were incurred in that month, our fees incurred in the month in which the losses or damages were incurred). f. Except in the case of our negligence or intentional misconduct, you will indemnify and hold us, our directors, officers, employees and agents ("Representatives") harmless from all losses or damages that arise out of: i. The performance of a Service in compliance with the Service Documentation, including any warranty we are required to make to a third party in connection with a Service, ii. An act or omission of any of your agents, couriers, or Authorized Agents, and iii. If the Service includes a license or sublicense of any software, any use or distribution of the software by you or any person gaining access to the software through you that is inconsistent with the license or sublicense. You will promptly provide us with written proof of loss, and notify us if you become aware of any third party claim related to a Service. You will cooperate fully (and at your own expense) with us in recovering a loss. If we reimburse you, we or our designee will be subrogated to all of your rights (i.e., we will be entitled to assert any legal rights you had relating to the claim). g. Except as expressly provided otherwise in the Service Documentation, neither party nor its Representatives will be liable to the other party for: i. Any special, consequential, incidental (including court costs and attorneys' fees), indirect, or punitive losses or damages, or ii. Business interruption, loss of profits, loss of business, loss of revenue, loss of goodwill, loss of opportunity, loss or injury to reputation, or loss of anticipated savings, whether any claim is based on contract or tort, or whether the likelihood of these losses or damages was known to the other party and regardless of the form of the claim or action. h. When you send payments on behalf of your third party customers, you agree you are solely liable to your customers for any and all losses those customers may suffer. We exclude all and any liability of whatever nature (including those losses detailed in subsection g above) arising out of your relationship with your customer. Page 5 Master Agreement for Treasury Management Services I Revised November 8, 2019 12. Governing law. The Service Documentation will be governed by: (a) U.S. federal law and (b) the law of (i) the U.S. state in which the office of Bank that maintains the Account is located or, if there is no such state or no account associated with such Service, (ii) the State of New York, without reference to its principles of conflicts of laws ("Governing Law"). 13. Arbitration agreement. Upon demand by you or us, any dispute or claim arising out of or relating to this Agreement, or the breach thereof, must be submitted to arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, and must be heard before three arbitrators if the amount in dispute is US $5,000,000 or more or its equivalent in any other currency, and before one arbitrator for amounts in dispute of less than US $5,000,000 or its equivalent in any other currency. Arbitration will proceed in a location selected by AAA in the state of the applicable Governing Law, and if there is no such state, the place of arbitration must be New York, NY. The language of the arbitration must be English. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This arbitration requirement does not limit the right of you or us to: (a) exercise self-help remedies including setoff or (b) obtain provisional or ancillary remedies such as injunctive relief or attachment, before, during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of you or us to submit any dispute to arbitration hereunder, including those arising from the exercise of the actions detailed in (a) and (b) of this section. 14. Jurisdiction. For any proceedings regarding this Agreement (not subject to arbitration as provided in this Agreement), you hereby irrevocably submit to the jurisdiction of the courts of the Borough of Manhattan, New York City, in the State of New York or the federal courts located there and irrevocably agree that all claims in relating to the proceeding may be heard or determined in those courts. 