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HomeMy WebLinkAboutContract 45281 (2) CITY SECRETARY CONTRACT NO- MASTER SERVICES AGREEMENT MINERAL LEASE MANAGEMENT,DEPOSITORY,AND TRUST SERVICES This MASTER SERVICES AGREEMENT - MINERAL LEASE MANAGEMENT, DEPOSITORY, AND TRUST SERVICES ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and WELLS FARGO BANK, N.A. ("Wells Fargo"), a national banking association, acting by and through its duly authorized Vice Presidents within the Investment & Fiduciary Services and Government& Institutional Banking departments of Wells Fargo Bank, N.A. RECITALS The City and Wells Fargo agree that the following statements are true and correct and constitute the basis on which they have entered into this Agreement. WHEREAS, the City owns multiple tracts of land within its corporate limits on which it has granted revenue-producing mineral leases; and WHEREAS, management of the mineral leases involves processing and accounting for contractual payments, pursuing outstanding balances, and executing division orders and other lease-related paperwork(collectively "Lease Management Services"); and WHEREAS, the City previously engaged a banking institution to provide the Lease Management Services and depository banking services for associated revenue under a contract, the term of which is set to expire; and WHEREAS, the City's adopted policy calls for a portion of mineral revenue to be set aside in one or more trusts; and WHEREAS, the City issued a request for proposals seeking a third-party vendor to provide the Lease Management and associated depository ba ng' ser'vic�s vide ide trustee Master Agreernenkgc* Worth anWells Fargo Bank,N.A. P e I of 15 JAN and investment services for funds placed into the mineral revenue trust; and WHEREAS, Wells Fargo was selected to serve as the third-party provider of these services; and WHEREAS, Wells Fargo proposes to provide the services using a three-tiered approach in which (i) all funds will be initially deposited into an agency account held by Wells Fargo's Trust Department (the "Agency Account"), which will be utilized in providing certain Lease Management Services; (ii) each business day, funds from the Agency Account will be transferred in accordance with the City's instructions to four City-designated depository accounts opened and serviced by Wells Fargo's Government and Institutional Banking Department (the "Depository Accounts"); and (iii) funds will be periodically disbursed from the Depository Accounts in accordance with the City's instructions, with a portion of those funds being deposited in the trust fund known as the Fort Worth Permanent Fund, which will be maintained and managed by Wells Fargo's Trust Department in accordance with the terms of the trust instrument and associated documents (the "Permanent Fund"); and WHEREAS, the purpose of this Agreement is to establish the terms and conditions pursuant to which Wells Fargo will provide the services. NOW, THEREFORE, for and in consideration of the premises outlined above and the mutual covenants herein contained,the City and Wells Fargo do hereby agree as follows: AGREEMENT I. CONTRACT DOCUMENTS; PRIORITY. The relationship between the City and Wells Fargo shall be governed by the following documents (each a "Contract Document", collectively the "Contract Documents"), all of which together constitute a single contract: Master Agreement—City of Fort Worth and Wells Fargo Bank,N.A. Page 2 of 15 Applicable to All Accounts 1. This Master Services Agreement("Agreement") 2. Exhibit A — City of Fort Worth Request for Proposals 12-0172: Banking and Trust Services ("RFP") 3. Exhibit B — Wells Fargo's bid submitted in response to the RFP, including the "Investment and Fiduciary Services —Fee Schedule—Agency, IRA, and Revocable Trust TPB00420 (587210 Rev 01 10/15/11)" (the"Fee Schedule") Applicable to Agency Account 4. Exhibit C—Nonprofit Service Agreement 5. Exhibit D—Nonprofit Service Agreement Addendum 6. Exhibit E—Client Authorization For Single Account(587188 Rev 09 - 07/12)) 7. Exhibit F—Investment Objective Confirmation 8. Exhibit G—Customer Identification New Account Requirements 9. Exhibit H—Wells Fargo U.S. Consumer Privacy Notice (Rev. 10/2012) Applicable to Depository Accounts 10. Exhibit I—Master Agreement for Treasury Services (GIB only) 11. Exhibit J—Commercial Account Agreement Effective May 1, 2005 12. Exhibit K — Addendum to Wells Fargo Bank's Commercial Account Agreement (COM4466 (4/08)) 13. Exhibit L — Wells Fargo Bank Commercial Account Authorization & Agreement (Signature Card) 14. Exhibit M—Self Administration Authorization 15. Exhibit N—Certificate of Incumbency 16. Exhibit O — Authorization Certificate - Depository Accounts and Treasury Management Services 17. Exhibit P—Depository Pledge Agreement 18. Exhibit Q—Payment Authorization Service Setup Form 19. Exhibit R—CEO Wires Company/Account Authorization Form- for Self Administration 20. Exhibit S —RSA SecurID token request form 21. Exhibit T—Acceptance of Services 22. Exhibit U—Wire Transfer Service Description Master Agreement—City of Fort Worth and Wells Fargo Bank,N.A. Page 3 of 15 23. Exhibit V—Funds Availability Policy 24. Exhibit W—Wells Fargo U.S. Consumer Privacy Notice(Rev. 10/2011) 25. Exhibit X—Wells Fargo Stagecoach Sweep Service Description 26. Exhibit Y—Payment Authorization Service Description Applicable to Permanent Fund 27. Exhibit Z—Trust Agreement for the Fort Worth Permanent Fund 28. Exhibit AA—Fort Worth Permanent Fund Investment Policy and Strategy 29. Exhibit BB —Client Authorization For Single Account(587188 Rev 09 - 07/12)) 30. Exhibit CC—Customer Identification New Account Requirements 31. Exhibit DD—Wells Fargo U.S. Consumer Privacy Notice (Rev. 10/2012) The Contract Documents listed as exhibits are attached hereto and incorporated herein for all purposes as though they were set forth at length. With the exception of the Fort Worth Permanent Fund Trust Agreement, in the event and to the extent of any inconsistency between two or more Contract Documents, the documents will be interpreted in the order of the priority listed above, beginning with this Agreement and Exhibits A and B and continuing with those documents identified as governing the specified account type (Agency Account, Depository Accounts, or Permanent Fund). By way of example, if a conflict exists among the Contract Documents governing the Depository Accounts, the order of priority shall be as follows: this Agreement, Exhibit A, Exhibit B, Exhibit I, Exhibit J, Exhibit K, Exhibit L, Exhibit M, Exhibit N, Exhibit O, Exhibit P, Exhibit Q, Exhibit R, Exhibit S, Exhibit T, Exhibit U,Exhibit V, Exhibit W, Exhibit X, Exhibit Y. Notwithstanding the generality of the foregoing, to the extent any of the terms of the executed Trust Agreement (Exhibit Z) conflict with the terms of the draft trust agreement included in the RFP (Exhibit A), the terms of the executed Trust Agreement shall govern. Any documents subsequently incorporated by amendment will be prioritized consistently with the foregoing. II. SCOPE OF SERVICES. Wells Fargo hereby agrees, with good faith and due diligence, to provide the City with certain defined professional management services related to the City's mineral leases; depository banking services for mineral revenues; and asset management services for funds Master Agreement—City of Fort Worth and Wells Fargo Bank,N.A. Page 4 of 15 placed into the Permanent Fund by the City as defined by this Agreement and the attached Contract Documents. The actions and objectives to be accomplished are referred to herein as the"Services." III. TERM. Services shall be provided by Wells Fargo for a term of five years, beginning April 14, 2013, and ending on April 13, 2018, unless terminated earlier in accordance with the provisions of this Agreement or of another Contract Document. This Agreement may be renewed for up to two additional, two-year periods by mutual written agreement of the Parties. IV. COMPENSATION. For all services associated with the Agency Account and Depository Accounts, Wells Fargo shall be paid a flat fee of Sixteen Thousand Dollars ($16,000.00) per month as a reduced fee under the Fee Schedule included in Exhibit B. Payment shall be made in arrears in the form of a debit from the Agency Account. Wells Fargo shall provide the City a report indicating the pro-rated, per-dollar basis for each well according to its relative percentage of the total combined amount received in the Agency Account during the preceding month. Wells Fargo shall document the debiting of the fee in its statements to the City. Wells Fargo's compensation for services associated with the Permanent Fund will be determined using a 20% discount off of the Fee Schedule included in Exhibit B. Payment shall be made in the form of a debit from the Permanent Fund on a monthly, pro-rated, per-dollar basis with each Fund (as defined in the Trust Agreement(Exhibit Z))being debited according to its relative percentage of the total combined amount in all Funds during the preceding month. Wells Fargo shall document the debiting of the fee in its statements to the City._ Wells Fargo shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Wells Fargo not specified by this Agreement unless the City first approves such expenses in writing. Master Agreement—City of Fort Worth and Wells Fargo Bank,N.A. Page 5 of 15 V. NOTICES. Notices to be provided hereunder shall be given by (i) personal delivery (ii) nationally recognized next-day courier service, including overnight, trackable service, or (iii) first class, certified mail, postage prepaid. Notwithstanding anything in any other Contract Document to the contrary, notices shall be effective on (i) receipt by the party to which notice is given, or (ii) on the fifth day following mailing, whichever occurs first. Notice shall be made to the address listed below or to such other address as either party may specify in writing. To: THE CITY: To: WELLS FARGO: City of Fort Worth Wells Fargo Bank, N.A. Attn: City Treasurer Attn: Trust Department 1000 Throckmorton 201 Main Street, Suite 402 Fort Worth TX 76102-6311 Fort Worth, TX 76102 VI. MISCELLANEOUS. 1. Notwithstanding any language in the Commercial Account Agreement (Exhibit J) to the contrary, only those individuals specifically identified and designated via the Commercial Electronic Office Portal or on the City's then-current signature card shall be considered "Authorized Signers" with respect to the Depository Accounts and shall have authority to transact business on those accounts. With respect to the Depository Accounts Wells Fargo may not rely or act on instructions from any individual who is not specifically identified and designated via the Commercial Electronic Office Portal or on the City's signature card, even if that individual otherwise has apparent authority to act. 2. Notwithstanding any language in the Commercial Account Agreement (Exhibit J) to the contrary, Wells Fargo is authorized to make adjustments to the City's Depository Account only to the extent explicitly authorized in the Contract Documents governing the Depository Accounts, and no other adjustment may be made or considered in calculating the"Investable Balance" of those accounts. 3. Notwithstanding any language in the Commercial Account Agreement (Exhibit J) Master Agreement—City of Fort Worth and Wells Fargo Bank,N.A. Page 6 of 15 to the contrary, the City will not be treated as having assumed the risk of any loss that could have been prevented if City had properly used a fraud prevention service recommended by Wells Fargo unless such recommendation was made in writing and delivered to the City at least thirty days prior to the date that the loss occurred. 4. Notwithstanding any language in the Commercial Account Agreement (Exhibit J) or in other Contract Document to the contrary, neither party shall be required to submit any dispute or claim to binding arbitration. If a claim or dispute arises regarding this Agreement, any other Contract Document, or any related matter, the parties agree to make a good faith effort to resolve the issue through non- binding mediation in Tarrant County, Texas, with such mediation to be conducted in accordance with the Commercial Arbitration Rules & Mediation Procedures of the American Arbitration Association or other applicable rules governing mediation then in effect. Either party may, before or during the exercise of this informal dispute resolution process, apply for a temporary restraining order or preliminary injunction where such relief is necessary to protect the party's interests. 5. Notwithstanding any language in the Commercial Account Agreement (Exhibit J) to the contrary, the City will be required to reimburse Wells Fargo, its directors, officers, employees, or agents for any loss, damage, or expense (including attorneys' fees and legal expenses) incurred by Wells Fargo or such related persons or entities or arising out of or in any way connected with Wells Fargo's performance under this Agreement with respect to the Depository Accounts only to the extent that such loss, damage, or expense is the result of negligence or malfeasance by the City, and the City shall have no obligation to reimburse Wells Fargo or associated entities for any loss, damage, or expense that is the result of Wells Fargo's negligence or malfeasance or the negligence or malfeasance of a third party. Each party shall be liable for loss, damage, or expense relating to or arising from that party's negligence, and, in the event of the joint and concurrent Master Agreement—City of Fort Worth and Wells Fargo Bank,N.A. Page 7 of 15 negligence of both Wells Fargo and the City, responsibility and liability, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas. 6. Notwithstanding any language in the Commercial Account Agreement (Exhibit J) to the contrary, if any person or entity makes a claim against funds in City's Account(s), or if Wells Fargo believes that a conflict exists between or among the Authorized Signers on City's Depository Accounts or that there is a dispute over matters such as the ownership of these accounts or the authority to withdraw funds from City's Depository Accounts, Wells Fargo may not (i) honor the claim even if it receives evidence satisfactory to Wells Fargo to justify such claim unless Wells Fargo first presents such evidence to the City and allows City at least two City Business Days to respond to such evidence; or (ii) freeze any funds in City's Account(s) unless Wells Fargo first notifies the City and allows it at least two Business Days to resolve such claim or dispute to the parties' mutual satisfaction. 7. If Wells Fargo accepts and acts on any legal process relating to the City's Depository Accounts that Wells Fargo believes is valid (other than a grand jury subpoena), Wells Fargo will provide the City with timely notice of such process and its actions thereon. 8. The Contract Documents authorize Wells Fargo to take certain actions with respect to the City's Account(s) without advance notice to City, including, but not limited to, adjusting any credit Wells Fargo believes it erroneously made to City's Account(s), refusing to pay or accept any Item for which Wells Fargo is unable to verify the presence of all necessary endorsements, deducting amounts from the City's Account(s) as a result of direct deposits that are returned to the originator, reversing or adjusting credits made to Company's Account(s) for lost or destroyed Deposited Items, revising the "Earnings Allowance Rate" applicable to the City's Account(s), disclosing information about the City's Account(s) under specified Master Agreement—City of Fort Worth and Wells Fargo Bank,N.A. Page 8 of 15 circumstances, and changing an interest rate applicable to a City Account. Wells Fargo will provide the City with reasonably prompt notice after taking any such action. 9. Notwithstanding any language in the Commercial Account Agreement (Exhibit J) to the contrary, a hold that Wells Fargo places on the Depository Accounts as a result of a Notice of Presentment may not remain in place for longer than thirty (30) days unless agreed to in writing by one of the City's Authorized Signers. 10. For purposes of the Contract Documents governing the Depository Accounts, the terms "large cash withdrawals" and "very large amount" shall only refer to transactions involving ten million dollars or more. 11. Notwithstanding anything in the Commercial Account Agreement (Exhibit J) to the contrary, Wells Fargo may not treat any disclosure of the City's Account number to another person as the City's authorization to that person to issue Items drawn on the City's Account. Wells Fargo may not accept or act on any Item related to the Depository Accounts that is issued by an individual who is not specifically designated and identified via the Commercial Electronic Office Portal or on the City's then-current signature card. 12. Notwithstanding anything in the Commercial Account Agreement (Exhibit J) or in any other Contract Documents to the contrary, Wells Fargo shall have no right to setoff against any City Account(s) for obligations that do not arise out of or directly relate to the relevant account, and Wells Fargo may not redeem City shares in a Designated Money Market Fund to apply proceeds to an obligation that the City owes Wells Fargo outside of the relevant account without advance written approval of the City. 13. Notwithstanding anything in any other Contract Documents to the contrary, Wells Fargo acknowledges and agrees that the City is a tax-exempt government entity Master Agreement—City of Fort Worth and Wells Fargo Bank,N.A. Page 9 of 15 and that City shall generally have no obligation to pay any tax with respect to the City's Account(s). 14. Notwithstanding anything in any other Contract Documents to the contrary, Wells Fargo's ability to debit City accounts for fees, expenses, or taxes shall be limited solely to those fees, expenses, or taxes that relate to that particular account. Wells Fargo may not (i) directly debit any City account encompassed by this Agreement for fees, expenses, or taxes that relate to any other City account or (ii) directly debit any City account that is not encompassed by this Agreement for fees, expenses, or taxes that relate to a City account that is encompassed by this Agreement. 15. Notwithstanding anything in the Commercial Account Agreement (Exhibit J) to the contrary, if Wells Fargo closes the City's Depository Account(s), Wells Fargo shall send the Collected Balance on deposit in the City's Account(s) via electronic transfer to another account as designated by the City. 16. Notwithstanding any language in the Commercial Account Agreement (Exhibit J) making implication to the contrary, provisions governing "Commercial Savings Accounts" shall not be applicable to any savings subaccount that Wells Fargo creates with respect to a Depository Account. 17. Notwithstanding any language in the Commercial Account Agreement (Exhibit J) making implication to the contrary, the requirement in the section entitled "Duty to Report Unauthorized and Erroneous Fund Transfers" of Article III of the Commercial Account Agreement that the City notify Wells Fargo of an erroneous or unauthorized fund transfer within a certain period of time shall in no way limit or otherwise affect (i) the City's right to seek balance adjustments in accordance with the section entitled "Statements and Other Account-Related Information" of Article I of the Commercial Account Agreement or (ii) the periods in which City may seek adjustment under that section. Master Agreement—City of Fort Worth and Wells Fargo Bank,N.A. Page 10 of 15 18. Notwithstanding anything in the Commercial Account Agreement (Exhibit J) to the contrary, Wells Fargo's right to convert City's Depository Account(s) to another type of account shall be contingent on Wells Fargo providing the City with written notice at least thirty days prior to the conversion. 19. Notwithstanding any language in any other Contract Document to the contrary, in managing the Permanent Fund assets, Wells Fargo will be subject to and comply with the Fort Worth Permanent Fund Investment Policy and Strategy as adopted by the City Council. 20. Notwithstanding any language in any other Contract Document making implication to the contrary, Wells Fargo shall be responsible for the acts and omissions of sub-advisors, brokers, depositories, or other agents to the extent Wells Fargo fails to exercise reasonable care (defined as the level of care that a similarly situated prudent investor/financial manager would exercise in selecting a sub-advisor, broker, depository, or other agent) in selecting such sub-advisor, broker, depository, or other agent. 21. The City is a governmental entity under the laws of the State of Texas and, pursuant to Chapter 2259 of the Texas Government Code, entitled"Self-Insurance by Governmental Units," is self-insured and is therefore not required to purchase insurance. To the extent any Contract Document requires City to purchase insurance, the City will provide a letter of self-insured status as requested by Wells Fargo. 22. To the extent any Contract Document requires the City to indemnify or hold Wells Fargo or any third party harmless from damages of any kind or character, such obligations are binding on the City only to the extent permitted by law, and nothing in this Agreement or any Contract Document shall be construed or interpreted as to require the City to establish a sinking fund or to levy, assess, or Master Agreement—City of Fort Worth and Wells Fargo Bank,N.A. Page 11 of 15 collect a tax to fund such obligations. 23. To the extent any Contract Document requires the City to pay attorneys' fees such obligations are binding on the City only to the extent such attorneys' fees relate to actions taken on behalf of the City or its Accounts, and nothing in this Agreement or in any Contract Document shall be construed or interpreted so as to impose on the City an obligation to pay Wells Fargo's attorneys' fees in connection with any contractual dispute that may arise between the City and Wells Fargo unless such payment is (i) agreed to in writing by the City in connection with a mediation, settlement, or amendment to this Agreement or (ii) ordered to be paid by a court of competent jurisdiction. 24. Nothing in any Contract Document shall be construed or interpreted to constitute a waiver of the City's sovereign immunity. To the extent any Contract Document requires the City to waive its rights or immunities as a government entity, such provision is hereby deleted and shall have no force or effect. 25. In compliance with Article 11, § 5 of the Texas Constitution, it is understood and agreed that all obligations of the City hereunder are subject to the availability and appropriation of funds. If such funds are not appropriated or become unavailable, the City shall have the right to terminate this Agreement. Wells Fargo shall be entitled to receive payment of fees for services provided (i) through the effective date of termination for the Depository Accounts and(ii) through the effective date of transfer of assets to the City or to a subsequent Trustee for the Permanent Fund and for the Agency Account. 26. This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Tarrant County, Texas. 27. This Agreement shall be binding upon and inure to the benefit of the parties Master Agreement—City of Fort Worth and Wells Fargo Bank,N.A. Page 12 of 15 hereto and their respective legal representatives and successors. 28. In case any one or more of the provisions contained in this Agreement or any Contract Document shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions thereof, and this Agreement and any Contract Document shall be construed as if such invalid, illegal or unenforceable provisions had never been contained. VII. INSURANCE. Wells Fargo shall provide City with memoranda of insurance or certificate of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement or any Contract Document: 1. Coverage Limits Bankers Professional Liability(including Errors and omissions) $1,000,000.00 each wrongful act $2,000,000.00 Aggregate Limit The insurance shall be maintained for the duration of this Agreement for services or for the warranty period, whichever is longer. An annual memorandum of insurance or certificate of insurance submitted to the Client shall evidence coverage. Bank reserves the right to self-insure as respects Bankers Professional Liability Insurance. 2. Discovery &Notice of Claim Provision Notice of claim may be filed anytime during the life of this Agreement, and up to one year following the termination of this Agreement relating to any incident on which the statute of limitations has not run and for which a claim has not been previously made. Master Agreement—City of Fort Worth and Wells Fargo Bank,N.A. Page 13 of 15 VIII. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he or she has the legal authority to execute this Agreement on behalf of his or her respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. IX. ENTIRETY OF AGREEMENT; AMENDMENT. This written instrument (together with any attachments, exhibits, schedules, and appendices) constitutes the entire understanding between the parties concerning the work and services to be performed hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. Notwithstanding anything in any Contract Document to the contrary, this Agreement and the other Contract Documents may only be amended via written instrument signed by both parties and dated after the execution date of this Agreement, provided, however that the parties agree that any applicable changes in local, state, or federal laws, rules, or regulations that may occur during the term of this Agreement shall be automatically incorporated into this Agreement without written amendment hereto and shall become a part hereof as of the effective date of the law, rule, or regulation. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES APPEAR ON FOLLOWING PAGE] Master Agreement—City of Fort Worth and Wells Fargo Bank,N.A. Page 14 of 15 IN WITNESS ,WHEREOF, the parties hereto have executed this Agreement in multiples this day of 2-0.1 a,- CITY OF FORT WORTH: WELLS FARGO BANK, N.A.: By-, By: Susan XIanis Heidi Coombs Ass' City Manager Vice President, Investment & Fiduciary Services Da te:ate: VOR?- TTEST: ATTEST: B By: AIXA-) y -1 U City Secret U X , By: APPROVED AS TO FORM AND Stephen/Callahan LEGALITY: Vice President, Government & Institutional Banking By: ATTEST: Assistant City A ey Ile By: CONTRACT AUTHORIZATION: M&C: P-1 1467 Date Approved: December 11, 2012 ()FFICIA1, RECORD CITYS"ECRE"IARY F Master Agreement—City of Fort Worth and Wells Fargo Bank,N.A. Page 15 of 15 FORT WORTH,,,, PURCHASING DIVISION REQUEST FOR PROPOSALS (RFP) for BANKING AND TRUST SERVICES RFP No. 12-0172 Issued: May 16, 2012 PROPOSAL SUBMISSION DEADLINE: x*xx*** June 14, 2012 by 1:30PM Local Time *x**Xx NO LATE PROPOSALS WILL BE ACCEPTED RESPONSES SHALL BE DELIVERED TO: RESPONSES SHALL BE MAILED TO: CITY OF FORT WORTH PURCHASING DIVISION CITY OF FORT WORTH PURCHASING DIVISION LOWER LEVEL LOWER LEVEL 1000 THROCKMORTON STREET 1000 THROCKMORTON STREET FORT WORTH, TEXAS 76102 FORT WORTH, TEXAS 76102 Pre-Proposal Conference will be held at 2:00 p.m. on NAME AND ADDRESS OF COMPANY Thursday,May 24,2012, in the City's Development SUBMITTING PROPOSAL: Department Conference Room, City Hall,Lower Level, 1000 Throckmorton Street, Fort Worth,Texas 76102 FOR ADDITIONAL INFORMATION REGARDING THIS RFP PLEASE CONTACT: James Rodriguez, Contract Compliance James.Rodriguez@fortworthtexas.gov Contact Person: RETURN THIS COVER SHEET WITH Title: RESPONSE TO: Phone: ( ) Fax: ( ) Email: James Rodriguez Signature: Contract Compliance Printed Name: Purchasing Division Financial Management Services Department Acknowledgment of Addenda: #1 #2 #3 #4 #5 Request for Proposals This Request for Proposals(RFP) is to select a firm or firms to enter into a contract or contracts with the City of Fort Worth for assistance in the financial management of the City's gas and oil mineral assets on or beneath City-owned properties. The selected firm(s)will be awarded a contract to provide various professional services to the City of Fort Worth for its Gas Lease Program. In addition,the Trust fund is to enable prudent financial management of gas well revenues derived from bonuses and royalties received from city-owned lands and other funds representative of mineral revenues to ensure the long-term preservation and growth of the Trust estate to provide a long-term source of revenue. 1.0 SUBMISSION OF PROPOSALS 1.1 One(1)original, seven(7) copies, and one (1) CD or(1)flash drive of all Proposal documents shall be submitted in sealed packages. Proposer's name and address should be marked on the outside of the envelope. Facsimile transmittals or offers communicated by telephone will not be accepted or considered. Proposal information that is not submitted in sealed packages will not be considered. 1.2 Mail or Deliver Responses to the Following Address: City of Fort Worth Purchasing Division 1000 Throckmorton Street, Lower Level Fort Worth, Texas 76102 2.0 DELIVERY OF PROPOSALS Proposals must be received in the City of Fort Worth's Purchasing Division no later than 1:30 p.m., June 14, 2012. The submitting Proposer is responsible for the means of delivering the proposals to the location listed in paragraph 1.2 on time. Delays due to any instrumentality used to transmit the Proposals including delay occasioned by the Proposer or the City of Fort Worth's internal mailing system will be the responsibility of the Proposer. Proposals must be completed and delivered in sufficient time to avoid disqualification for lateness due to difficulties in delivery. The time and date stamp clock in City of Fort Worth (City)Purchasing Division is the official clock for determining whether submittals are submitted timely. Late Proposal documents will not be accepted under any circumstances. 3.0 PROPRIETARY INFORMATION 3.1 If a Proposer does not desire proprietary information in the Proposal to be disclosed, it is required to identify all proprietary information in the Proposal. This identification will be done by individually marking each page with the words "Proprietary Information" on which such proprietary information is found. If the Proposer fails to identify proprietary information, it agrees that by submission of its Proposal that those sections shall be deemed non-proprietary and made available upon public request. 3.2 Proposer's are advised that the City,to the extent permitted by law, will protect the confidentiality of their Proposals. Proposer shall consider the implications of the Texas Public Information Act,particularly after the RFP process has ceased and the Contract RFP No. 12-0172 Banking and Trust Services, Page 2 of 28 has been awarded. While there are provisions in the Texas Public Information Act to protect proprietary information, where the Proposer can meet certain evidentiary standards, please be advised that a determination on whether those standards have been met will not be decided by the City of Fort Worth, but by the Office of the Attorney General of the State of Texas. In the event a request for public information is made,the City will notify the Proposer, who may then request an opinion from the Attorney General pursuant to 552.305, Texas Government Code. The City will not make a request of the Attorney General. 4.0 COMPLETION OF RESPONSES 4.1 Information presented in the Proposals will be used to evaluate the professional qualifications of the Proposer(s) and to determine the Proposer(s)which will be selected to provide professional services to the City. 4.2 Responses shall be completed in accordance with the requirements of this RFP. Statements made by a Proposer shall be without ambiguity, and with adequate elaboration, where necessary, for clear understanding. 4.3 Proposals shall be limited to a maximum of twenty (20) 8-1/2"X 1 I"pages (one side only and including cover letter) using a font size no smaller than 11 point and one inch margins. 5.0 CLARIFICATIONS AND ISSUANCE OF ADDENDA 5.1 Any explanation, clarification, or interpretation desired by a Proposer regarding any part of this RFP must be requested from James Rodriguez, Contract Compliance, at least thirteen (13)days prior to the published submission deadline, as referenced in Section 2.0 of this RFP. 5.2 If the City, in its sole discretion, determines that a clarification is required, such clarification shall be issued in writing. Interpretations, corrections or changes to the RFP made in any other manner other than writing are not binding upon the City, and Proposers shall not rely upon such interpretations, corrections or changes. Oral explanations or instructions given before the award of the Contract are not binding. 5.3 Requests for explanations or clarifications may be faxed to the City of Fort Worth at (817)392-8440 or emailed to fames.rodriguez@fortworthtexas.gov. Emails and Faxes must clearly identify the RFP Number and Title. 5.4 Any interpretations, corrections or changes to this RFP will be made by addendum. Sole issuing authority of addenda shall be vested in the City of Fort Worth Purchasing Division. Proposers shall acknowledge receipt of all addenda within the responses. 6.0 WITHDRAWAL OF PROPOSALS A representative of the company may withdraw a Proposal at any time prior to the RFP submission deadline, upon presentation of acceptable identification as a representative of such company. RFP No. 12-0172 Banking and Trust Services, Page 3 of 28 7.0 AWARD OF CONTRACT 7.1 It is understood that the City reserves the right to accept or reject any and all Proposals and to re-solicit for Proposals, as it shall deem to be in the best interests of the City of Fort Worth. Receipt and consideration of any Proposals shall under no circumstances obligate the City of Fort Worth to accept any Proposals. If an award of contract is made, it shall be made to the responsible Proposer whose Proposal is determined to be the best evaluated offer taking into consideration the relative importance of the evaluation factors set forth in the RFP. 7.2 The City intends the right to award a single contract or multiple contracts by section listed in the Scope of Work. 7.3 Tentative Schedule of Events RFP Release Date May 16, 2012 Pre-Proposal Conference May 24, 2012 Deadline for Questions June 1,2012, 5:00 PM (Local Time) Proposals Due Date June 14, 2012 by 1:30 PM(Local Time) Consultant Selection June 14, 2012 through July 9, 2012 Contract Negotiations July 9, 2012 through August 3,2012 City Council Approval August 21, 2012 Notice to Proceed (anticipated) October 2012 7.4 The contract(s)resulting from this RFP will follow the format specified by the City and contain the terms and conditions set forth in Attachment B: Professional Service Agreement. Responder should include any specific objections it may have to the contract terms and conditions in its response.Notwithstanding any of the foregoing,the City reserves the right to negotiate with a successfiil Responder provisions in addition to or different from those contained in this RFP or Attachment B. 8.0 PERIOD OF ACCEPTANCE Proposer acknowledges that by submitting the Proposal, Proposer makes an offer that, if accepted in whole or part by the City, constitutes a valid and binding contract as to any and all items accepted in writing by the City. The period of acceptance of proposals is one hundred and eighty (180) calendar days from the date of opening,unless the Proposer notes a different period. 9.0 TAX EXEMPTION The City of Fort Worth is exempt from Federal Excise and State Sale Tax; therefore,tax must not be included in any contract that may be awarded from this RFP. 10.0 COST INCURRED IN RESPONDING All costs directly or indirectly related to preparation of a response to the RFP or any oral presentation required to supplement and/or clarify a Proposals which may be required by the City shall be the sole responsibility of and shall be borne by the participating Proposers. RFP No. 12-0172 Banking and Trust Services, Page 4 of 28 11.0 NEGOTIATIONS The City reserves the right to negotiate all elements that comprise the successful Consultant's response to ensure that the best possible consideration be afforded to all concerned. 12.0 CONTRACT INCORPORATION The contract documents shall include the RFP,the Response to the RFP,the City's Professional Services Agreement(Attachment B to this RFP) and such other terms and conditions as the parties may agree. 13.0 NON-ENDORSEMENT If a Proposal is accepted,the successful Proposer, hereinafter"Consultant," shall not issue any news releases or other statements pertaining to the award or servicing of the agreement that state or imply the City of Fort Worth's endorsement of the successful Proposer's services. 14.0 UNAUTHORIZED COMMUNICATIONS After release of this solicitation, Proposers' contact regarding this RFP with members of the RFP evaluation, interview or selection panels, employees of the City or officials of the City other than the Purchasing Manager, the Minority and Women Business Enterprise (M/WBE) Office, or as otherwise indicated is prohibited and may result in disqualification from this procurement process. No officer, employee, agent or representative of the Proposers shall have any contact or discussion, verbal or written, with any members of the City Council, members of the RFP evaluation, interview, or selection panels, City staff or City's consultants, or directly or indirectly through others, seek to influence any City Council member, City staff, or City's consultants regarding any matters pertaining to this solicitation, except as herein provided. If a representative of any Proposers violates the foregoing prohibition by contacting any of the above listed parties with whom contact is not authorized, such contact may result in the Proposers being disqualified from the procurement process. Any oral communications are considered unofficial and non- binding with regard to this RFP. 15.0 PROPOSAL EVALUATION PROCESS 15.1 An evaluation committee will evaluate the responses to this Request for Proposals, may interview one or more firms, and may recommend one or more firms to the City Manager. Selection of a firm may be made without discussion with Proposers after proposals are received. Proposals should,therefore, be submitted on the most favorable terms. 15.2 The City's evaluation panel will review all responsive submittals and select the best evaluated proposals for further interview. 15.3 The City anticipates selecting Proposer(s)that will be recommended to the City Council for award of a contract to provide the requested professional services to the City of Fort Worth. 15.4 The City reserves the right to reject any or all proposals. RFP No. 12-0172 Banking and Trust Services, Page 5 of 28 16.0 PROPOSAL EVALUATION FACTORS 16.1 Background and experience of firm 35 points available 16.2 Personnel qualifications 30 points available 16.3 Contract Cost 25 points available 16.4 MWBE Participation 10 points available 17.0 GENERAL PROVISIONS The Consultant may not assign its rights or duties under an award without the prior written consent of the City of Fort Worth. Such consent shall not relieve the assignor of liability in the event of default by its assignee. 18.0 ERRORS OR OMISSIONS The Consultant will not be allowed to take advantage of any errors or omissions in this RFP. Where errors or omissions appear in this RFP,the Consultant shall promptly notify the City of Fort Worth Purchasing Division in writing of such error or omission it discovers. Any significant errors, omissions or inconsistencies in this RFP are to be reported no later than ten(10) days before time for the RFP response is to be submitted. 19.0 TERMINATION 19.1 If this award results in a contract, it shall remain in effect until contract expires, delivery and acceptance of products and/or performance of services ordered or terminated by the City with a thirty (30)day written notice prior to cancellation. In the event of termination,the City of Fort Worth reserves the right to award a contract to next lowest and best Consultant as it deems to be in the best interest of the City of Fort Worth. 19.2 Further,the City of Fort Worth may cancel this contract without expense to the City in the event that funds have not been appropriated for expenditures under this contract. The City of Fort Worth will return any delivered but unpaid goods in normal condition to the Consultant. 20.0 TERNIINATION,REMEDIES,AND CANCELLATION Right to Assurance. Whenever the City has reason to question the Consultant's intent to perform, the City may demand that the Consultant(s) give written assurance of Consultant's intent to perform. In the event a demand is made, and no assurance is given within ten (10) calendar days, the City may treat this failure as an anticipatory repudiation of the contract. 21.0 CHANGE ORDERS No oral statement of any person shall modify or otherwise change or affect the terms, conditions or specifications stated in the resulting contract. All change orders to the contract will be made in writing by the City of Fort Worth's Financial Management Services Department and approved by City Council. RFP No. 12-0172 Banking and Trust Services, Page 6 of 28 22.0 VENUE The agreement(s)will be governed and construed according to the laws of the State of Texas. The agreement(s) is (are)performable in Tarrant County, Texas. Venue shall lie exclusively in Tarrant County, Texas. 23.0 CONFLICT OF INTEREST No public official shall have interest in this contract, in accordance with Vernon's Texas Codes Annotated, Local Government Code Title 5, Subtitled C., Chapter 171. 24.0 INSURANCE The Consultant shall carry insurance in the types and amounts for the duration of this agreement as listed in the Professional Services Agreement,Attachment B to this RFP, and furnish certificates of insurance along with copies of policy declaration pages and policy endorsements as evidence thereof. 25.0 CONTRACT CONSTRAINTS AND CONDITIONS 25.1 All services shall be provided in accordance with applicable requirements and ordinances of the City of Fort Worth, laws of the State of Texas, and applicable federal laws. 25.2 The Contract(s) awarded from this RFP shall be executed for a five-year initial term with two (2)two-year options to renew at the City's sole discretion. 26.0 INVOLVEMENT OF MINORITY AND WOMEN BUSINESS ENTERPRISES (M/WBE) 26.1 It is the City's policy to involve Minority and Women Business Enterprises (M/WBE's) in its procurement of professional services. The City's goal on this project is five percent (10%) of the dollar volume of the contract for M/WBE participation. Indicate how the firm intends to meet the goal of 10%by listing the name(s) of the certified or certifiable M/WBE firms to be involved,their scope of work and the estimated dollar amount of each firm. These firms must be certified by the City before a recommendation for award being made to the City Council. The City of Fort Worth utilizes the North Central Texas Regional Certification Agency(NCTRCA) as its certifying entity and also accepts certification from the Texas Department of Transportation, highway division. 26.2 If unable to meet the goal, the response must include a detailed explanation of their "Good and Honest Efforts" to have done so. The City will not execute professional services contracts in excess of a $25,000 fee without the goal being met or a good and honest effort. 26.3 M/WBE participation is part of the selection criteria. 27.0 COOPERATIVE PURCHASING 27.1 Should other governmental entities decide to participate in this contract, Proposers, shall indicate in their proposals whether they agree that all terms, conditions, specification, and pricing would apply. RFP No. 12-0172 Banking and Trust Services, Page 7 of 28 27.2 If the successful Proposer agrees to extend the resulting contract to other governmental entities,the following will apply: Governmental entities within utilizing Contracts with the City of Fort Worth will be eligible,but not obligated, to purchase material/services under this contract(s) awarded as a result of this solicitation. All purchases by governmental entities other than the City of Fort Worth will be billed directly to that governmental entity and paid by that governmental entity. The City of Fort Worth will not be responsible for another governmental entity's debts. Each governmental entity will order its own material/services as needed 28.0 PAYMENT All payment terms shall be "Net 30 Days"unless otherwise specified in the proposals. 28.1 Successful proposers are encouraged to register for direct deposit payments prior to providing goods and/or services using the forms posted on the City website at htto://wwty fortwortlrtexas. kv/finance. 29.0 SCOPE OF SERVICES The Successful firm(s)/team(s)will assist in the financial management services for the City's gas and oil mineral assets on or beneath City owned properties on behalf of the City. 29.1 SECTION 1 —GAS AND OIL MINERAL ASSETS FINANCIAL MANAGEMENT SERVCIES 29.1.1 Provision of a qualified portfolio Project Manager 29.1.2 Execute oil and gas division/transfer order instruments. Provide copies to City monthly for review and confirmation of City interests. 29.1.3 Review, receive and verify oil and gas division/transfer order interests and income received. 29.1.4 Process oil and gas revenues by well, property, and producer. ® Establish an oil, gas and mineral properties account ® Establish sub-accounts for accounting and distribution purposes if requested by the City of Fort Worth ® Receive from third parties and process, all payments or funds arising out of Property transactions. ® Transfer income from City assets to the City or the City's corporate trustee on a schedule to be established by the City. • Provide timely monthly statements of all transactions during the preceding month and a monthly inventory of assets. 29.1.5 Prepare quarterly mineral income reports and provide to the City as directed. RFP No. 12-0172 Banking and Trust Services,Page 8 of 28 29.1.6 Provide professional advice regarding cash and/or installment sales, options, assignments, exchanges and partition of mineral interests as requested by the City. 29.1.7 Update and brief Gas Lease Program staff on Barnett Shale and other gas or oil mineral plays and the effect on leasing City mineral assets. 29.1.8 Prepare written progress reports and present the same to the City. This includes any necessary displays, models, or presentations. 29.1.9 Other services deemed necessary by the City's Gas Lease Program Manager,the Finance and/or Development Directors,the City Manager, or the City Council. 29.1.10 The City reserves the right to approve the portfolio Project Manager. The City also reserves the right to remove and replace the Portfolio Project Manger with (14)fourteen days written notice to the Consultant. 29.2 SUMMARY OF SERVICES TO BE PROVIDED BY THE CITY OF FORT WORTH 29.2.1 The Planning and Development and Finance Departments and the City Attorney's Office will provide access to any data available in the City Record files and coordination of any appropriate actions requiring approval of the City Manager or the City Council. 29.2.2 The City will provide a key point of contact to provide day to day project liaison services. 29.3 SUPPLER AND DIVERSITY PROGRAMS PROVISIONS In your response,please include all information pertaining to your Supplier and Diversity Programs. A synopsis detailing the program's goals/objectives, and how each are implemented or accomplished is a requirement for submission. 29.4 SECTION H—TRUST FUND SERVCIES TRUST AGREEMENT FOR THE FORT WORTH PERMANENT FUND This Trust Agreement(the "Agreement") is entered into by and between the City of Fort Worth, a home rule municipal corporation of the State of Texas located within Tarrant, Denton, Parker and Wise Counties, Texas, as Grantor(the "City"), and [identify trustee], as the Trustee. ARTICLE I CREATION OF THE TRUST; PURPOSE AND INTENT A. Creation of the Trust. Simultaneously with the execution of this Agreement,the property described in the attached Exhibit"A,"which is made a part of this Agreement for all purposes, is being assigned by the City to the Trustee, in trust. The Trustee agrees to receive and hold the property, and all other property which may hereafter be assigned to it as Trustee of this trust(the"Trust"), and any income RFP No. 12-0172 Banking and Trust Services, Page 9 of 28 earned from the investment of such property, pursuant to the provisions of this Agreement. This Trust will be known as "The Fort Worth Permanent Fund." It shall be sufficient that it be referred to as such in any other instrument. B. Purpose and Intent. This Trust is to be administered solely for the benefit of the City, subject to the additional restrictions and limitations set forth in this Agreement. The purpose of this Trust is to enable prudent financial management of gas well revenues derived from bonuses and royalties received from city-owned lands and other funds representative of mineral revenues(the "Property")to ensure the long-term preservation and growth of the Trust estate to provide a long-term source of revenue for the benefit of both present and future citizens of the City. The City intends that this Trust be treated as a wholly owned grantor trust as contemplated under subchapter J of subtitle A of the Internal Revenue Code of 1986, as amended(the "Code"). The City intends that it be the deemed owner of the income, gains, deductions, losses and credits of the Trust for federal income tax purposes. All provisions of this Agreement shall be construed consistent with this intent. C. Trust a Separate Entity from the City. The Trust shall be a separate legal entity from the City and the Trustee, and the Trustee shall have sole responsibility and authority for the Trust's procedures, personnel, books and accounts. Absent a written agreement to the contrary, neither the City nor its elected officials, employees, or agents shall be liable for the obligations, liabilities, acts or omissions of the Trust and the Trustee, and neither the Trust nor the Trustee shall be liable for the obligations, liabilities, acts or omissions of the City. Neither the corpus of the Trust nor any income, revenue, return or gain thereon shall be used to pay or provide for or secure the payment of any bonds, notes, certificates or other obligations of the City or its instrumentalities, the interest on which for federal income tax purposes is excludable from gross income, as defined in section 61 of the Internal Revenue Code of 1986, as amended, of the owners thereof pursuant to section 103 of the Code. ARTICLE H ADDITIONS TO TRUST Subsequent to the Effective Date(as hereinafter defined),the Trust may receive and accept Property from the City to be held, managed and distributed in accordance with, and pursuant to,the provisions of this Agreement. When assigning Property to the Trust,the City shall notify the Trustee of the source of the amounts contributed to the Trust or shall name the fund(or sub-account thereof) of the Trust(as described in Article III of this Agreement) in which the Property shall be allocated. The Trust is prohibited from receiving and accepting any other property from the City or any other party. ARTICLE III SEPARATE FUNDS OF THE TRUST A. Funds. Immediately after the Effective Date,the Trustee is to establish five(5) separate funds with the assets of the Trust as follows: (1) The Airport Fund. The Airport Fund shall consist of two sub-accounts entitled the Aviation Endowment Fund and the Aviation Asset Depletion Allowance Fund. Amounts contributed to the Trust that represent Property attributable to airports owned by the City shall be allocated evenly between the Aviation Endowment Fund and the Aviation Asset Depletion Allowance Fund. (2) The Nature Center Fund. Amounts contributed to the Trust that represent Property attributable to the Fort Worth Nature Center and Refuge shall be allocated to the Nature Center Fund. RFP No. 12-0172 Banking and Trust Services, Page 10 of 28 (3) The Parks Fund. Amounts contributed to the Trust that represent Property attributable to public parks owned by the City shall be allocated to the Parks Fund. (4) The Water and Sewer Fund. Amounts contributed to the Trust that represent Property attributable to the water and sewer systems of the City shall be allocated to the Water and Sewer Fund. (5) The Citywide Fund. Any other amounts contributed to the Trust that represent Property not generated fi•om a specific source identified above shall be allocated to the Citywide Fund. The Trustee may from time to time create additional separate funds at the time the City assigns additional Property to the Trust upon the direction of the City. Likewise,the Trustee may from time to time create any other sub-accounts under the various fiords of the Trust at the time the City assigns additional Property to the Trust upon the direction of the City. B. Distributions. The goals of the Trust are to produce income from investments and be a long-term source of revenue for the designated purposes of the different funds (and sub-accounts thereof) of the Trust for the benefit of not only the present citizens of the City but for future generations as well. Each year the Trustee, in close cooperation with the Chief Financial Officer of the City("Chief Financial Officer")will make distributions of income from the different funds (and sub-accounts thereof) of the Trust consistent with the goal to preserve, as well as increase,the corpus of the Trust and the goal to provide cash flow for the purposes of the various funds (and sub-accounts thereof). The amount of income available to be distributed to the City each year from a particular fiend(or sub-account thereof) of the Trust shall be determined by the Trustee in consultation with the Chief Financial Officer and reported to the City by July 1 st of each year. In determining the amount of income to be distributed to the City each year from a particular fund(or sub-account thereof)of the Trust,the Trustee shall follow the recommendation of the Chief Financial Officer unless the Trustee determines that following such recommendation would result in a breach of the Trustee's fiduciary duty or would violate the terms of the Agreement. The total amount of income to be distributed from each of the funds (or sub-account thereof) in a particular year shall be distributed by the Trustee to the City on or before October 1 st of the applicable year. The Trustee shall identify the fund (or sub-account)from which the distribution is made. The funds representing the distribution may be expended as determined in the sole discretion of the Fort Worth City Council. ARTICLE IV TRUSTEE PROVISIONS A. Trustee. 1. Qualifications for Trustee. A corporate investment firm or bank, appointed by the City Council, shall serve as the sole Trustee of the Trust; individuals are prohibited from serving as Trustee of the Trust. 2. Initial Trustee. [Identify Trustee] is hereby appointed as the initial Trustee of the Trust. 3. Term. Each Trustee is to serve for a term of five (5)years and until its successor is appointed unless its service concludes earlier due to its resignation or removal. RFP No. 12-0172 Banking and Trust Services, Page 11 of 28 4. Vacancies. The City Council shall have the power to appoint successor Trustees of the Trust in accordance with the City's Charter and Ordinances and State law. The City Council is not prohibited from re-selecting the then serving, and thus outgoing, Trustee to serve as Trustee for additional terms of five(5)years. 5. Resignation. Any Trustee may resign at any time by giving sixty (60) days written notice to the City. Upon the expiration of sixty(60) days from the date of receipt of such notice, such Trustee's resignation shall be effective, provided a successor Trustee has been appointed by the City Council to succeed to the resigning Trustee's office, if necessary, and provided the Trustee has completely delivered all Trust assets then in its possession and an audit report of the Trust to its successor Trustee. 6. Removal. A Trustee may be removed with or without cause by the City Council. The City Council shall execute and deliver to the Trustee a written instrument declaring such Trustee removed from office, specifying the effective time and date of removal, and identifying the successor Trustee. 7. Written Instruments. Any appointment described in this Paragraph A must be made by a written instrument, signed and acknowledged, and shall be maintained by the Trustee in the Trust's permanent records. After approval by the City Council, the City Manager, or his designee, shall have the authority to sign on behalf of the City. 8. Reliance. Any successor Trustee may act without examination or review, without liability for failing to make or having made such examination or review, and without the necessity for any conveyance or transfer. Any purchaser from, or other person dealing with, the Trustee shall be protected in all such transactions regardless of the extent to which the Trustee acting on behalf of the Trust is a successor Trustee. 9. Reorganization of Corporate Trustee. If the corporate Trustee then serving as Trustee hereunder should change its name, be reorganized, merged or consolidated with another corporation, or assign its trust functions to another corporation, the resulting corporation which succeeds to its fiduciary business shall become the Trustee under this Agreement, or be eligible for appointment as Trustee, as the case may be. B. Written Instrument Required. A Trustee shall signify its acceptance of appointment under this Trust by a written instrument, signed and acknowledged and maintained in the Trust's permanent records, with a copy to be provided to the City. Any successor Trustee shall have the same powers, rights and duties as its predecessor Trustee, as if originally appointed, and shall have the same title to the Trust estate as its predecessor. C. Powers of Trustee. The Trustee shall have all powers granted to trustees by the common law or any statute, including every power granted to trustees by the "Texas Trust Code," or any future amendment thereof which serves to increase the extent of powers granted to trustees. The Trustee shall also have the following additional powers: 1. Investment of Trust Property. To invest and reinvest the Trust estate from time to time in any property, real, personal, or mixed, including without limitation securities of every kind and nature, bonds, debentures, preferred stocks, common stocks, mutual funds, mortgages, mortgage participations, and interests in common trust funds, all with complete discretion to convert realty into personalty or personalty into realty or otherwise change the character of the Trust estate; RFP No. 12-0172 Banking and Trust Services, Page 12 of 28 2. Nominees. To hold any securities or other property of the Trust estate for any length of time in the name of a nominee or nominees without mention of any trust or fiduciary capacity in any instrument of ownership; 3. Employment of Agents. After thirty (30) days advance written notice to the City Council, to employ such brokers, banks, custodians, professional investment advisers (whether corporate or individual), attorneys, and other agents or servants, and to delegate to them such duties, rights, and powers of the Trustee for such period as the Trustee may deem appropriate; to pay such persons reasonable compensation out of the Trust estate; all regardless of whether any person is (or is a partner or employee of, or is owned by)the Trustee; 4. Banking Authority. To open bank accounts with any banks or trust companies as the Trustee may from time to time select and to retain any bank or trust company that they may select to account for the Trust estate and provide investment advice and services (The banks or trust companies that the Trustee may select are authorized, empowered and directed to act or refrain from acting, from time to time, and in all matters pertaining to this Trust, in conformity with the instructions of the Trustee, evidenced by a resolution agreed to by the Trustee and certified to by the Trustee, and any banks or trust companies selected by the Trustee shall be fully protected in so acting or refraining from acting.); and 5. Powers Under Changed Conditions. To exercise such other powers as may be necessary or desirable in the management and control of the Trust estate (whether or not similar to those here enumerated) to enable the Trustee to act under changed conditions, the exact nature of which cannot be foreseen. Notwithstanding the powers given above to the Trustee, it is expressly provided that the grant of rights, powers, privileges, and authority to the Trustee in connection with the imposition of duties upon the Trustee by any provision of this Trust or by any statute relating thereto will not be effective if and to the extent that the same, if effective, would jeopardize the status of this Trust as a wholly owned grantor trust as contemplated under Subchapter J of subtitle A of the Code or would cause the Trust to violate the provisions of the Public Funds Investment Act presently codified at Section 2256 of the Texas Government Code, or any other state or federal statute applicable to the Trust. It is expressly provided that the Trustee may not in the exercise of its discretion make any determination inconsistent with the foregoing. The Trustee's powers are exercisable solely in a fiduciary capacity consistent with and in furtherance of the purposes of this Trust as specified in Article I of this Agreement and not otherwise. D. Bond. The Trustee shall not be required to furnish any bond or other security in any jurisdiction, or if a bond be required, the Trustee may not be required to furnish any sureties thereon. E. Compensation. A Trustee shall receive compensation as mutually determined by the Trustee and the City. A Trustee shall be reimbursed for reasonable out-of-pocket expenses incurred in carrying out the duties of the Trustee. F. Records and Reports. The Trustee shall keep accurate and complete records of Trust transactions. The Trustee shall issue quarterly reports to the City Council and the Chief Financial Officer in such form as may be directed from time to time by the City Council. G. Persons Dealing with Trustee. No purchaser from or other person dealing with the Trustee will be responsible for the application of any purchase money or other thing of value paid or delivered to the Trustee, but the receipt of the Trustee will be a full discharge. No purchaser from or RFP No. 12-0172 Banking and Trust Services, Page 13 of 28 other person dealing with the Trustee and no issuer, transfer agent, or other agent or any issuer of any securities to which any transaction with the Trustee may relate, will be under any obligation to ascertain or inquire into the power of the Trustee to transfer, pledge, or otherwise in any manner dispose of or deal with any securities or other property comprising part of the Trust estate. H. Liability of Trustee. The Trustee shall not be responsible or liable for any loss which may occur by reason of depreciation in value of the properties at any time belonging to the Trust estate, nor for any other loss which may occur, so long as the Trustee acted in good faith and in accordance with the terms of this Agreement. The Trustee will not be liable or responsible for the acts, omissions, or defaults of any agent or other person to whom duties may be properly delegated hereunder if such agent or person was appointed with due care. I. Limitation of Individual Liability of Trustee. The Trustee may not incur any individual liability to any person or corporation dealing with the Trustee in the administration of the Trust estate; and the Trustee may receive reimbursement from the Trust estate for any liability, whether in contract or in tort, incurred in the administration of the Trust estate in accordance with the provisions hereof, and the Trustee may contract in such form that such Trustee will be exempt from such individual liability and that such liability will be limited to the Trust estate. Any Trustee who is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), because it was a Trustee, shall be indemnified and held harmless from the Trust estate to the fullest extent authorized by Texas law, as it exists or may hereafter be amended, against all expense, liability and loss (including attorneys' fees,judgments, fines, penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Trustee in connection with any proceeding, and such indemnification shall continue as to a Trustee who has ceased to be a Trustee. The foregoing indemnity shall likewise extend to employees or agents acting on behalf of the Trustee. ARTICLE V AMENDMENT AND TERNIINATION A. Amendment. The reporting date identified at Section B of Article III of this Agreement may be amended at any time or times upon the affirmative vote of the majority of all the members of the City Council so long as such amendment does not cause the Trust to fail to qualify as a wholly owned grantor trust as contemplated under subchapter J of subtitle A of the Code. Except as otherwise provided below, any other provision of this Agreement (such provision, a "Substantive Provision") may be amended at any time or times upon the resolution of the City Council so long as such amendment does not cause the Trust to fail to qualify as a wholly owned grantor trust as contemplated under subchapter J of subtitle A of the Code provided, however, before the City Council may vote upon any amendment of a Substantive Provision, the City Council must adhere to the following process: 1. Notify the Trustee and the Chief Financial Officer in writing of the proposed amendment. 2. Hold a meeting with the Trustee and the Chief Financial Officer no earlier than thirty (30) days following the Trustee's and the Chief Financial Officer's receipt of written notice of the proposed amendment. 3. Receive written advice from the Trustee and the Chief Financial Officer within fifteen(15)days of the meeting with the Trustee and the Chief Financial Officer. 4. Hold no fewer than three (3) public hearings explaining the reasons for the proposed amendment and obtaining public input concerning such proposed amendment. Notice of the date, time, location and purpose of said public hearings must be published in the local section of a newspaper of general circulation in the City once a week for three consecutive weeks. The last day of RFP No. 12-0172 Banking and Trust Services, Page 14 of 28 publication must not be less than one week nor more than two weeks before the date of the first public hearing. 5. Hold a subsequent meeting with the Trustee and the Chief Financial Officer within thirty(30)days following the third public hearing. 6. Hold a City Council meeting to vote upon the proposed amendment. The meeting may be scheduled no sooner than six (6) months but no later than nine (9) months after the notice described in Item 1 of this Paragraph A was issued to the Trustee and the Chief Financial Officer. After following the above-described process, a Substantive Provision may be amended upon the affirmative vote of three-fourths of all of the members of the City Council. All instruments amending this Agreement shall be noted upon or kept attached to the executed original of this Agreement held by the Trustee. Notwithstanding anything to the contrary herein, the provisions of Article I.C. may not be amended or revised to permit the use of the corpus of the Trust nor any income, revenue, return or gain thereon shall be used to pay or provide for or secure the payment of any bonds, notes, certificates or other obligations of the City or its instrumentalities, the interest on which for federal income tax purposes is excludable from gross income, as defined in section 61 of the Internal Revenue Code of 1986, as amended, of the owners thereof pursuant to section 103 of the Code. B. Termination. This Agreement may be terminated at any time for any purpose upon the resolution of three-fourths of all members of the City Council; provided, however, before the City Council may vote upon a termination of this Agreement, the City Council must adhere to the following process: 1. Notify the Trustee and the Chief Financial Officer in writing of the proposed termination. 2. Hold a meeting with the Trustee and the Chief Financial Officer no earlier than thirty (30) days following the Trustee's and the Chief Financial Officer's receipt of written notice of the proposed termination. 3. Hold no fewer than three (3) public hearings explaining the reasons for the proposed termination and obtaining public input concerning such proposed termination. Notice of the date, time, location and purpose of said public hearings must be published in the local section of a newspaper of general circulation in the City once a week for three consecutive weeks. The last day of publication must not be less than one week nor more than two weeks before the date of the first public hearing. 4. Hold a subsequent meeting with the Trustee and the Chief Financial Officer within thirty(30)days following the third public hearing. 5. Hold a City Council meeting to vote upon the proposed termination. The meeting may be scheduled no sooner than six (6) months but no later than nine (9) months after the notice described in Item 1 of this Paragraph C was issued to the Trustee and the Chief Financial Officer . After following the above-described process, the Agreement may be terminated if three-fourths of all members of the City Council vote in favor of such tennination. Upon termination of the Trust, all assets of the Trust shall be distributed to the City. RFP No. 12-0172 Banking and Trust Services, Page 15 of 28 ARTICLE VI DEFINITIONS A. Trust Estate. In this Agreement and in any amendments to it, references to "Trust estate" shall mean the cash, assets, securities or other property contributed to the Trust by the City or any other person, firm,trust or corporation and the income earned from investing those contributions. B. Trustee. In this Agreement and in any amendments to it, references to "Trustee" shall mean the Trustee then serving in office, whether an original or successor Trustee, unless the context clearly provides otherwise. ARTICLE VII MISCELLANEOUS PROVISIONS A. Trust Situs. This Agreement is accepted by the Trustee under the laws of the State of Texas, and all questions concerning its validity, construction, and administration are to be determined in accordance with the laws of the State of Texas. B. Effect of Divisions and Captions. The division of this Agreement into articles, paragraphs, sections and subsections and the use of captions are solely for convenience and shall have no legal effect in construing the provisions of this Agreement. C. Gender and Number Agreement. Whenever the masculine, feminine or neuter gender is used inappropriately in this Agreement, this Agreement shall be read as if the appropriate gender was used, and, unless the context otherwise requires,the singular shall include the plural, and vice versa. D. Invalidi . If any provision of this Agreement should be held invalid or illegal for any reason, that provision shall not affect the entirety of this Agreement, but the balance of the provisions of this Agreement shall remain operative so that this Agreement shall be construed as if that invalid or illegal provision never existed. E. Fiscal Year. The fiscal year of the Trust shall conclude on September 30th of each year. RFP No. 12-0172 Banking and Trust Services, Page 16 of 28 EXHIBIT "A" [Provide Description of Property to be Transferred to the Trust] RFP No. 12-0172 Banking and Trust Services, Page 17 of 28 CONFLICT OF INTEREST DISCLOSURE REQUIREMENT Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (i.e. The City of Fort Worth)must disclose in the Questionnaire Form CIQ ("Questionnaire")the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. Bylaw,the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the City, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential agreement with the City. Updated Questionnaires must be filed in confonnance with Chapter 176. A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also available at htt r:!/wwsvxtktics.state.txarrsffornns/CI ' . ndf If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. RFP No. 12-0172 Banking and Trust Services,Page 18 of 28 ATTACHMENT A CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Date Received Government Code by a person doing business with the governmental entity. By law this questionnaire must be filed with the records administrator of the local government not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006,Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1. Name of person doing business with local governmental entity. 2. ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than September 1 of the year for which an activity described in Section 176.006(a), Local Government Code, is pending and not later than the 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3. Describe each affiliation or business relationship with an employee or contractor of the local governmental entity who makes recommendations to a local government officer of the local governmental entity with respect to expenditure of money. 4. Describe each affiliation or business relationship with a person who is a local government officer and who appoints or employs a local government officer of the local governmental entity that is the subject of this questionnaire. RFP No. 12-0172 Banking and Trust Services, Page 19 of 28 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity Page 2 5. Name of local government officer with whom filer has affiliation or business relationship. (Complete this section only if the answer to A,B,or C is YES.) This section, item 5 including subparts A, B, C &D, must be completed for each officer with whom the filer has affiliation or business relationship. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income from the filer of the questionnaire? ❑ Yes ❑ No B. Is the filer of the questionnaire receiving or likely to receive taxable income from or at the direction of the local government officer named in this section AND the taxable income is not from the local governmental entity? ❑ Yes ❑ No C. Is the filer of this questionnaire affiliated with a corporation or other business entity that the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? ❑ Yes ❑ No D. Describe each affiliation or business relationship. 6. Describe any other affiliation or business relationship that might cause a conflict of interest. 7. Signature of person doing business with the governmental entity Date RFP No. 12-0172 Banking and Trust Services, Page 20 of 28 ATTACHMENT B PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Karen L. Montgomery, its duly authorized Assistant City Manager, and [INSERT FULL LEGAL NAME OF VENDOR] ("Consultant'), a [enter state] [enter type of entity] and acting by and through [insert name of authorized signatory], its duly authorized president and CEO. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of[insert purpose of agreement]. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence upon ("Effective Date") and shall expire on , unless terminated earlier in accordance with the provisions of this Agreement. [Insert any available options] 3. COMPENSATION. The City shall pay Consultant an amount not to exceed [$insert amount] in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated for all purposes herein. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERI\IINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Non-appropriation of Funds. In the event no firnds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. RFP No. 12-0172 Banking and Trust Services,Page 21 of 28 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access,modify, delete or otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three(3)years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. RFP No. 12-0172 Banking and Trust Services,Page 22 of 28 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY,INCL UDING DEATH, TO ANYAND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment,the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $2,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person $500,000 Bodily injury per occurrence $100,000 Property damage RFP No. 12-0172 Banking and Trust Services, Page 23 of 28 Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease-per each employee $500,000 Disease-policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Professional Liability(Errors &Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL)policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for two(2)years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 Certificates. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. All policies except Workers' Compensation shall be endorsed to name the City as an additional insured thereon, as its interests may appear. All policies shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty(30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten(10) days notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Consultant's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. RFP No. 12-0172 Banking and Trust Services, Page 24 of 28 11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS. Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non- discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To The CITY: To CONSULTANT: City of Fort Worth Attn: [insert department/contact] 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile: (817)392-8654 14. SOLICITATION OF EMPLOYEES. Neither the City nor Consultant shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. RFP No. 12-0172 Banking and Trust Services, Page 25 of 28 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 20. READINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting parry shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. RFP No. 12-0172 Banking and Trust Services,Page 26 of 28 24. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. RFP No. 12-0172 Banking and Trust Services, Page 27 of 28 [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this day of 12012. CITY OF FORT WORTH: [NAME OF CONSULTANT]: By: Susan Alanis Assistant City Manager By: Name: Date: Title: Date: ATTEST: ATTEST: By: City Secretary By: APPROVED AS TO FORM AND LEGALITY: By: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: Date Approved: RFP No. 12-0172 Banking and Trust Services, Page 28 of 28 FOERT WORTH 0 1:1!:ii:: hiii ADDENDUM TO THE REQUEST FOR PROPOSALS FOR BANKING AND TRUST SERVICE CITY OF FORT WORTH PURCHASING DIVISION ADDENDUM NO. 1 DATE ISSUED: JUNE 7, 2012 REQUEST FOR PROPOSALS (RFP) NUMBER: 12-0172 ORIGINAL PROPOSAL SUBMISSION DATE: JUNE 14, 2012 (unchanged) Addendum No. 1, dated June 7, 2012, is hereby amended to incorporate in full text the following provisions: 1. Page 7, Section 26.0 Involvement of Minority and Women Business Enterprises (M/WBE), Section 26.1, the second sentence is hereby changed as follows, DELETE: The City's goal on this project is five percent (10%) of the dollar volume of the contract for M/WBE participation. Page 7, Section 26.0 Involvement of Minority and Women Business Enterprises (M/WBE), Section 26.1, the second sentence is hereby changes as follows, ADD: The City's goal on this project is ten percent (10%) of the dollar volume of the contract for M/WBE participation. 2. Page 9, Section 29.4 Section II — Trust Fund Service, Article 1, Creation of the Trust; Purpose and Intent, Section A hereby changes as follows, DELETE: Creation of the Trust. Simultaneously with the execution of this Agreement, the property described in the attached Exhibit "A," which is made a part of this Agreement for all purposes, is being assigned by the City to the Trustee, in trust. The Trustee agrees to receive and hold the property, and all other property which may hereafter be assigned to it as Trustee of this trust (the "Trust'), and any income earned from the investment of such property, pursuant to the provisions of this Agreement. This Trust will be known as "The Fort Worth Permanent Fund." It shall be sufficient that it be referred to as such in any other instrument. Page 9, Section 29.4 Section II — Trust Fund Service, Article 1, Creation of the Trust; Purpose and Intent, Section A hereby changes as follows, ADD: Creation of the Trust. The City hereby assigns the property in the Trust, as defined herein, to the Trustee, and the Trustee agrees to receive and hold the property, and all other property which may hereafter be assigned to it as Trustee of this trust (the "Trust'), and any income earned from the investment of such property, pursuant to the provisions of this Agreement. This Trust will be known as "The Fort Worth Permanent Fund." It shall be sufficient that it be referred to as such in any other instrument. 3. Questions and Answers document is hereby incorporated in full text, page 3. All other terms and conditions remain the same. JACK DALE PURCHASING MANAGER ------------------------------------------------------------------------------- COMPANY NAME: SIGNATURE: NOTE: Company name and signature must be the same as on the bid documents. RFP 12-0172, Banking and Trust Service, Addendum No. 1 Page 2 of 6 Questions and Answers (Q&A) RFP No. 12-0172 Banking and Trust Service 1. Q: During the review process exhibits A &B as referenced on pages 9 and 21 were not included, can you provide a copy? A: Exhibit A Response: Creation of the Trust. The City hereby assigns the property in the Trust, as defined herein,to the Trustee, and the Trustee agrees to receive and hold the property, and all other property which may hereafter be assigned to it as Trustee of this trust (the "Trust"), and any income earned from the investment of such property, pursuant to the provisions of this Agreement. This Trust will be known as "The Fort Worth Permanent Fund." It shall be sufficient that it be referred to as such in any other instrument. Exhibit B Response: The vendor submits exhibit B, if applicable. 2. Q: Who currently manages these assets for the City? A: The Banking piece is managed by JPMorgan Chase Bank. No trust has been set up at this time. Revenue for the trust has only been set aside. The leasing of City properties is managed by City staff. 3. Q: Describe and list the type of mineral assets and number of assets to be managed. A: See Financial Report and other reports already listed on the City web page, htt :/Cwwv.elivnet.or x/finance/. 4. Q: Do the listed Trusts under the RFP currently exist and who acts as Trustee for the same? A: No trust has been established, revenues for the Trust have been set aside in City accounts. 5. Q: Are any of the City's oil and gas assets located outside of the city limits and/or Counties underlying Fort Worth? A: Not at this time. 6. Q: Besides landowner royalty interests, will there be any working interests or other interests subject to Trust management? A: The City of Fort Worth has primarily executive mineral interest in all properties. A percentage of the revenues from all the City's mineral interests have been set aside to the Trust accounts and will continue to be allocated to the Trust per the RFP 12-0172, Banking and Trust Service, Addendum No. 1 Page 3 of 6 City Financial Management Policy Statements. See Financial Management Policy Statements posted with the bid. 7. Q: Is the City of Fort Worth involved in any litigation regarding ownership or development of their mineral assets? And if so, what will be the role of the incoming asset manager/trustee? A: Yes, there is one potential litigation. It is anticipated that the trustee would not be involved in this matter as it does not directly relate to mineral development. 8. Q: Will there be an obligation to market unleased and/or unproductive mineral assets? A: The City of Fort Worth staff is responsible for leasing City minerals. 9. Q: What is the City's Gas Lease Program and can we get a description or synopsis outlining the goals and objectives of this program? A: The Gas Lease Program staff lease city mineral interests and distribute revenues according to the City Financial Management Policies: �a a:fff��r twc�r�lr�exr�,s. c v/�a o ��e c F61€, ll'uruw nce{&{in4 n iLzE l cpoatslF 1 ml^"11 PS AMENQL01203270. df 10. Q: The RFP indicated the need to 'prepare written progress reports' for presentation to the City; aside from trust account customer statements, what other activities would require such reports? A: To be determined—responders should include in their response those reports/activities that make sense to them to provide to the City. 11. Q: What other services are contemplated that might be 'deemed necessary' by the City's Gas Lease Program Manager,the Finance and/or Development Directors, the City Manager, or the City Council? A: From time to time, it may be necessary to advise staff or Council on the market, on proposed investments or on other considerations vital to managing the City's gas lease revenues and Trust. 12. Q: What is the current income stream on mineral production and can we be provided with a listing of the City's properties currently held by production and/or under a lease, as well as other properties currently available for lease? A: Please see the Financial Report already posted with the bid. The number of leases held by production/under lease is included in another response (to Bank of Texas). 13. Q: In order to understand operator responsibilities under the terms of the City's oil and gas leases, can we get a copy of the City's lease form and any other RFP 12-0172, Banking and Trust Service, Addendum No. I Page 4 of 6 agreements affecting mineral development, (such as surface agreements, marketing agreements and any other mineral development agreements), that the City has entered into which directly impacts the management, development and production of the City's oil & gas assets? A: A copy of the City's standard lease form is attached. 14. Q: In preparation of a proposal for the portfolio, can you confirm that there are no restrictions/limitations with regard to asset classes, sectors/industries, etc. In addition, if there are specific guidelines related to asset allocation, they need to be incorporated into our recommendation. I have not seen any language to this effect? A: The items that are mentioned will be listed in(?) the trust's investment policy—a document that the City will work with the winning entity to create. 15. Q: Article I of the Trust Agreement states "The trustee agrees to receive and hold the property, and all assigned by the City to the Trustee, in trust". We would like to provide that any in-kind investment or property assigned by the City or any third party will be mutually agreeable to the Trustee and the City. Is this acceptable? A: The City will be open to discuss any and all options with the selected vendor. 16. Q: How many purchasers are you receiving checks from on a monthly basis? A: Currently, five gas companies submit checks monthly. 17. Q: How many checks are you receiving on a monthly basis? A: Five checks with multiple pages. 18. Q: During the Pre-Proposal meeting you indicated there are 270 wells and 544 leases. How many of the 544 leases are related to the 270 wells? How many of the 544 leases are for non-producing properties?Are there any of these leases which do not fit either of these categories?If so, please explain. A: The City is currently performing a comprehensive review to verify the status of all City leases. The following information is what we have on file and is subject to change once the review is complete. Lease categories: Held by production 98 Shut In 33 Executed 262 Approved/Execution pending 11 RFP 12-0172, Banking and Trust Service, Addendum No. 1 Page 5 of 6 Expired* 140 Total 544 *Expired leases have technically passed their primary term date however other lease terns may hold the lease and staff is reviewing records to determine compliance (ie, drilling, shut in, etc.) 19. Q: What are your net acres which are currently un-leased? A: There are approximately 7,000 mineral acres consisting of the Nature Center (3600 acres), remaining Lake Worth properties, and several large parks as yet un- leased. 20. Q: The RFP requires that proposals shall be limited to 20 pages. In addition to the 20 pages allowed for the proposal, may we provide attachments, such as sample reports, our detailed Fee Agreement and other documents for review by the City? A: Yes, firms may provide attachments that do not count towards the 20 pages. 21. Q: If the Provider does not outsource any services required under this contract how do we complete MWBE "Request for Listing"? A: If it is deemed there are no opportunities to utilize a sub-consultant, then the Request for Listing will not be filled out. Firms must provide a response to the M/WBE portion in order to submit a responsive proposal. 22. Q: Please provide the fee schedule currently applicable to the services described in this contract. A: The City only has a Banking contract. The current contract is for banking/revenue processing at$10,000 per month or$120,000 per year for an initial two year term with two 1-year renewal options. The current contract has been in effect for a total of 4 years and will end in October 2012. 23. Q: We do not have an internal division that could provide the services listed in section 29 of the RFP. We have spoken to a number of Oil and Gas consultants that say they could deliver the services in section 29, but would only be involved in at an hourly, case by case basis. This creates an area of concern for the bank and would not let us present a complete competitive bid to the City. If possible, we would like to bid on the Trust Services only with the City engaging the Consultants on a case by case basis as they have been? A: The Banking piece is an important piece and the City would have to evaluate the use of an hourly, case by case situation for the banking. REP 12-0172, Banking and Trust Service, Addendum No. 1 Page 6 of 6 FORTWORTHO PURCHASING DIVISION REQUEST FOR PROPOSALS (RFP) for BANKING AND TRUST SERVICES RFP No. 12-0172 Issued: May 16, 2012 PROPOSAL SUBMISSION DEADLINE: -******* June 14, 2012 by 1:30PM Local Time ******* NO LATE PROPOSALS WILL BEACCEPTED RESPONSES SHALL BE DELIVERED TO: RESPONSES SHALL BE MAILED TO: CITY OF FORT WORTH PURCHASING DIVISION CITY OF FORT WORTH PURCHASING DIVISION LOWER LEVEL LOWER LEVEL 1000 THROCKMORTON STREET 1000 THROCKMORTON STREET FORT WORTH, TEXAS 76102 FORT WORTH, TEXAS 76102 Pre-Proposal Conference will be held at 2:00 p.m. on NAME AND "DRESS OF COMPANY Tb u rsday,May 24,2012,in the City's Development SUBMITTING PROPOSAL: Department Conference Room, City Hall, Lower Level, 1000 Throckmorton Street, Fort Worth,Texas Wells Fargo Bank, Na 76102 201 Main Street, Suite 4:00 FOR ADDITIONAL INFORMATION Fort Wortb, Texas 76102 REGARDING THIS RFP PLEASE CONTACT: James Rodriguez, Contract Compliance James.Rodriguez@fortworthtexas.gov CODtaCt Person:Paul Midkiff RETURN THIS COVER SHEET WITH Title: SVP, Oil Gas and Mineral Manager RESPONSE TO: Phone: (817)334-7460 Fax: (817) 334-715 7 Email: paul.w.midkiff@wellsfargo.com James Rodriguez Signature: Contract Compliance Printed Name: Purchasing Division Financial Management Services Department Acknowledgment of Addenda: #1 42 #3 -#4 95 Wells Fargo Banking and`trust Services Proposal for City of Fort Worth .tune 2012 M4 Table of Contents Tableof Contents..........................................................................................................................2 ExecutiveSummary ......................................................................................................................3 WellsFargo & Company.................................................................................................................4 Minority and Women Business Enterprises (M/WBE) ..........................................................................5 Insurance ......................................................................................................:.............................6 DedicatedTeam............................................................................................................................7 Oil Gas and Mineral Management Services .......................................................................................9 InvestmentPhilosophy ................................................................................................................ 10 Investment Policy Statement........................................................................................................ 11 AssetAllocation .......................................................................................................................... 13 DueDiligence ........................................................................................................... 16 Performance Reporting ................................................................................................................ 17 FeeStructure ...................................................................................................... ............ 19 Important Disclosure Information ............................................................ ....... 20 .............................. Exhibit I 2 Wells Fargo Banking and Trust Services Proposal far . City of Font Worth June 2012 M4 Executive Summary The purpose of this Executive Summary is to highlight features consistently regarded as competitive advantages by our clients. Wells Fargo offers three key competitive advantages, among many others discussed in our proposal: 1. Our status as a corporate Fiduciary; 2. Access to World Class Investment Managers diligently researched and continuously monitored; 3. Experience and knowledgeable Mineral Asset Management; Our services are delivered through a dedicated Local Team of experienced Fiduciary, Investment and Oil and Gas Professionals. FIDUCIARY ROLE Serving as a corporate fiduciary, Wells Fargo is held to a high standard of conduct by the Office of the Comptroller of the Currency (OCC). This includes standards of due diligence in our investment management offerings and the segregation of client assets from bank assets, which is not available in most brokerage offerings. Your Wells Fargo Relationship Team understands and operates under these fiduciary obligations. WORLD CLASS INVESTMENT MANAGEMENT Wells Fargo is a national leader and one of the oldest and largest financial management institutions in the United States. In 2011, Barron's ranked Wells Fargo the 4th largest wealth manager in the United States. Wells Fargo has exceptional investment management services and a broad depth of investment offerings. Partnering with Wells Fargo's research and access to world class managers through our leading investment management services will assist the City of Fort Worth in striving to achieve the goals of its investment policy statement. SUCCESSFUL TRACK RECORD Wells Fargo is a national provider of Mineral Asset Management Services, delivered by your local Wells Fargo relationship team of oil and gas professionals. We are one of the largest asset managers in the country and our team members average over 20 years of industry and asset management experience. At Wells Fargo, we will honor our relationship with you, be fully committed to your success, and be with you every step of the way. 3 Wells Fargo Banking and`rrust Services Proposal for City of Fort Worth ' June 2012 Wells Fargo & Company Founded in 1852, Wells Fargo & Company (NYSE: WFC) is a diversified financial, services company providing banking, insurance, investments, mortgage, and consumer finance through more than 9,000 Wells Fargo stores, 12,000 ATMs, the Internet, and other distribution channels across North America and internationally. Headquartered in San Francisco, Wells Fargo has $1.3 trillion in assets and more than 270,000 team members across our 80+ businesses. Within Wealth Management, each business line (Private Banking, Investment Management, Trust and Estates, and Brokerage through Wells Fargo Advisors, LLC) has dozens of ancillary services helping clients obtain solutions for their unique needs. We are ranked fourth in assets and first in market value of our stock among our peers. Data is as of December 31, 2011. Our investment management within Wealth Management focuses on providing investment solutions built upon experience gained from over 150 years of helping institutions, individuals, municipalities and families build manage and preserve wealth. We have built one of the most enduring financial services firms in the nation, focused on understanding our clients and helping them achieve their financial goals through a disciplined, goals-based approach and innovative investment solutions. Wells Fargo Wealth Management employs more than 10,000 professionals from coast to coast. Investment management and trust is concentrated among the investment managers (240), specialty asset managers (100) and trust professionals (600). Research is performed by 7 dedicated asset allocation strategy analysts, 10 equity analysts, 6 fixed income analysts, 14 alternative asset analysts and 9 manager research analysts. Distinguishing characteristics of Wells Fargo: • A dedicated investment process is coordinated by a local team of investment professionals focused on delivering institutional-quality investment services. As an investment management services provider, we combine traditional strategic and tactical asset allocation with longer-term structural and thematic investments directed at emerging social, political, and economic trends. Our investment solutions incorporate fixed income, equities, real assets, and complementary strategies • The combined experience of our in-house due diligence team and external partner Rogerscasey provides industry leading due diligence and manager selection. This partnership provides our clients with the confidence that all of their investment managers have been subjected to one of the industry`s most rigorous due diligence and on-going monitoring processes. • Our proprietary risk management analysis includes, but goes beyond, concepts of modern portfolio theory. While we believe that the concept of Modern Portfolio Theory is still very sound, in our view, it needs to be updated to reflect a more complex investment environment. In addition to volatility, risk exposures include equity market sensitivity, fixed income sensitivity, event risk, concentration risk, leverage, lack of transparency, and operational and capital control risks. • Our relationship team includes professionals from our Oil Gas and Mineral Management department. This group of oil and gas professionals has over 20 years average experience in managing mineral assets. • Wells Fargo owns one of the top Socially Responsible Investment (SRI) managers in the industry. Our wholly-owned subsidiary, Nelson Capital Management, has been an industry leading firm specializing in socially responsible investing, including sustainability, since 1974. 