15. Miscellaneous. a. Severability. Any portion of the Service Documentation which is inconsistent with Applicable Law or Governing Law will be deemed modified and applied in a manner consistent therewith, and we will incur no liability to you as a result of the inconsistency or modification and application to any dispute regarding the Service Documentation. If any portion or provision of the Service Documentation is deemed unenforceable, it will not affect the enforceability or validity of the remaining Service Documentation nor the enforceability or validity of that portion or provision under the law of any other jurisdiction. b. Entire agreement. The Service Documentation (and any documents referred to therein): i. Constitutes the entire agreement between you and us regarding the Services we provide for all Accounts opened with us, and ii. Supersedes and extinguishes all prior agreements, understandings, representations and warranties of any nature (including requests for proposals and other sales material), whether oral or written, between you and us relating to any of our Services (including any other Master Agreement for Treasury Management Services, but excluding the current Commercial Account Agreement or Global Commercial Account Agreement, as applicable). c. Electronic agreement. To facilitate execution, the Service Documentation may be executed by a party in the form of an "Electronic Record" (as defined in the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. ["ESIGN Act"]). The Service Documentation may be executed in as many counterparts as may be required to reflect all parties' approval, and all counterparts will collectively constitute a single agreement. An "Electronic Signature" (as defined in the ESIGN Act) that can be authenticated will constitute an original and binding signature of a party. The fact that a document is in the form of an Electronic Record or is signed using an Electronic Signature will not, in and of itself, be grounds for invalidating such document. d. No waiver. Neither our failure nor any delay by us in exercising any right or remedy will be deemed to be a waiver of the right or remedy. No course of dealing or waiver of any right on one occasion will constitute a modification of the Service Documentation or be a waiver of that right on a subsequent occasion. e. Third party beneficiaries. Except as otherwise provided in the Service Documentation, no person or entity other than the parties to this Agreement will be deemed to be a third party beneficiary under the Service Documentation. Page 6 Master Agreement for Treasury Management Services I Revised November 8, 2019 f. Financial condition. You will provide us promptly upon our request any existing financial statements or other information pertaining to your financial condition or any previously unprepared financial statements which we may require you to prepare and/or to be audited or reviewed by independent certified public accountants acceptable to us. g. Your representations and warranties. You represent and warrant that: (i) you will not use any Service in a manner that would violate any Applicable Law by you or us; (ii) if you employ an agent in connection with its use of any Service, you represent and warrant to us that: (1) your governing body has duly authorized the agent; (2) you will exercise appropriate controls to ensure each authorized agent does not exceed the authority granted to it; and (3) you will preserve the confidentiality of the Log -On Credentials and immediately notify us if you become aware or suspect that any Log -On Credential may have been compromised. h. Use of names. You and we will not use each other's name or refer to our relationship in any solicitation, marketing material, advertisement, news release, or other written, online or oral communication without specific prior written consent for each such use or release, except that we may use your name as a reference in service proposals if we obtain your prior written approval for such use. i. Notices and communications. Either party may provide notice to the other party by mail, personal delivery, or electronic transmission. i. You will notify us promptly in writing of any change in your name, Address, legal status, or any other changes relevant to the conduct of the Account or affecting your business relationship with us. ii. The term "Address" as used in this Agreement refers to a mailing or electronic address. iii. You will use the Address where your relationship manager or other manager is located and will address any notice to the attention of the manager. iv. Each party will have a reasonable time after receipt of any notice to act on it. v. Any communication or notice to us from your agent about your use of a Service will be deemed to be a communication from you, and you authorize us to communicate with your agent about any such communication or Service. vi. We are entitled to rely on any communication or notice from you that we believe in good faith was authorized by your authorized representative or Authorized Agent and, we will have no obligation to verify or authenticate an identity of a sender or signature on any notice or communication, except as expressly provided in the Service Documentation. 