4 Wells Fargo Banking and Trust Services Proposal for City of Fort Worth ' June 2012 Minority and Women Business Enterprises (M/WBE) Wells Fargo has a rich history of supporting diversity, dating back to policies developed as early as 1888. As a company, we are committed to strengthening our company and our communities by proactively seeking minority, woman, and disabled-owned suppliers. Over the past 5 years, Wells Fargo has spent over $1 billion dollars with diverse suppliers. Our Corporate Supplier Diversity team is committed to its ongoing goal of making Wells Fargo a leader in the use of quality diverse suppliers. To be one of America's great companies, we strongly believe that Wells Fargo's suppliers must reflect the diversity of our team members, customers, and communities. We proactively seek to procure goods and services from minority, woman, and disabled-owned businesses. Our Supplier Diversity team assists these businesses to access bid and contract opportunities through a combination of: Outreach We actively seek to establish relationships with diverse suppliers through business networking, electronic and print communications, and participation in supplier events nationwide. Certification support We encourage and assist suppliers to gain certification of their minority, woman, or disabled- owned business status from independent local and national agencies. Mentoring The Supplier Diversity team advises and guides diverse suppliers to prepare and position their businesses for maximum access to bid and contract opportunities. Referral We actively communicate with minority, woman, and disabled-owned suppliers, referring relevant Requests for Proposal and other potential business leads. Advocacy Internally, the Supplier Diversity team works to ensure that diverse suppliers are represented and considered by Wells Fargo purchasing managers in all sourcing, contracting, and procurement decisions. Wells Fargo has a proud history — more than 150 years — of supporting our diverse communities through corporate social responsibility. We actively take steps to hire and retain diverse team members, serve diverse clients, and partner with diverse communities. Diversity is part of the foundation of Wells Fargo; it is an integral part of our vision, strategy and continued success. For more information on how Wells Fargo supports diversity, please visit us at htti)s://www.wellsfargo.com/about/diversity. 5 Wells Fargo Banking and Trust Services Proposal for City of Fort Worth June 2012 M, Insurance Wells Fargo Bank, N.A. is insured under the enterprise-wide insurance programs of Wells Fargo & Company. These programs include the following coverage: Coverage: Liability Insurance Insurer: Old Republic Insurance Company Effective Dates: 4-1-10 to 4-1-15 Limits: $10 million per occurrence General Liability $10 million per occurrence Automobile Liability Coverage: Professional Liability (a.k.a. Errors & Omissions) Insurer: Superior Guaranty Insurance Company (a Wells Fargo captive) reinsured by Steadfast Insurance Company Effective Dates: 4-1-10 to 4-1-13 Limits: $100 million per occurrence Certificates of insurance will be provided upon request. 6 Wells Fargo Banking and Trust Services Proposal for City of Fort Worth ,tune 2012 C, Dedicated Team At Wells Fargo, we utilize a team approach to administering accounts for our clients. This structure provides individual, accurate and responsive personalized service. By assembling a team with diverse talents and specialized experience, we are able to focus the right combination of skills to provide high quality services and quickly handle any demands that might arise. 1) Paul Midkiff, CPL Senior Vice President, Oil, Gas and Mineral Strategic Business Segment Manager Paul Midkiff joined Wells Fargo in 2010 and is currently the Manager of the Wells Fargo Oil, Gas and Mineral Management Department. Mr. Midkiff's group includes 25 professionals in five locations providing a comprehensive suite of Mineral Property Management services to help clients maximize returns and minimize risks associated with their mineral holdings. Prior to joining Wells Fargo, Mr. Midkiff did consulting work from 2008-2010 which included being the leasing agent for the City of Fort Worth, and ran the Specialty Assets Group at IP Morgan from 2004- 2008. Paul has been working with the Oil and Gas Industry for over 30 years. Mr. Midkiff received a B.B.A. in Petroleum Land Management from the University of Texas at Austin. He is affiliated with the American Association of Professional Landmen, Fort Worth Association of Professional Landmen, National Association of Royalty Owners, and the Texas Land and Mineral Association. Mr. Midkiff holds the Certified Professional Landman (CPL) and Certified Mineral Manager (CMM) designations. 2) Bryan Frazier, RPL Trust Asset Manager, Oil, Gas and Mineral Management Bryan Frazier joined Wells Fargo in April 2011 as Trust Asset Manager. Bryan works directly with Trust Officers and others within Wells Fargo to establish and administer large and complex oil, gas and mineral portfolios. He confers with customers, professionals and vendors regarding the establishment, administration and operation of said Trust assets. Additionally, in this role, Bryan oversees the negotiation of leases, executes division orders, inspects assets, approves expenditures and joint interest billings, advises on selling assets and arranges appraisals as necessary. Mr. Frazier has been working in the energy sector now for over 8 years. He is a member of the American Association of Petroleum Landmen and the Fort Worth Association of Petroleum Landmen. Prior to joining Wells Fargo Bank, Bryan worked for Dale Operating Company as a District Land Manager. Bryan is a graduate of Texas Christian University where he obtained his Bachelor of Business Administration. Currently, Bryan is attending graduate school where he is seeking his Master's of Business Administration in Oil and Gas Management. 3) Erin Miller Trust Asset Associate, Oil, Gas&Mineral Management Erin Miller has been with Wells Fargo for nearly 4 years and is a member of the National Association of Division Order Analysts. In her role as a trust asset associate for Oil, Gas, and Mineral Management, Erin often acts as a liaison between clients, oil companies, and legal and tax professionals. Her main responsibilities include setting up newly acquired accounts and mineral assets, processing leases and division orders, and overseeing the proper maintenance of mineral ownership during acquisitions, transfers, or closings. She graduated from Western Kentucky University in 2007 with a Bachelor's degree in Biology. 7 Wells Fargo Banking and Trust Services proposal for City of Fort Worth June 2012 4) Heidi Coombs, CFF, CTFA Vice President, Trust and Fiduciary Specialist Heidi Coombs is a Trust& Fiduciary Specialist for the Southwest Region of Wells Fargo Private Bank. As part of trust services, Ms. Coombs works with clients to implement and administer trusts and estate plans to help fulfill clients' philanthropic and wealth transfer goals. Prior to joining Wells Fargo, Ms. Coombs was a Financial Advisor with JP Morgan Chase in Fort Worth. She has been in the financial services industry for more than 18 years. Ms. Coombs completed her financial planning education program at Texas Christian University and earned her Bachelors degree in Business Administration from Montana State University. She is a CERTIFIED FINANCIAL PLANNER TM and a Certified Trust and Financial Advisor. 5) Chuck Watson, CFA Vice President, Senior Investment Strategist Chuck Watson is a Senior Investment Strategist for the Southwest Region of Wells Fargo Private Bank. As part of Investment & Fiduciary Services, he works with clients to create asset allocation strategies and build portfolios to help meet clients' investment objectives while managing risk. Prior to joining Wells Fargo, Mr. Watson was an Investment Advisor at JP Morgan Chase in Fort Worth for 10 years, where he managed investment portfolios for individual and institutional clients. He has been in the investment management industry for 32 years. Chuck earned his B.A. degree in Mathematics and Economics from Emory University and his M.B.A. degree in Finance from Georgia State University. He is a Chartered Financial Analyst® and is a member of the CFA Institute and the CFA Society of Dallas/Fort Worth. 8 Wells Fargo Banking and'Trust Services Proposal for City of Fort Worth June 2012 Oil, Gas and Mineral Management Services Wells Fargo has the experience and capability to meet the City of Fort Worth's requirements. Wells Fargo's Oil, Gas and Mineral Management team is one of the country's largest and most experienced managers of oil, gas and mineral interests. Our professionals average more than 20 years of industry and related oil and gas management experience. As such, we keep abreast of all laws and regulations for royalty processing of oil and gas leases. We currently manage over 31,000 assets in over 2,000 separate fiduciary and agency accounts. The following list of Mineral Management Services is a non-exclusive list of the services that we anticipate may be provided under the Agreement. Upon the request of the City, Wells Fargo will: • Set up assets into multiple accounts as directed by the City of Fort Worth. • Verification of oil and gas division/transfer order interests and income received. • Consult and advise with respect to the selection of third parties for independent audits, engineering services, geological services, casualty and/or liability insurance, appraisals, environmental surveys and field inspections. • Process royalty and rental income. • Provide monthly statements. • Conduct annual review of all assets including: - Income and expenses - Oil and gas production - Volume and price reviews - Review for any funds in suspense Wells Fargo has many years experience in managing oil and gas assets. In addition to our staff resources we have software and management system that we use extensively. These include: • Trust Mineral Management System (TMMS) - Oil and gas land management and revenue processing, system provided by PDS Systems. Enables the Bank to produce a variety of reports to the needs of our clients. • Trust3000 - Mainframe trust accounting system provided by SEI Investments • DrillingInfo - An online data service that provides, geological, oil and gas production and lease management information throughout much of the United States. The production data is used extensively as part of our reviews of royalties to our accounts. This system allows the Bank to track leasing activity surrounding specific properties. • CDEX - A digital data platform developed by Oildex that allows companies to receive critical revenue, expense and production information from oil and gas companies. The utilization of this system enables Wells Fargo Bank to credit revenue electronically on the day the checks are received and allocate the production data to the appropriate properties rather than manually processing the check. 9 Wells Fargo Banking and"Trust Services Proposal for City of Fort Worth June 2012 Investment Philosophy Our philosophy has remained consistent over the many years we have advised clients and managed their assets. The philosophy of approaching investment management in a comprehensive fashion by selecting from a broad range of market capitalization and style classes, equity and fixed income categories, and alternative assets has served our clients well for many years. What has changed over the past ten years are the asset classes available to investors. Although stocks and bonds have remained the foundation of investment portfolios, there have been significant changes in the availability of complementary asset classes for both the individual investor and the institutional investor. Over the last ten years or so, the nation's most successful endowments and foundations have embraced a "4 asset class"approach to investment management. We believe in a four-asset class approach to portfolio management: ♦ Fixed Income Efficient Frontiers:2 vs,4 Asset 15roups ♦ Equities ♦ Real Assets 1° ■ 2k5etCrow ♦ Complementary Strategies 9 4As5etGMP5 Having exposure to four asset classes may minimize the portfolio's total risk exposure and a may increase overall returns over the long term. 9 7- Within each asset class, there is also a mix of investment styles and categories to increase overall diversification. s We employ an open architecture investment 5- platform that includes a full range of traditional investment strategies, such as domestic and 4 4 6 6 10 12 14 116 international equities and fixed income, as well as PJsk(Sta,dadDtrkUm%) a wide range of complementary strategies for institutional investors. This allows us to avoid conflicts of interest by not limiting our universe of potential managers to proprietary solutions. Because of our size and resources, we are able to provide our clients access to some of the most successful specialty asset managers available. Additionally, when determining the appropriate asset classes and weights for a nonprofit, we analyze the expected risk adjusted returns at the asset class level and portfolio level to maximize the probabilities of achieving the desired rate of return while minimizing risk. This philosophy is centered on risk mitigation instead of return maximization. Lastly, the above processes and philosophy are integrated in our approach to spending and investment policy construction. As an organization that relies upon donor support, we understand that your greatest asset is your reputation in the community. In that light, we construct portfolios that are supported by a thoughtful process that can be demonstrated and understood by your current and potential supporters. 10 Wells Fargo Banking and Trust Services Proposal For City of Fort Worth June 2012 C, Investment Policy Statement Our mission is to help our clients manage their fiduciary responsibilities more effectively by providing an objective, strategic, prudent process that supports their investment goals and business initiatives. Our investment management philosophy is carried out through a disciplined, comprehensive, and objective strategic planning process designed to provide a clear and documented plan for managing our clients' assets. This plan is detailed in the Investment Policy Statement (IPS). The IPS development process serves to document, implement, and monitor the decisions made regarding the investment process. Our services are guided by and structured to achieve the goals of the IPS. We view the development and periodic reviews of the IPS as an interactive process in which clients are actively engaged. The IPS is critical in defining how assets will be invested to support the organization's mission and spending policy. We do not believe there are hard rules that dictate the investment structure that is appropriate for all clients; rather, each IPS is a unique document based on the client's specific objectives to include its spending policy. Therefore, we will work with each client to assist/educate in writing, refining an Investment Policy Statement and to develop the appropriate asset allocation and spending policy that is appropriate for each client. Some of the tools available to clients are described below. The initial stage in our investment process would be to assess the City of Fort Worth's objectives and identify any constraints. This would include an assessment of the current investment policy statement, portfolio, spending policy, and risk tolerance, along with any other needs or impediments. The investment policy overlays the organization's willingness to accept the tradeoffs between risk and return, short-term volatility versus opportunity for increased returns, and desire to increase purchasing power over time versus need for current income. Discussing these issues in the context of the institution as a whole helps us determine the appropriate asset allocation and the asset classes within the allocation that will be used to meet the organization's goals. We guide the investment policy discussion for our clients by considering each of the key elements of an investment policy statement, which are: • AssetAllocatlon - defines allowable asset classes, the target allocation of each asset class, and the allowable ranges around the target for each asset class. ■ Risk/Return Objectives - defines the organization's willingness and ability to take risk and is the framework for the asset allocation strategy, the most significant determinant of the investment portfolio's returns. • Liquidity - the spending policy and the availability of desired cash flow from the portfolio need to be considered; if a total return strategy is chosen to generate necessary liquidity, it is important to understand the potential impact to future returns when assets need to be sold for liquidity at a time when asset values may be low. • Rebalancing - provides guidelines for rebalancing the portfolio when the actual asset allocation deviates from the defined targets. A rebalancing policy adds discipline to the investment process. • Investment Vehicles and Guidelines - defines approved investments and the target percentage for each, and guidelines for each investment vehicle (e.g.; maximum exposure to a single company, credit quality guidelines for a fixed income portfolio). • Responsibility - defines the responsibilities of the investment manager, board members, investment committee and/or staff, including language that tracks the Uniform Prudent Management of Institutional Funds Act (UPMIFA). ■ Performance Objective - defines performance objectives for the investment program and the investment managers and establishes benchmark parameters. ■ Socially Responsible Screens - defines the exclusion or inclusion of specific values in portfolio construction. ■ Other- the policy can include any other important guidelines or practices unique to the organization. We recommend that the investment policy statement include provisions of applicable state laws such as the Uniform Prudent Management of Institutional Funds Act, and that it articulates an understanding of the fiduciary roles of both the board and Wells Fargo. We can assist the Investment Committee in integrating applicable state laws which will acknowledge and incorporate the following issues: I Wells Fargo Banking and Trust Services Proposal for City of Fort Worth June 2012 24 • Duty of Care with Investments - General Economic Conditions - Inflation and deflation - Tax consequences - Role investment plays in portfolio - Total return - Other resources - Current need vs. preservation of capital Assets special purpose with regard to organization - Allows pooling and delegation • Duty of Loyalty • Duty to Manage Costs • Duty to Diversify (except in special circumstances) Importantly, the Investment Policy Statement serves as a guide for decisions. We believe a review of the Investment Policy Statement on a regular basis is the best approach to monitoring adherence. Because of its importance to investment activities, we are dedicated to the development and annual or more frequent review of the Investment Policy Statement. 12 Wells Fargo Banking and Trust Services Proposal for City of Fort Worth June 2012 Asset Allocation Wells Fargo makes extensive use of various asset allocation and portfolio diversification and optimization techniques. Many of the conceptual underpinnings of these techniques were pioneered by Wells Fargo and are still being used within the investment community today. We believe that asset allocation, or the process of combining different types of assets into a portfolio designed to maximize the chance of meeting specific investment goals, is by far the most important factor explaining the variability of an investment portfolio's return. As demonstrated by the following chart, a review of annual market returns by asset class demonstrates the wide range of performance results over time, and the difficulty of predicting or"timing"the market. The top performing asset class one year often ranks near the bottom in subsequent periods, while poorly performing segments of the market often return to favor, achieving positive returns. By creating an appropriate allocation that includes a variety of asset classes, Wells Fargo may reduce the risk to investor portfolios, and achieve returns that are more consistent over time. Benefits of Diversification 1996 1596 1997 1998 1009 2000 2001 2002 2003 2004 2006 2006 2007 2008 2009 2010 2011 Average NM_ Nam ,0 BMW No ®_ .�.Portfolio °Ind 201KoMW ®. Porlfo b Portfol%MMNN .'S.8%: Fb= 20J94. ftlanced 1 WW®®. MOWN®Portfolio Portfolio � olioPo NO. 3,6% 7.6%. 4% Balanced Polio WON �� ® 4 EMOMMMMMEMEN NO .WWgWAM 13.0KENKMW Balanced W. W W n� BalanoetIMMM =MNOW P0401k) M1 M M M®r"MmWW MMMMMOM""'L WW CPI=US Inflation Large Index=Russell 1000 Mud Index=Russell Mdd Cap Fsnerg Mkls=MSG Emerging Markets Treasury Bills=LIS T-Bill 90 Day Large Grow lh=Russell 1000 Grow th Srrall Index=Russell 2000 RBTs Index=FTSS U4%RER Equity RErrs Bonds Agg=BarCap USAggregate Bond Index Large Value=Russell 1000 Value SAFE=MSG EAFE Convnod=M-USS Corrrradity Balanced Portfollo=43%Bonds Agg:18%Large Index;5%14d Index;3%Small Index:12%EAFE 5%Ernerg Mkts;9%REfrs Index;5%Cornrnod As of 12/31r11 Source: WMG Research; Morningstar Encorr Portfolio Optimization is a mathematical technique for finding the portfolios that lie along the efficient frontier. Wells Fargo investment professionals employ customized modeling software to optimize a series of portfolios on the efficient frontier, seeking to provide the highest expected return for a specified level of portfolio risk. The use of non-correlating assets, such as, complementary, commodity and real estate may further optimize an allocation. Using a technique referred to as Monte Carlo simulation, we are able to examine an individual portfolio's likely reaction to a variety of market conditions, and to estimate the probability of achieving future goals. These processes help enable Wells Fargo structure an appropriate portfolio for an organization's stated goals and risk tolerance. In constructing a portfolio, our investment professionals look to include asset classes that have a low correlation to each other, i.e., those that typically react differently to changes in economic conditions. For example, large growth stocks have historically behaved very differently than international bonds to the same economic conditions. While one asset class may lose value during a particular economic cycle, another may remain stable or increase in value. Investment research has shown that diversification among asset classes not only reduces risk but may also increase the overall performance of the portfolio. 13 Wells Fargo Banking and"Crust Services Proposal for City of Fort Worth t June 2012 While individual asset class performance can be attractive by itself, adding complementary asset classes may produce improved results. Strategic Asset Allocation Wells Fargo believes that strategic asset allocation determines the largest percentage of the variability of portfolio returns. The strategic allocations illustrated in the following chart represent Wells Fargo's neutral positions. Beyond traditional equities and bonds, these allocations also include hedge funds, private equity, real estate, and commodities. Our philosophy is that the prudent use of traditional and complementary asset classes should be strongly considered in order to achieve superior risk/return relationships. Therefore, each portfolio is uniquely built with an appropriate number of securities specific to the institution's individual needs. We would have a discussion on certain accreditation levels that must be met for alternative investments. Our strategic asset allocations are based on long-term strategies. However, capital markets tend to move in cycles, and there can be short-term opportunities to enhance the risk/return relationship within a portfolio by temporarily adjusting the allocations. The tactical asset allocation over- and under-weights are designed to provide guidance on shorter-term (less than one year) weightings in the portfolio. The strategic allocations illustrated below represent our current neutral positions. Using sophisticated asset allocation techniques to evaluate how best to combine these investments in a portfolio to help meet our clients'goals and expectations, is the intent of Portfolio Optimization. Four Asset Groups: Stocks, Bonds, Real Assets, and Complementary Strategies Strategic Asset Allocation March 15, 2012 —April 16, 2012 Investment Objective Foxed Balanced- Balanced- Maximum Income Income Income Balanced Appreciation Appreciation Appreciation Cash Equivalents 3% 396 3% 3_%_ _ 3% 3%_ _ 396 Short-Term Taxable Bonds 10% 7% 5% 4% — 296 Intermedlate-Term Taxable Bonds 46% 3496 25% 17% 10% 5% --- -----------..._............................... ----------------- — -------- ---._._.-....-._.-..--------------------------..._.-..-..._...._. Long-Term Taxablellonds Fixed US.High Yield 6% 69 6% 596 4% 29 Developed Market Bonds — 20% 15%_ 12% 791 496 — Emerging Market Bonds 396 _3% _ 396 3% 4% 4% Total Fixed Income 88% 68% 5496 3996 27% 14% 3% US,Large Cap 9% 10% 14% 1696 18% 20% _ U.S.MidCap 396 4% 5% 6% 7% 8% U.S.Small cap __ 2% 396 4% 5% 6% Developed Market Equities � 6% 6% 10% 12% 14% 160,6 ................----------------------------.... _..........._..._...._...._........._.----------- Emerging Market Equities 3% 5% 7% 110A 15% Total Equities 18% 25% 37% 45% 55% 65% Real Estate—Global REITs 2% 346 3% 3% 4% 496 496 _._ _...__..._-•-•---......-----_-----___..._...._._..._ RealFstate—PrivateREITe 3% 4% 4% 4% 4% ----- _. Commodl6es 3°6 3% 4% 556 5% 6% 6% _.._....._....._......._............_....-... ..-----------------------------------...... .........------_ .._...._..... _-...-.-.....--------..-.-_...-.-..-......_....-.._........................_............. Total ReatAssets S% 6% 10% 12% 13.% 14% 14% HedgeFunds--Conservative* 3% 4% 34A 2% Hedge Funds—Diversified` 496 496 49 5% 6% 69 6% ..........._.__._...._.........................._..___.._...__._........_...._.._._.__....__....._...._...___.......... Hedge Funds—Aggressive" 2% 3% 5% 6% 7% Private Equity" 2% 2% 496 5% 5% ITatal CompkMentaty Strateglee 7% 8% 11% 12% 15% 1796 10% Summary Statlstla—Based on forward-looking capital market amnip0ons fsee page 81 Total Return 5.36% 6.36% 7.33% 8.1516 8.98% 9.7656 10.28% Standard Deviation 4.29% SAN 7.10% 9.02% 11.01% 73.06% 14.53% Yield 4A8% 3.99% 3.63% 3.17% 2.8196 2.29% 1.74% Sharpe Ratio 0.43 0.53 0.54 0.52 0.50 0.48 0.47 Some alternative investments(complementary strategies and real assets)are not suitable for nonprofit organizations. Investors must be pre-qualified. 14 Wells Fargo Banking and Trust Services Proposal for City of Fort Worth ' June 2012 Tactical Asset Allocation To complement our Strategic Asset Allocation, the Strategy team employs a Tactical Asset Allocation approach to take advantage of perceived mispricing in the marketplace and to minimize the potential of undue harm to our clients' long-term objectives. Our tactical recommendations are based on a combination of qualitative expectations about the economy and markets and quantitative analysis of momentum and valuation measures. They are intended to have a lifespan of six to eighteen months. We anticipate that all asset classes within our strategic portfolios will experience periods of strong/weak performance relative to their historical norms. We are not attempting to avoid all natural ups/downs associated with each asset class, as these are inherent in our diversification process (uncorrelated returns). We do not believe that we can predict which asset class will be superior; therefore, a fully diversified approach for the long term remains our best strategy. Patience and discipline are important elements of this analysis. Tactical tilts will likely alter a portfolio's risk exposures only slightly. They are not intended to change the nature of the portfolio so much that the portfolio migrates to a different investment objective. Tactical over- and under-weightings are customized to each organization's preference for stronger or weaker tilts away from the strategic recommendations. Some organizations may prefer not to employ any tactical tilts based upon policy guidelines. Select Qualitative factors influencing tactical weights: ■ Our expectations for economic growth or weakness ■ Our expectations for the value of the dollar ■ Shape of the yield curves in the taxable and tax-exempt markets ■ Risk premium in the equity markets (VIX) and fixed-income markets (credit spreads) Select Quantitative factors influencing tactical weights: ■ Valuation based on P/E, P/B, EV/EBITDA, dividend and earnings yield (low valuations are favored, subject to momentum) • Macroeconomic factors Including monetary policies, yield curve, and proprietary analysis • Price momentum — price or total return over various periods is used to confirm the valuation signal, for example, an "undervalued"asset will not be over weighted if momentum is negative. 15 Wells Fargo Banking and Trust Services Proposal for City of Fort Worth ' June 2012 Due Diligence We employ 44 full-time dedicated due-diligence research analysts covering external investment managers. In addition, our internal due diligence research process is bolstered by the relationships established with external institutional consulting firms which include (but not limited to) Callan Associates, Rogerscasey and Hedge Fund Research to expand investment universe coverage, capabilities and awareness Wells Fargo utilizes robust and well resourced in-house and outside due diligence teams. We have partnered with Rogerscasey', a premier independent institutional consulting firm since 1968 and a pioneer of the consulting industry. We are able to leverage their 40 years of experience and vast database to perform initial screening and due diligence. We then use our own due diligence team to make the final decision and select managers that complement each other in our universe. This partnership provides our clients with the confidence that all of their investment managers have been subjected to one of the industry's most rigorous due diligence and on-going monitoring processes. We believe our approach gives our investment professionals a competitive advantage. The industry standard for retail and fiduciary clients is a relatively simple quantitative screen of a broad universe of managers. We believe this approach is analogous to attempting to drive a car looking solely in the rear view mirror. The majority of top performing managers in one year typically do not outperform their peers in the years following. The focus of our process is to identify the managers and investment teams who truly demonstrate skill. We feel our deeper qualitative approach offers a much more balanced and fully informed understanding of how a manager is likely to perform over time. Such an understanding adds value in the following important ways: ■ Helping improve clients' probability of investing with more successful investment managers, cementing our long-term relationship with each client. ■ Containing more rigorous monitoring of our clients'investments, so there is less likelihood that we will need to go back to them to speak about manager changes. ■ Providing clients with more consistent advice when action is needed. Through our manager offering, we believe that the money managers our investment professionals are recommending to clients are likely to show more consistent performance than that of their peers over time. Our initial manager screening process is typically not connected with any particular search but, rather, is a continual process of searching for, screening, meeting with, and evaluating managers In an attempt to find new and different managers which demonstrate the qualitative and quantitative characteristics critical to successful investment management. Manager names are typically sourced through internal research and database screens, client referrals, general industry knowledge, or manager-initiated meetings. With our due diligence partners, we screen thousands of managers during our selection process. On an on-going basis, we monitor hundreds of managers that may potentially be selected to join our approved manager list should a like-style manager be removed. Through this rigorous due diligence process, we evaluate, recommend, and monitor managers that oversee both traditional and non-traditional investment vehicles of virtually every type, including separately managed accounts, mutual funds, private placements, and real estate funds. We meet our approved managers no less frequently than every eighteen (18) months; these meetings are typically conducted in-house. Notes on Rogerscasey Innovators in investment research since 1968, Rogerscasey is among the nation's leading global providers of comprehensive investment solutions for a broad spectrum of corporate and public retirement plans, endowments, foundation, financial Intermediaries, healthcare systems and large high net worth individuals. Rogerscasey has over 125 employees, including 25 senior investment consultants and 30 research professionals, operating in seven offices across the United Stated, Canada,and Europe. 16 Wells Fargo Banking and Trust Services Proposal for City of Fort Worth ' June 2012 Performance Reporting Investment Scorecard is a performance measurement system offered by Informa, which provides a web browser-based application for performance analysis. Scorecard produces a pre-determined client-ready report package (quarterly) and manager reports (monthly). There is also a capability for the Investment Manager to see all the available report pages and pick specific pages to be included in a client report. With Scorecard, investment managers have the ability to analyze portfolio performance at the account class level (top down) and the underlying asset level (bottom-up). This tool provides drill-through analytics across multiple asset classifications and helps investment managers understand the key drivers of performance. Account information, transactions information, and asset holdings information are extracted from Wells Fargo's accounting system. Investment Scorecard calculates monthly rates of return using the Modified Dietz formula in most situations. Beginning and ending market values are calculated based on trade date accounting and include accrued interest and income. Investment Scorecard utilizes a monthly, time-weighted rate of return. A time-weighted rate of return takes into consideration the cash flows that occur during the month and more evenly distributes the effect of the flow. This method does not require daily valuations. Instead, it uses the beginning and ending market values for the period and weights each cash flow by the amount of time it is invested. Some of the factors we consider critical in reporting performance are segmentation, the use of composites and benchmarks and to provide investment performance calculations at a detail level. Investment Scorecard allows Wells Fargo to meet all those factors. The system supports unlimited segmentation of accounts, and calculates performance at the security level. The system also supports unlimited use of composites and benchmarks. The system also creates customizable reports that show any combination of periods, sectors, or benchmarks. Wells Fargo follows a consistent and rigorous calculation methodology, which employs the following standards: ♦ Monthly performance returns calculated using a time-weighted Modified Dietz method ♦ All returns include cash ♦ Dividends and Income are recorded on an accrual basis and are reinvested ♦ Trade date accounting is used for securities transactions This information is designed to assist you in evaluating our performance calculation methodology. We are pleased to provide any further information regarding these calculations you may require. As our client, each month you would receive an account summary reflecting asset and transaction details. Additionally, every quarter you would receive a performance report illustrating historical and quarterly performance for your portfolio versus the appropriate indices. The monthly client statement is typically mailed after the 2„d business day following month end and are available online the 3'd business day. (Depending on portfolio holdings and to insure pricing accuracy, some clients are set up to generate statements after the 51" business day. These are available on line the 6k" business day.) Performance information will be available to the staff by the 101" business day after month-end. Typically, the information is available sooner than that; however, to the extent the information needs to be reviewed and/or reformatted prior to delivery to client, two or three additional business days might be required prior to delivery. The information can be provided to the client in hard copy or email form. The use of certain complementary asset classes may delay final performance reports. Online Access Wells Fargo provides on-line access to the portfolio. Through a secure internet site, you will have the ability to review the portfolio and obtain transactional details. We offer the convenience of"view only" access whenever and wherever you like, 24 hours a day, 7 days a week. Designated members can access the following information: ■ Account Summary. Presents a snapshot of the portfolio account balance including a chart showing the relative weighting of each asset class within the portfolio. 17 Wells Fargo Banking and Trust Services Proposal for City of Fort Worth CIOJune 2012 • Account Profile. Provides important account identification information including the account name, account number, type, tax identification number, and the name of your relationship manager. Investment Detail. View information about each of the portfolio holdings, including current value, current price, estimated annual income, yield, total cost and unrealized gain/loss. ■ Activity Detail. Provides a chronological presentation of account activity. Designated members may also download the information contained on the Activity, Detail and Investment Detail pages and print any report viewable online. 18 Wells Fargo Banking and"Trust Services Proposal for City of Fort Worth June 2012 M, Fee Structure Our fee structure is based on a percentage of the assets under management. The fee reflects a 200/0 discount to our High Net Worth Fee Schedule. A copy of the fee schedule has been included as Exhibit I. We anticipate the Wells Fargo fee for investment management, administration, consulting and custody to be approximately .44% or$145,600 annually. This fee is based on a portfolio value of$33 million. In the interest of full transparency, there are fees associated with the use of mutual funds, index funds, Exchange Traded Funds (ETF's), separate account managers and certain complementary strategies (alternative asset classes) that are either charged at the fund level, or are passed-through expenses to the City of Fort Worth. These are not fees paid to Wells Fargo. These fees are consistent with the use of these types of investment vehicles regardless of the investment management provider. Oil, Gas and Mineral Interests are not included in the annual market value fee calculation. They are traditionally charged a flat fee per property and additionally assessed fees as a percentage of gross revenue for producing royalty, overriding royalty and mineral interest; gross revenue of working interests; total bonus for lease/farm-out negotiations; daily rentals; and sale proceeds. Given the estimated $1.4 million in monthly revenue, we propose a flat fee for Oil, Gas, and Mineral Management for the City of Fort Worth of$16,000 per month. This fee is an 82% discount to our Oil, Gas, and Mineral Fee Schedule included on page three of Exhibit I. Please refer to Exhibit I— Wells Fargo Fee Schedule. 19 Wells Fargo Banking and'Trust Services Proposal for City of Fort Worth June 2012 Important Disclosure Information Wells Fargo Wealth Management, a part of Wells Fargo&Company, provides products and services through Wells Fargo Bank, N.A. and its various affiliates and subsidiaries. Wells Fargo Private Bank is a part of Wells Fargo Wealth Management. The information and opinions in this report were prepared by the Investment Management arm of Wells Fargo Private Bank,a division of Wells Fargo Bank, N.A. (WFB). Information and opinions have been obtained or derived from information we consider reliable, but we cannot guarantee their accuracy or completeness. Opinions represent WFB's opinion as of the date of this report and are for general information purposes only. WFB does not undertake to advise you of any change in its opinions or the information contained in this report. Wells Fargo&Company affiliates may issue reports or have opinions that are inconsistent with, and reach different conclusions from, this report. Past performance does not indicate future results. The value or income associated with a security may fluctuate.There is always the potential for loss as well as gain. Investments discussed in this presentation are not insured by the Federal Deposit Insurance Corporation and may be unsuitable for some investors depending on their specific investment objectives and financial position. Asset allocation and diversification do not assure or guarantee better performance and cannot eliminate the risk of investment losses. Your individual allocation may be different than the allocation mentioned here due to your unique individual circumstances, but is targeted to be in the allocation ranges for your objective. The asset allocation referenced in this material may fluctuate based on asset values, portfolio decisions,and account needs. The asset allocation suggestions referenced in this material do not take the place of a comprehensive financial analysis. Investing in foreign securities presents certain risks that may not be present in domestic securities. For example,investments in foreign and emerging markets present special risks including currency fluctuation,the potential for diplomatic and political Instability, regulatory and liquidity risks,foreign taxation and differences in auditing and other financial standards. Fixed income securities are subject to availability and market fluctuation. These securities may be worth less than the original cost upon redemption. Certain high-yield/high-risk bonds carry particular market risks and may experience greater volatility in market value than investment-grade corporate bonds. Government bonds and Treasury bills are guaranteed by the U.S. government and, if held to maturity,offer a fixed rate of return and fixed principal value.Interest from certain municipal bonds may be subject to state and/or local taxes and in some instances, the alternative minimum tax. Real estate investment carries a certain degree of risk and may not be suitable for all investors. Some alternative investments may be available for pre-qualified investors only. Some alternative asset classes may not be appropriate for foundations due to their generation of unrelated business taxable income, Hedge strategies and private Investments may be speculative and involve a high degree of risk. Hedge strategies and private investment performance can be volatile.An investor could lose all or a substantial amount of his or her investment.There is no secondary market for the investor's interest in a hedge fund or private equity investment and none is expected to develop.There may be restrictions on transferring interests in a hedge fund or private equity investment. Nelson Capital Management is a registered investment advisor and a non-bank affiliate of Wells Fargo&Company. Wells Fargo&Company and/or its affiliates do not provide legal advice. Please consult with your professional tax or legal advisors to determine how this information may apply to your own situation. Brokerage services are offered through Wells Fargo Advisors, LLC(member SIPC), a separate non-bank affiliate of Wells Fargo &Company. Financial Advisors are employees of Wells Fargo Advisors, LLC(member SIPC), a separate non-bank affiliate of Wells Fargo& Company. Wells Fargo affiliates may be paid a referral fee in relation to clients referred to Wells Fargo Bank, N.A. (WFB). Wells Fargo Bank, N.A. offers various advisory and fiduciary products and services. Financial Advisors of Wells Fargo Advisors, LLC (member SIPC)„ a separate non-bank affiliate, may refer clients to the bank for an ongoing or one-time fee.The role of the Financial Advisor with respect to bank products and services is limited to referral and relationship management services. WFB is responsible for the day-to-day management of the account and for providing investment advice, investment management services and wealth management services to clients.The Financial Advisor does not provide investment advice or brokerage services to WFB accounts. Additional information is available upon request. © 2012 Wells Fargo Bank, N.A, All rights reserved. Investment and Insurance Products: ■ Are Not insured by the FDIC or any other federal government agency • Are Not deposits of,or guaranteed by the Bank or any Bank affiliate ■ May Lose Value 20 Exhibit I Wells Fargo Fee Schedule M Investment and Fiduciary Services Fee Schedule forAgency,IRA, and Revocable Trust Wells Fargo's primary mission is to work with you to create a personalized and comprehensive plan designed to help meet your financial and wealth management goals.We provide discretionary asset management adhering to a disciplined investment process that includes understanding your current financial priorities,time horizon,and risk tolerance.As a client of Wells Fargo,you will enjoy many exclusive benefits including a local Relationship Manager who serves as your primary point of contact and coordinates an experienced team of local specialists. You also have the support of a dedicated service team that is responsible for the day-to-day administration of your account and is committed to help manage your wealth plan so that it is carried out effectively and consistently. Investment Services may include. Annual Fees* ■ Investment planning, including review of financial (Based on periodic market value of managed assets, documentation, transition strategies and including specialty assets) investment statements Annual Rate on ■ Asset allocation strategies and portfolio ProprietaryAnnual construction using a disciplined, goals-based Portfolio Tiers Rate Funds approach ■ Investment selection, monitoring and periodic First$10,000,000 0.80% 0.60% formal reviews next$10,000,000 0.50% 0.40% ■ Daily investment of principal and income cash For balances over 0.40% 0.30% w Investment reporting, including periodic cash, $20,000,000 asset and portfolio statements ■ Tracking and analysis of corporate reorganizations *Please see pages 2-3 for additional information about these fees and services and for additional fees that may apply. and other capital changes For purposes of calculating the Annual Fees on the Portfolio ■ Reallocation and rebalancing of portfolio as Tiers above, the Annual Rate is applied first. The Annual Rate necessary on Proprietary Funds is then applied beginning with the next dollar within the Portfolio Tiers corresponding to the aggregate ■ Access or use of equity and fixed income market value. strategies In addition to the Annual Fees, Sub-adviser and fund level fees Administrative Services may include. are charged separately and are disclosed in your statement and applicable disclosure document. ■ Fiduciary accounting and record keeping Fees are calculated and collected monthly and taken in arrears. ■ Regular administrative account reviews Fees are subject to change upon notice. ■ Calculation of the Grantor Required Minimum Distributions (RMD) ■ IRA contribution and disbursement processing ■ Ability to purchase real estate property and other non-financial assets, subject to pre-acceptance review ■ Payment of bills ■ Custody of assets (HNW) Effective Date 06/11 CAR# 0611-3201 Investment and Fiduciary Services—Fee Schedule—Agency,IRA,and Revocable Trust TP800420(587210 Rev 01 10/15/11) Page 1 of 3 Specialty Asset Management We also provide comprehensive management services for these complex assets including: Real Estate Assets. Oversight of property and third party managers, rent collection, expense payment, tenant relations, maintenance/repairs, inspections and insurance placement. Loan Assets. Services include payment collection, modifications/extensions, delinquency management, title perfection, and foreclosures. Closely Held Assets. Management of client's interests in various non-publicly traded entities, such as companies, partnerships, limited liability companies, and private REITs. Oil, Gas, and Mineral Interests. Services include negotiating contracts and leases, processing royalty and rental income, overseeing property tax payments, reviewing and executing division orders, negotiating seismic permits and providing reports for income tax preparation," **Oil, Gas, and Mineral Interests are not included in the annual market value fee calculation and will be assessed fees separately. See page 3 for details. Additional Services and Associated Fees Specialty Asset Management Services General Except as noted below, real estate and specialty assets are Wells Fargo retains the right to charge special fees for included in the annual market value fee calculation. extraordinary services not covered in this fee schedule. Managed real estate, loan, and closely held assets are These services will be charged at a rate of$200/hr. valued periodically. Insurance will be maintained, as For fees relating to the death of a grantor, the Trust and appropriate,on specialty assets. Premiums will be charged Estate Settlement fee schedule shall be utilized. Al the account. For all other accounts, a termination fee may be charged All real estate, loan and closely held assets {managed or based on time and complexity with a minimum fee of non-managed) held l a Managed ati will be included in P tY the annual market value fee calculation and valued $1,000. annually. Fees shown represent services provided by Wells Fargo and Closely Held Asset Management do not include the services of third party professionals employed by Wells Fargo on behalf of the account. Such Wells Fargo retains the right to charge fees for extraordinary third party fees may include, but are not limited to, fees services for sales and acquisitions of closely held assets: paid to third party property managers, attorneys, certain Values less than $50,000 @$200/hr; Values greater than tax preparers, real estate brokers and appraisers, and fees $50,000 up to 6%of sales/acquisition price. Other for insurance, title curative services and property tax extraordinary services (e.g.,business reorganizations,direct processing and monitoring, business management, board representation) will also be The annual market value fee rates may be increased by charged at the rate of$200/hr. 0,10% when Wells Fargo acts as co-trustee or shares Loan Asset Management management/investment authority with the client or a third Wells Fargo retains the right to charge fees for extraordinary party services at the rate of$200/hr for transactions that are Brokerage commissions on trades in an account are beyond ordinary asset management, including, but not charged to the account. Brokerage commissions on trades limited to: chronic delinquency management, in common trust funds are charged to the funds. modifications/restructures, and sales and foreclosures. Where fees require mandatory court approval,fees disclosed Real Estate Management in this fee schedule may be modified by the court. Non-income producing single family residences are not included in the annual market value fee calculation and will Tax Services be charged a flat annual fee of$1,250. Wells Fargo fees for fiduciary tax services are quoted in a Wells Fargo retains the right to charge fees for extraordinary separate fee schedule. services at the rate of$200/hr for transactions that are beyond ordinary asset or property management including, Complementary Strategies but not limited to, capital improvements,environmental Except as noted below,complementary strategies are remediation,governmental compliance, insurance claims, included in the annual market value fee calculation. and litigation and title issues. Fees for sales/acquisitions or lease negotiations are charged A special one-time fee of 50 basis points (0.50°l0) is charged on the value of non-exchange traded customized to 10%of gross sales/acquisition price or gross revenues alternative instruments at the time the investment is for the term of the lease, respectively.These fees will vary made. depending, in part,on whether a third party broker is used in the transaction and are in addition to any third party Wells Fargo fees for certain options strategies are quoted brokerage commissions charged. in a separate fee schedule. Managed real estate,loan and closely held assets are Management STAM included in the annual market value fee calculation and in Short Term Asset Mana 9 � addition may be charged a minimum annual fee of Wells Fargo fees for amounts invested in the Wells Fargo $500/asset for assets valued at$40,000 or less. STAM portfolio are not included in the annual market value Non-managed real estate, loan and closely held assets are fee calculation and will be charged pursuant a separate fee not included in the annual market value fee calculation, schedule. (HNW) Effective Date 06/11 CAR#0611-3201 Investment and Fiduciary Services—Fee Schedule—Agency,IRA,and Revocable Trust TP600420(587210 Rev 01 10/15/11) Page 2 of 3 with the exception of Managed IRAs, and will be charged a Wells Fargo may receive research paid for by"soft dollar" flat annual fee of$500/asset, credits from executing broker/dealers on securities OII, Gas,and Mineral Management transactions as permitted in Section 28(e) of the Securities and Exchange Act of 1934. Not all research generated may Oil, Gas, and Mineral Interests are not included in the be useful to each account for which a particular transaction annual market value fee calculation, but will be charged an was made.In exchange for those research services, an annual base fee of$35 per property. Additionally, the account may pay somewhat higher commissions for the following fees will be charged: securities transaction than commissions obtainable on a non- ■Percentage of gross revenue for producing royalty, soft dollar basis. In instances where a service includes both overriding royalty and mineral interests: 6% a research component and a non-research component,the -Percentage of gross revenue for working interests: 8% non-research portion will be paid in"hard dollars"by Wells ■Percentage of total bonus for lease/farm-out Fargo Bank.The types of products, research or services negotiations: 6% Wells Fargo obtains with"soft dollars"includes various ■Percentage of delay rentals: 6% quotation services with real time, options,and exchange -Percentage of sale proceeds: 6%. pricing; information on various indices; information on current versus historical equity spreads,risk/return analysis, Other Services analytical reports,financial statements,charting,graphics Any fees for services that are not covered in this fee and screening of fundamental data, economic and political schedule will be disclosed in a separate fee schedule. data. Wells Fargo determines in good faith that the commissions are reasonable in relation to the value of the brokerage and research provided. Disclosures General Information Proprietary Funds "Annual Rate,"as referenced on the first page of this fee "Annual Rate on Proprietary Funds,"as referenced on the schedule,is an account level fee that applies to certain first page of this fee schedule, is an account level fee that assets which include, but are not limited to, individual applies to funds which include, but are not limited to, securities; mutual funds, common trust funds and private mutual funds, common trust funds and private funds from funds from which Wells Fargo or an affiliate does not receive which Wells Fargo or an affiliate receives an investment an investment management or advisory fee; assets management or advisory fee. In addition, fund level fees managed by a third party sub-adviser; specialty assets; and are charged separately and are disclosed in the applicable bank deposits (including Wells Fargo deposits). In addition, prospectus, private placement memorandum, or other sub-adviser and fund level fees are charged separately and applicable disclosure document available upon request. are disclosed in your statement,applicable prospectus, Wells Fargo and/or its affiliates may provide services to private placement memorandum,or other disclosure certain funds and may receive compensation for these document available upon request. services as set forth in the applicable prospectus or private Wells Fargo may invest available cash in an Account, placement memorandum or other disclosure document for pending disbursement or investment, in a cash management the fund. vehicle which may include a Wells Fargo deposit account,or Where Wells Fargo or an affiliate receives fund level an affiliate or in shares of a registered investment company investment management or investment advisory fees from (mutual fund)from which Wells Fargo or an affiliate may proprietary mutual funds, common trust funds or private receive compensation. funds, the account will not be charged similar fees at the Wells Fargo may receive compensation ("float`)from the use account level. of uninvested funds,which accrues on payments made from Common trust funds are bank sponsored commingled an account(e.g., distributions and expense payments) and funds subject to primary regulation by the Office of the other funds received too late in the day to be invested on Comptroller of the Currency and available when Wells that day. Earnings on the float depend on the specific Fargo serves as trustee.There may be a fund level investment,the current rate, which is generally a money investment management fee paid to Wells Fargo on these market rate,and the period of time during which the funds funds. are available. Wells Fargo's handling of uninvested cash is consistent with usual and customary banking and fiduciary practices,and any float earnings realized by Wells Fargo or any affiliate will be compensation for services in addition to its regular fees. Wells Fargo affiliates may be paid a referral fee in relation to clients referred to Wells Fargo Bank, N.A. Wells Fargo Bank, N.A. offers various advisory and fiduciary products and services, Financial Advisors of Wells Fargo Advisors, LLC, a separate non-bank affiliate, may refer clients to the bank for an ongoing or one-time fee.The role of the Financial Advisor with respect to bank products and services is limited to referral and relationship management services. The Bank is responsible for the day-to-day management of the account and for providing investment advice, investment management services and wealth management services to clients. The Financial Advisor does not provide investment advice or brokerage services to Bank accounts. © 2012 Wells Fargo Bank, N.A., All rights reserved. (HNW) Effective Date 66/11 CAR#0611-3201 Investment and Fiduciary Services—Fee Schedule—Agency,IRA,and Revocable Trust TPB00420(587210 Rev 01 10/15/11) Page 3 of 3 Tax Services Fee Schedule Tax Services Federal Form # Fee* Trust Fiduciary—Revocable** 1041 $350 Trust Fiduciary—Irrevocable** 1041 $500 Probate or Trust Fiduciary 1041 $500 (during administration period) Foundations 99OPF Hourly fee for services rendered*** Charitable Split Interest Trusts 1041A/5227 $600 Other Charitable Trusts 990 Hourly fee for services rendered*** Individuals 1040 $600 Non-Resident Alien 1042S $400 Other Tax Services Custody/Agency Tax Summary Letter No Fee Copies of 3 Prior-Year Returns for Successor Trustee $30 Outside Accountant Worksheets $300 Other Returns or Research that is Account Specific Hourly fee for services rendered*** Date of Death-Marketable Security Asset Valuations $3.50/asset Extraordinary Services $200/hour Fees shown represent services provided internally and also may include expenses for the utilization of a third-party tax preparer retained and paid for by Wells Fargo.Please see your statement for additional information, including the identity of any third-party tax preparer. Fees may be collected monthly, quarterly or annually and will be shown on the account statement. We reserve the right to change the frequency of the fees charged. Fees are subject to change upon notice. *Tax service fees include preparation of corresponding state tax forms,if applicable. **Fees for separate share or multiple entity accounts may be subject to additional hourly fees. ***Fee estimates available upon request. Hourly tax preparation charges may be subject to annual CPI increases. © 2012 Wells Fargo Bank, N.A., All rights reserved. Effective Date 10/11 CAR# 1011-4896 Tax Services-Fee Schedule PCS-TRO8120(587327 Rev 02 10/15/11) Page 1 of 1 f Third Party Sub-Adviser Fee Disclosure Balances invested with third parry Sub-advisers are subject to the Annual Rate stated on the Fee Schedule.In addition,Sub-adviser fees are separate expenses charged directly to the Account.Generally,Sub-adviser fees are within the fee ranges for specific sub-asset classes stated below.Actual fees charged to the Account can be found on the periodic account statement of assets and transactions.Sub-adviser fees are subject to change. Third Party Sub-Adviser Fees Asset Class and Sub-Asset Class Fee Ranges F xed in orne c Taxable Fixed Income 0.15-0.45% Tax Exempt Fixed Income 0.15-0.45°lo High Yield Fixed Income 0.25-0.60 % Equities Large Cap Equity 0.30-0.55% Mid Cap Equity 0.30-0.65% Small Cap Equity 0.35-0.80% International Equity 0.35-0.65% Real Estate Investment Trust(REIT) 0.35-0.60 % © 2012 Wells Fargo Bank, N.A.,All rights reserved. Effective Date 03/11 CAR#0611-3194 Third Party Sub-Adviser-Fee Disclosure WM29051 (587208 Rev 02 060611) Page 1 of 1 EXHIBIT IMG 67 Nonprofit Service Agreement '- M (Revised, Client Specific Version for the CFW QGM Account) Client(s) named below appoints Wells Fargo Hank, N.A. ("Wells Fargo"? as Agent under the provisions of this Nonprofit Service Agreement,the Terms and Conditions, the Additional Account Information,together with any addenda (collectively the"Agreement")with respect to assets held by Wells Fargo In account(s) ("Account'}to provide asset management and custody services for the Client's philanthropic programs designated In this Agreement, Client's Philanthropic Programs(Please check all that are applicable to the services provided under this Agreement.) ❑ Charitable Gift Annuity ❑ Charitable Remainder Trusts) ❑ Endowment ❑ Private Foundation ' ❑ other(Please Specify) Wells Fargo accepts its appointment as Agent with the rights,duties and responsibilities as defined, set forth, and selected by Client in the Agreement. Additional Specialized Administrative Services Client also appoints Wells Fargo to perform the additional specialized services Indicated below,which are further described In the attached Addenda, subject to fees and conditions as specified in the associated fee schedules: ❑ Tax Services ❑ Planned Givifig Administration ❑ Grant Administration ❑ Fund Accounting A. Client Information Nonprofit Institution("Cl(ent') Name Taxpayer Identification Number(TIN) City of Fort Worth 75-6000528 Mailing Address city State ZIP Code 1000 Throckmorton Fort Worth TX 76102 Physical Address(©check box if same as above) city State ZIP Code Telephone Number Alternate Telephone Number Fax Number 817-392-2438 817-392-$367 Nonprofit Status ❑ Public Chanty © Private Foundation X Other: Municipality B. Authorized Representative The Client has, in writing, granted the Authorized OfFcer(s)/Trustee(s) the ability to delegate functions to an i Authorized Representative. ❑ Yes ❑ No If yes,attach such documentation to the Agreement. From time to time, Client may appoint an Authorized Representative to direct Wells Fargo to take certain administrative actions with respect to the Account, such as requesting disbursements or authorizing Account information to be provided to tax advisers or accountants.Wells Fargo is authorized to follow Such directions, including those received orally, from such Authorized Representative and shall incur no liability for acting at the direction of such Authorized Representative, provided, however that any directions that affect the terms and conditions under which Wells Fargo will provide on-going services must be In writing to be valid.This authority does not Include any Investment actions such as establishing Investment objectives or giving Investment directives, Client may revoke this appointment and/or appoint a new Authorized Representative at any time upon delivery of written notice to Wells Fargq, Any appointment of a new Authorized Representative must Include all of the information requested below. Wells Fargo may follow an Authorized Representative's directions until receipt of written notice to the contrary from Client. If Client has appointed more than one Authorized Representative, each one may act Effective pate 02/13 Page 1 of 15 Nonprofit Service Agreement and Terms and Conditions (587904 ReV 05-02/13) independently; provided, however,that if Wells Fargo receives conflicting instructions, It may elect not to follow any until such conflicts are resolved. Limitations Notwithstanding the above,the powers of the Authorized Representative_(s) with respect to the Account are limited as follows: Authorized Representative Name of Authorized Representative Entity/Company Name TIN Mailing Address City State ZIP Code Emall Address Please provide Authorized Representative with the following: ❑ Statements(select preferred frequency): ❑ Tax Information ❑ Monthly ❑ Quarterly(default) ❑ Annually(in addition to other selections) Name of Authorized Representative Entity/Company Name TIN Mailing Address City State ZIP Code Email Address Please provide Authorized Representative with the following: ❑ Statements(select preferred frequency): ❑ Tax Infarmation C3 Monthly ❑ Quarterly (default) ❑ Annually (in addition to other selections) C. Management Authority (}) Client gives Wells Fargo full discretion to manage (purchase, sell and retain) the assets of the Account in accordance with the Investment Policy Statement("IPS'l created for the Account. Client also acknowledges that until Welts Fargo is in receipt of a mutually approved and fully-executed IPS, Wells Fargo will not provide discretionary investment management services. Any assets transferred in-kind to the Account prior to finalization of the IPS will be held in-kind, and any cash: in the Account will be placed into a Bank Secured Money Market Deposit. (2) Client acknowledges that in the exercise of Its discretionary authority,Wells Fargo may: (a) Retain one or more affiliated and/or third party advisors approved by Wells Fargo pursuant to its investment manager selection process ("Sub-advisors") to manage portions of the Account. Wells Fargo shall have the sole authority to evaluate and retain or terminate Sub-advisors. Wells Fargo shall monitor such Sub-advisors and report performance of all Sub-advisors appointed to manage the Account. (b) Select among one or more of the following (collectively referred to as"Funds"): Proprietary and/or third party registered open-or closed-end funds, Proprietary and/or third party registered or unregistered alternative investments including but not limited to hedge funds, private placements and private equity funds. (c) Select a Fund placed on the list of available Funds for the Account even though Wells Fargo &Company overall may earn greater revenue from the Account due to such selection. (3) Client retains the right to direct the retention of specific assets in the Account under limited circumstances. Subject to Wells Fargo's right of refusal, Client may also direct the purchase and/or sale of specific assets In the Account. Wells Fargo shall have no liability, management responsibility or voting responsibility with respect to such asset(s) ("Non-Managed Assets"), Wells Fargo will require a Non-Managed Asset Addendum (the Effective Date 02/1:� Page 2 of 15 Nonprofit Service Agreement and Terms and Conditions (587904 Rev 05- 02/13) "Addendum") With respect to such Non-Managed Assets and, in the event of any inconsistency between the terms of the Addendum and this Agreement,the terms of the Addendum will control. O. Agreement Provisions Governing Law This Agreement shall be governed by the laws of the State of Texas and, to the extent applicable, federal law. Mediation State of Texas . Please refer to Terms and Conditions for further information, E. Account Features Please complete all sections below: Fax and Email Authorization Client authorizes Wells Fargo to accept and act upon instructions delivered via fax or email, as provided in Sections A and B, as applicable, unless box below is selected. ❑ No, do not accept fax and email instructions. See Section 8 of the Terms and Conditions for important disclosures and indemnification language regarding fax and email transmissions. Release of Shareholder Information, Wells Fargo is required by law to disclose certain Information about voting parties, as indicated in itelease of Shareholder Information in Section 13 of the Terms and Conditions, unless the voting party objects.If the voting party objects to this disclosure{Tease indicate below. ❑ Voting party objects to Wells Fargo disclosing the above described information, F. Authorized Officers/Trustees Instructions When the Account Is maintained by multiple Authorized Offlcers/Trustees, appropriate documentation must be provided showing if fewer than all Authorized Officers/Trustees may sign or authorize transactions, including termination instructions; otherwise, all Authorized Officers/Trustees must sign. G. Compensation and Expenses Compensation shall be paid In accordance with the mutually agreed upon fee schedule attached to this Agreement. Changes to the fee schedule may be accomplished only via written instrument signed by both parties and dated after the execution date of this Agreement. Wells Fargo Is authorized to charge directly to any available funds in the Account its authorized fees and incidental expenses, as well as the amount necessary for Wells Fargo to complete any purchase (Including purchase-related expenses), to make any directed disbursement, or to take any other necessary action regarding the Account. Allocation of pees. Wells Fargo's fees are to be allocated as follows. If no selection is made, fees will be allocated per defaults indicated below; ❑ 100% charged to principal (default for all Accounts except Agent for Trustee for irrevocable trusts*} ❑ 100%charged to income ❑ 5011/o charged to principal and 500/6 charged to income ❑ % charged to principal and %charged to Income (can only be whole numbers) *For irrevocable trusts, default election Is based on applicable state principal and income acts Effective Date 02/13 Page 3 of 15 Nonprofit Service Agreement and Terms and Conditions (587904 Rev 05- 02/13) H. Client Acknowledgements Please check below all fee schedules and disclosures received. Note: Fees are subject to change upon notice. ❑ Philanthropic Services-Agency and Revocable Trust — TPB (including Third Party Sub-Advisor Fee Disclosure) El Philanthropic Services (including Third Party Sub-Advisor Fee Disclosure) Customer Identification New Account Requirements Other HNW Fee Schedule with RFP response reflecting agreed upon fee ❑ Other I. Authorization to Share Account Information-'Adth Wells Fargo Affiliates Client authorizes the sharing of information on this Account with Wells Fargo or any of its affiliates for the purposes as indicated in Section 7 of the Terms and Conditions, Select one: El Yes 7 No (Defaults to No) J. Client Signature(s) (All Authorized Officers/Trustees must sign) Client agrees to the instructions above for the Account which is hereby acknowledged by the Signatures of all Authorized Ofificers/Trustees below, 1. Authorized Officer[Trustee Name Title Horatio Por'ter Director and CFO, Financial Management Services Authorize/Officer/T e Signature Date x 21. IkAlibrlz­e bfficer/*u­stee Name Title f James Mauldin Assistant Director and Treasurer, Financial I.Management Services Authorized icer/Trustee Si Date x ems _f 3. A;4,6ori7ed Offjcer/Trustee Name Title Jennifer Fung Assistant Director, Financial Management Services Authorized Officer/Trustee Signature Date x 4. Authorized Officer/Trustee Name Title Jenny Kerzman Assistant City Treasurer d Off!Qqo7rustee Signature Date .% orized bffjcer/TYus ee Name Title Lisa Parks Assistant City Treasurer Authorized Officer/Trustee Signature Date x 44 6.Authorized Officer/Trustee Name Title Barbara Jean Petr Gas Lease Program Manager Authorized Officer/Trust Signature Date x 7. Auth&eed Officer/Trustee Name Title Shirley Talley Gas Lease Management Analyst Effective Date 02/13 Page 4 of 15 Nonprofit Service Agreement and Terms and Conditions. (587904 Rev 05 - 02/13) Authorized Officer/Trustee Signature pate ......... U.Authorized Officer ustee Nartie 11tfe Alphonsine M, Kabasele Gas Lease Management Analyst Authorized Officer/Trustee Signature Date 9.Authorized Officerfrrustee Name Title Susan Afanis Assistant City Manager AuthorI d- ficef/Trustee atyKe Date rt"Yt:L' ;!P' ::.!.• ...tlhn:,..r;:?(;::N,_: ...,,'; "p. .:S,�fl: N.., .I A I,�..�J,f':Nt.' -d i1 :.,�:y:il'.`'j i' ayi57L'IZkj:qe:o s'n"c.::.fit r LL I,I'lii7�:irti.5:fn;. Acc ''ted tNle ts� a "'ink:` f4r �yvccvuntsi �tse or11�1.. 0 - '^t ., j.;• ,:::.�:�:;..,,::i :c::?:ii`", +;F {.t.. i! �I ;"f:.,..,:13 c. •�,. �'i. `1' a j`si a• T us°;Of cer...N"a' .e �, t: ;i.. R ,::ii`?'.,:-r l �('r�stit.affirei'•��S "na�iire�:•,,,, ,ti� 3. ;. t. ,i�.; , ,r. ,!� ,,,: 1. .,�., ,..: ::. •a,•.: 31i�� ,.s.a ::9:�L;�t•!::t.. 3. ,_t ..t97... •:q,�i^9,. (.;�;`3�t.-,.. ;,,:, '•ii':: d':%. r,U:..t rt .C' �i.• '4 i ¢Y��t -VV•'%r f��` tt ��'+,,, a,. •s;;-� ,r•: t3.'�••,,: ..� �`"'!�•:.,..i�I'c?=�l;.• I i,i',�'. .,, ! �- :T.q;i. .-i4,.{��i::i;y.t 'al•. :I" •.y, :t:i•r'•'t'l: i!1.3, d:{. tl �. :,�:,,•..,..2.F! L,.I.1:,`.r,,,••:�f,F•'i ,.+.I,.�e:.:,, y,„�" y a.:-CAJ U„1;...d:i ;:It!t ��t: rr:' ;n, ;uSa�.r,,r.I_•11.!i� sr..��1'�•, ,i.'�..a,.l:r p2g13, Wells Fargo Bank, All rights reserved. Effective Date 02/13 Page 5 of 15 Nonprofit Service Agreement and Terms and Conditions (587904 Rev 05-02/13) Nonprofit Semice Agreement o' Authorized Officers)/Trustee(s) Information Nonprofit Institution("Client')Name Taxpayer Identification Number(TIN) City of Fort Worth 75-6000528 List below the individual Authorized Ofcer(s)/Trustee(s)authorized under a Board Resolution or governing document to act on behalf of the Client for the Account. Please complete the Information below for each Authorized Officer/Trustee. Authorized+Officer(s)/Trustee(s) Information Name Title Horatio Porter Director and CFO, Financial Management Services Date of Birth Country of Citizenship USA Mailing Address City State ZIP Code 1000 Throckmorton Fort Worth TX 76102 Physical Address(©check box If same as above) City State ZIP Code Telephone Number Alternate Telephone Number Fax Number Email Address I would like to receive statements (select frequency): ❑ Monthly ❑ Quarterly ❑ Annually Name Title ?James Mauldin Assistant Director and Treasurer,Financial Management Services Date of Birth Country of Citizenship USA Mailing Address City State ZIP Code 1000 Throckmorton Fort Worth TX 76102 Physical Address(I)check box If same as above) City State ZIP Code Telephone Number Alternate Telephone Number Fax Number Email Address I would like to receive statements (select frequency): ❑ Monthly ❑ Quarterly ❑ Annually Name Title Jennifer Fung Assistant Director, Financial Management Services Date of Birth Country of CiUzenship USA Effective Date 02/13 Page 6 of 15 Nonprofit Service Agreement and Terms and Conditions (587904 Rev 05-02/13) Mailing Address City State ZIP Code 1000.Throcicmorton Fart Worth TX 76102 1 Physical Address(0 check box If same as above) City State ZIP Code Telephone Number Alternate Telephone Number Fax Number Email Address I would like to receive statements (select frequency): ❑ Monthly ❑ Quarterly Q Annually Name Title Jenny Kerzman Assistant City Treasurer Date of Birth Country of Citizenship USA Mailing Address City State ZIP Code 1000 Throckmorton Fort Worth TX 76102 Physical Address(©check box If same as above) City State ZIP Code Telephone Number Alternate Telephone Number Fax Number Email Address i I would like to receive statements (select frequency): ❑ Monthly ❑ Quarterly ❑ Annually Name Title Lisa Parks Assistant City Treasurer i Date of Birth Country of Citizenship USA Mailing Address City State ZIP Code 1000 Throckmorton Fort Worth TX 76102 Physical Address(D check box If same as above) City State ZIP Code Telephone Number Alternate Telephone Number fax Number Email Address I would like to receive statements(select frequency): ❑ Monthly ❑ Quarterly ❑ Annually Name Title Barbara Jean Petr Gas Lease Program Manager Date of Birth Country of Citizenship USA Mailing Address City State ZIP Code 1000 Thmckmorton Fort Worth TX 76102 Effective Date 02/13 Page 7 of 15 Nonprofit Service Agreement and Terms and Conditlons (587904 Rev 05-02113) Physical Address(❑check box If same as above) City State ZIP Code Telephone Number Alternate Telephone Number Fax Number Email Address I would like to receive statements (select frequency): ❑ Monthly ❑ Quarterly ❑ Annually Name Title Shirley 7811ey Gas Lease Management Analyst DAtP of Birth Country of Citizenship USA Mailing Address City II State ZIP Code 1000 Throckmorton Fort worth TX 76102 Physical Address(❑check box If same as above) City State ZIP Cade Telephone Number Alternate Telephone Number Fax Number Email Address I would like to receive statements (select frequency): ❑ Monthly ❑ Quarterly ❑ Annually Name Title Alphonsine M. Kabasele Gas Lease Management Analyst i Date of Birth Country of Citizenship USA Malting Address City State ZIP Code 1000 Throckmorton Fort Worth TX 76IO2 Physical Address(❑check box if same as above) City State ZIP Code I Telephone Number Alternate Telephone Number Fax Number Email Address I would like to receive statements(select frequency): ❑ Monthly ❑ Quarterly ❑ Annually Name TICIe Susan Alan-is Assistant City Manager Date of Birth Country of Citizenship USA Mailing Address city State ZIP Code 1000 Throckmorton Fort Worth TX 76102 Physical Address(p check box If same as above) City State ZIP Code Effective Date 02/13 Page 8 of 35 Nonprofit Service Agreement and Terms and Conditions (587904 Rev 05- 02/13) Telephone Number Alternate Telephone Number Fax Number Email Address T would like to receive statements (select frequency), ❑ Monthly ❑ Quarterly ❑ Annually Effective Date 02/13 Page 9 of 15 Nonprofit Service Agreement and Terms and Conditions (587904 Rev 05-02/13) onpro it Service Agreement :,:.k Terms and Conditions r This document contains the Terms and Conditions the Internal Revenue Code of 1986, as under which the Account will be administered. amended. (c) Client acknowledges and understands the Account is not a margin account and that 1, Account. By execution of this Agreement, securities cannot be purchased on margin as Client has appointed Wells Fargo as Agent to act for part of the Account relationship. Client and In Client's name, as custodian and investment manager of cash, securities, and any 4. Pricing. Values for publicly-traded assets are other property acceptable to Wells Fargo now or in derived from unaffiliated financial industry sources the future delivered to the Account directly by believed to be reliable. Values for non-publicly Client. Wells Fargo will maintain custody of all traded assets are derived using external sources assets In the Accounts referred to In this Agreement and may be based on estimates. Assets for which a collectively as the "Account"and Individually as the current value is unavailable from an external source "Sub-accounts." may be valued at the last reported price, at par, or may be shown as having nominal or no value. If applicable, Wells Fargo will establish separate Reported values may not reflect the price at which Sub-accounts for each Sub-advisor, All securities in an asset may be sold, Asset values are updated as the Account will be held either by(1) Wells Fargo or they become available from external sources, and (2) a sub-custodian selected by Wells Fargo which may be updated less frequently than statements are acts as Wells Fargo's agent. Securities may be generated. Although asset values are obtained from registered in the name of(1) Wells Fargo or a sources deemed reliable, values should only be used nominee of Wells Fargo or (2) a nominee of a for reference. securities depository or custodian. S. daily Cash Management Client may add assets to the Account from time to time, and all such assets shall be in the form of (a) Wells Fargo will Invest available principal and cash, cash equivalents, or marketable securities. Income cash In the Account, pending The Account shall consist solely of assets provided disbursement or Investment, in a cash by Client, and Wells Fargo shall not be authorized to management vehicle subject to and in accept contributions directly from any other party, accordance with Client's Investment Policy provided, however, that the foregoing limitation Statement for this account. Client understands shall not preclude Wells Fargo from accepting that cash available for investment may not be income or sales proceeds generated by assets invested in such cash management vehicle until placed in this account, the next business day following its availability in the Account. 2. Client(s). If more than one person or entity opens the Account, all singular references to Client (b) Client understands that cash management in this Agreement shall be read as plural to include vehicles made available by Wells Fargo may all such Clients, unless otherwise indicated below, include deposit accounts at Wells Fargo or All Sub-accounts subject to this Agreement will be investments in Wells Fargo Funds or other held in the name of the same Ciient(s). registered Investment companies (from which Wells Fargo may receive additional fees for 3, Client Representations and Warranties providing administrative, Investment advisory or (a) Client represents and warrants to Wells Fargo other services), While Wells Fargo will invest that Client has full power and authority to enter cash on behalf of those Clients electing a tax- into this Agreement and to exercise control over exempt vehicle in shares of a registered the assets in the Account. If Client is acting in a Investment company which seeks to provide fiduciary capacity, Client further represents and income exempt from federal income taxes (and, warrants to Wells Fargo that Client is duly if applicable, mostly exempt from state income appointed, qualified, authorized and acting in taxes), Wells Fargo cannot and does not such capacity, guarantee the tax-exempt status of any such income. 6. Cost Basis of Assets (b) Client represents that it is an organization described in Section 115 and Section 501(c) of Effective Date 02/13 Page io of is Nonprofit Service Agreement and Terms and Conditions (587904 Rev 05- 02/13) Cost Basis Information for Charitable necessary to properly manage and administer the Remainder and Lead Trusts, Pooled Income IFS Account, Funds and Private Foundations $, Fax and Email Authorization and Client agrees to furnish Wells Fargo with the tax Indemnity-Revised Unless Client selected "No" cost basis and date of acquisition of every principal in Account Features, Section E, under fax and asset in the Account (whether initially or email, Client authorizes Wells Fargo to accept and subsequently contributed) to be carried on Wells act upon Account instructions of Client or Fargo's records. If Client fails or is unable to Authorized Representative(s) delivered to Wells furnish such information, Wells )Fargo will Fargo via fax or email. Client understands that the treat the assets as having a zero cost basis email address or the signature on a fax will be and long-term holding period. Wells Fargo will used as authentication for instructions received. have no duty to verify the accuracy of the Wells Fargo shall consider any email information furnished by Client or any third party, communications received from an email address Assets purchased in the Account will be carried at provided in writing by Client or Authorized cost, Representative(s)as sent from such party, and 7. Automatic Cash Transfer (`ACH Transfer"). likewise, any fax containing a signature of Client If Client authorized disbursements from the Account or Authorized Representative(s)as sent from such to a deposit account, Client acknowledges the pay' following; Client Is advised that fax or email communication (a) The origination of ACH transfers to account must is not recommended for time-sensitive matters. If ' comply with the provisions of U.S. Law and the time-sensitive instructions are delivered via fax Operating Rules of the National Automated and/or email, Client acknowledges that Wells Clearing House Association. Fargo will act within a reasonable time of receipt of the fax or email message. (b) If the settlement date of an ACH transfer falls on a weekend or holiday, payment will be Client acknowledges that fax and email may not be credited as of the next business day, secure or reliable modes of communication. Accordingly, Client agrees, to the extent allowed by (c) Client may change or cancel this authorization Texas law, to indemnify and hold harmless Wells via written notice delivered to a member of the Fargo, Its agents, affiliates, successors and assigns relationship team. Client will notify Wells Fargo for and against any liability, claim, loss, or expense of any change to or cancellation of this it may incur as a result of its good faith reliance on authorization at least 10 days prior to the date fax or email Instructions from Client or Authorized change/cancellation date to be effective. Representative(s)to the Account, provided, B. Authorization to Share Account Information however, that nothing in this Agreement shall be with Wells Fargo affiliates, An Investment & construed or interpreted as to require the Client to Fiduciary Services ("IFS") Account is a fiduciary establish a sinking fund or to levy, assess, or account for which Wells Fargo is the fiduciary. Such collect a tax to fund such obligations. This fiduciary accounts are protected under special rules direction and Indemnity shall remain in effect until of confidentiality, and account information may not canceled in writing by Client, However,the be shared without approval. If Client so authorizes, indemnity for any such action taken by Wells Fargo Wells Fargo may share Information it has or may based on communications received while this obtain about Client in connection with Client's IFS direction was In effect shall survive the cancellation Account within Wells Fargo or its affiliates, The of this Agreement and the termination of the sharing of client information is for the purpose of Account, assisting in the overall management of Client's banking and financial affairs, and to be advised of 10. Investment Management available products and services. Client understands that representatives of other Wells Fargo (a) Wells Fargo shall have sole Investment departments or affiliates may contact Client as a discretion in connection with the investment result of the sharing of this information. This management of the Account, provided, however authorization is specific to Client's IFS Account and that such discretion shall be exercised in will remain in effect until Client revokes it by written accordance with the terms and conditions of the notice to Client's Relationship Manager. This IPS for this account. Client understands and authorization will not be affected by any separate acknowledges that investments are inherently Instructions that Client may provide to Wells Fargo risky and may increase or decrease in value and or any of its affiliates to opt out of the sharing of that Client may lose principal, Information about Client or Client's non-IFS (b) Wells Fargo is authorized to allocate and accounts. If Client indicates information may not be rebalance assets within the Account as shared in Section I of the Agreement, Clients necessary to maintain asset allocation according Information will not be shared except to the extent to the IPS Effective Date 02/13 Page 11 of 15 Nonproflt service Agreement and Terms and Conditions (587904 Rev 05-02/13) IL' Funds disclosure. Wells Fargo may invest the Broker/dealers approved in accordance with the Account in proprietary funds, which are not deposits IPS for The Fart Worth Permanent Fund are or obligations of, or issued, endorsed or guaranteed deemed to be approved for use in this account. by Wells Fargo or any of Its affiliates. Wells Fargo or (c) soft Dollar Disclosure. Securities purchases and an affiliate may provide services to such funds and sales may earn "soft dollar"credit From the may also receive compensation for such funds for providing such services as set forth in the applicable executing broker/dealer. Soft dollar credits, in prospectus, private placement memorandum or turn, may be used by Wells Fargo or Sub- other disclosure document available upon request. advisor to acquire research for use In the Wells Fargo may invest the Account in funds investment decision-making process. As set out In Section 28(e) of the Securities Exchange Act sponsored by parties other than Wells Fargo and of 1934, Wells Fargo or the Sub-advisor may receive fees from the funds as set forth in the receiving the soft dollar credit must have first applicable prospectus, private placement determined in good faith that the commissions memorandum or other disclosure document to be paid on the securities transaction are available upon request. See Fee Schedule for reasonable in relation to the value of the related disclosures, brokerage and research providers. If the trade is 12. Execution Services executed through Wells Fargo`s selected (a)_Wells Fargo shall have the absolute authority broker/dealer, Wells Fargo will receive the soft and discretion to place orders for the purchase dollar credit. If the Sub-advisor has selected an and sale of securities on behalf of the Account alternative broker/dealer to execute a I with such brokers and in such a manner as, in transaction, the soft dollar amount will be its reasonable judgment, offers the best credited to the Sub-advisor, In either circumstance, the Account may, as a result, pay execution of such transaction, provided, however, Wells Fargo shall only employ brokers somewhat higher commissions for the securities who are included on the then-current approved transaction than what might have been broker/deafer list adopted in accordance with obtainable on a non-soft dollar basis. the IPS for this account. When appropriate in {d) Wells Fargo may provide a copy of this determining best execution, Wells Fargo may Agreement to any broker/dealer authorized to consider, among other things, the quality and execute transactions in the Account as evidence value of brokerage and research services (as of Wells Fargo's authority to act for the Client in those terms are defined In Section 28(e) of the connection with the transaction. Securities Exchange Act of 1934) provided by 13, Oral Authorization. Wells Fargo is directed the broker to Wells Fargo or its affiliates in NOT to accept and act upon directions from Client connection with the management of the Account communicated orally. All directions shall be in t or other accounts managed by Wells Fargo or Its writing ether by email or other written direction affiliates, and may cause the Account to pay a higher commission than another broker might have charged for the same transaction In 14. Release of Shareholder Information, consideration of such brokerage and research Securities held In investment accounts with Wells services, Fargo are registered In the nominee name of Wells (b) A Sub-advisor, including an affiliated Sub- Fargo and, as such companies do not have advisor, has the authority to effect transactions Information regarding the beneficial owners of the through brokerldealers of its choosing when the individual accounts who hold the securities, the Sub-advisor reasonably believes that such Shareholders Communications Act ("Act") was broker or dealer may effect these transactions established to permit direct communication between at a price, Including any brokerage or dealer a company and the beneficial owners of their mark-up or mark-dawn, that is more favorable securities (defined as the parties with voting to the Account than would be the case if authority over the securities). The Act put forth the transacted through a broker/dealer selected by following requirements: Wells Fargo. In selecting another broker/dealer, For any account in which the grantor/principal the Sub-advisor may consider ail relevant factors, including execution capabilities, speed, ©r a third party retains the voting authority efficiency, confidentiality, familiarity with ( Voting Party") for the assets held in the potential purchasers or sellers, or any other account, Wells Fargo is required by law relevant matters, Asub-advisor may only (specifically, the Act) to, upon request, disclose employ the service of a broker/dealer on the the following to companies whose securities are then-current list of approved broker/dealers held in the Account; (l) the Voting Party's name adopted in accordance with the IPS for this and address, and ((i) holdings in the Account of account, securities issued by such companies. The law permits the Voting Party to object to this disclosure. If the Voting Party fails to object, the information indicated above will be disclosed to Effective Date 02/13 Page 12 of 15 Nonprofit Service Agreement and Terms and Conditions (587904 Rev 05-02/13) the issuer of the securities upon request. Voting or other agent to whom Client has directed any Party understands that the companies who securities trade or other transaction or(b) any Sub- request this information are prohibited from advisor, broker, depository, or other agent selected using the Information for any purpose other by Wells Fargo with reasonable care. than corporate communications. Voting Parry TO THE MAXIMUM EXTENT PERMITTED BY also understands and acknowledges that such APPLICABLE LAW, EXCEPT FOR ANY DAMAGES OR Information may be provided to persons other COSTS ARISING PURSUANT TO THE PROVISIONS than the issuer of the securities such as to a IN THIS AGREEMENT ON INDEMNIFICATION, dissident or objecting shareholder, NEITHER PARTY WILL BE LIABLE TO EACH OTHER If Wells Fargo Is Investment manager with sole OR ANY THIRD PARTY FOR ANY SPECIAL, authority to Vote proxies, Client understands INDIRECT, CONSEQUENTIAL OR PUNITIVE that, for purposes of the Act, Wells Fargo Is DAMAGES, INCLUDING LOST PROFITS ARISING considered the beneficial owner of the securities OUT OF OR RELATED TO THIS AGREEMENT AND held for the Account. Wells Fargo does not THE SERVICES PROVIDED HEREUNDER, EVEN IF disclose the Client's name, address and security THE PARTIES HAVE KNOWLEDGE OF THE positions of holdings in the Account Statements. POSSIBILITY OF SUCH DAMAGES AND WHETHER 15. Proxies and Corporate Literature. Wells OR NOT SUCH DAMAGES ARE FORESEEABLE. Fargo will receive all corporate literature, grant 19. Standard of Care. Wells Fargo agrees to proxies and vote shares of all securities over which perform its duties under the Agreement In good Wells Fargo has investment management authority, faith and with the reasonable care, skill, and caution held as assets of the Account. Shares will be voted that a prudent Investor acting in a like capacity and in the same manner as Wells Fargo votes other familiar with such matters would use and to make shares for which it has voting authority. With investments in accordance with the Standard of respect to assets over which Wells Fargo has no Care articulated In the then-current IP5 for this Investment management authority, Wells Fargo will account. In managing the Account, Wells Fargo will forward all corporate literature, including proxy evaluate the assets of the Account in the context of requests, to Client, or Client's designated voting the portfolio as a whole and as part of an overall party, for disposition. investment strategy having risk and return 16. Statements. Wells Fargo will furnish Client objectives reasonably suited to the Client. with statements of assets and transactions at least 20. Modifications and Amendments. The quarterly, unless Client directs more frequently. Agreement may only be modified or amended as 17. Trade Advices, In addition to the regular agreed to by the Client and by Wells Fargo, account statements, Client understands that upon effective thirty (30) days after Wells Fargo malls or request and at no additional cost,Client Is entitled otherwise provides Client with any such modification to receive a written notification of each purchase or amendment, and sale transaction made by Wells Fargo on behalf 21, Standing Instructions and Authorizations. of the Account. Client also understands that Client Wells Fargo Is authorized to do the following In the has a right to receivee notification promptly after administration of the Account: completion of the transaction or Wells Fargo's receipt of a broker's confirmation. For non-managed (a) Exchange stock certificates where required when accounts, in lieu of a separate notification for each an Issuing corporation revises its stated par securities transaction, Client authorizes Wells Fargo value or where merger or other corporate to provide information on securities transactions in reorganization requires the exchange. periodic Account statements for the period involved (b) Sell all fractional shares of stock received as a in the form regularly used by Wells Fargo on such result of stock dividends or other corporate statements. action: 18. Liability of Well's Fargo: Wells Fargo will not (c) Execute and deliver all documents and be liable for any act or failure to act carried out in agreements necessary to register securities or good faith reliance on any representation of Client, to complete sales or deliveries of them and or as a consequence of any instructions of Client or appoint agents or subagents (including any of Client's authorized agents. Client agrees to subsidiaries and affiliates) and do all other acts hold Wells Fargo harmless for and against any loss, necessary to carry out the general purposes of liability, cost, damages, or expenses (including this agreement. Where particular investments reasonable attorney's fees) resulting from any Wells may require Client's own signature (as may be Fargo action taken pursuant to the instruction of the case with some hedge funds).Client agrees Client or any of Client's authorized agents. Wells to return such signatures in a timely manner. Fargo shall not be held liable under this Agreement (d) Combine certificates representing Investments except for the gross negligence or willful misconduct with certificates of the same issue held by Wells of its officers and employees, Wells Fargo shall not Fargo in other fiduciary capacities, or deposit or be liable for the acts or omissions of(a) any broker arrange for the deposit of such securities in a Effective Date 02/13 Page 13 of 15 Nonprofit Service Agreement and Terms and Conditions (587904 Rev 05- 02/13) qualified central depository even though, when allocation. Client understands that the Account is go deposited, such securities may be merged designed as a long-term investment vehicle and and held in bulk in the name of the nominee of that asset withdrawals may Incur taxes on gains such depository with other securities deposited and may impair the achievement of Client's by others, or to deposit or arrange for the investment objectives. Where Client requests deposit of any securities issued by the United disbursement of net Income, net income received by States Government, or any agency or Accounts during the selected time period may be instrumentality thereof, with a Federal Reserve aggregated and a single disbursement made. Wells Sank, but the books and records of Wells Fargo Fargo will make free delivery to third parties of shall at all times show that all such investments securities or other property in the Account only on are a part of the Account. receipt of written instructions from Client. (e) Aggregate, In Its discretion, purchases and Instructions to Wells Fargo will be signed by Client, sales of securities for the Account with 24. Termination.This Agreement may be purchases and sales of securities of the same terminated at any time by thirty (30) days written issuer for other clients and for clients of certain notice from Client to Wells Fargo or from Wells of Wells Fargo's affiliates. When transactions are Fargo to Client and all assets in the Account Shall be so aggregated, the actual prices applicable to delivered according to Client's instructions (see Fee the aggregated transactions will be averaged, Schedule for related charges), and the Account and the accounts of other participating clients will be deemed to have (a) Client hereby acknowledges that, in the event of purchased or said their proportionate share of Account termination and Client's failure to the securities Involved at the average price so Instruct Wells Fargo with respect to the delivery obtained. However, any securities purchased or of the Account assets within 60 days of held by Wells Fargo &Company (the termination, Wells Fargo will liquidate the "Company"), in Its corporate capacity (including assets, hold the assets in a money market any subsidiaries or affiliates of the Company) account in custody at Wells Fargo and will have shall not be aggregated with the purchases of no further management obligation or authority securities made for clients nor shall the with respect to such assets. Company's assets be commingled with the (b) When the Agreement Is terminated, Wells Fargo assets held by Wells Fargo In its capacity as will receive a termination fee in accordance with Investment Manager. its Fee Schedule attached to this agreement. In (f) Act as manager to other clients, and give advice the event that Wells Fargo at any time is unable and take action with respect to any other clients to determine or confirm the propel disposition of which may differ from the advice given, or the the assets in the Account, Wells Fargo may timing or nature of action taken, with respect to petition a court of competent jurisdiction for a determination by the court of the proper the Account. Client further recognizes that transactions In a specific security may not be disposition of the assets. The cast of such accomplished for all client accounts at the same petition, Including any attorney fees, shall be paid from the Account. time or at the same price. Wells Fargo shall have no obligation to purchase or sell for the 25. Tax, Government and Regulatory Account, or to recommend for purchase or sale Reporting; Tax Returns. Unless a Tax Service by the Account, any security that Wells Fargo, Addendum is attached, Client shall prepare and file, Its principals, affiliates, or employees may or shall cause to be prepared or filed, all required purchase or sell for themselves or any other tax returns and related filings for the Account. Wells client, Fargo shall cooperate with Client in providing all z2, Pledging of Securities. Wells Fargo may not information in its possession to facilitate the filing of pledge the Account to furnish Collateral for loans or such returns by Client. If any additianai reporting Is advances for which Client becomes obligated to required by any federal, state or municipal Wells Fargo or another financial institution. government or agency with respect to the Account, the Client shall prepare and file such reports. Upon 23. Withdrawals from Account. Client may Client's request, Wells Fargo shall provide to Client withdraw assets on notice to Wells Fargo subject to all information reasonably available to assist Client the withdrawal provisions of the underlying in preparing such reports. investment(s). If a Client withdrawal request If Wells Fargo does not prepare the required tax necessitates a sale of securities, it is understood returns Wells Fargo will provide Client an IRS that the proceeds may not be availabie until one (1) Form-1099, which provides tax information business day following the settlement of the liquidating trades. In the absence of specific Client needed for the filing of income tax returns direction, Wells Fargo will process withdrawals to annually. meet the request from sub-advised accounts and/or Client acknowledges and agrees that Client is Funds in a manner Wells Fargo believes best solely responsible for any filing obligations Client preserves the Account's recommended asset Effective Date 02/13 Page 14 of 15 Nonprofit Service Agreement and Terms and Conditions (587904 Rev 05-02/13) may have, including but not limited to a Report of 27. Mediation. Any dispute under the _•, Foredgn Bank and Financial Accounts (FBAR) for Agreement shall be submitted to mediation in the interests in foreign financial accounts. State indicated In the Agreement. Judgment upon 26. Legal Advice; Tax. Wells Fargo &Company any settlement made in such mediation may be and its affiliates do not provide legal advice. entered and enforced in any court of competent Client is advised to consult with Client's legal jurisdiction. advisors to determine how any information CLIENT UNDERSTANDS AND AGREES THAT BY herein may apply to Client's own situation. SIGNING THE AGREEMENT, CLIENT AND WELLS Whether any planned tax result considered in FARGO ARE WAIVING THE RIGHT TO A JURY TRIAL IN A PUBLIC COURT. Neither Client nor connection with any investment plan is realized Wells Fargo shall be entitled to join or consolidate by Client depends on the specific facts of Client's disputes by or against others in any mediation, or own situation, to include in any mediation 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 attorney general capacity. 