16. Survival. Sections 7, 11 - 15 will survive termination of the Services and this Agreement. Page 7 Master Agreement for Treasury Management Services I Revised November 8, 2019 APPENDIX X Applicable Branches or Subsidiaries of Bank 1. Wells Fargo Bank, N.A. — London Branch 2. Wells Fargo Bank, N.A.—Cayman Islands Branch Page 8 Master Agreement for Treasury Management Services I Revised November 8, 2019 Amendment to Master Agreement for Treasury Management Services — Wells Fargo Bank, N.A. APP_OV' D AS TANCE: APPROVED AS TO ed Offi• al • Department Head APPROVED AS TO FORM: County Attorney Chloe Rempel From: Sent: To: Cc: Subject: Barb Connolly Friday, October 16, 2020 9:33 AM Esther Gesick Bri White; CTB; Chris D'Ovidio; Bruce Barker; Bob Choate; Karin McDougal; Gabe Kalousek; John Lefebvre Re: SIGNATURE REVIEW - Amendment to Master Agreement for Treasury Management Services (Bid #B1200150) - Wells Fargo Bank, N.A. The document that John forwarded is the agreement we need approved. I think the reason it says amendment is because Wells Fargo looks at it that way since we are currently with them. We do need a resolution drafted. Sent from my iPhone On Oct 15, 2020, at 5:16 PM, Esther Gesick <egesick@weldgov.com>wrote: Hi Barb, For clarification, if this is being treated as a stand-alone agreement, will there be a new document coming through that doesn't say 'Amendment' throughout? Either way, it is my understanding that we are to list this and draft a Resolution for a Master Agreement, correct? Esther E. Gesick Clerk to the Board 1150 O Street/P.O. Box 758/Greeley, CO 80632 tel: (970) 400-4226 <image001.png> Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Barb Connolly <bconnolly@weldgov.com> Sent: Thursday, October 15, 2020 1:23 PM To: Bri White <bwhite@weldgov.com>; CTB <CTB@co.weld.co.us>; Chris D'Ovidio <cdovidio@weldgov.com>; Bruce Barker <bbarker@weldgov.com>; Bob Choate <bchoate@weldgov.com>; Karin McDougal <kmcdougal@weldgov.com>; Gabe Kalousek <gkalousek@weldgov.com>; John Lefebvre <jlefebvre@weldgov.com> Subject: RE: SIGNATURE REVIEW - Amendment to Master Agreement for Treasury Management Services (Bid #B1200150) - Wells Fargo Bank, N.A. Good afternoon to all, Since County code actually would make this a required service to be bid we need to approach this a bit differently. 1 Since Douglas County did do an RFP and Wells Fargo came back as the winning bit we can use that as our base for bid. Then in addition to that we did a Best and Final Offer (BFO) to get the contract that we are looking to have the BOCC approve. We need to write up a memo to this effect so there is a clear record of what we are asking the BOCC to approve. John, Give me a call and we can talk about what all needs to go in the memo for the resolution. Ead &couraQ* (P4 Barbara Connolly, CPA Weld. County Government Controller and Purchasing Director 1150 O Street Greeley, CO 80631 (970) 400-4445 Stay Safe Stay Strong Stay Focused <image002.jpg> Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Bri White <bwhite@weldgov.com> Sent: Thursday, October 15, 2020 11:46 AM To: CTB <CTB@co.weld.co.us>; Barb Connolly <bconnollv@weldgov.com>; Chris D'Ovidio <cdovidio@weldgov.com>; Bruce Barker <bbarker@weldgov.com>; Bob Choate <bchoate@weldgov.com>; Karin McDougal <kmcdougal@weldgov.com>; Gabe Kalousek <gkalousek@weldgov.com>; John Lefebvre <ilefebvre@weldgov.com> Subject: SIGNATURE REVIEW - Amendment to Master Agreement for Treasury Management Services (Bid #B1200150) - Wells Fargo Bank, N.A. Good morning, Please review and advise as to placement on the Monday, October 19, 2020, Agenda. Please also remember to reply -all to this email. John - It appears this item associates with Bid #B1200150, document number 2012-3037, but we have no record of the original agreement to the bid. Do you have a copy of the original 2 agreement to the bid and was it signed by the Chair? Also, is it appropriate to associate this amendment with said bid? Furthermore, this amendment does not appear to be consent eligible and will need to be presented to the Board with a Resolution, so please let me know if you'd prefer a different Agenda date. Thank you, Bri White Deputy Clerk to the Board Weld County 1150 O Street Greeley, CO 80631 tel.: 970-400-4219 <image003.jpg> Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. <0608_001.pdf> 3 Hello