28, Effect of Agreement. Client and Wells Fargo acknowledge and agree that this Agreement shall supersede and replace any previous investment management agreement Client has entered into with Bank with respect to this account; provided, however, that, any taxpayer certification, authorization to share information, statement frequency election, income distribution election, facsimile and e-mail election and release of shareholder information election that Client has provided to Bank shall remain in full force and effect, unless Client has made a replacement certification, authorization or election under this Agreement. 1 i E ©2013,wells Fargo Bank, N.A.Ali rights reserved. Effective Date 02/13 page 1s of 15 Nonprofit Service Agreement and Terms and Conditions (587904 Rev 05 - 02/13) EXHIM TMq 67 Nonprofit Service Agreement Addendum (Revised,Client Specific'Version for the: CFW©GM Account) For Real Estate,Closely Held, and Specialty Assets This Addendum to the Nonprofit Service Agrecment(s) for the Account(s)("the Accounts)") listed below provides for the servicing of any real estate and specialty assets ("the Assets)") placed in the Account(s) at any time and remains effective until cancellation, termination or removal of assets from Account(s), Account Name City of Fort Worth OGM Agency Account NumberAeoount Name Account Number Account Name I Account Number Please indicate below the types of assets held in the Accounts)(seled all thai apply) Q Renl Estate Assets (Section A) 0 Closely Held Assets(Section B) U Oil, Gas and Mineral Interests (Section C) Q Loans, Notes and Contracts(Section D) Below is a description of the standard services provided for the asset types indicated above. If additional services are required, please complete "Optional Enhanced Services" in each applicable section. Complete all that apply. -A.Real Estate Services Standard Services n Coordinate inspection of the property(ies)at least annually. n Oversee third party property managers (Note, Third party property managers are used in most situations). OR n to limited situations, provide property management services, as applicable,including but not limited to- -rent collection and record keeping —automated accounts receivablelnceounts payable systems _..management of maintenance and repairs —management of budgets and debt services —lease administration and etiforcemont —property oversight —make recommendations to Client concerning sale of Asset(s),when appropriate Ef ,rd"f,Dale 05112 Pagow6 Asset ManegomtolAgrocmcatAddeadum—ForRoillislaltendSpccisllyAwls (588257Rav0105/12) „ A.Real Estate SaN ices (continued) Optional Enhanced Services (select all that apply) Additional fees may apply. El Secure suitable tenants) and negotiate written leases, Wells Fargo may execute teases on behalf of Client. Any efforts to termi- nate lease(s)shall comply with all lease terms. ❑ Obtain or arrange for the placement of property insurance on real and personal property subject to this Addendum, for at least Special Covered Causes of Loss Form (commonly referred to as all-risk) coverage, in the name of Client and Wells Fargo as Client's agent. Insurance is subject to periodic inflationary increases, hoxwver, Wells Fargo shall rely on insurance replacement cost values obtained every three (3)years, Mote:lfthis option Is notselected,it is solely Client's responsibility to insure all real and personal property subject to this Addendum, Including additional buildings,in the name of Client,and Wells Fargo as Client's agent,and to he responsible for the appropriate coverage and limit adequacy. Na additional property coverage will be provided by Wells Fargo, or any master insurance policies maintained by Wells Fargo for real and personal property,except as noted below. Wells Fargo will place at least $1,000,000 of liability insurance coverage under its Trust Asset Insurance Program at the expense uf”Client's Account(s), to protect Client and Wells Fargo during Wells Fargo's management of the property.This requirement can i not be warped. 0 Pay real estate taxes and assessments for the property ❑ Oversee capital improvements © Asset Listing and Sales; Wells Fargo will analyze properties held in the account currently or in the future (Property) to recom- mend which should be sold. Wells Fargo will use appraisers, brokers, agents and any other consultants necessary to provide a written analysis and recommendation to Client for Client's review and decision-making. Wells Fargo will obtain I current apprais- als on assets at expense of account and will proceed to list and/or sell Property after Wells Fargo internal approval and receipt of Client's written direction and authorization. Upon receipt of Wells Fargo internal approvals and Client direction to sell Property, Wells Fargo will execute listing, escrow and sales documentation solely at Client's written direction and authorization. Wells Fargo will assist Client in the administration of the listing, sales negotiation,due diligence and escrow closing phases of listing and selling the Property. ❑ Other*—indicate below other services required for real estate assets: B.Closely Held Assets Standard Services n Post dividends n Vote proxies tt Evaluate and execute on tender offers, mergers and corporate actions n Recommend sale of Asset(s), when appropriate n Receive all communications n Price Assets) Optional Enhanced Services (velect all Phal ripply) I Additional fees may apply, Q Assist with sales and acquisitions of business entities ❑ Business succession planning ❑ Business Valuation Q Other*—indicate below other services required for closely held assets: "Subject to li'ells Fargo approval EtreasveDole osn> p1ge2of6 Assel?,tangcmentAgrtemantAddtndum—ForRcelEsrole and Spec iailyAssets (588253 Ro,01 05112) . e C. Oil,Gas and Mineral Interests Standard Services (9ake all reasonable steps to collect bonus consideration rental payments, royalty payments and other sums due from the Lessees in accordance with the terms of the leases or other agreements Pay operating expenses, including but not limited to, expenses for the drilling, completion and maintenance of wells and other related Facilities, insurance, and such other expenses as may be necessary for the ongoing operation of the interests Optional Enhanced Services (select all that apply) Additional fees may apply. Pay real and personal property taxes and assessments p tdentify, describe and confirm Client's ownership in Asset(s) 0 Negotiate and execute oil and gas leases,ratifications,extensions, pool ingluni( ation agreements, seismic agre<;mcnts, operating agreements, marketing agreements, amendments thereto and all other related types of agreements 0 Execute division orders and transfer orders 1:1 List the Asset(s) for sale, solicit offer and sell Asset(s) 0 Hire and supervise employees, contractors,suppliers and consultants 11 Obtain insunanec on Working Interests, using insurance policies determined by Wells Fargo. These policies may be in addition to policies maintained by the working interest operator O Evaluate the participation in the drilling of wells and approve Authority for Expenditures(AFE5) not to exceed an amount of ❑ Maintain the right to prosecute, appear in, defend, compromise or settle any action or proceeding or insurance claim con- nected with the Asset(s) or the rights and duties of Client under any of the teases on the Asset(s) which is not in excess of $ at the expense of the Account(s). Other*—indicate below other services required for oil,gas and mineral interests: Exhibit A attached: Excerpt from City of Fort Worth RFP 412-0172 *Subject to Kllr Fargo approval D.Inans,Notes and Contracts Standard Services n Maintain asset documentation n Perfect liens and monitor lien release process which may include document preparation n Collect payments under the terms of the note, loan or contract n Allocate payments between principal and interest n Monitor delinquencies including bifi'sng and follow up n Monitor payment of property taxes and insurance coverage „ Provide a year-end IRS Form 1098, as applicable Manage demands and payoffs „ Submit and record "Request for Notice of Default"to ensure proper notification of senior lien holder default n Monitor third party service providers Effective Date 05/12 Page3 of 6 AsFcj Management Agreement Addendum—Fur ltoa1 Evato and Specialty Assets (588253 Kov01 05112) D.Loans,Notes and Contracts(continued) Optional Enhanced Services(select all that apply) Additional fees may apply. ❑ Coordinate resolution efforts for defaulted or seriously delinquent loans/notes/contracts including restructuring,renegotiations, foreclosures or collateral liquidation ❑ Make recommendations to Client concerning sale of Asset(s), when appropriate ❑ Other's—indicate below other services required for loan, note or contract assets: *Subject to Mells Fargo approval General: Requirements 1. Pre-acceptance, All Assel(s) held in Account(s), and the services provided thereto, are subject to Wells Fargo's pre-acceptance review and approval.Wells Fargo reserves the right to decline acceptance or service for any Asset(s) at its sole discretion. 1 Liquidity.A sufficient amount of liquid funds must be available in Account(s) to cover operating expenses, management fees, and any other asset-related expenses. Wells Fargo reserves the right to retain a reasonable amount of Account(s) funds to cover anticipated expenses and has no obligation to advance its own funds for any expense. 3.Appraisals and Valuations. Wells Fargo may be required to value the Asset(s)of Account(s) on a periodic basis, All valuation expenses including any affiliated or third party appraisers,hired at the sole discretion of Wells Fargo, will be paid from Account(s)- b.Retention of Agents and Service Providers. Client understands that Wells Fargo will retain agents, including brokers(excluding securities brokers), attorneys, accountants or other professionals of service providers, at the expense of Account($), that it reasonably deems necessary to manage the Asset(s) in Account(s) upon written direction of the Client. Wells Fargo may employ the services of other departments or divisions of Wells Fargo or its affiliates in connection with the performance of its services under this Addendum,including, but not limited to purchasing insurance through an affiliated agency. Wells Fargo or its affiliates may receive fees or commissions for services rendered which include a profit, as long as the terms and costs of the service are comparable to What is generally available through non-affiliated providers, 5. Expenses. Client understands that expenses incurred for management of the Asset(s) in the Account(s) shall be charged to the Account(s). Wells Fargo may disburse funds it reasonably deems necessary to manage the Asset(s) of the Account(s) with Client's prior consent.Any such disbursement shall be noted in the periodic reports to the Client regarding the Account. 6.Sales. Wells Fargo will make no sales of any Asset(s) without Client's prior written consent and approval of the terms of the sale. Sales documents will be executed by Client or by Wells Fargo upon Client's written direction. 7,Impossibility of Performance. if Wells Fargo is not able to perform the services as set forth in this Addendum,or if the necessary authority is not covered by this Addendum, Wells Fargo is responsible for notifying Client that the performance of such service is beyond the scope of the services which Wells Fargo has agreed to provide under the Agreement and this Addendum and Wells Fargo will seek Client's direction as to resolution of the matter. S. Environmental Issues.Client is solely responsible for compliance with any federal, state or local law governing environmental issues on Asset(s) held in Account(s) and Wells Fargo's responsibilities for any environmental matter are limited to advising Client of the need for compliance and following Client direction thereafter. 9.Legal platters.Wells Fargo retains the right to employ legal counsel or other experts or professionals it deems necessary to ensure proper management of Assets) held by Account(s) and to ensure enforcement of any right or duties arising or in any manner connected with Asset(s) held in Account(s) upon written direction of the Client. Cost of any such service shall be paid from Account(s).However;Wells Fargo reserves the right to apply to the Court for payment of any legal fees it incurs Client has received, read, understands and agrees to this Addendum.This Addendum is effective upon acceptance by Wells Fargo. EfrcctivcDa[e OS/12 Page,lorG AsscllsfanagementAgreemeniAd&ndum—For Raul Estate and Specialty Assets (588253Revol05112) JUL. 16. 2013 1 : 31 PM WFB SPART-SP MM FAX #1 NO- 696 P. 1 is Signatures Must be signed by fill Si-qaets O'D AcWunt(s). pat e 5ipature ff�"� � tsfime ICS. r>N•�.� Sus.ta Alani �x3 $i&natur6 game x 5igneturz< Nam Dace x ftottlu*v Name Date _MPW V9C Asstt M$n&�CRt�u G'ratip USe QRiy.Aecepted!W019 Fsrt(I StgntilUtC Name x Natascha Hamm i �SlZitii'C lSals 05112 ' paEfi5qf6 psscl man agam6nlnentKcnl Addendum—For lkal6ilstaartdSpcsinlcyAssats 1388253 Rav 01 05I12) 07/16/2013 3:32PM (GM`r-05:00) 1 Asset(s) subject to this Addendum Address/Description Asset Type ❑ Real Estate ❑ Closely field CJ OGM ❑ Loan/Note/Contract Address/Description Asset Type LJ Real Estate 0 Closely Held D OGM ❑ Loan/Note/Contract Address/Description Asset Type D Real Estate CI Closely Held D OGM ❑ loan/Note/Coatracl Address/Description Asset Type ❑ Real Estate Cl Closely field ❑ OGM ❑ Loan/Note/Contract Address/Description Asset Type ❑ Real Estate ❑ Closely field D OGM 0 Loan/Note/Contract Addresslbescriptiap Asset Type ❑ Real Estate D Closely field ❑ OGM 4 Loan/Note/Contract Address/Description Asset Type ❑ Real Estate ❑ Closely Itold ❑ OGM LI lonnfNole/Contract Address/Description Asset Type ❑ Real Estate ❑ Closely field D OGM D Loam/Note/Contract AddressINscription Asset Type D Real Estate ❑ Closely field D OGA4 CI LoartlNote/Contract Address/Description Asset'Type 17 Real Estate ❑ Closely Held D OGM L loan/Note/Contract Address/Description Asset"type D Real Estate CI Closely Held D OGM ❑ Inan/Note/Contract AddresslDeseription A55et't'ype Q Real Estate ❑ Closely Held ❑ OGM d loan/NotelContracl Address/Description Asset Type ❑ Real Estate ❑ Closely field Cl OGM ❑ loan/Note/Contract Address/Description AssetType C] Real Estate ❑ Closely I told D OGM ❑ loan/Note/Contract 02012 Welts Fargo Aaai,N.AAll rigbts resarvtd EtTaetivc Data 051t2 Ngc6of6 Assel&IjaagemwA rcemenlAddendum---ForktslEsialtlandSpecialtyAssets (588253RcvOl05112) Exhibit A: Excerpt from City of Fort Worth RFP#12-0172 29.0 SCOPE OF SERVICES The Successful firms)/team(s)will assist in the financial management services for the City's gas and oil mineral assets on or beneath City owned properties on behalf of the City. 29.1 SECTION I —GAS AND OIL MINERAL ASSETS FINANCIAL MANAGEMENT SERVCIES 29.1.1 Provision of a qualified portfolio Project Manager 29.1.2 Execute oil and gas division/transfer order instruments. Provide copies to City monthly for review and confirmation of City interests. 29.13 Review,receive and verify oil and gas division/transfer order interests and income received, 29,l,4 Process oil and gas revenues by well,property,and producer, • Establish an oil,gas and mineral properties account • Establish sub-accounts for accounting and distribution purposes if requested by the City of Fort Worth ti Receive from third parties and process,all payments or funds arising out of Property transactions. • Transfer income from City assets to the City or the City's corporate trustee on a schedule to be established by the City. • Provide timely monthly statements of all transactions during the preceding month and a monthly inventory of assets. 29.1.5 Prepare quarterly mineral income reports and provide to the City as directed, 29,1.6 Provide professional advice regarding cash and/or installment sales,options, assignments,exchanges and partition of mineral interests as requested by the City. 29.1.7 Update and brief Gas Lease Program staff on Barnett Shale and other gas or oil mineral plays and the effect on leasing City mineral assets. 29.1.8 Prepare written progress reports and present the same to the City.This includes any necessary displays,models,or presentations, 29.1.9 Other services deemed necessary by the City's Gas Lease Program Manager,the Finance and/or Development Directors,the City Manager,or the City Council. 29.1.10 The City reserves the right to approve the portfolio Project Manager. The City also reserves the right to remove and replace the Portfolio Project Manger with (14) fourteen days written notice to the Consultant. IMG 6 EXHIBIT __.:. ... ....._......:. _.:.::...:........:.._........................... ...:...._: :..__.._...._.__::..:..............:......._........................-.............:..__..._....... .._:.....__.....__ ..........._._..._..._.............._..._:. ._......... ..�•...:.:. Client Authorization For Single Account (Revised, Client Specific Version for CFW OGM ,Account) Account Number: Note:This Authorization supersedes any previous Client Authorizations. Please complete and sign this document to estabilsh the features of the Wells Fargo Bank, N.A. ("Wells Fargo") Investment& Fiduciary Services ("IFS") Account ("the Account") listed below. For the purpose of this form, "Clients" are defined as all Account Owners including principals, Grantors, Trustees and Entities'�ers/Authoriz Signers. These instructions will remain in effect until Wells Fargo is notified otherwise. Section I —.Account Type Select one: ® Agency ❑ Custody ❑ IRA ❑ Revocable Trust Account Title City of Fort Worth OGM Agency Section II- Client Contact Information 1. Name 2. Name Horatio Porter James Mauldin Mailing Address Mailing Address 1000 Throckmorton 1000 Throckmorton City State ZIP Code City State ZIP Code Fort Worth TX 76102 Fort Worth TX 76102 Physical Address(D check box if same as above) Physical Address(0 check box if same as above) Citv State ZIP Code City IState ZIP Code Date of Birth Fax Number bate of Birth Fax Number Telephone Number Alternate Telephone Number Telephone Number Alternate Telephone Number Email Address Ernali Address Client Capacity: Client Capacity: ❑ Principal/Trustee(Agency/Custody)Trustor/Grantor ❑ Principal/Trustee(Agency/Custody)Trustor/Grantor ❑ (IRA/Revocable Trust) Officer/Authorized Signer of an ❑ (IRA/Revocab)e Trust) Officer/Authorized Signer of an ' Entity(Agency/Custody)Authorized Representative(as gntity(Agency/Custody)Authorized Representative(as ❑ designated in AMA) ❑designated in AMA) ❑ Other(specify) ❑Other(specify) Statements: (select preferred frequency) Statements: (select preferred frequency) ❑ MonthijL—] Quarterly(defaulm Annually(in additfan to n Monthly[] Quarterly(default,( Annually(in addition to other selections) other selections) Effective Bate 07/12 Page 1 of 8 client Authorization Single Account (587188 Rev 09-•07112) Section II - Client Contact Information (Continued) .. 3. Name 4. Name Jennifer Fung Jenny Kerzman Mailing Address Mailing Address 1000 Throckmorton 1000 Throckmorton City State ZIP Code City State ZIP Code Fort Worth TX 76102 Fort Worth TX 76102 Physical Address(❑check box if same as above) Physical Address(❑check box if same as above) City IState ZIP Code City State ZIP Code I Date of Birth Fax Number Date of Birth Fax Number Telephone Number Alternate Telephone Number Telephone Number Alternate Telephone Number Email Address Email Address Client Capacity: Client Capacity; ❑ Principal/Trustee(Agency/Custody)Trustor/Grantor ❑ Principal/Trustee(Agency/Custody)Trustor/Grantor ❑ (IRA/Revocable Trust) Officer/Authorized Signer of an ❑ (IRA/Revocable Trust) Officer/Authorized Signer of an Entity(Agency/Custody)Authorized Representative(as pli�;l Entity(Agency/Custody)Authorized Representative(as ❑ designated in AMA) ❑designated in AMA) ❑ Other(specify) ❑ Other(specify) Statements: (select preferred frequency � ��p �� Statements: (select preferred frequency) Monthly ❑ Quarterly(default) Annually(in addition to ❑ Monthly ❑ Quarterly(default) ❑ Annually(in addition to other selections) other selections) 5. Name 6. Name Lisa Parks Barbara Jean Petr Mailing Address Mailing Address 1000 Throckmorton 1000 Throckmorton City State ZIP Code City State ZIP Code Fort Worth ITX 76102 Fort Worth TX 76102 Physical Address ( check box if same as above) Physical Address( check box if same as above) City IState ZIP Code City 4FaxNuSmbter e ZIP Code Date of Birth Fax Number Date of Birth Telephone Number Alternate Telephone Number Telephone Number Alternate Telephone Number Email Address Email Address Effective Date 07/12 Page 2 of 8 Client Authorization—Single Account (587188 Rev 09 - 07/12) Client Capacity: Client Capacity: Principal/Trustee(Agency/Custody)-Trustor/Grantor - Principal/Trustee(Agency/Custody)"Trustor/Grantor (IRA/Revocable Trust) Officer/Authorized Signer of an (IRA/Revocable Trust) Officer/Authorized Signer of an X Entity(Agency/Custody)Authorized Representative(as >S Entity(Agency/Custody)Authorized Representative(as designated in AMA) designated in AMA) Other(specify) Other (specify) Statements: (select preferred frequency) Statements: (select preferred frequency) 30 Monthly Quarterly(default) Annually(in addition to Monthly Quarterly(default) Annually(in addition to other selections) other selections) 7. Name 8. Name Shirley Talley AI honsine M. Kabasele Mailing Address Mailing Address 1000 Throckmorton 1000 Throckmorton City State ZIP Code City State ZIP Code Fort Worth TX 76102 Fort Worth TX 76102 Physical Address( check box if same as above) Physical Address ( check box If same as above) City IState ZIP Code City 4FaxN te ZIP Code Date of Birth Fax Number Date of Birth er I Telephone Number Alternate Telephone Number Telephone Number Alternate Telephone Number Email Address Email Address Client Capacity: Client Capacity: Principal/Trustee(Agency/Custody)Trustor/Grantor Principal/Trustee(Agency/Custody)Trustor/Grantor (IRA/Revocable Trust) Officer/Authorized Signer of an (IRA/Revocable Trust) Officer/Authorized Signer of an Entity(Agency/Custody)Authorized Representative(as Entity (Agency/Custody)Authorized Representative(as designated in AMA) designated in AMA) Other(specify) Other(specify) Statements: (select preferred frequency) Statements: (select preferred frequency) Monthly Quarterly(default) Annually(in addition to Monthly Quarterly (default) Annually(in addition to other selections) other selections) 9. Name 10. Name Susan Alanis Mailing Address Mailing Address 1000 Throckmorton City State ZIP Code City State ZIP Code Fort Worth TX 76102 Physical Address( check box if same as above) Physical Address( check box if same as above) City State ZIP Code City State ZIP Code Effective Date 07/12 Page 3 of 8 Client Authorization—Single Account (587188 Rev 09 -07/12) Date of Birth Fax Number Date of Birth Fax Number Telephone Number Alternate Telephone Number Telephone Number Alternate Telephone Number Email Address Email Address I Client Capacity: Client Capacity: Principal/Trustee(Agency/Custody)Trustor/Grantor Principal/Trustee(Agency/Custody)Trustor/Grantor (IRA/Revocable Trust) Officer/Authorized Signer of an (IRA/Revocable Trust) Officer/Authorized Signer of an Entity(Agency/Custody)Authorized Representative(as Entity(Agency/Custody)Authorized Representative(as designated in AMA) designated in AMA) y t er speci y Statements: (select preferred frequency) Statements: (select preferred frequency) Monthly Quarterly(default) Annually(in addition to Monthly Quarterly(default) Annually (in addition to other selections) other selections) Section III --Account Preferences A.Fax and Email Authorization Client authorizes Wells Fargo to accept and act upon instructions delivered via fax or email unless box below is selected. See Section IV for important disclosures and indemnification language regarding fax and email transmissions. Email address must be provided in writing to Wells Fargo. ❑ No, I do not authorize Wells Fargo to accept fax or email instructions. B. Online Access Once the Account has been opened, Client will be able to view the Account activity via the Internet through wellsfargo.com. Online access is determined by the Tax ID Number(TIN) assigned to the Account. If Client does not currently use Wells Fargo OnlineO, Client will need to enroll to set up access and then add the Account for online viewing. To authorize access for other individual(s) to view the Account, please complete Section F. C.ReIease of Shareholder Information For any account in which the grantor/principal or third party retains the voting authority ("Voting Party") for the assets held in the account, Wells Fargo is required by law to disclose certain information about voting parties, as indicated in Release of Shareholder Information in Section IV, unless the voting party objects. If the voting party objects to this disclosure please indicate below. ❑ Voting party objects to Wells Fargo disclosing the information described above. Effective Date 07/12 Page 4 of 8 Client Authorization—Single Account (587188 Rev 09 -07/12) Section III-Account Preferences (Continued) .................._............ ............... D.Income and Principal E. Disbursement Method For IRA distributions, Client is required to contact Funds from this account shall be disbursed as indicated Relationship Manager to obtain IRA Withdrawal form. below. In addition, upon request, Wells Fargo is authorized to take instruction to transfer funds to other Income. Income from the Account will be handled in the Wells Fargo Sank, NA, accounts in Client's name that are method selected below. If no selection is made, the not indicated below (excludes Wells Fargo Advisors default method indicated will apply. (select one) accounts). ❑ Reinvest income (default for Agency Accounts and I Disbursement Type IRAs); o r ❑ Automatic Gash Transfer to a bank deposit account. ❑ Accumulate income in a cash management vehicle pending disbursement (default for Revocable Trusts) See Section IV for important information, ncome is ursements Account Name _T ❑ Disburse fixed amount: $ or ElDisburse percentage of income*: Account Number *If less than 100%, process balance of income as follows: ❑ Accumulate or ❑ Reinvest. ABA#fi (if non-Wells Fargo) Select frequency: ❑ Monthly ❑ Quarterly ❑ Other: Name of Financial Inst€tution Principal. Principal disbursements from the Account will be handled in the method selected below. If no selection is ❑ Transfer to another Wells Fargo IFS account made, the default method indicated will apply. (select one) Wells Fargo IFS Account Number and Name ❑ Upon request (default) ❑ Disburse fixed amount: $ (Select frequency) ElCheck (delivered by U.S. Mail) ❑ Monthly ❑ Quarterly ❑ Other: Wire Transfer. A separate Funds Transfer Agreement is required for disbursements via wire transfer, and separate security procedures apply to each transfer. Contact your Relationship Manager for further information. F.Third-Party Information Client authorizes the following third party(ies) to have access to the Account information. 1. Name 2. Name Horatio Porter lames Mauldin Professional Title/Relationship with Client: Professional Title/Relationship with Client: ❑Accountant ❑Attorney ❑Other: Director and CFO ❑Accountant ❑Attorney ❑Other: Treasurer Entity/Company Name(if applicable) Entity/Company Name (if applicable) City of Fort Worth City of Fort Worth Address Address See section II See section II City State ZIP Code City State ZIP Code Telephone Number Alternate Telephone Number Telephone Number Alternate Telephone Number Email Address Fax Number Email Address Fax Number This individual is authorized to receive the following: This individual is authorized to receive the following: ❑ Tax Information R Online Access (User ID will be provided) ❑ Tax Information .Online Access (User ID will be provided) ❑ Statements(select referred frequency) ❑ Statements(select preferred frequency) ❑ Monthly ❑ Quarterly(default) ❑ Annually ❑ Monthly ❑ Quarterly(default) ❑ Annually Effective Date 07/12 Page 5 of 8 Client Authorization—Single Account (587188 Rev 09-07/12) Section III —Account Preferences (Continued) . 3. Name Jennifer Fung Professional Title/Relationship with Client: Accountant Attorney other: Assistant Director Entity/Company Name (if applicable) City of Fort Worth Address See section II City State ZIP Code Telephone Number Alternate Telephone Number Email Address Fax Number This individual is authorized to receive the following: Tax Information ><Onfne Access(User ID will be provided) Statements(select preferred frequency) Monthly Quarterly(default) Annually 4. Name ,jenny Kerman Professional Title/Relationship with Client: Accountant Attorney Other: Assistant Treasurer Entity/Company Name(if applicable) City of Fort Worth Address See section II City State ZIP Code Telephone Number Alternate Telephone Number Email Address Fax Number This individual is authorized to receive the following: Tax Information ){Online Access (User ID will be provided) Statements(select preferred frequency) Monthly Quarterly(default) Annually Effective Date 07/12 Page 6 of 8 Client Authorization—Single Account (587188 Rev 09-07/12) Section III—Account Preferences (Continued) ---__ ............. ............. ----................................. _.......... ....... ........ .................---_______'-__'-_ ........... .......................... 5. Name Lisa Parks Professional Title/Relationship with Client; Accountant Attorney Other: Assistant Treasurer Entity/Company Name(if applicable) City of Fort Worth Address See Section 11 City State ZIP Code Telephone Number Alternate Telephone Number Email Address Fax Number This individual is authorized to receive the following; Tax Information ><Online Access(User ID will be provided) Statements(select preferred frequency) Monthly Quarterly(default) Annually 6. Name Barbara Jean Petr Professional Title/Relationship with Client: Accountant Attorney Other: Gas Lease Manaaer Entity/Company Name(if applicable) City of Fort Worth Address See section 11 City State ZIP Code Telephone Number Alternate Telephone Number Email Address � Number This individual is authorized to receive the following: Tax Information ><Online Access (User ID will be provided) Statements(select preferred frequency) Monthly Quarterly(default) Annually Effective Date nr/1z Page zofo Client Aumonzuon-s|oq|cAcuount (snrzon Rev oy 07/12) Section III -Account Preferences (Continued) 7. Name Shirley Talley Professional Title/Relationship with Client: Accountant Attorney Other: Gas Lease Analyst Entity/Company Name (if applicable) City of Fort Worth Address See section II City State ZIP Code Telephone Number Alternate Telephone Number Email Address Fax Number This individual is authorized to receive the following: Tax Information >(Online Access (User ID will be provided) Statements(select preferred frequency) Monthly Quarterly(default) Annually 8. Name Alphonsine M. Kabasele Professional Title/Relationship with Client: Accountant Attorney Other: Gas Lease Analyst Entity/Company Name(if applicable) City of Fort Worth Address See section II City State ZIP Code Telephone Number Alternate Telephone Number Email Address Fax Number 1. This individual is authorized to receive the following: Tax Information ^online Access (User ID will be provided) Statements(select preferred frequency) Monthly Quarterly(default) Annually Effective Date 07/12 Page 8 of 8 Client Authorization—Single Account (587188 Rev 09-07/12) Section III -Account Preferences (Continued) 9. Name Susan Alanis Professional Title/Relationship with Client: Accountant Attorney Other: Assistant City Manager Entity/Company Name (if applicable) City of Fort Worth Address See section II City State ZIP Code Telephone Number Alternate Telephone Number Email Address Fax Number This individual is authorized to receive the following: Tax Information Online Access (User ID will be provided) Statements(select preferred frequency) Monthly quarterly(default) Annually Effective Date 07/12 Page 9 of a Client Authorization—Single Account {587188 Rev 09-07/12) Section III -Account Preferences (Continued) _..............._.........................................---........... _ ............... ..........................._................. .. G. Control Persons "Control Person" means a person having the power to direct the management and policies of a publicly traded company, whether through position held, the ownership of voting securities, by contract or otherwise; generally, this means any officer, director or 10% shareholder. Does any party related to the Account qualify as a "Control Person" as defined above? (select one) ❑ Yes X No If yes, Client shall provide Wells Fargo with the following required information, by entering it below or separately in writing to the Client's Relationship Manager. Control Person Name Company Company Address H. Authorization to Share Account Information with Wells Fargo Affiliates Client authorizes the sharing of information on this Account with Wells Fargo or any of its affiliates for the purposes as indicated in Section IV. Select one: ❑ Yes ❑ No (Defaults to No) Section IV- Disclosures, Acknowledgements and Authorizations Automatic Cash Transfer via ACH ("ACH Transfer"). If Client authorized automatic cash transfers from the Account to a deposit account, Client acknowledges the following: • The origination of Automated Clearing House (ACH) transfers must comply with the provisions of U.S. Law and the Operating Rules of the National Automated Clearing House Association. • If the settlement date of an ACH transfer falls on a weekend or holiday, payment will be credited as of the next business day. • The ABA and account number provided by you to determine the bank and account of the beneficiary of an ACH transfer may be relied upon solely even if a number identifies a bank or account different from the bank or account you identified by name. • Client may change or cancel this authorization via written notice delivered to a member of your relationship team. Client will notify Wells Fargo of any change to or cancellation of this authorization at least 10 days prior to the date such change/cancellation is to be effective. Authorization to Share Account Information with Wells Fargo Affiliates. An IFS Account is a fiduciary account for which Wells Fargo is the fiduciary. Such fiduciary accounts are protected under special rules of confidentiality, and account information may not be shared without approval. If Client so authorizes, Wells Fargo may share information it has or obtains about Client in connection with Client's IFS Account within Wells Fargo or its affiliates. The sharing of Client information is solely for the purpose of assisting in the overall management of Client's banking and financial affairs, and to be advised of available products and services. If Client so authorizes, Client understands that representatives of other Wells Fargo departments or affiliates may contact Client as a result of the sharing of this information. This authorization is specific to Client's IFS Account and will remain in effect until Client revokes it by written notice to Client's Relationship Manager. This authorization will not be affected by any separate instructions Client may provide to Wells Fargo or any of its affiliates to opt out of the sharing of information about Client or Client's Non-IFS accounts. Unless Client indicates information may be shared in Section III, Client's information will not be shared except within Client's relationship team and to the extent necessary to properly manage and administer the IFS Account. Client Information (a) Client represents and warrants to Wells Fargo that Client has full power and authority to enter into this Agreement and to exercise control over the assets in the Account. If Client is acting in a fiduciary capacity, Client further represents and warrants to Wells Fargo that Client is duly appointed, qualified, and acting in such capacity. Effective Date 07/12 Page 10 of 8 Client Authorization—Single (587188 Rev 09- 07/12) Section IV- Disclosures, Acknowledgements and Authorizations (Continued) .........................._.._......... (b) Client authorizes Wells Fargo to rely on the accuracy and genuineness of the information and documentation provided by Client and Wells Fargo shall not be responsible for verifying the accuracy of such information or documentation or be held liable for any loss, cost, damage or expense incurred by Client as a result of such reliance. (c) In the event that any individual or entity named in this Agreement or in any other documentation provided by Client as being authorized to act on behalf of Client shall in any way no longer be vested with authority to so act, Wells Fargo shall be entitled to honor any signatures or instructions given to Wells Fargo by such individual or entity on behalf of Client until Client provides Wells Fargo with a written revocation of such individual's or entity's authority. (d) Client agrees not to purchase securities for deposit to the Account unless Client is certain funds will be available on settlement date for the purchase. Client acknowledges that Wells Fargo need not accept or affirm any trade for Client when funds are not available in the Account. purchased on margin as part of the Account relationship. Fax and Email Authorization and Indemnity--Revised Unless Client selected"No"in Account Features, Section E, under fax and email, Client authorizes Wells Fargo to accept and act upon Account instructions of Client or Authorized Representative(s)delivered to Wells Fargo via fax or email. Client understands that the email address or the signature on a fax will be used as authentication for instructions received. Wells Fargo shall consider any email communications received from an email address provided in writing by Client or Authorized Representative(s) as sent from such party, and likewise, any fax containing a signature of Client or Authorized Representatives) as sent from such party. Client is advised that fax or email communication is not recommended for time-sensitive matters. If time-sensitive instructions are delivered via fax and/or email, Client acknowledges that Wells Fargo will act within a reasonable time of receipt of the fax or email message. Client acknowledges that fax and email may not be secure or reliable modes of communication. Accordingly, Client agrees,to the extent allowed by Texas law, to indemnify and hold harmless Wells Fargo, its agents, affiliates, successors and assigns for and against any liability, claim, loss, or expense it may incur as a result of its good faith reliance on fax or email instructions from Client or Authorized Representative(s)to the Account, provided, however, that nothing in this Agreement shall be construed or interpreted as to require the Client to establish a sinking fund or to levy, assess, or collect a tax to fund such obligations. This direction and indemnity shall remain in effect until canceled in writing by Client. However, the indemnity for any such action taken by Wells Fargo based on communications received while this direction was in effect shall survive the cancellation of this Agreement and the termination of the Account. Funds Disclosure. Wells Fargo may invest the Account in proprietary funds, which are not deposits or obligations of, or issued, endorsed or guaranteed by Wells Fargo or any of its affiliates. Wells Fargo or an affiliate may provide services to such funds and may also receive compensation for such funds for providing such services as set forth in the applicable prospectus, private placement memorandum or other disclosure document available upon request. Wells Fargo may invest the Account in funds sponsored by parties other than Wells Fargo and may receive fees from the funds as set forth in the applicable prospectus, private placement memorandum or other disclosure document available upon request. See Fee Schedule for related disclosures. Oral Authorization. Wells Fargo is directed NOT to accept and act upon directions from Client communicated orally. All directions shall be in writing either by email or other written direction. Proxies and Corporate Literature. Wells Fargo will receive all corporate literature, grant proxies and vote shares of all securities, over which Wells Fargo has investment management authority, held as assets of the Account. Shares will be voted in the same manner as Wells Fargo votes other shares for which it has voting authority. With respect to assets over which Wells Fargo has no investment management authority, Wells Fargo will forward all corporate literature, including proxy requests, to Client or Client's designated voting party for disposition. Release of Shareholder Information. Securities held in investment accounts with Wells Fargo may be registered in the nominee name of Wells Fargo and, as such companies do not have information regarding the beneficial owners of the individual accounts who hold the securities, the Shareholders Communications Act ("Act") was established to permit direct communication between a company and the beneficial owners of their securities (defined as the parties with voting authority over the securities). The Act put forth the following requirements: Effective Date 07/12 Page 11 of 8 Client Authorization-Single (587188 Rev 09-07/12) Section N- Disclosures,Acknowledgements and Authorizations (Continued) _. For any account in which the grantor/principal or a third party retains the voting authority ("Voting Party") for the assets held in the account, Wells Fargo is required by law (specifically, the Act) to, upon request, disclose the following to companies whose securities are held in the Account: (1) the Voting Party's name and address, and (ii) holdings in the Account of securities issued by such companies. The law permits the Voting Party to object to this disclosure. If the Voting Party fails to object, the information indicated above will be disclosed to the issuer of the securities upon request. Voting Party understands that the companies who request this information are prohibited from using the Information for any purpose other than corporate communications. Voting Party also understands and acknowledges that such information may be provided to persons other than the issuer of the securities such as to a dissident or objecting shareholder. If Wells Fargo is investment manager with sole authority to vote proxies, Client understands that, for purposes of the Act, Wells Fargo is considered the beneficial owner of the securities held for the Account. Wells Fargo does not disclose the Client's name, address and security positions of holdings in the Account Statements. c Ion at leastannually for manage trusts, and at least quarterly for managed agency accounts, unless Client directs more frequently on this Client Authorization, Trade Advices, In addition to the regular account statements, Client understands that upon request and at no additional cost, Client is entitled to receive a written notification of each purchase and sale transaction made by Wells Fargo on behalf of the Account. Client also understands that Client has a right to receive notification promptly after completion of the transaction or Wells Fargo's receipt of a broker's confirmation. For non-managed accounts, in lieu of a separate notification for each securities transaction, Client authorizes Wells Fargo to provide information on securities transactions in periodic Account statements for the period involved in the form regularly used by Wells Fargo on such statements. Section V- Client Acknowledgements 1. Please check below all fee schedules and disclosures received. Note: Fees are subject to change upon notice. [) Investment and Fiduciary Services _Agency, IRA and Revocable Trust (including Tax Services Fee Schedule and Third Party Sub-Advisor Fee Disclosure) - AFL ❑ Investment and Fiduciary Services- Agency, IRA and Revocable Trust (including Tax Services Fee Schedule and Third Party Sub-Advisor Fee Disclosure) - TPB Investment and Fiduciary Services - Agency, IRA and Revocable Trust (including Tax Services Fee Schedule and Third Party Sub Advisor Fee Disclosure) - NNW ❑ Other, Indicate Fee Schedule provided: 2. Client acknowledges receipt of the following additional Disclosures. Customer Identification New Account Requirements Effective Date 07/12 Page 12 of 8 Client Authorization—Single (587188 Rev 09-07/12) Section VI �- Substitute Form W�-9%Request for Taxpayer Identification Number and Certification (To be completed for the tax M of the account as listed in Section 11 of this Client Authorization form) NOTE: For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contribution to an Individual Retirement Account (IRA) and, generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. Instructions for each signer • Check the appropriate box for the federal tax classification. You must check the Exempt from Backup Withholding box below if you are exempt from backup withholding (e.g., corporation, retirement plan, etc.). currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. • For real estate transactions, item 2 below does not apply. See www.irs.gov for additional information. Certification Under penalties of perjury, I certify that: 1. The number shown in this Substitute Form W-9 is my correct Taxpayer Identification Number(TIN) to be used for tax reporting (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. Citizen or other U.S. Person. For agency and custody accounts, if a SSN is to be used as the account TIN, enter the individual's name and SSN here. If an EIN is to be used as the account TIN, enter the entity's name and EIN here. First Taxpayer Name TIN ❑ Subject to Backup Withholding(see instructions) City OF Fort Worth 75-6000528 ❑ Exempt from Backup Withholding Federal tax classification (required) ❑ C Corporation ❑ S Corporation ❑ Individual-- Sole Proprietor ❑ Partnership ❑ Trust/Estate ❑ Limited Liability Corporation- if selected,check applicable tax classification: ❑ C Corporation(C) ❑ S Corporation (S) ❑ Partnership(P) ❑ Other(specify) First Tax a r Signature Date X 3C �1 _ Second Taxpayer Name TIN ❑ Subject to Backup Withholding (see instructions) ❑ Exempt from Backup Withholding Federal tax classification (required) ❑ C Corporation ❑ S Corporation ❑ Individual -Sole Proprietor ❑ Partnership ❑ Trust/Estate ❑ Limited Liability Corporation - if selected,check applicable tax classification: ❑ C Corporation (C) ❑ S Corporation(S) ❑ Partnership(P) ❑ Other(specify) Second Taxpayer Signature Date X Effective Date 07/12 Page 13 of 8 Client Authorization-Single (587188 Rev 09 -07/12) Section VI-.Substitute-Form W-9/Request for-Taxpayer-Identification Number and-- ---- Certification (Continued) Third Taxpayer Name TIN ❑ Subject to Backup Withholding (see instructions) ❑ Exempt from Backup Withholding Federal tax classification (required) ❑ C Corporation ❑ S Corporation ❑ Individual-- Sole Proprietor ❑ Partnership ❑ Trust/Estate ❑ Limited Liability Corporation - if selected,check applicable tax classification: ❑ C Corporation (C) ❑ S Corporation (S) ❑ Partnership(P) Other (specify) Third Taxpayer Signature Date X Fourth Taxpayer Name TIN ❑ Subject to Backup Withholding(see instructions) ❑ Exempt from Backup Withholding Federal tax classification(required) ❑ C Corporation ❑ S Corporation ❑ Individual- Sole Proprietor ❑ Partnership ❑ Trust/Estate ❑ Limited Liability Corporation- if selected,check applicable tax classification: ❑ C Corporation (C) ❑ S Corporation (S) ❑ Partnership (P) ❑ Other(specify) Fourth Taxpayer Signature Date X Section VII - Client Signature(s): Client agrees to the instructions above for Account of which Client is an Owner or Officer/Authorized Signer. Client also acknowledges receipt of all fee schedules and disclosures indicated above. 1. Signature Print Name Susan Alanis Date X 3 13 F2Signature Print Nam Date 3, Signature Print Name Date X 4. Signature Print Name Date X ©2012, wells Fargo Bank, N.A.All rights reserved Effective Date 07/12 Page 14 of 8 Client Authorization —Single (587188 Rev 09-.07/12) 0�971 Investmentfig O Investment Objective: All Specialty Assets The All Specialty.Assets investment objective retains primarily non.-marketable assets(Specialty Assets) for income and/or long-term capital growth. Account Name Account Number Cjn7 of Fort Worth Asset Allocation Strategy After consideration of your investment objective,account assets,risk tolerance,and other portfolio specifications,your asset allocation will be- Asset =::;:F:,Ci„,,•+;:!:; tli�;t}';i::,� A;ssetClass „ � � i tRange�` � ,�i � The asset alIacatiari in this account may move '! outside the ranges due to large transactions or client Cash & Equivalents 90-100% directives. Specialty Assets 0-10% Asset allocation does not assure or guarantee better Total Assets 100% performance and cannot eliminate the risk of investment losses. At a minimum, the assets, governed by this confirmation, shall be reviewed annually, and costs shall be considered if cash flow is insufficient. Asset Classes Cash Equivalents-Includes money market holdings,short-term government bonds or Treasury bills, repurchase agreements,foreign exchange,commercial paper,master notes and other near-cash assets. Specialty Assets-Direct ownership of specialty assets offering current income and/or appreciation potential,which could include but is not limited to: real estate;partnerships;oil,gas&mineral rights ("OGM");timberland;agricultural properties;closely held businesses and loan assets. Additional Information-This account is being opened to hold OGM assets. Income received will be transferred to depository accounts on a regular basis, It is not intended for cash to accumulate in this account. Any cash accumulation will be held in a Bank Secured Money Market vehicle. Signatories Please take a moment to review the information above, and sign,date and return the form in the enclosed self-addressed envelope. In the future,if you feel that circumstances warrant a change in this investment objective, contact your Relationship Manager, Specialty Asset Manager or investment professional immediately. By Authorized Si er(s): Client Name Signa e_, Date Susan Alanis X P U � -i n CA i. C-N t� C. 1iy'Wells Fargo Bank N.A.: z Name Signature Date Chuck Watson --�_ � � cf i✓ jy, �I IdentificationCustomer New Account Requirements What Has Happened: Existing Customer Effective October 1, 2003, to help the government Existing customers (prior to October 1, 2003) are fight the funding of terrorism and money laundering exempt from these requirements provided that we activities, U.S. Federal law requires financial can reasonably determine that we already know the institutions to obtain,verify, and record information customer's identity, This determination may vary that identifies each person (individuals and non- between Wells Fargo and Co, lines of businesses. individuals) who opens a new account, Required Customer Information: Key Definitions The following customer information is required to Account open a new account: An account is a formal relationship established to Name provide ongoing services. Examples are checking Address accounts, brokerage accounts, treasury services, and safe boxes, - Permanent residence for individuals. - Permanent business or office location for Customer non-individuals. A customer is an individual or non-individual who - PO. Boxes and mail drops are not allowed. opens a new account. This also includes new individual - Military APOs and FPOs are allowed, customers who are added to an existing account. Date of birth for individuals U.S.Person • Taxpayer identification number A U.S. person is an individual who is a citizen of the - For most customers, this will be either an SSN, United States or a non-individual entity that was EIN, or ITIN, established under United States federal or state law. - If a non-U.S. person does not have a taxpayer A non-U.S. person does not meet the above definition identification number, a number from a i of U.S. person. government issued identification document bearing evidence of nationality or legal i residence may be substituted. - We may allow an exception for customers who have applied for but not yet received a taxpayer identification number. If we cannot obtain this information prior to opening an account, we must refuse to open the account. Effective Date: October 2003 0 2003 Wells Fargo&Companies.All rights reserved. Customer Identification Requirements Verification of Information: Commonly Asked Questions Identifying information provided by customers will What if I do not want to provide you some of the required be verified to ensure that we can form a reasonable information like my date of birth?I have concerns about belief that we know a customer's true identity. my privacy. Verification methods will vary but typically involve: We cannot open an account if we do not obtain the documentary methods such as viewing a government required information.Wells Fargo & Co. is comnutted Issued identification, non-documentary methods such to respecting and protecting your privacy.For more as comparing customer information to a public information about Wells Fargo's privacy policies, database, or a combination of both. please contact a financial representative. Failure to Verify or Obtain Information: What if[do not have a residential or business address If we are unable to reasonably verify a customer's and instead use a mail drop at a package store? identity within thirty days, we may restrict access We are required to obtain a physical residence or to an account until the time we have reasonable business address or we may not open the account.P.O. verification of the customer's identity. If we ultimately Boxes and mail drops are not allowed for customer conclude that we are not able to reasonably verify a identification purposes. customer's identity, we must close the customer's account, Does this mean that I can no longer have my statements If through periodic review it is discovered that we mailed to a P.O.Box or accountant's office? have not obtained the required information, we will You may still mail statements to P.O. Boxes or other contact the customer to obtain it. If we do not then locations,provided that we have a record of your receive the required information within a reasonable legal address. time frame, we may close the customer's account, I am a non-U.S.person and do not wish to obtain a tax- These Are Minimum Requirements payer identification number,May 1 still open an account? The identification requirements discussed in this Anon-U.S. person may open an account without a document are the minimum requirements required by taxpayer identification number if the customer U,S. Federal regulation. In the interest of preventing provides a government issued identification document fraud and identity theft,Wells Fargo and Co.lines of that has a tracking number, is not expired, and bear business may have additional customer identification evidence of nationality or legal residence.Please note, requirements. Those requirements may also differ there may be additional Internal Revenue Service between the lines of business, taxpayer identification number requirements for Interest bearing accounts. Other Regulations Unaffected Customer identification requirements compliment and do not replace other U.S. Federal anti-money laundering and anti-terrorism funding prevention regulations. Examples of these regulatory requirements include: currency transaction reporting, monetary instrument record keeping, suspicious activity reporting, and understanding a customer's source of wealth and intended account usage as appropriate. Effective ©ate: October 2003 ©2003 Welts Fargo&Companies.All rights reserved. 2 PS10045(200309153 09/03) XHO T g y Wells Fargo U.S.Consumer Privacy Notice Rev.1012012 WHAT DOES WELLS FARGO DO M WITH YOUR PERSONAL INFORMATION? Financial companies choose how they share your personal information.Federal law gives consumers the right to limit some but not all sharing.Federal law also requires us to tell you how we collect,share,and protect your personal information.Please read this notice carefully to understand what we do. The types of personal information we collect and share depend on the product or service you have with us.This information can include: Social Security number and employment information account balances and transaction history credit history and investment experience All financial companies need to share customers'personal information to run their everyday business. In the section below,we list the reasons financial companies can share their customers'personal information;the reasons Wells Fargo chooses to share;and whether you can limit this sharing. n mi For our everyday business purposes—such as to process your transactions,maintain your Yes No account(s),respond to court orders and legal investigations,or report to credit bureaus For our marketing purposes—with service providers we use to offer our products and Yes No services to you(please see below to limit the ways in which we contact you) Forjoint marketing with other financial companies No We don't share For our affiliates'everyday business purposes— information about your transactions and experiences Yes No For our affiliates'everyday business purposes— information about your creditworthiness Yes Yes For our affiliates to market to you Yes Yes For nonaffiliates to market to you No We don't share ,A f m Call 1-888-528-8460—our menu will prompt you through your choices e ® Online banking customers-log on to a secure session at wellsfargo.com,and choose"Change Privacy Preferences" under the"Account Services"tab. Please note:If you are a new customer,we can begin sharing your information 30 days from the date we sent this notice.When you are no longer our customer,we can continue to share your information as described in this notice. However,you can contact us at any time to limit our sharing. e To limit our direct marketing to you by mail or telephone,please call 1-888-528-8460--our menu will prompt you `r l through your choices j ® Online banking customers-log on to a secure session at wellsfargo.com,and choose"Change Privacy Preferences" under the"Account Services"tab. Please note:A Do Not Call election is effective for five years(or while you are an active consumer customer,if longer). The Do Not Mail election is effective for three years.You may continue to receive marketing information in regular account mailings and statements,when you visit us online or at an ATM.You may also be contacted to service your account or participate in surveys.If you have an assigned client manager or team,they may continue to contact you to assist you in managing your portfolio or account relationship. fI� i k Call 1-800-TO-WELLS(1-800-869-3557)or go to wellsfargo.com/privacy-security ©2012 Wells Fargo&Company.All rights reserved. MKT6784 FOL(578013 Rev 08-10/12) Page 2 WHAT DOES WELLS FARGO DO WITH YOUR PERSONAL INFORMATION? Who is providing Wells Fargo U.S.companies that use Wells Fargo in their names and other companies listed in the this notice? Wells Fargo U.S.legal entities section. How does Wells Fargo protect To protect your personal information from unauthorized access and use,we use security measures that my personal information? comply with federal law.These measures include computer safeguards and secured files and buildings. For more information visit welisfargo.com/privacysecurity How does Wells Fargo collect We collect your personal information,for example,when you: my personal information? ■open an account or make deposits or withdrawals from your accounts ■apply for a loan or use your credit or debit card ■seek advice about your investments We also collect your personal information from others,such as credit bureaus,affiliates,or other companies. Why can't I limit all sharing? Federal law gives you the right to limit only: ■sharing for affiliates'everyday business purposes—information about your creditworthiness ■affiliates from using your information to market to you ■ sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing.See below for more on your rights under state law What happens when I limit Your choices will apply individually unless you tell us otherwise.Any account holder may express a privacy sharing for an account I hold preference on behalf ofthe otherjoint account holders. jointly with someone else? ee Affiliates Companies related by common ownership or control.Theycan be financial and nonfinancial companies. ■ Our affiliates include financial companies with Wells Fargo in their name such as Wells Fargo Bank,N.A., Wells Fargo Insurance,Inc.,and Wells Fargo Advisors,LLC. Nonaffiliates Companies not related by common ownership or control.They can be financial and nonfinancial companies. ■ Wells Fargo does not share with nonaffiliates so they can market to you. Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ■ Wells Fargo doesn'tjointly market. Important Notice about Credit Reporting:We may report information about your account(s)to credit bureaus and/or consumer reporting agencies.Late payments,missed payments,or other defaults on your account(s)may be reflected in your credit report and/or consumer report. Do Not Call Policy.This Privacy Policy constitutes Wells Fargo's Do Not Call Policy under the Telephone Consumer Protection Act for all consumers.Wells Fargo maintains an internal Do Not Call preference list.Do Not Call requests will be honored within 30 days and will be effective for at least five years from the date of request.No telemarketing calls will be made to residential or cellular phone numbers that appear on the Wells Fargo Do Not Call list. Nevada residents.We are providing you this notice pursuant to state law.You may be placed on our internal Do Not Call List by following the directions in the To limit direct marketing section.For more information contact us at 1-800-869-3557;nevadanoticeinfo@wellsfargo.com,or Wells Fargo,P.O.Box 5277,Sioux Falls,SD 57117-5277.Or contact the Bureau of Consumer Protection,Office of the Nevada Attorney General, 555 E.Washington St.,Suite 3900,Las Vegas,NV 89101;702-486-3132;BCPINFO@ag.state.nv.us Vermont:We automatically treat customers with a Vermont mailing address as having limited sharing with our affiliates as provided on page one. Trust or fiduciary accounts for which Wells Fargo is the trustee or service provider,including employer-sponsored retirement accounts,are protected under special rules of confidentiality.Information on these accounts is not shared for marketing purposes without specific consent. Wells Fargo Advisors Financial Advisors:If your financial advisor's affiliation with Wells Fargo Advisors ends and theyjoin a non-affiliated secu- rities broker-dealer,your financial advisor may be permitted to use limited information to contact you tojoin their new firm,as a usual means to continue to service and maintain your accounts.The information they may use is limited to your name,address,email address,phone number and account title. Wells Fargo U.S.banks and companies with"Wells Fargo"in their names,including Wells Fargo Advisors,LLC;Wells Fargo Bank,N.A.doing business as Flatiron Capital;as well as American Mortgage Network,LLC,doing business as Vertice;and Abbot Downing,a Wells Fargo Business. This Privacy Disclosure also describes the privacy practices of First Clearing,LLC("First Clearing"),which is an affiliated clearing firm of Wells Fargo Advisors,LLC.First Clearing does not market to holders of accounts carried by First Clearing or provide information regarding such accounts or regarding your creditworthiness to other Wells Fargo companies for their own marketing or everyday business purposes,and the choices in this notice do not apply to First Clearing. The following legal entities and businesses are not covered by this notice and have separate privacy notices: ■ any non-bank company with"Wells Fargo Financial"in its name ■Wells Fargo Financial National Bank ■the Wells Fargo Advantage Funds ■Wells Fargo Advisors Financial Network,LLC ■any insurance company,insurance agency,or insurance brokerage or other company,which has its own privacy disclosures ■businesses which have provided a separate privacy notice governing specified accounts or relationships MASTER AGREEMENT FOR TREASURY MANAGEMENT SERVICES The Service Documentation described below contains the terms under which Wells Fargo Bank, National Association ("Bank") provides treasury management services ("Services"). The Bank customer to which the Services will be provided ("Company") is identified in the Acceptance of Services ("Acceptance"). Bank and Company agree: 1. Service Documentation. The Service Documentation for each Service includes: 1.1. The Service Description. 1.2. The Acceptance. 1.3. This Master Agreement for Treasury Management Services ("Master Agreement"). 1.4. The account agreement for the deposit account(s) (each, an "Account") that Company or Company's affiliate or subsidiary maintains at Bank or Bank's affiliate in connection with a Service. The account agreement includes the Dispute Resolution Program that Company and Bank agree to use to resolve any disagreements between Company and Bank regarding accounts and Services governed by the Service Documentation. 1.5. User Guides which include Terms of Use, software, software licenses, price schedules, specifications, instructions, and notices. 1.6. The set-up form(s) for each Service. The Service Documentation also applies to a Service that is provided by an affiliate of Bank and a Service that is used by an affiliate or a subsidiary of Company. "Bank" includes each such affiliate, and "Company" includes each such affiliate and subsidiary. If there is a conflict among the documents that make up the Service Documentation, the documents will govern in the order set forth above. Company acknowledges receiving a copy of the Service Documentation for each Service Bank provides to Company. 2. Services. Bank and Company will agree upon the Service(s) to be provided. 3. Changes to Services. Bank may change (or add to) the terms and fees in the Service Documentation at any time upon prior written notification to Company. If Company discontinues using the affected Service before the change becomes effective, it will not be bound by the change. If Company continues to use a Service after the change becomes effective, it will be bound by the change. 4. Term and Termination. Unless terminated sooner in accordance with the Service Documentation, this Master Agreement and all Services will continue in effect until terminated by either party upon thirty (30) days prior written notice to the other party (unless a Service is terminated sooner in accordance with the Service Documentation). Bank may terminate any Service (a) following notice to Company of a breach of any provision of the Service Documentation and Company's failure to cure the breach within fifteen (15) days of the date of TM-1450 Master Agreement for Treasury Management Services Page 1 of 4 Revised 09-02-2010(GIB-RMB Version)(For GIB Public Entity Customer Use Only) such notice, or (b) without notice to Company if (i) Company is subject to a petition under the U. S. Bankruptcy Code or (ii) Bank determines in its sole discretion that a material adverse change has occurred in Company's ability to perform its obligations under the Service Documentation. The termination of a Service will not affect Company's or Bank's rights with respect to transactions occurring before termination. Bank will not be liable to Company for any losses or damages Company may incur as a result of any termination of any Service. 5. Service Fees. Company will pay Bank the fees described in the Service Documentation and any taxes applicable to each Service however designated exclusive of taxes based on Bank's net income. Bank may debit Company's account(s) with Bank for any fees not covered by earnings credits and any taxes that are due, or it may send an invoice to Company for such amounts, which Company shall promptly pay. Bank may assess finance charges at a rate of 1.5% per month (18% per annum) or the highest rate permitted under applicable law (determined in accordance with section 8.1), whichever is less, on any invoiced fees or taxes not paid within thirty (30) days of the due date and will apply payments and other reductions of amounts owed first to unpaid interest and then to other fees and charges. 6. Confidential Information. Unless otherwise provided in the Service Documentation, all User Guides and software constitute Bank's or its vendor's confidential information ("Confidential Information"), and Company will not acquire any ownership interest in or rights to Confidential Information as a result of Company's use of any Service. Company will (a) maintain the confidentiality of the Confidential Information; (b) not disclose (or permit its employees or agents to disclose), copy, transfer, sublicense or otherwise make any of it available to any person or entity, other than Company's 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. Company will notify Bank immediately if it knows or suspects that there has been any unauthorized disclosure, possession, use or knowledge (each, an "Unauthorized Use") of any Confidential Information. If Company (or its employees or agents) is responsible for the Unauthorized Use, Company will, at its expense, promptly take all actions, including without limitation initiating court proceedings to recover possession and prevent further Unauthorized Use of the Confidential Information and obtain redress for any injury caused to Bank as a result of such Unauthorized Use. 7. Liability and Reimbursement. 7.1. Bank will perform each Service in accordance with reasonable commercial standards applicable to Bank's business; laws, regulations and operating circulars governing the activities of Bank; applicable funds transfer system(s) and clearinghouse rules; and the Service Documentation. 7.2. Bank is under no obligation to honor, in whole or in part, any entry, file, batch release, transfer instruction, payment order, transaction or instruction that (a) exceeds the available balance in the Account, unless otherwise provided in the Service Documentation; b) is not in accordance with the Service Documentation or Bank's applicable policies, procedures or practices as made available to Company; c) Bank has reason to believe may not have been duly authorized, should not be honored for its or Company's protection, or involves funds subject to a hold, dispute, restriction or legal process; or d) would possibly result in Bank violating any applicable rule or regulation of any federal or state regulatory authority including without limitation any Federal Reserve guidelines such as the limitations on Bank's intra-day net funds position. 7.3. All uses of Services through Company's ID codes, passwords, token cards, PINs, or passcodes (each, a "Code") will be deemed to be authorized by and binding on Company. Company's failure to protect Codes may allow an unauthorized party to (a) TM-1450 Master Agreement for Treasury Management Services Page 2 of 4 Revised 09-02-2010(GIB-RMB Version)(For GIB Public Entity Customer Use Only) use the Services, (b) access Company's electronic communications and financial data, and (c) send or receive information and communications to Bank. Company assumes the entire risk of unauthorized use of Codes and unencrypted electronic transmissions. 7.4. Neither Bank nor any software vendor makes any express or implied representations or warranties with respect to the Services or any software used in connection with the Services including without limitation any warranty as to the merchantability or fitness for a particular purpose, other than those expressly set forth in the Service Documentation. 7.5. Company will promptly furnish written proof of loss to Bank and notify Bank if it becomes aware of any third party claim related to a Service. Company will cooperate fully (and at its own expense) with Bank in recovering a loss. If Company is reimbursed by or on behalf of Bank, Bank or its designee will be subrogated to all rights of Company. 7.6. Any claim, action or proceeding against Bank for losses or damages arising from a Service, including Bank's honoring or dishonoring a check covered by a Service, must be brought within one (1) year from the date of the act or omission or in the case of a check from the date the check was first paid or returned by Bank. 7.7. Bank will have no liability for failure to perform or delay in performing a Service if the failure or delay is due to circumstances beyond Bank's reasonable control. If Bank determines that any funds transfer or communications network, Internet service provider, or other system(s) it has selected to provide a Service is unavailable, inaccessible or otherwise unsuitable for use by Bank or Company, Bank may, upon notice to Company, suspend or discontinue the affected Service. 7.8. Except in the case of Bank's negligence or intentional misconduct, Company will reimburse Bank, its directors, officers, employees and agents for all losses or damages that arise out of (a) the performance of a Service in accordance with the Service Documentation including without limitation any warranty Bank is required to make to a third party in connection with a Service; (b) an act or omission of any agent, courier or authorized representative of Company; and (c) if the Service includes a license or sublicense of any software to Company, the use or distribution of the software by Company or any person gaining access to the software through Company that is inconsistent with the license or sublicense. 7.9. Bank will only be liable to Company for Company's direct monetary losses due to Bank's negligence or intentional misconduct. Except in the case of Bank's gross negligence or intentional misconduct, Bank's liability to Company will be limited to an amount not to exceed ten (10) times Bank fees incurred during the calendar month immediately preceding the calendar month in which such loss or damages were incurred (or, if no Bank fees were incurred in such month, Bank fees incurred in the month in which the losses or damages were incurred). Except as expressly provided otherwise in the Service Documentation, neither party to this Master Agreement will be liable to the other party for any special, consequential, incidental (including without limitation court costs and attorneys' fees), indirect, or punitive losses or damages, whether any claim is based on contract or tort, or whether the likelihood of such losses or damages was known to the other party and regardless of the form of the claim or action. TM-1450 Master Agreement for Treasury Management Services Page 3 of 4 Revised 09-02-2010(GIB-RMB Version)(For GIB Public Entity Customer Use Only) 8. Miscellaneous. 8.1. The Service Documentation will be governed by substantive federal laws, regulations and rules and, to the extent such laws, regulations and rules are not applicable, those of the state in which the office of Bank that maintains the Account is located, without regard to conflicts of laws principles. Any portion of the Service Documentation which is inconsistent with applicable laws, regulations or rules will be deemed modified and applied in a manner consistent therewith, and Bank will incur no liability to Company as a result of the inconsistency or modification and application. If any portion of the Service Documentation is deemed unenforceable, it will not affect the enforceability of the remaining Service Documentation. 8.2. The Service Documentation is the entire agreement between Bank and Company and supersedes all prior representations, conditions, warranties, understandings, proposals or agreements regarding a Service. 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. 8.3. Company will provide Bank promptly upon Bank's request any existing financial statements or other information pertaining to Company's financial condition or any previously unprepared financial statements which Bank may require Company to prepare and/or to be audited or reviewed by independent certified public accountants acceptable to Bank. 8.4. Company warrants it will not use any Service in a manner which violates any federal or state law including without limitation any sanction or control administered by the Office of Foreign Assets Control or Bureau of Export Administration. 8.5. If Company employs an agent in connection with its use of any Service, Company represents and warrants to Bank that (a) Company's governing body has duly authorized the agent and (b) Company will exercise appropriate controls to ensure each agent so authorized does not exceed the authority so granted to it. Any communication to Bank regarding Company's use of a Service from Company's agent will be deemed to be a communication from Company, and Company authorizes Bank to communicate with Company's agent regarding any such communication or Service. 8.6. Either party may provide notice to the other party by mail, personal delivery, or electronic transmission. Bank will use the most recent address for Company in Bank's records, and any notice from Bank will be effective when sent. Company will use the address where Company's relationship manager or other manager is located and address any notice to the attention of such manager. Any notice from Company will be effective when actually received by Bank. Bank will be entitled to rely on any notice from Company that it believes in good faith was authorized by an authorized representative of Company and, except as expressly stated in the Service Documentation, will have no obligation to verify the signature (including an electronic signature). Each party will have a reasonable time after receipt of any notice to act on it. 8.7. Sections 1, 4, 5, 6, 7, and 8 will survive termination of this Master Agreement. ©2010 Wells Fargo Bank, N.A.All rights reserved. TM-1450 Master Agreement for Treasury Management Services Page 4 of 4 Revised 09-02-2010(GIB-RMB Version)(For GIB Public Entity Customer Use Only) Commercial Account Agreement Effective May 1, 2005 rekti, r Y� r� 4 a Table of Contents I. Terms Applicable to All Commercial Deposit Accounts............5 Introduction Defined Terms Affiliate....................................................................................................................5 AuthorizedSigner.....................................................................................................5 BusinessDay.............................................................................................................5 CollectedBalance......................................................................................................5 Commercial Deposit Account....................................................................................5 DepositFloat............................................................................................................5 DepositedItem.........................................................................................................6 InvestableBalance.....................................................................................................6 Item.........................................................................................................................6 LedgerBalance..........................................................................................................6 Overdraft.................................................................................................................6 PaperItem................................................................................................................6 Service......................................................................................................................6 Arbitration Agreement Agreementto Arbitrate.............................................................................................6 GoverningRules.......................................................................................................6 No Waiver of Self-Help or Provisional Remedies.......................................................7 Arbitrator Qualifications and Powers........................................................................7 Discovery..................................................................................................................7 Class Actions and Consolidations..............................................................................7 Paymentof Arbitration Costs and Fees......................................................................7 Miscellaneous...........................................................................................................7 Statements and Other Account-Related Information Mailing Statements and Other Account-Related Information to Company.................8 Company's Obligation to Review Statements and Other Account-Related Information andto Notify Bank of Errors......................................................................8 Returned,Unclaimed Statements or Other Account-Related Information...................8 Address Changes for Statements for Company's Account and Other Account-Related Information.....................................................................9 Noticesand Other Mail............................................................................................9 ElectronicCommunications......................................................................................9 1 Fraud Prevention Protection Against Unauthorized Items.....................................................................9 Lost or Stolen Paper Items;Unauthorized Items.........................................................9 Preventing Misuse of Company's Account...............................................................10 Claim of Unauthorized Transactions;Bank's Rights and Liability Investigation by Bank;Company's Agreement to Cooperate....................................10 Standardof Care.....................................................................................................11 Limitation of Liability;Indemnification...................................................................11 AdverseClaims.......................................................................................................11 LegalProcess..........................................................................................................11 "Freezing"Company's Account...........................................................I..................11 ForceMajeure.........................................................................................................12 Company's Insurance Coverage...............................................................................12 Substitute Checks Deposits to Company's Account General ..................................................................................................................12 CollectionItems......................................................................................................12 Endorsements.........................................................................................................12 Material Appearing on the Back of Items;Check Legends.......................................13 Breachof Warranties..............................................................................................13 When Deposits are Credited to Company's Account...............................................13 Useof Funds...........................................................................................................13 Depositsat Affiliates...............................................................................................13 Depositsof Non-U.S.Items.....................................................................................13 Acts and Omissions of Other Financial Institutions.................................................14 Deposited Items Returned.......................................................................................14 Direct Deposits Returned by Bank...........................................................................14 Reconstructing Lost or Destroyed Deposited Items..................................................14 Withdrawals from Company's Account Determining Company's Account's Balance;Debiting Company's Account.............14 Orderof Posting.....................................................................................................15 Paper Items Presented Over-the-Counter for Payment by a Non-Customer..............15 LargeCash Withdrawals.........................................................................................Is Withdrawalsat Affiliates........................................................................................Is Items Resulting From Company's Disclosure of Company's Account Number.........15 Missing Signatures;Alterations;Forgeries...............................................................15 Dates and Special Instructions on Paper Items.........................................................16 Facsimile or Mechanical Signatures.........................................................................16 ConsumerACH Debit Entries.................................................................................16 2 Stop Payment Orders;Notices of Post-Dating General..................................................................................................................16 Content of Stop Payment Order..............................................................................16 Effective Period of Stop Payment Order;Renewal;Revocation................................16 Liability to Holder in Due Course...........................................................................17 Paper Items Paid Over Valid Stop Payment Orders..................................................17 Overdrafts;Security Interest;Bank's Right to Setoff Overdrafts and Insufficient Funds...........................................................................17 Security Interest;Bank's Right to Setoff...................................................................17 Bank Fees and Expenses General ..................................................................................................................18 Payment of Bank Fees and Expenses;Finance Charges.............................................IS Earnings Allowance................................................................................................18 Checking Subaccounts Miscellaneous Acceptable Form of Paper Items;Document and Image Quality...............................19 ClosingCompany's Account...................................................................................19 ContractLanguage.................................................................................................19 CreditReports........................................................................................................19 Disclosureof Information.......................................................................................19 Dormant and Unclaimed Accounts..........................................................................20 Entire Agreement;Headings;No Third Party Beneficiary.........................................20 Laws Governing Company's Account......................................................................20 Minimum Balance Requirements;Other Restrictions...............................................20 Modification of Agreement;Account Conversion....................................................20 Monitoring and Recording Communications...........................................................21 No Fiduciary Relationship......................................................................................21 Reliance on Bank's Records....................................................................................21 ReorderingChecks..................................................................................................21 Transferring an Interest in Company's Account.......................................................21 II. Additional Terms Applicable to All Commercial Interest-Bearing, Savings and Time Accounts............................21 Interest-Bearing Accounts Variable/Fixed-Rate Accounts.................................................................................21 Method Used to Calculate Earned Interest...............................................................21 InterestAccrual......................................................................................................21 Compoundingand Crediting...................................................................................22 TargetBalance Accounts.........................................................................................22 InterestAdjustments...............................................................................................22 Tax Identification Number Certification.................................................................22 3 Commercial Savings Accounts Bank's Right to Require Notice...............................................................................22 Limitations on Transfers from Company's Savings Account....................................22 Commercial Time Accounts General...................................................................................................................23 Certificated Time Accounts.....................................................................................23 MaturityDate.........................................................................................................23 TimeRequirements.................................................................................................23 Paymentof Interest.................................................................................................23 AdditionalDeposits................................................................................................23 Withdrawal of Interest Prior to Maturity.................................................................23 RenewalPolicies.....................................................................................................23 III. Funds Transfers......................................................................................24 General...................................................................................................................24 Noticeof Receipt of Funds......................................................................................24 Reliance on Identification Numbers.........................................................................24 Duty to Report Unauthorized and Erroneous Fund Transfers..................................24 Erroneous Payment Orders.....................................................................................24 Automated Clearing House(ACH)Transactions.....................................................24 IV. Selected Services .....................................................................................25 ATMDeposit Service..............................................................................................25 TreasuryExpress Deposit'Service...........................................................................25 4 I. Terms Applicable to All Commercial Deposit Accounts Introduction In this Commercial Account Agreement ("Agreement"), "Company" refers to the owner or accountholder of a Wells Fargo bank commercial deposit account ("Account"). "Bank" refers to the Wells Fargo bank at which Company's Account is maintained.This Agreement includes the following disclosures applicable to Bank's commercial deposit accounts and related services (each, a "Service"), that Bank has separately provided to Company: (i) the schedule of Bank's fees and other account-related information (the "fee and information schedule"),(ii)the collection schedule,(iii)the funds availability policy,(iv)the privacy policy, (v)the rate sheets for interest-bearing accounts,each as modified by Bank from time to time, and (vi) any additional disclosures regarding Company's Account that Bank may provide to Company. Company is responsible for ensuring that each Authorized Signer is familiar with this Agreement.Unless Company has instructed Bank in writing to the contrary,Bank may consider communications about Company's Account from an Authorized Signer on Company's Account as communications from Company. Company agrees to notify Bank immediately in writing if any Authorized Signer's authority has been terminated. This Agreement replaces all prior agreements with Bank regarding Company's Account other than agreements regarding security interests in,or services utilizing,the Account.By signing Bank's signature card for Company's Account or by using Company's Account or a Service, Company will be deemed to have agreed to this Agreement. Company should retain a copy of this Agreement(and any information that Bank provides Company regarding changes to this Agreement)for as long as Company maintains its Account with Bank. Defined Terms In this Agreement,certain words have a special meaning and are therefore defined. Certain terms and their definitions are found in this Section,and others are found in the text of this Agreement. Affiliate. An `Affiliate" is a bank that is, directly or indirectly, a wholly or substantially owned subsidiary of Wells Fargo& Company. Authorized Signer. An "Authorized Signer" is a person who has Company's actual or apparent authority to transact business on Company's Account(s), whether or not such person has signed the signature card or other documentation for Company's Account(s). Bank may continue to recognize an Authorized Signer's authority until Bank has received and had a reasonable time to act upon Company's written modification or revocation of it. Business Day. A`Business Day"is every day except Saturdays,Sundays and federal holidays. Collected Balance. The"Collected Balance"is the Ledger Balance in Company's Account less Deposit Float. Commercial Deposit Account. A "commercial deposit account" is any deposit account, other than one of Bank's business deposit accounts,that is not held or maintained primarily for personal,family or household purposes.Examples of commercial deposit accounts include an account owned by an individual acting as a sole proprietor,a partnership,a limited partnership,a limited liability partnership,a limited liability company,a corporation,a joint venture,a non-profit corporation,an employee benefit plan or a governmental unit including an Indian tribal entity. Deposit Float. "Deposit Float" is the total dollar amount of Items deposited in Company's Account for which,based on the collection schedule used by Bank or the applicable Affiliate for this type of account, Company's Account has not yet been credited for purposes of calculating the Collected Balance. 5 Deposited Item. A"Deposited Item" is an Item (including a non-U.S. Item) that Bank cashes or collects for Company or accepts for deposit to Company's Account. Investable Balance. The"Investable Balance"is the Collected Balance in Company's Account less (i) the portion of such Collected Balance that Bank is required by law to hold in reserve at a Federal Reserve Bank and(ii)other adjustments. Item. An "Item" includes a check, substitute check, purported substitute check, electronic item, draft, demand draft, preauthorized draft, remotely created check, remotely created item, remotely created consumer item,image replacement document or other order or instruction for the payment, transfer, or withdrawal of funds (including a withdrawal slip), automatic transfer,and electronic transaction(including a wire transfer,an ACH transfer and a Consumer ACH Debit Entry), any written document created or authorized in Company's name that would be a check or draft but for the fact that it has not been signed,and a cash-in ticket or a deposit adjustment or a photocopy or an image of any of the foregoing. Ledger Balance. The "Ledger Balance" is the balance in Company's Account after all debits and credits for the Business Day are posted. Overdraft. An"Overdraft"is any event that results in a negative balance in Company's Account. Paper Item. A"Paper Item"is an Item that is in paper form. Service. A "Service" is any service Bank provides to Company including without limitation any Treasury Management Service. Arbitration Agreement Agreement to Arbitrate. Except as stated in"No Waiver of Self-Help or Provisional Remedies"below,Company and Bank agree, at Company's or Bank's request, to submit to binding arbitration all claims, disputes and controversies between or among Company and Bank (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise arising out of or relating in any way to Company's Account(s) and/or Service(s) and their negotiation, execution, administration, modification, substitution, formation, inducement,enforcement,default or termination(each,a"Dispute"). Governing Rules. Any arbitration proceeding will(i)proceed in a location selected by the American Arbitration Association("AAA')in the state whose laws govern Company's Account;(ii)be governed by the Federal Arbitration Act(Title 9 of the United States Code),notwithstanding any conflicting choice of law provision in any of the documents between Company and Bank; and (iii) be conducted by the AAA, or such other administrator as Company and Bank 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 costs in which case the arbitration shall be 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,as applicable,as the"Rules").If there is any inconsistency between the terms hereof and any such Rules,the terms and procedures set forth herein shall control.Any party who fails or refuses to submit to arbitration following a lawful 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 Bank of the protections 6 afforded to it under 12 U.S.C.Section 91 or any similar applicable state law. No Waiver of Self-Help or Provisional Remedies. This arbitration requirement does not limit the right of either party to (i) exercise self-help remedies including setoff or (ii) 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 either party to submit any Dispute to arbitration or reference hereunder,including those arising from the exercise of the actions detailed in(i) and(ii) of this subsection. Arbitrator Qualifications and Powers. Any Dispute 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$5,000,000.00.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 deliberations.Each arbitrator will be a neutral attorney licensed in the state whose laws govern Company's Account and who has a minimum of ten years experience in the substantive law applicable to the subject matter of the Dispute to be arbitrated. The arbitrator(s) will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator(s) will decide (by documents only or with a hearing at the discretion of the arbitrator(s)) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator(s) shall resolve all Disputes in accordance with the substantive law of the state whose laws govern Company's Account and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award.The arbitrator(s) shall also have the power to award recovery of all costs and fees,to impose sanctions and to take such other action as deemed necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the state rules of civil procedure for the state whose laws govern Company's Account or other applicable law judgment upon the award rendered by the arbitrator(s)may be 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 for judicial relief. 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 and within 180 days of the filing of the Dispute with the AAA.Any requests for an extension of the discovery periods,or any discovery Disputes,will be subject to final determination by the arbitrator(s) upon a showing that the request for discovery is essential for the party's presentation and that no alternative means for obtaining information is available. Class Actions and Consolidations. Company and Bank agree that the resolution of any Dispute arising pursuant to the terms of this Agreement shall be resolved by a separate arbitration proceeding and shall not be consolidated with other Disputes or treated as a class.Neither Company nor Bank shall be entitled to join or consolidate Disputes by or against others in any arbitration,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 attorney general capacity. Payment of Arbitration Costs and Fees. The arbitrator(s)shall award all costs and expenses of the arbitration proceeding. Miscellaneous. To the maximum extent practicable, the AAA, the arbitrator(s), Company and Bank shall take all action required to conclude any arbitration proceeding within 180 days of the filing 7 of the Dispute with the AAA. The arbitrator(s), Company, or Bank may not disclose the existence, content or results thereof, except for disclosures of information by Company or Bank required in the ordinary course of business,by applicable law or regulation,or to the extent necessary to exercise any judicial review rights set forth herein. If more than one agreement for arbitration by or between Company and Bank potentially applies to a Dispute, the arbitration agreement most directly related to Company's Account or the subject matter of the Dispute shall control.This arbitration agreement shall survive the closing of Company's Account or termination of any Service or the relationship between Company and Bank. Statements and Other Account-Related Information Mailing Statements and Other Account-Related Information to Company. Except as expressly provided otherwise in this Agreement,Bank will mail(or otherwise make available to Company)statements for Company's Account and notices and other information regarding Company's Account or any Service (collectively, `Account-Related Information") to the postal or electronic address reflected in Bank's records for Company's Account. Any statement or Account-Related Information will be deemed to have been sent to Company on the first Business Day following the date on it. A statement or other Account-Related Information that is held for Company to pick up will be deemed to be delivered to Company at the time that Bank makes it available for pick up. Company's Obligation to Review Statements and Other Account-Related Information and to Notify Bank of Errors. Company agrees to promptly and carefully examine each statement for Company's Account and any other Account-Related Information and any paid Items that are returned with (or described in) the statement and any other Account-Related Information and to promptly notify Bank of,and reimburse Bank for,any erroneous credit to Company's Account.Within thirty(30)days after Bank mails or otherwise makes the statement or other Account-Related Information available to Company, Company will notify Bank of any claim for credit or refund due, for example, to an erroneous or unauthorized debit, a missing signature, an unauthorized signature,or an alteration (each, an "unauthorized transaction").Within six (6) months after Bank mails or otherwise makes the statement or other Account-Related Information available to Company, Company will notify Bank of any claim for credit or refund resulting from a forged,unauthorized,or missing endorsement.Such notification is to be made by(i) calling the telephone member listed on the statement for Company's Account or in the other Account-Related Information for such purpose and (ii) submitting a written report to Bank as soon as possible,but,in any event,within the timeframes specified above.If Company fails to notify Bank within the timeframes specified above,the balance shown on the statement for Company's Account or other Account-Related Information will be conclusively presumed to be correct,and Company will be deemed to have released Bank from all liability for the Items charged to Company's Account and for all other transactions covered by the statement or other Account-Related Information. In addition, if Company fails to notify Bank of an unauthorized transaction on Company's Account within thirty (30) days after Bank mails or otherwise makes the statement for Company's Account or other Account- Related Information describing the unauthorized transaction available to Company, Bank will not be liable to Company for any unauthorized transactions on Company's Account by the same person that could have been prevented if Company had complied with Company's obligations under this subsection. If Company notifies Bank of any claim for credit or refund later than required by this subsection,Bank may assert, at Company's request and on Company's behalf, any claim against a third party that Bank determines in Bank's sole discretion is permitted under the laws governing Company's Account or applicable rule. Returned,Unclaimed Statements or Other Account-Related Information. Unless otherwise prohibited by the laws governing Company's Account, (i) if two or more statements for Company's Account are returned,Bank may discontinue sending statements for Company's Account and other Account-Related Information to Company until Company provides a valid address to Bank; (ii) Bank may destroy statements for Company's Account 8 and other Account-Related Information that are sent to Company and returned to Bank as undeliverable; and (iii) if Bank holds the statement for Company's Account or other Account-Related Information for Company to pick up and the statement remains unclaimed for sixty(60)days,Bank may send the statement to the address reflected in Bank's records for Company's Account or destroy it. Address Changes for Statements for Company's Account and Other Account-Related Information. Company may instruct Bank to change the address to which Bank mails (or the means by which Bank otherwise makes available) statements for Company's Account and other Account-Related Information at any time.Bank may act on any such instruction purportedly made on Company's behalf within a reasonable time after Bank receives such instruction. Unless Company instructs Bank otherwise,Bank may in its sole discretion change the address only for the Account(s) Company specifies or for all or some of Company's other Accounts with Bank. Bank may change Company's address of record if Bank receives an address change notice from the U.S.Postal Service or if Bank receives information from a third party in the business of providing correct address information that the address in Bank's records no longer corresponds to Company's address. Notices and Other Mail. Any notice Company sends Bank will not be effective until Bank actually receives it and has a reasonable opportunity to act on it. If there is more than one Authorized Signer on Company's Account, Bank may send statements and other Account-Related Information to any one of them (unless Company has otherwise instructed Bank in writing). Company assumes the risk of loss in the mail.Any notice Bank sends Company will be effective when mailed or otherwise made available to Company. Electronic Communications. If Company provides Bank with an electronic address to which Bank may send electronic communications, Company agrees that Bank may send to Company by electronic communication any information that the laws governing Company's Account require be sent to Company in writing,provided such electronic communication does not violate the laws governing Company's Account. "Electronic communication" means a message transmitted electronically in a format that allows visual text or images to be displayed on equipment such as a personal computer monitor. Fraud Prevention Protection Against Unauthorized Items. Company acknowledges that there is a growing risk of losses resulting from unauthorized Items. Bank offers Services that provide effective means for controlling the risk from unauthorized Items.These Services include: • Positive Pay,or Positive Pay with Payee Validation,or Reverse Positive Pay(each offered by Bank in conjunction with Bank's Account Reconciliation Plan Service); • ACH Fraud Filter;and • Payment Authorization Service. If Bank has expressly recommended that Company use one or more of these Services(or any other Service related to fraud prevention that Bank offers after the date of this Agreement),and Company either decides not to use the recommended Service or fails to use the recommended Service in accordance with the applicable Service Description or other Bank documentation applicable to the Service, Company will be treated as having assumed the risk of any losses that could have been prevented if Company had used the recommended Service in accordance with the applicable Service Description or applicable documentation. Lost or Stolen Paper Items;Unauthorized Items. If any of Company's unissued Paper Items has been lost or stolen, or if Company learns that unauthorized Items are being issued on Company's Account,Company agrees to notify Bank at once.To the extent that Company's failure to so notify Bank hampers Bank's ability 9 to prevent loss, Bank will be relieved of any liability for such Items. Upon receipt of any such notice,Bank may at its sole discretion and without any liability to Company take one or more of the following actions: (i) close Company's Account and open a new account for Company; (ii) dishonor any Paper Item Company or an Authorized Signer has indicated may have been lost or stolen (unless Company or an Authorized Signer subsequently has instructed Bank to honor such an Item);or (iii) pay any Paper Item presented for payment on Company's Account, provided Company has instructed Bank to pay such Paper Item and given Bank the number of that Paper Item. If Bank opens a new account for Company and Company has authorized a third party to automatically make regular deposits to or withdrawals from Company's Account (such as wire or ACH transfers),Bank shall have no liability to Company if Company does not receive any regularly scheduled deposit or if a regularly scheduled payment is not made for Company due to Company's failure to notify that third party in a timely fashion of the number of Company's new Account. Preventing Misuse of Company's Account. Company agrees to take reasonable steps to ensure the integrity of Company's internal procedures with respect to Company's Account and Items drawn on Company's Account or deposited to it.To help prevent embezzlement and protect Company's business assets,Bank recommends Company: • Assign responsibilities for Company's Account to multiple individuals.Those who reconcile statements for Company's Account should be different from those who issue Items drawn on Company's Account. • Reconcile statements for Company's Account as received and notify Bank immediately of any problem. • Contact Bank immediately if Company does not receive the statement for Company's Account when Company would normally expect to. • Watch for Paper Items cashed out of sequence or made out to cash.These are classic red flags for embezzlement. • Secure Company's supply of Paper Items at all times.Stolen Paper Items are a common method of embezzlement. • Periodically reassign accounting duties such as reconciling Company's Account or making a deposit. • Review transaction activity on Company's Account for unexpected fluctuations. For example,compare the percentage of cash deposits to total deposit size. Most businesses will maintain a constant average.A large fluctuation might indicate embezzlement. • Destroy any Paper Item that Company does not intend to use. • Use tamper-resistant Paper Items at all times. • Notify Bank immediately when an Authorized Signer's authority ends so that his/her name can be removed from all signature cards and Online Banking access, and any Cards that Bank has issued to him/her can be cancelled. Do not sign blank Paper Items. • Obtain insurance coverage for these risks. Claim of Unauthorized Transactions;Bank's Rights and Liability Investigation by Bank;Company's Agreement to Cooperate. Bank shall investigate any transaction Company has reported to Bank as unauthorized (a "Claim of Unauthorized Transaction"). Company agrees to (i) submit Company's Claim of Unauthorized Transaction in writing to Bank by completing or obtaining a declaration under penalty of perjury describing Company's Claim of Unauthorized Transaction(in an affidavit form approved by Bank, if so requested); (ii) file a police report; (iii) complete and return to Bank any documents requested of Company; and (iv) in all respects cooperate fully at Company's expense with Bank in Bank's investigation of Company's Claim of Unauthorized Transaction. 10 Standard of Care. Bank will meet its standard of care for Company's Account by exercising ordinary care in the transaction at issue.When Bank takes an Item for processing by automated means,"ordinary care"does not require Bank to examine the Item.In all other cases,"ordinary care"requires only that Bank follow standards that do not vary unreasonably from the general standards followed by similarly situated banks. Bank's policies and procedures are general internal guidelines for Bank's use and do not establish a higher standard of care for Bank than is otherwise established by the laws governing Company's Account. A mere clerical error or an honest mistake will not be considered a failure of Bank to perform any of its obligations. If Bank waives any of its rights as to Company or Company's Account on one or more occasions,it will not be considered a waiver of Bank's rights on any other occasion. Limitation of Liability;Indemnification. Whether in connection with Company's Account or a Service,in no event will either party to this Agreement or its respective directors, officers, employees, or agents be liable to the other party for any special,consequential,indirect or punitive damages,whether any claim is based on contract or tort or whether the likelihood of such damages was known to either party.The foregoing limitation of liability will not apply where expressly prohibited by the laws governing Company's Account.Bank will not have any liability to Company if there are insufficient available funds in Company's Account to pay Company's Items due to actions taken by (i) Bank in accordance with this Agreement or (ii) any third party. Except to the extent that Bank fails to exercise ordinary care or breaches this Agreement,Company agrees to indemnify and hold Bank and its directors,officers,employees and agents harmless from all claims,demands,losses, liabilities,judgments,and expenses (including their attorneys'fees and legal expenses) arising out of or in any way connected with Bank's performance under this Agreement. Company agrees this indemnification will survive the closing of Company's Account and the termination of any Service. Adverse Claims. If any person or entity makes a claim against funds in Company's Account,or if Bank believes that a conflict exists between or among the Authorized Signers on Company's Account or that there is a dispute over matters such as the ownership of Company's Account or the authority to withdraw funds from Company's Account,Bank may,without any liability to Company, take one or more of the following actions: (i)continue to rely on Bank's records to determine the ownership of or the identity of the Authorized Signer(s) for Company's Account; (ii) honor the claim upon receipt of evidence satisfactory to Bank to justify such claim; (iii) freeze all or a part of the funds in Company's Account until the dispute is resolved to Bank's satisfaction; (iv) close Company's Account and send a check for the available balance in Company's Account payable to Company or to Company and each claimant;or (v) pay the funds into an appropriate court. Legal Process. Bank may accept and act on any legal process it believes is valid,whether served in person, by mail or by electronic notification, at any location of Bank. "Legal process" includes a levy,garnishment or attachment,tax levy or withholding order,injunction,restraining order, subpoena, search warrant, government agency request for information, forfeiture, seizure, or other legal process relating to Company's Account. Any such legal process is subject to Bank's security interest and right of setoff. Bank will not notify Company of a grand jury subpoena affecting Company or Company's Account. "Freezing"Company's Account. As part of Bank's loss prevention program,when Bank suspects that irregular,unauthorized, or unlawful activities may be occurring in connection with Company's Account,Bank may "freeze" (or place a hold on) the balance in Company's Account (and in other Account(s) Company maintains with Bank) pending an investigation of such suspected activities. If Bank freezes Company's Account,Bank will give any notice required by the laws governing Company's Account. ii Force Majeure. Neither party to this Agreement shall be deemed to be in default of any of its obligations under this Agreement if its performance is delayed,hindered or becomes impossible because of any act of God or of any public enemy,hostilities,war(declared or undeclared),guerilla or terrorist activities, act of sabotage, blockade,earthquake,flood,landslide, avalanche, tremor,ground movement, hurricane, storm, explosion, fire, labor disturbance, riot, insurrection, strike, sickness, accident, civil commotion, epidemic, act of government or its agencies or officers, power interruption or transmission failure or any cause beyond the control of either party. Company's Insurance Coverage. Many businesses carry special insurance for employee fraud/embezzlement.If Company does, Bank reserves the right to require Company to file a claim with its insurance company before making any claim against Bank.In such event,Bank will consider Company's claim only after Bank has reviewed Company's insurance company's decision,and Bank's liability to Company, if any,will be reduced by the amount Company's insurance company pays Company. Substitute Checks A federal law,known as the"Check Clearing for the 21st Century Act"or"Check 21,"took effect on October 28,2004.This law provides for an instrument called a"substitute check." A substitute check contains an accurate copy of the front and back of the original draft and bears the legend:"This is a legal copy of your check.You can use it the same way you would use the original check." As noted in the legend,a substitute check is the same as the original draft for all purposes, including proving that Company made a payment. Any Paper Item Company issues or deposits that is returned to Company may be returned in the form of a substitute check. Even if Company has cancelled Items returned with the statements for Company's Account,Bank may in its sole discretion withhold substitute checks therefrom. Company agrees Company will not transfer a substitute check to Bank, by deposit or otherwise,if Bank would be the first financial institution to take the substitute check,unless Bank has expressly agreed in writing to take it. Deposits to Company's Account General. Unless otherwise agreed in writing,Bank may,without inquiry,accept a deposit to Company's Account at any time, from any person or entity, made in any manner including without limitation a deposit based on an image of an Item.Bank may also refuse to accept all or any part of any deposit.Bank may require that Company deposit an Item that is made payable to Company to Company's Account,instead of permitting Company to cash the Item.Bank is not responsible for a deposit until a Bank employee has received and verified it. The receipt received at the time of deposit is not evidence that a deposit has been verified. Bank may reverse or otherwise adjust any credit Bank believes it has erroneously made to Company's Account at any time without prior notice to Company. Collection Items. Bank may, in its sole discretion and with notice to Company, handle a Paper Item as a collection Item,instead of as a deposit.This means Bank sends the Item to the issuer's bank for payment and credits Company's Account for the Item when Bank receives payment for the Item.If the Item is returned unpaid,Bank will return the Item to Company. Endorsements. This subsection applies if an endorsement is necessary for the transfer or negotiation of an Item.Company authorizes Bank to supply Company's endorsement on any Item Bank takes for collection,payment or deposit to Company's Account. Company also authorizes Bank to collect any unendorsed Item that is made payable to Company without first supplying Company's endorsement,provided the Item was deposited to Company's Account.Bank may refuse to pay any Item or accept any Item for deposit or collection unless Bank is able to verify to its satisfaction that all of the necessary endorsements are present on the Item.For example, Bank may require that all endorsers be present at the time that an Item is presented to Bank for payment or accepted for deposit or collection. 12 Material Appearing on the Back of Paper Items;Legends on Paper Items. Company is responsible for losses incurred by any person that cashes or accepts Company's Paper Items for deposit, if: (i) the loss is due to a delay in the return of the Item; and (ii) the delay is caused by material appearing on the back of the Item when it was issued or transferred by Company. This material may include, but is not limited to, carbon bands, blacked out areas, and printed or written text or numbers. Company is responsible for all losses, claims, damages or expenses that result from a restrictive legend or notation on Company's Paper Items. Breach of Warranties. If Company breaches any warranty Company makes under the laws governing Company's Account or rule with respect to any Item, Company shall not be released or otherwise discharged from any liability for such breach so long as Bank notifies Company of the breach within 120 days after Bank learns of the breach.If Bank fails to notify Company within this 120-day period, Company shall be released from liability and discharged only to the extent Bank's failure to notify Company within such time period caused a loss to Company. When Deposits are Credited to Company's Account. All over-the-counter deposits or ATM deposits to Company's Account which are received before Bank's established cut-off time on any Business Day will be credited (and will be considered deposited) to Company's Account as of the close of business that day, and will be reflected in that day's Ledger Balance for Company's Account.All other deposits(such as cash letter or lockbox)will be processed in accordance with the written agreements governing such deposits or,if there is no written agreement,banking practice.All deposits received after Bank's established cut-off time on a Business Day or at any time on a day which is not a Business Day will be credited (and will be considered deposited) to Company's Account at the end of the next Business Day.Deposits placed in one of Bank's"night depositories"before the established deadline on any Business Day will be credited to Company's Account at the close of business on that same day.All other deposits placed in the"night depository"will be credited to Company's Account at the end of the next Business Day. Use of Funds. Company's use of funds deposited to Company's Account will be governed by Bank's separately disclosed collection schedule and, if Company's Account is a checking account, funds availability policy. Bank's collection schedule describes when deposits of Items that satisfy certain criteria will be considered collected.A fee may be charged in connection with any use of uncollected funds permitted by Bank. The then-current rate will appear on the statement for Company's Account. Bank's funds availability policy describes when funds deposited to Company's checking Account will be available to be used for all purposes.Bank may change its collection schedule and funds availability policy from time to time without prior notice to Company. Deposits at Affiliates. Company may make deposits to Company's Account(s)at an Affiliate,provided the Affiliate agrees. If Company makes a deposit to Company's Account at an Affiliate, that Affiliate's collection schedule and funds availability policy will determine when the funds deposited to Company's Account will be considered collected and available. Deposits of Non-U.S.Items. Bank may refuse to accept for deposit or collection an Item that is payable in currency other than U.S.dollars or an Item that is not drawn on a financial institution chartered in the United States (each, a "non-U.S. Item"). If Bank accepts a non-U.S. Item for deposit to Company's Account or collection,Company accepts all risk associated with foreign currency fluctuation (exchange rate risk)and any late return of the non-U.S.Item.Company agrees Bank may use Bank's current buying and selling rate, as applicable,when processing a non-U.S. Item and may recover from Company's Account any loss Bank incurs as a result of processing such an Item for Company.Bank reserves the right to place longer holds on non-U.S. Items than the timeframes specified in Bank's funds availability policy for Deposited Items. 13 Acts and Omissions of Other Financial Institutions. Bank is not liable for the insolvency,neglect,misconduct,mistake,or default of another bank or person,or for the loss or destruction of a Deposited Item or of a notice of nonpayment relating thereto.If a Deposited Item is lost or misrouted during the collection process:(i)Bank shall have no responsibility to Company for the actions or inactions of any collecting bank; (ii)Bank may charge Company's Account for the amount of the Deposited Item(and reverse any interest that may have accrued to Company's Account in connection with the Deposited Item);and (iii) Company agrees to cooperate with Bank in recreating the Deposited Item. Deposited Items Returned. Bank has the right to charge back to or otherwise debit any of Company's Account(s)for any Deposited Item that is returned (and to reverse or recover any associated interest that may have accrued),even if Company has made withdrawals against it.This right of charge back or debit is not affected by the expiration of any applicable midnight deadline,provided Bank does not have actual knowledge that such deadline has expired or,having such knowledge, Bank concludes that(i)the Deposited Item is returned in accordance with the laws governing Company's Account or a rule(including a clearing house rule);or(ii)Bank has received a claim that Company has breached a warranty made in connection with the Dcposited Itcm.Bank has the right to pursue collection of such Deposited Item,even to the extent of allowing the payor bank to hold the Deposited Item beyond the midnight deadline in an attempt to recover payment.Bank may redeposit a returned Deposited Item and re-present it for payment by any means (including electronic means), unless Bank has received instructions from Company not to redeposit such Deposited Item.Bank will have no liability for taking or failing to take any action to recover payment of a returned Deposited Item.If one of Company's Deposited Items is returned with a claim that there is a breach of warranty (for example,that it bears a forged endorsement or is altered in any way),Bank may debit Company's Account for the amount of the Item (plus any associated fees) and pay the amount to the person or entity making the claim. Bank is under no duty to question the truth of the facts that are being asserted, to assess the timeliness of the claim,or to assert any defense. Bank need not give Company any prior notification of its actions with respect to the claim. Company agrees to immediately repay any Overdraft caused by the return of a Deposited Item. Direct Deposits Returned by Bank. If,in connection with a direct deposit plan funds are deposited to Company's Account and later returned to the originator,Bank may deduct the amount from that or any other Account Company maintains at Bank,without prior notice and at any time,except as prohibited by the laws governing Company's Account.Bank may also use any other legal remedy to recover the amount. Reconstructing Lost or Destroyed Deposited Items. If a Deposited Item is lost or destroyed during processing or collection (either at Bank or at another point in the payments system),Company agrees to cooperate fully with Bank to reconstruct the Deposited Item by promptly: (i)providing Bank with a copy of the front and back of the Deposited Item from Company's or the issuer's records; (ii) asking the issuer to place a stop payment on it (at Bank's expense) and issue a replacement Item to Company (if the Deposited Item has not been paid); or (iii) reviewing Company's records and other information and conducting any additional research as may be reasonable to determine the issuer's identity(if Company does not know the identity of the issuer of the Deposited Item). If Company fails to cooperate with Bank,Bank may,at any time and without advance notice to Company,reverse or otherwise adjust any credit made to Company's Account for a lost or destroyed Deposited Item. Withdrawals from Company's Account Determining Company's Account's Balance;Debiting Company's Account. In determining the balance in Company's Account that is available to pay Items,Bank may reduce the available balance by the amount of any hold that Bank has placed on Company's Account under this Agreement.Additionally,Bank may place a hold on Company's Account 14 if Bank receives an electronic notice that an Item will be presented for payment or collection against Company's Account(a"Notice of Presentment").The hold may remain in effect from the time the Notice of Presentment is received until the Item is presented or notice is received that the Item will not be presented,whichever first occurs.Bank may conclusively rely on the information it receives in an electronic presentment or notification when determining the available balance in Company's Account, and Bank will not have any liability for refusing to honor any of Company's Items because of insufficient funds, even if the electronic presentment or notification incorrectly describes the Item, including its amount. Bank may debit Company's Account on the day an Item is presented by any means, including without limitation electronically,or at an earlier time based on notification received by Bank that an Item drawn on Company's Account will be presented for payment or collection. A determination of the balance in Company's Account for purposes of making a decision to dishonor an Item for insufficiency or unavailability of funds may be made at any time between the presentment of the Item (or earlier upon receipt of any Notice of Presentment) and the time of return of the Item.No more than one such determination need be made. Order of Posting. Bank may post Items presented against Company's Account in any order Bank chooses, unless the laws governing Company's Account either require or prohibit a particular order. For example, Bank may, if it chooses,post Items in the order of highest dollar amount to lowest dollar amount.Bank may change the order of posting Items to Company's Account at any time without notice. Paper Items Presented Over-the-Counter for Payment by a Non-Customer. If a Paper Item drawn against Company's Account is presented over-the-counter for payment by a person who does not have a deposit account at Bank, Bank may charge a fee to the person presenting the Paper Item as a condition for payment of the Paper Item. Company should contact its banker if Company has questions or if Company is required for any reason to have a place where Company's Paper Items can be cashed without a fee. The amount of the fee is disclosed in the fee and information schedule. Bank may require identification acceptable to Bank and not prohibited by the laws governing Company's Account,including a fingerprint of the person presenting the Paper Item.Bank may dishonor the Paper Item if the person refuses to pay this fee or provide the identification Bank requests. Large Cash Withdrawals. If Company wants to cash a check(or make a cash withdrawal from Company's Account)for a very large amount,Bank may require five (5) Business Days'advance notice so that it can order the cash from its vault.Bank may,but is not obligated to,require that Company provide adequate security when Company picks up the cash and may also require Company to pick up the cash at Bank's central vault or other location. Withdrawals at Affiliates. Company may make withdrawals from Company's Account at an Affiliate, provided the Affiliate agrees. If an Affiliate cashes an Item for Company, Bank may place a hold on Company's Account(s) for a corresponding amount of funds. If the Item is later returned to the Affiliate for any reason,Bank may debit one or more of Company's Accounts for the amount of the Item. Items Resulting From Company's Disclosure of Company's Account Number. If Company voluntarily discloses Company's Account number to another person orally, electronically,in writing,or by some other means,and Bank determines that the context of such disclosure implies Company's authorization to debit Company's Account, Bank may treat such disclosure as Company's authorization to that person to issue Items drawn on Company's Account. Missing Signatures;Alterations;Forgeries. Bank will have no responsibility for reviewing the number or combination of signatures on an Item drawn on Company's Account.This means that if Company has indicated that more than one signature is required in connection with an Item drawn on Company's Account, 15 Bank will have no liability to Company if a transaction is conducted on or through Company's Account contrary to the signature requirements Company has specified,provided at least one of the required signatures appears on the Item.Bank will have no liability to Company for failing to detect a forgery of the signature of an Authorized Signer or an alteration of one of Company's Items, if the forgery or alteration is such that a reasonable person could not reasonably be expected to detect it. Dates and Special Instructions on Paper Items. Bank may, without inquiry or liability,pay one of Company's Paper Items even though: (i) special instructions written on the Paper Item indicate that Bank should refuse payment(e.g., "Void after thirty(30)days,""Paid-In-Full,"or"Void over$100");(ii)the Paper Item is stale- dated (e.g., it bears a date that is more than six (6) months in the past), even if Bank has knowledge of the date on the Paper Item;(iii)the Paper Item is post-dated(e.g.,it bears a date in the future),unless an Authorized Signer has given Bank a notice of post-dating;or(iv)the Paper Item is not dated.In addition,Bank may pay in U.S.dollars the amount that has been MICR-encoded on Company's Paper Item,even though Company has purportedly drawn the Paper Item in a foreign currency. Facsimile or Mechanical Signatures. If Company has elected to use a facsimile or other mechanical signature(including a stamp)to sign or endorse Paper Items,Bank may rely on that signature(or any signature that purports to be the facsimile or other mechanical signature of an Authorized Signer) as Company's authorized signature without regard to when or by whom or by what means or in what ink color such signature may have been made or affixed to a Paper Item deposited to,drawn on or otherwise debited to Company's Account. Consumer ACH Debit Entries. Under the ACH Operating Rules,certain types of ACH entries may only be presented on a consumer account. These entries (each, a "Consumer ACH Debit Entry") include without limitation Point of Purchase("POP"),account receivable("ARC"),destroyed check("XCK") and returned check("RCK")entries.Bank shall have no obligation to pay,and no liability for paying,any Consumer ACH Debit Entry on Company's Account. Stop Payment Orders;Notices of Post-Dating General. "Stop payment order"refers to both an order to Bank not to pay a Paper Item and to a notice of post-dating.To be effective,a stop payment order must be received in a time and manner that gives Bank a reasonable opportunity to act on it before paying, accepting, certifying, cashing or otherwise becoming obligated to pay Company's Paper Item as provided in the Uniform Commercial Code.Each stop payment order is subject to Bank's verification that the Paper Item described in the order has not been paid.This verification may occur subsequent to the time Bank accepts the stop payment order. Content of Stop Payment Order. Bank requires the exact (i) name of the payee, (ii) number of Company's Account on which Paper Item is drawn, (iii) Paper Item amount and (iv) the Paper Item number or a range of Paper Item numbers. Bank may, at its sole discretion, use only a portion of the required information in order to identify a Paper Item. Failure to provide correct and complete information may make it impossible for Bank to stop payment of a Paper Item. Company agrees to indemnify and hold Bank harmless from and against any loss incurred by Bank as a result of Bank's paying a Paper Item if any of the information relied upon in the stop payment order is incorrect or incomplete(or as a result of Bank's not paying a Paper Item for which a valid stop payment order is in effect). Effective Period of Stop Payment Order;Renewal;Revocation. Bank need not honor a written stop payment order for more than six (6) months. For accounts that do not have Bank's STOP AUTO-RENEWAL Service,Company must renew a stop payment order if Company does not want the stop payment order to expire after six(6) 16 months.Each renewal is treated as a new stop payment order.For accounts with Bank's STOP AUTO-RENEWAL Service,a stop payment order is subject to annual renewals for up to six (6)twelve-month periods,unless Company has otherwise notified Bank in writing.Bank may pay a Paper Item after a stop payment order has expired,even though the Paper Item is more than six(6)months old.An instruction to revoke a stop payment order must be received in a time and manner that gives Bank a reasonable opportunity to act on it. Liability to Holder in Due Course. Notwithstanding Bank's timely return of any Paper Item due to a valid stop payment order, Company may still be liable under the laws governing Company's Account for the amount of that Item. Paper Items Paid Over Valid Stop Payment Orders. If Bank pays a Paper Item over a valid stop payment order,Bank may require Company to provide Bank with an affidavit describing in detail Company's dispute with the payee.If Bank credits Company's Account after paying a post-dated Paper Item over a valid and timely notice of post-dating, Bank may charge Company's Account for the amount of the Paper Item as of the date of the Paper Item. Overdrafts;Security Interest;Bank's Right to Setoff Overdrafts and Insufficient Funds. Bank may, at its option, pay or refuse to pay any Item if it would create an Overdraft on Company's Account, without regard to whether Bank may have previously established a pattern of honoring or dishonoring such an Item. Bank may take either of the following actions if Bank receives an Item drawn on Company's Account and there are insufficient available funds in Company's Account to cover the Item,without prior notice to Company: • Pay the Item and create an Overdraft on Company's Account. • Return the Item if the Item would create an Overdraft on Company's Account. Company agrees to pay Bank's fee that may vary depending on the action Bank takes. Any Overdraft on Company's Account is immediately due and payable, unless Bank agrees otherwise in writing. Company agrees to reimburse Bank for the attorneys' fees and other costs and expenses Bank incurs in recovering the Overdraft(including Overdraft and associated fees).On a Business Day when Bank determines that there are sufficient funds in Company's Account to pay one or more but not all of the Items presented for payment on Company's Account,the order in which Bank posts such Items may affect the number of Items paid and the Overdraft and returned Item fees assessed.When Bank posts Items in the order of highest to lowest dollar amount,the Overdraft and returned Item fees may be more than these fees would be if Bank were to post the Items in the order of lowest to highest dollar amount. Security Interest;Bank's Right to Setoff. To secure Company's performance of this Agreement, Company grants Bank a lien on and security interest in Company's Account and Company's accounts with any Affiliate. In addition, Company acknowledges Bank may setoff against any Account(s) (including matured and unmatured time Account(s))for any obligation Company owes Bank at any time and for any reason as allowed by the laws governing Company's Account.These obligations include both secured and unsecured debts and debts Company owes individually or together with another person. Bank may consider this Agreement as Company's consent to Bank's asserting its security interest or exercising its right of setoff should the laws governing Company's Account require Company's consent. If Company's Account is an unmatured time account, Bank may deduct any early withdrawal fee that may be due as a result of Bank having exercised its right of setoff. If Company has a Sweep Account, Company also authorizes Bank to redeem Company's shares in the Designated Money Market Fund and apply the proceeds to any obligation Company owes Bank. The rights described in this subsection are in addition to and apart from any other rights,including any rights granted under any security interest that Company may have granted to Bank. 17 Bank Fees and Expenses General. Company agrees to pay Bank in accordance with the fee and information schedule.Company also agrees to pay an amount equal to any applicable taxes,however designated,exclusive of taxes based on the net income of Bank. Payment of Bank Fees and Expenses;Finance Charges. Bank may either directly debit Company's Account or invoice Company for Bank fees and expenses and taxes incurred in connection with Company's Account and any Service. If an Earnings Allowance accrues on Company's Account,Bank will periodically apply Company's accrued Earnings Allowance to Bank fees and expenses (unless Bank otherwise indicates in writing).Bank may debit Company's Account(or any other Account Company maintains at Bank)or invoice Company for any amount by which the fees and expenses exceed the accrued Earnings Allowance on Company's Account.Bank may also debit Company's Account(and any other account Company maintains at Bank) for attorneys'fees and any other fees and expenses Bank incurs in exercising its rights under this Agreement including Bank's rights in connection with Overdrafts, Adverse Claims, Legal Process and "Freezing" Company's Account.If there are insufficient funds in Company's Account to cover the debit,Bank may overdraw Company's Account.Company agrees to promptly pay any invoiced amount.Bank may assess finance charges on any invoiced amounts that are not paid within forty-five(45) days of the date of invoice.Finance charges are assessed at a rate of 1.S% per month (18% per annum) or the highest amount permitted by the laws governing Company's Account, whichever is less. Charges for accrued and unpaid interest and previously assessed finance charges will not be included when calculating finance charges.Payments and other reductions of amounts owed will be applied first to that portion of outstanding fees attributable to charges for accrued and unpaid interest and previously assessed finance charges,then to other fees and expenses.Debiting of service fees occurs on the twentieth(20") day of each month, or if the twentieth(20`h)day is not a Business Day,on the next succeeding Business Day. Earnings Allowance. Each month,the average monthly Investable Balance in a commercial demand deposit account may earn an "Earnings Allowance" which,depending on the arrangement with Bank, may be applied against that month's fees for the account. An Earnings Allowance in excess of the total monthly fees cannot be credited to the account as interest and may not be carried forward to the following month.Earnings Allowances are calculated on a 365/366-day year basis using an"Earnings Allowance Rate,"which is a variable rate established by Bank(and which may be as low as zero percent).Bank reserves the right to change this rate at any time without notice to Company.If the account is an interest-bearing account,the account is not eligible to earn an Earnings Allowance. Checking Subaccounts For each checking account,Bank may establish on Company's behalf a master account and two subaccounts. All information that is made available to Company about Company's Account will be at the master account level. The subaccounts are comprised of a savings account and a transaction account.On the first day of each month,Bank will allocate funds between the two subaccounts as it deems appropriate.Items received by Bank that are drawn against Company's master account will be presented for payment against the transaction subaccount.Funds will be transferred from the savings subaccount to cover Items presented against the transaction subaccount as may be needed. On the sixth (6"') transfer from the savings subaccount during a statement period all of the funds on deposit in the savings subaccount will be transferred to the transaction subaccount.If Company's Account earns interest,the use of subaccounts will not affect the interest Company earns. 18 Miscellaneous Acceptable Form of Paper Items;Document and Image Quality. Company agrees to comply with Bank's specifications for Paper Items, including without limitation paper stock, dimensions, and other generally applicable industry standards for Paper Items and to include on Company's Paper Items Bank's name and address as directed by Bank.Certain features(such as security features)of an originally issued Item or a Deposited Item may impair the image quality of a substitute check, purported substitute check or electronic Item created by Bank or any third party. Bank will not be liable for any claims, demands,judgments or expenses paid,suffered or incurred by Company,and Company will indemnify Bank from and hold Bank harmless against any claims, demands, judgments or expenses paid,suffered or incurred by Bank,arising directly or indirectly as a result of or in connection with(i)the untimely return of any Paper Item Company has issued as a result of, and any presentment-related problem resulting from,the failure of the Paper Item to conform in any respect to Bank's Paper Item specifications, including without limitation, failure to include Bank's full name and address on the Paper Item,and(ii)any claim based on the image quality of a substitute check,purported substitute check or electronic Item,whether created by Bank or any third party. Closing Company's Account. Company may close Company's Account at any time.Bank may,in its sole discretion,close Company's Account at any time. If Bank closes Company's Account, Bank may send the Collected Balance on deposit in Company's Account by ordinary mail to Company's most recent address shown on Bank's account records.Whether Company or Bank closes Company's Account, Company agrees to maintain on deposit in Company's Account sufficient funds (determined in Bank's sole discretion)to cover outstanding Items to be paid from Company's Account, charge-backs including without limitation returned Deposited Items and Bank's fees and expenses.This Agreement shall continue to govern Company's Account until Bank makes a final disbursement from it.In addition,Bank will not be liable for any loss or damage that may result from dishonoring any of Company's Items that are presented or otherwise received after Company's Account is closed. Contract Language. English is the controlling language of the relationship between Company and Bank. Bank may translate its agreements, forms, disclosures and advertisements into another language for Company's convenience. However, if there is a discrepancy between Bank's English language materials and the materials in another language, the English language version is controlling, unless (i) Bank otherwise agrees with Company in writing; or (ii) the laws governing Company's Account specifically provide for a different result. Credit Reports. Company authorizes Bank to make any inquiries that Bank considers appropriate to determine if Bank should open and maintain an Account for Company. This may include ordering a credit(or other) report (e.g.,information from any motor vehicle department or other state agency)on Company. Disclosure of Information. Generally,absent Company's consent,Bank will not disclose information about Company's Account, but may do so under the following circumstances: (i) to comply with the laws governing Company's Account; (ii) in connection with examinations by state and federal banking authorities; (iii) to comply with any legal process, including without limitation a subpoena, search warrant or other order of a government agency or court; (iv) when Bank determines that disclosure is necessary or appropriate in order to complete a transaction; (v) to verify the existence and condition of Company's Account for a third party,such as a merchant or credit bureau; (vi) to provide information to Company's legal representative or successor; (vii) when reporting the involuntary closure of Company's Account; (viii) when Bank concludes that disclosure is necessary to protect Company, Company's Account, or the interests of Bank; (ix) to agents, independent contractors, and other representatives of 19 Bank in connection with the servicing or processing of Company's Account or Account transactions, Account analysis, or similar purposes; (x) to Bank's Affiliates and affiliated companies;or(xi) if Company gives Company's permission. Dormant and Unclaimed Accounts. Company's Account is dormant if, for one year for a checking account or three years for a Commercial savings or time account,there is no customer initiated activity(except where the laws governing Company's Account require otherwise).If Company's Account is dormant, Bank may hold all statements on Company's Account,but Bank's normal maintenance and other fees will continue to be assessed except where prohibited and ATM and Point-of-Sale ("POS") access may be blocked.If Company's Account remains dormant and is unclaimed by Company for the period required under the laws governing Company's Account, Bank is required by those laws to "escheat" the funds; that is,to deliver the funds in Company's Account to the state whose laws govern Company's Account. Bank may charge a fee to Company's Account for mailing an escheat notice. When the funds in Company's Account are delivered to the state, Company's Account is closed,and no interest accrues. To recover funds delivered to the state,Company must file a claim with the state. Entire Agreement;Headings;No Third Party Beneficiary. This Agreement constitutes the entire agreement between Company and Bank regarding the subjects addressed in it and supersedes prior oral or written representations, conditions, warranties,understandings,proposals or agreements regarding Company's Account.Headings do not constitute a part of this Agreement.No person or entity will be deemed to be a third party beneficiary under this Agreement. Laws Governing Company's Account. The laws governing Company's Account include the laws and regulations of the United States and, to the extent applicable, the laws of the state in which the Bank office that maintains Company's Account is located(unless Bank has notified Company in writing that the laws of another state shall govern Company's Account),without regard to conflicts of laws principles. If Company's Account was not opened in person at a Bank office (for example,if Company opened its Account by phone,through the mail,or over the Internet),Company's Account will be governed by the laws of the state in which Bank's main office is located,unless Bank notifies Company that its Account has been assigned to a particular Bank office,in which event the laws of the state in which that office is located will govern Company's Account.Any lawsuits, claims,or other proceedings relating in any way to Company's Account,any Service or this Agreement, including without limitation, the enforcement of the Arbitration Agreement in this Agreement and the entry of judgment on any arbitration award shall be venued exclusively in the courts of the state whose laws govern Company's Account,without regard to conflict of laws principles. Each provision of this Agreement stands alone. Any provision of this Agreement which is inconsistent with the laws governing Company's Account, either in its entirety or with respect to a particular type of transaction or Item,will be deemed modified and applied in a manner consistent with the laws governing Company's Account.Any provision of this Agreement which a court of competent jurisdiction determines to be unenforceable or invalid,either in its entirety or with respect to a particular type of transaction or Item,will not affect the enforceability or validity of the remaining provisions of this Agreement. Minimum Balance Requirements;Other Restrictions. Bank may impose minimum balance requirements or other applicable limitations, or restrictions on Company's Account,provided such requirements,limitations,or restrictions are disclosed to Company. Modification of Agreement;Account Conversion. Bank may in its sole discretion from time to time change this Agreement by adding new provisions or by modifying or deleting existing provisions.Each such addition,modification or deletion is referred to in this Agreement as a "modification." When applicable law requires Bank to notify Company of a modification, Bank may do so by posting notice of the modification in Bank or at Bank's home page (wwwwellsfargo.com), by including 20 a message on or with the statement for Company's Account, or by any other means that Bank considers appropriate,unless the laws governing Company's Account requires notice by a specific means. In addition, Bank may agree in writing to waive a provision of this Agreement including without limitation a fee (a "waiver"). Bank may, upon prior written notice to Company,revoke any waiver. Company's continued use of Company's Account or a related Service following the effective date of any modification or revocation of any waiver will show Company's consent to that modification or revocation of waiver.Bank may convert Company's Account to another type of account at any time,provided Bank gives Company any advance notice that may be required. Monitoring and Recording Communications. Bank may without liability monitor, record and retain telephone conversations, electronic messages, electronic records and other data transmissions between Company and Bank at any time without further notice to Company,unless further notice is otherwise required by the laws governing Company's Account. No Fiduciary Relationship. Bank's relationship with Company concerning Company's Account is that of debtor and creditor; no fiduciary, quasi-fiduciary, or special relationship exists between Company and Bank. Reliance on Bank Records. Bank may rely solely on its records to determine the form of ownership of and the Authorized Signers on Company's Account. Reordering Checks. Company can reorder checks by mailing the reorder form enclosed in Company's current order of checks or by calling Bank at the telephone number shown on the statement for Company's Account. If Company or a third party prints its checks, Bank shall have no liability to Company if Bank is unable to process such checks by automated means. Transferring an Interest in Company's Account. Company's Account may not be pledged, assigned, or in any other manner transferred, whether in whole or in part,without Bank's written agreement. II. Additional Terms Applicable to All Commercial Interest-Bearing, Savings and Time Accounts Interest-Bearing Accounts Variable/Fixed-Rate Accounts. Company's interest-bearing Account may be either a variable-rate or fixed-rate account. Unless Bank has specified otherwise in writing, Company's Account will be a variable-rate account.That means Bank may in its sole discretion change the interest rate on Company's Account at any time. If Company's Account is a fixed-rate account and it is not a time account,Company will be paid the specified interest rate for at least thirty(30)days. Method Used to Calculate Earned Interest. Bank may use either the average daily balance or daily balance method to calculate interest. The average daily balance method applies a periodic rate to the average daily collected balance for the period. The average daily balance is calculated by adding principal for each day and dividing by the number of days in the period. The daily balance method applies a daily periodic rate to principal each day. Unless Bank has specified otherwise in writing, it will use the daily balance method to calculate interest.If Company's Account is a tiered-rate account,Bank may pay the same interest rate on more than one tier. Interest Accrual. If Company deposits a non-cash Item,such as a check,interest begins to accrue no later than the Business Day Bank receives credit for the deposit of that Item.This may not be the same day that Company deposits the non-cash Item to Company's Account. 21 Compounding and Crediting. Interest will compound on a daily basis.For checking and savings accounts,interest will be credited on a monthly basis.For time accounts,Bank will notify Company separately as to the frequency with which interest will be credited to Company's Account. Target Balance Accounts. If Company maintains multiple accounts at Bank, Company may, with Bank's consent, designate in writing one such account as its"Principal Account"and one or more additional accounts as "Target Balance Accounts." For each Target Balance Account, Company will separately specify to Bank in writing the Ledger Balance or Collected Balance which Company wishes to maintain in such account(the"Target Balance").At the end of each Business Day, Bank will determine the applicable balance on deposit in each Target Balance Account.If the applicable balance in a Target Balance Account exceeds its Target Balance,Bank will transfer from the Target Balance Account to the Principal Account such funds as are necessary to bring the applicable balance to the Target Balance.If the applicable balance is less than the Target Balance,Bank will transfer from the Principal Account to the Target Balance Account such funds as are necessary to bring the applicable balance to the Target Balance.Bank may, but will not be required to,transfer funds if the transfer would create an Overdraft or cxcccd the Collected Balance then on deposit in the Principal Account. Interest Adjustments. An interest adjustment may be reflected on the statement for Company's Account for the month after it occurs rather than the month in which it occurs. Tax Identification Number Certification. In most instances,Treasury regulations require Bank to obtain a Tax Identification Number ("TIN") for each account. To avoid backup withholding tax on accounts that earn interest or dividends, Company must submit Internal Revenue Service ("IRS") Form W-9 or Form W-8BEN to Bank. U.S. citizens or other U.S. persons, including resident alien individuals, must provide a Form W-9. If Company is a non-resident alien, Company must provide a Form W-8BEN.Other additional forms may be required if Company is a foreign partnership, foreign government, or is claiming an exemption based on Effectively Connected Income. Until Bank has received the completed and signed Form(s)W-9 or W-8BEN,Bank may either not pay interest or pay interest and comply with the backup withholding requirements of the IRS. If Company's Account is an interest-bearing checking or savings account, it will begin earning interest at the rate in effect on the date Bank receives Company's Form(s) W-9 or W-8BEN.If Company's Account is a time account,it will earn interest at the rate in effect on the date opened or the date of last maturity,whichever is later.If,at any time,Bank receives information which indicates that someone other than Company is using the same TIN that Company certified as its TIN on Form W-9,and Bank is not able to determine to its own satisfaction that the TIN has been assigned to Company,Bank may at its option and without notice (i) stop paying interest on Company's Account, (ii) continue paying interest but comply with the backup withholding requirements of the IRS and/or,(iii)take any other action which Bank believes is reasonable in the circumstances. If Company is an individual who owns its Account as a sole proprietor, upon that individual's death, Bank must be provided with the individual's estate's or successor's TIN or Bank may either refuse to pay interest earned on Company's Account since the date of the individual's death or withhold a portion of the interest that has been earned on Company's Account since the date of the individual's death. Commercial Savings Accounts Bank's Right to Require Notice. Bank has the right to require seven(7)days'written notice before Company withdraws money from Company's savings Account. Limitations on Transfers from Company's Savings Account. Preauthorized transfers, automatic transfers, online transfers, payments to other persons, and transfers by telephone from Company's savings Account are limited to six(6) a month. 22 Preauthorized transfers include automatic bill payments, transfers to Company's other Accounts with Bank,or automatic transfers to other persons that Company has authorized Bank to make. If Bank permits transfers from Company's savings Account by check, draft, point of sale POS purchases,check card or any similar order for withdrawal,no more than three(3)of the six(6)transfers may be made by such means in a calendar month or statement cycle. If Bank determines that Company is exceeding the limits described above on more than an occasional basis,Bank will, at its option,either close Company's savings Account, transfer the funds on deposit in Company's Account to another account that Company is eligible to maintain,or terminate Company's right to make transfers and write Items against Company's savings Account. Commercial Time Accounts General. Commercial Time("time")Accounts include deposits which are payable,either on a specified date or at the expiration of a specified time,no less than seven(7)calendar days after the date of deposit. Bank may refer to a time account as a "certificate of deposit" or a "CD," even though the time account is not represented by a certificate. Certificated Time Accounts. If Company receives a certificate evidencing Company's time Account, Bank may require Company to present the certificate and any amendments to receive payment or transfer ownership. Maturity Date. Company's time Account will mature at the end of the term stated on Company's receipt, disclosure or certificate,as applicable. Time Requirements. Company agrees to keep Company's funds on deposit until the maturity date.Company may make withdrawals from Company's time Account on the maturity date or within the grace period after that date.Bank will not agree in advance to allow withdrawal before maturity. Payment of Interest. If Company has elected a payment of interest other than a credit to Company's time Account, Bank may in its sole discretion terminate it in favor of crediting Company's time Account. Ordinarily,such discretion will be exercised when an interest payment mailed to Company's Account address has been returned undelivered or when an Account to which Company's interest payments were automatically credited has been closed, or if the interest payment amount is less than any minimum amount disclosed in the fee and information schedule. Additional Deposits. Other than during the grace period, Company may not make additional deposits to Company's time Account,unless Bank otherwise agrees in writing. Withdrawal of Interest Prior to Maturity. A withdrawal of interest prior to maturity will reduce earnings. Renewal Policies. If Company's time Account is automatically renewable, at maturity it will renew (i) for a like term;and(ii) at Bank's interest rate in effect on the maturity date for a new time deposit of the same term and amount, unless Bank has notified Company that it will not renew Company's Account. Company may withdraw Company's funds anytime during the grace period without a fee. If Company does, Bank will not pay interest for that period on the funds withdrawn.If Company's time Account is not automatically renewable and Company does not withdraw the funds on the maturity date,the funds will no longer earn interest after the maturity date and will be placed in a non-interest-bearing checking Account. 23 IV. Selected Services ATM Deposit Service. Company may elect to utilize Bank's ATM Deposit Service by completing and returning to Bank an ATM Deposit Service Setup Form. This Service allows Company to make deposits to Company's Account using a Treasury Express Deposit' card ("Deposit Card") and a designated Wells Fargo'ATM ("ATM"). Company shall make such deposits according to the instructions Bank provides and shall gain access to the ATM using the Deposit Card and a Personal Identification Number ("PIN"), the risk of misuse of both of which Company assumes. Bank will provisionally credit each deposit to Company's Account based on the amount Company keys into the ATM. Company will receive same-day availability for cash subject to the standard cut-off time established for the ATM into which the deposit was made and Bank's funds availability policy applicable to Company's Account. If the dollar amount of Company's deposit as determined by Bank differs from Company's total (as shown on Company's ATM receipt), Bank will send Company a statement showing the amount of this difference. Company agrees Bank's count of the dollar amount of Company's deposit will be conclusive and binding on Company. Company will have full responsibility for each deposit and its contents until the deposit has been completely and physically accepted into the ATM. If Company claims any portion of a deposit was lost or stolen while in Bank's custody,Company acknowledges Company has the burden of proving its claim. If Company orders supplies for the ATM Deposit Service through the ATM,Company authorizes Bank to initiate debits to Company's Account and credits to the accounts of third party vendors to cover the cost of such supplies provided to Company. Such transfers may be processed through an automated clearing house or any other means chosen by Bank and will be subject to the rules of the funds transfer system used by Bank. Company's authorization will remain in full force and effect until Bank has received written notification from Company of its termination in such time and manner as to afford Bank and any third party vendor a reasonable opportunity to act on it. Treasury Express Deposit®Service. If Company elects to utilize Bank's Treasury Express Deposit("TED")Service,Company will prepare,package and deliver TED deposits to Bank in accordance with Bank's instructions. Bank will provisionally credit Company's Account for the currency shown on the deposit ticket enclosed in Company's TED bag as follows:(i)same day credit for deposits delivered to an office of Bank before that office's cut-off time on any Business Day or for deposits placed in night depository of Bank before 6:00 a.m. on any Business Day;or(ii)next Business Day credit for deposits delivered to an office of Bank on any Business Day on or after Bank's office's cut-off time or on any non-Business Day. All TED deposits are subject to Bank's acceptance and verification. Bank will verify the currency in Company's TED bag either at a later time in Bank's office or when Company's TED bag is delivered to Bank's cash vault. Checks will be verified when they are delivered to Bank's check processing center. Bank reserves the right to adjust(debit or credit) Company's Account if Bank determines that the amount shown on Company's deposit ticket is incorrect. Because the frequency of armored courier transportation from Bank's offices to Bank's vaults varies from office to office, the time it takes to verify Company's TED deposit may vary,depending on the office to which Company's TED bag is delivered. In most cases,adjustments will be made and notification will be sent within three (3) Business Days. Adjustments will be effective when they are processed. 25 ©2005 Wells Fargo Bank,N.A. Wells Fargo Bank Northwest,N.A. All rights reserved. Members FDIC COM1416(5105) EMBRY 0 Addendum to Wells Fargo ank's Commercial Account Agreement This Addendum amends Wells Fargo Bank's Commercial Account Agreement("Agreement")dated May 1,2005. All terms defined in the Agreement will have the same meaning when used in this Addendum.If there is a conflict between this Addendum and the Agreement,this Addendum will control.Except as expressly amended by this Addendum, the Agreement remains in full force and effect. Effective April 1,2008 The following language is added at the end of the section titled "Bank Fees and Expenses,"immediately following the subsection titled"Earnings Allowance": "FDIC Assessment. Company is charged an FDIC Assessment based on the rate the FDIC charges the Bank.The FDIC Assessment may include deposit insurance charges,financing corporation (FICO)charges and other charges provided by law.The FDIC Assessment is disclosed on the regular statement or Client Analysis Statement for Company's account.This charge is variable and is subject to change by the Bank at any time without notice.The charge is assessed periodically and is based upon the average ledger balances Company maintains in Company's account." Effective February 15,2007 In the section of the Agreement titled "Miscellaneous,"the following language is added at the end of the subsection titled "Closing Company's Account": "If Company's account is an interest bearing account, Company's account will cease earning interest from the date Company requests it be closed.If Company's account balance does not reach zero within three(3)months from the date of Company's request,Bank may close Company's account and send Company the balance as described above or return Company's account to active status." 0 2008 Wells Fargo Bank,N.A,All rights reserved.Member FDIC COM4466(4/08) WELLS FARGO BANK COMMERCIAL ACCOUNT AUTHORIZATION & AGREEMENT (SIGNATURE (This document to be used when establishing a new account only,) WELLS FARGO BANK ,N.A. (Co ID) I.ACCOUNT NUMBER(S) 1 1$2 2 3 II.ACCOUNT TITLE(S) 1 City of Fort Worth 2 3 111.ACCOUNT TYPE(Check One Box Only) ®Commercial Checking(Non-Interest) ❑ Commercial Checking with Interest ❑ Commercial Money Market Account Other IV.BUSINESS INFORMATION Customer Name("Accountholder") F;ORTH,CITY OF Business Location/Street Address City State Zip: 1000 Th rockmor ton Street Fort Worth Texas 76102 Mailing Address City: State Zip: Business Phone Alternate Phone Primary Contact Name 817-392-6030 Jenny Kerzman Type of Entity(Check One Box Only) Business Public Funds Financial Institution ❑ Corporation ❑ Real Estate Investment Trust ® City/Municipality Commercial Bank ❑ Corporation(Professional) ❑ Association ❑ County ❑ Savings Bank ❑ Corporation(Nonprofit) ❑ Other ❑ State ❑ Credit Union ❑ Partnership(General) ❑ Federal(US Government) ❑ Partnership(Limited) ❑ Other ® Joint Venture Foreign Internal ® Limited Liability Company ® Corporation ❑ Indian Tribal Entity ❑WF&Co Sub Business Trust ❑ Financial Institution ❑WFB Subsidiary Page 1 of 3 Revised 6/9/2011 Business Organized under the Laws of(Jurisdiction) Annual Sales$ Texas Date Business Established Number of Employees Date Current Owner Since/Mgmt Started Accountholder or any entity for which account will be maintained(f/b/o)engaged in business of internet gambling? F1 Yes ®No Wells Fargo Banker to Complete Business License# Dated: Date of Last Banker Visit to Business Address: IF Fictitious Name Statement Date: Banker Name&Customer ContactNisited: V.TAX REPORTING&CERTIFICATION Employer identification Number("EIN"): 75-6000528 CERTIFICATION: Under penalties of perjury,I certify that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued tome),and 2. lam not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding,and El to must check this box if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. 3. lam a U,S.Citizen or other U.S.person (For federal tax purposes,you are considered a U.S.person if you are;an individual who is a U.S.citizen or U.S.resident alien;a partnership,corporation,company,or association created or organized in the United States or under the laws of the United States;an estate(other than a foreign estate);or a domestic trust.) The internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. Assistant City Manager Signature Position/Title Date *Notice to Nonresident Alien Individuals and Foreign Entities(e.g.foreign corporations,partnerships,trusts,etc.):Do not complete the above Substitute W-9. Instead complete the certification statement below. On behalf of the Company named in this document,I certifythat the Company understands and will promptly comply with the Form W-8 riling requirement with Wells Fargo Bank ,N.A,and as checked below that the Company is: A non-resident alien individual or non-resident foreign corporation(Form W-8BEN); ['Aforeign partnership(Form W-81MY); A foreign tax-exempt organization or government(Form W-8ECI or Form W-8EXP); 0 Acting as an intermediary(Form W-BIMY); Claiming exemption based on income effectively connected with the conduct of a trade or business within the United States(Farm ® W_8ECI). Signature Position/Title Date VI.AUTHORIZED SIGNERS (Sign within Box) Signature 1 Printed Name Positionlritle: SusanAlanis' Assistant City Manager t Page 2 of 3 FORWARD VIA GOLD BAG TO DOCUMENT MANAGEMENT OR MAC N9777-137 Revised 6/9/2011 Signs e 2 Printed Name Position/Title: James Mauldin FMS Assistant Director/City Treasurer Si ture3 Printed Name Position/Title: Jennifer Fung I FF MS Assistant Director/City Treasurer Signature 4 Printed Name Position/Title: Jenny Zrzman Assistant City Treasurer Si nature 5 Fisa Printed Name Posltlon/Tltle: Parks F sistant City Treasurer Signature 6 1' Printed Name Position/Title: IF- F �.�. VII.ACKNOWLEDGEMENT&AGREEMENT On behalf of the Accountholder,I hereby certify,by my signature below,that each of the Individuals designated in Section VI above as an"Authorized Signer"is authorized,acting alone,to(i)sign checks drawn on,and make cash withdrawals from,the Account,(ii)request stop payment orders for checks drawn on the Account, and (iii) initiate funds transfers by ACH, wire or other means out of the Account in accordance with the Accountholder's contractual arrangements with Wells Fargo regarding these services. Wells Fargo may obtain credit reports or other information about the Accountholder. Wells Fargo may disclose information about each account to its affiliates,to credit reporting agencies,and to other persons or agencies that,in Wells Fargo`s judgment,have a legitimate purpose for obtaining the information. I acknowledge that the Accountholder has received a Commercial Account Agreement and agree that its terms and conditions,as amended from time to time,will govern the Account. ~ AssistantCftyManager AuthorizedSigp ture Position/Title Susan Alanis T / Printed Name Date DocvKD*-JT c?fPv60 As -rz> AND "fMTT � DWK M 1, MST C" MA-1 YMr` I ti K ACCOUNT NO(S). Date Received: Banker Name Banker Telephone Banker MAC G , /,� .,,Q/3 IStephen Callahan +1 (214)661-1233 1,�j / AU RAU Officer Number RPM Family Name RPM Family Number 2656 16587 ot/fQ� � t�%� d�/""O✓�� ''�%�c� � Page 3 of 3 FORWARD VIA GOLD BAG TO DOCUMENT MANAGEMENT OR MAC N9777-137 Revised 6/9/2011 S'If Administration Authorization 1.TYPE OF REQUEST- Select request type and enter corresponding start date. ® New ❑ Change(Defaults do not apply) In Delete Start Date: 2.COMPANY INFORMATION-Complete all fields.NOTE:All SecurlD tokens will be sent to the address and contact listed. Company Name Company ID FORT WORTH,CITY OF Company Address 1000 Throckmorton Street City State Zip Code Fort Worth Texas 76102 Alternate Mailing Address City State Zip Code 3.CUSTOMER CONTACT INFORMATION -Complete all fields. Primary Contact Phone Jenny Kerzman,Assistant City Treasurer 817-392-6030 Email Address Fax jenny.kerzman@fortworthtexas.gov +1 817 392-8181 .4. CUSTODY AND GROUP MANAGEMENT OPTIONS-Select custody and group management options.NOTE:Dual Custody is the recommended option. Custody Options ® Dual ❑ Single ❑ Forced Dual Custody ❑ Customized Forced Dual Custody -Complete section 6&7 Group Management ❑ YES ® NO(Default) 6.COMPANY ADMINISTRATORS-Complete applicable fields.NOTE:A minimum of two(2)Company Administrators is required for Forced Dual Custody. Each Company Administrator will be sent a SecurlD token(unless one has been assigned already)and will be authorized as an administrator for all company authorized CEO applications. COMPANY ADMINISTRATOR NAME EMAIL ADDRESS SECURID NUMBER(if USER ID(if existing) existing) James Mauldin james.mauldin@fortworthtexas.gov Jenny Kerzman jenny.kerzman@fortworthtexas.gov CONFIDENTIAL Page 1 of 3 TMS-08/12 Self Administration Authorization 6.CUSTOMIZED PRODUCT/FORCED DUAL CUSTODY SETTINGS-Complete applicable fields ONLY if Customized Forced Dual Custody option is selected. ACH Deletes and Reversals Forced Dual Custody ®Single Custody Health Benefit Services Forced Dual Custody Single Custody ACH Fraud Filter Forced Dual Custody ❑Single Custody Image Forced Dual Custody Single Custody ACH Inquiry Forced Dual Custody Single Custody Image Positive'Pay Forced Dual Custody Single Custody ACH Payments Forced Dual Custody Single Custody Retail Lockbox Image []Forced Dual Custody Single Custody ARP Register Maintenance Forced Dual Custody Single Custody Returned Items ❑Forced Dual Custody Single Custody Basic Banking Forced Dual Custody ®Single Custody Self-Administrtation Forced Dual Custody M Single Custody Bill Payments Receivables Forced Dual Custody []Single Custody SAFE Transmission Forced Dual Custody Single Custody CEO Workstation Forced Dual Custody Single Custody Statements and Notices Forced Dual Custody Single Custody Credit Management [!Forced Dual Custody Single Custody Stop-Photo-Search [j Forced Dual Custody Single Custody Deposit Maintenance Forced Dual Custody Single Custody Treasury Information Reporting Forced Dual Custody ❑Single Custody Desktop Deposit Forced Dual Custody []Single Custody Wells Capital Management Forced Dual Custody Single Custody Event Messaging Forced Dual Custody Single Custody WellsTax Payments Forced Dual Custody Single Custody Foreign Exchange Ej Forced Dual Custody Single Custody Wholesale Lockbox Image Forced Dual Custody [Single Custody Gift Card Forced Dual Custody [:1 Single Custody Wire Transfer []Forced Dual Custody Single Custody 7.CUSTOMIZED SELF-ADMINISTRATION CUSTODY SETTINGS -Complete applicable fields ONLY if Customized Forced Dual Custody option Is selected. +- � -gq _ gg gp R � � ISETTNGK t '4 ;V". eI a&QslFODY, Eppf Add/Edit User Forced Dual Custody Single Custody Customize Setups Forced Dual Custody Single Custody Password Reset Forced Dual Custody Single Custody Group Management Forced Dual Custody []Single Custody Reassign RSA SecurlD Forced Dual Custody ❑ Single Custody Wire Transfer Limits and ® Forced Dual Custody ©Single Custody Authorizations Online Activation Forced Dual Custody [] Single Custody Desktop Deposit Company Forced Dual Custody Single Custody Preferences 8.ONLINE ACTIVATION OPTION-If selected this option will apply to all Company Administrators. Online Activation is a service for Company Administrators to activate and/or request access to Bank products and services from directly within the CEO Portal. Select YES to enable your Company Administrators to have this authority.Additional eligibility requirements may be needed for some Online Activation products. ® YES,enable Online Activation for the Company Administrators REMOVE Online Activation for the Company Administrators(change requests only). CONFIDENTIAL Page 2 of 3 TMS-08112 Self Administration Authorization 9.CUSTOMER APPROVAL.-COMPLETE ALL FIELDS Each person who signs this form on Company's behalf is authorized to do so by resolution,agreement or other legally sufficient action of the governing body of Company-or is an Authorized Signer on Company's account. Printed Name of Authorized Signer Phone Susan Alanis 817-392-8180 Signature Date r n �? '� A5^cb V444 M <S 40.4�0 rjftsv C 0 10.BANKER INFORMATION-COMPLETE ALL FIELDS Relationship Managers Banker Name Phone . f ��JdTt f xiG tii �T ui[f +1 (14)6611 1255 u�/Z $ l'• 20�j Z Ba er/Officer Signature" Date Printed Name `c r' }: f Phone *By signing this document you are approving and acknowledging this individual is authorized to make these changes on behalf of this company. CONFIDENTIAL Page 3 of 3 TMS-08/12 Certificate of Incumbencyl I, Susan Alanis ,the Assistant City Manager of FORT WORTH,CITY OF 7("Customer"),hereby certify that the offices or titles referred to in Customer's Authorization Certificate(Depository Accounts and Treasury Management Services),dated 6-7-2013 are now held by the following individuals,and that true and correct specimen signatures of such individuals appear after their respective names as set forth below: Name and Title Signature James Mauldin,FMS Assistant Director/City Treasurer Jennifer Fung,FMS Assistant Director Jenny Kerzman,Assistant City Treasurer — Lisa Parks,Assistant City Treasurer By: Name: usat�Alanis Title: Assistant City Manager Date: U ' ) m t6 Tb Fog- ^1-10 S KE `f , pt5iw CM #M4 Tax IdentificatW Number of Customer; 75-6000528 2By. Name; Title: Date: To be used when Customerhas designated officers/titles to have authority,instead ofspeciflc individuals. Typically the Incumbencyis signed by the secretary, Owner or equivalent officer. 2 To be countersigned by asecond officer when the first officer is among those authorized. Certificate of Incumbency-GIB Use Only-Non-Personal Accoun is Page 1 of 1 (Revised 06.15.2011) C Authorization Certificate Depository Accounts and Treasury Management Services The undersigned hereby certifies that he or she is the duly appointed Assistant City'Manager of [FORT WORTH,CITY OF a ("Customer"), with authority to act on behalf of Customer, and that the following are true and correct resolutions duly adopted by Customer, in accordance with its formation and governing documents, and that these resolutions have not been in any way altered, amended or rescinded,and are now in full force and effect: The undersigned further certifies that(please select one option): ® Option A: Any one of the following named persons,whose signatures are set forth opposite their names: Name Signature or Facsimile Signature) X X X F_ X X F_ ® Option B. Anyone of the following Customer officers[designate titles only(e.g.,CEO)]:(*Incumbency Certificate Required for Option B.) FMS Assistant Director/City Treasurer FMS Assistant Director Assistant City Treasurer is individually authorized to,and to designate one or more other Customer officers,agents or employees (each such person, officer or designee, a "Designee")to: (a) open or close one or more deposit and/or securities accounts (the "Accounts") with Wells Fargo Bank, National Association ("Bank');(b) execute and deliver in Customer's name such agreement(s) regarding the Accounts and the services related thereto as Bank may from time to time require; (c) authorize and execute transactions on the Accounts, including,without limitation, (i) signing checks and other instruments withdrawing funds from the Accounts, including those payable to cash or to persons who sign them, (ii) requesting funds transfers by Bank to and from the Accounts, (iii) entering into arrangements for the processing of automated clearing house ("ACH") debit entries and/or ACH credit entries to and from the Accounts, and (iv) endorsing on behalf of Customer, and otherwise negotiating, checks and other items payable to Customer;(d) incur overdrafts and other obligations in the Accounts at Bank in connection with any of the products, services, or activities authorized by these resolutions; and (e) invest Customer's funds on such terms and conditions as such Designee deems appropriate. Customer is authorized to enter into any other arrangements, agreements and documents with respect to any of Bank's 1 Facsimile Signatureli-ogo and/or Electronic Siginature.Customer authorizes the use offacsimile signotureshogos andlor electronksignatures in connection with its agreements with,and instructions to,Bankifsuch is provided for on this form. Customer agrees that Bank will have no liability for accepting any agreements or instructions of Customer that bears signatures resembling Customer's facsimile signatures/logosand/or electronic signatures. Customer willprovideasompleofanysuchsignature/logo to Bank. Authorization Certificate -GIB Use Only-Non-Personal Accounts page 1 of 2 (Revised 06.14.2011) deposit and treasury management products and services, in such form and on such terms and conditions as may be agreed to by a Designee signing such agreements and documents. Customer shall be bound to Bank by, and Bank may rely upon, any communication or act, including telephone communications, purporting to be done by any partner, employee or agent of Customer provided that Bank believes, in good faith,that the same is done by a person authorized to so act. The authority hereby conferred is in addition to that conferred by any other certificate heretofore or hereafter delivered to Bank and shall continue in full force and effect until Bank shall have received notice in writing from Customer of the revocation hereof. Any such revocation shall be effective only as to actions which are taken by Customer pursuant to the certifications contained herein,subsequent to BanWs receipt of such notice. The authority hereby conferred shall be deemed retroactive, and any and all acts authorized herein which were performed prior to the execution of this certificate are hereby approved and ratified. The undersigned further certify that the activities covered by the foregoing certifications constitute duly authorized activities of Customer;that said certifications are now in full force and effect,and that there is no provision in any document pursuant to which Customer is organized and/or which governs Customer's continued existence limiting the power of the undersigned to make the certifications set forth herein,and that the same are in conformity with the provisions of all such documents. ACKNOWLEDGED&AGREED TO: By: ^—^ A� Printed Name: Su4n Alanis Title: Assisfiant City Manager Date: j\WP4e0 Tax Identification Number of Customer: 75-6000528 Authorization Certificate -GIB Use Only-Non-Personal Accounts Page 2 of 2 (Revised 06.14.2011) EXHIM SECRETARY'S CERTIFICATE WELLS FAA,RGO BANK, NATIONAL ASSOCIATION 1, Patricia A. Ruedenberg, Assistant Secretary of Wells Fargo Bank, National Association (the "Bank") hereby certify that the following resolution was duly adopted by the Loan Committee of the Board of Directors of the Bank by action taken by written consent effective as of August 26, 2013, and that said resolution has not been rescinded or modified and is now in full force and effect: Resolution Regarding Approval of Contracts Regarding Depository Services WHEREAS, Wells Fargo Bank, National Association (the "Bank") has been awarded contracts for banking services by the Contract Holders listed on Exhibit A, each of which has custody and control of public funds (each, a "Contract Holder"); and WHEREAS, the banking services provided by the Bank include serving as a depository for the public funds of the Contract Holder; and WHEREAS, applicable law requires the Bank to pledge certain eligible securities for the benefit of each Contract Holder as collateral to secure deposits of its public funds with the Bank; and WHEREAS, the Bank, having the full right, power and authority to enter into a contract with the Contract Holder providing for the collate ralization of public fund deposits and third-party custody of eligible securities securing such public funds (each, a "Contract"), desires to enter into a Contract with each Contract Holder; and WHEREAS, Section 13(e) of the Federal Deposit Insurance Act, 12 U.S.C. § 1823(e), as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, requires that the approval of each Contract by the Bank's Board of Directors or loan committee be reflected in the minutes of the board or committee, and requires that each Contract be and remain an official record of the Bank in order that each Contract be valid against the rights of the Federal Deposit Insurance Corporation; DEPOSITORY PLEDGE AGREEMENT 756000528 CITY OF FORT WORTH, TEXAS ("Depositor") has selected WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") as a depository for certain of its funds, and Bank has agreed to act as the depository for those funds in accordance with applicable laws, which require that Bank secure the deposited funds, to the extent not insured by the Federal Deposit Insurance Corporation ("FDIC"), by pledging securities ("Eligible Securities") of any type (including, without limitation, surety bonds and investment securities) permitted by the applicable provisions of Texas law in effect from time to time (the "Governing Statutes"). Bank represents that should it change the type of Eligible Securities it pledges under this Agreement, it will use its best efforts to give Depositor prior written notice of the change. Bank's failure to give Depositor such advance written notice, however, will not be considered a breach of this Agreement or otherwise result in liability. THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION ("Custodian") has agreed to hold the pledged securities in safekeeping pursuant to the terms of this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants in this Agreement, Depositor, Bank and Custodian agree as follows: 1. Grant of Security Interest; Instructions Regarding Collateral. (a) Bank hereby grants to Depositor a security interest in all Eligible Securities transferred to a collateral account (the "Collateral Account") established pursuant to this agreement (the "Collateral"). Custodian agrees to serve as collateral agent for Depositor, pursuant to the terms of this Agreement. For the avoidance of doubt, Custodian acknowledges and agrees that it does not have and will not acquire or assert at any time in the future, and hereby expressly waives, any lien upon, security interest in, setoff right or other right to charge the Collateral held in the collateral account for any obligation owed to Custodian by Bank or Depositor. Until Depositor has the right to compel sale of the Collateral under Section 7 hereof, Custodian may act in accordance with the instructions of Bank, including, without limitation, the right of Bank to unilaterally substitute Eligible Securities for the Collateral in accordance with Section 3 hereof. Addendum "A" contains the names and specimen signatures of individuals authorized to act on behalf of Depositor, and Addendum "B" contains the names and specimen signatures of individuals authorized to act on behalf of Bank. Either Depositor or Bank may add or remove authorized representatives without the consent of the other at any time by providing Custodian and Depositor or Bank, as applicable, with a replacement addendum, duly executed by an authorized individual; provided, however that Custodian shall have no duty to determine whether such replacement addendum has been provided to Depositor or Bank, as applicable and may rely on any replacement addendum received without inquiry. In no event shall the Custodian be responsible for determining whether the pledged securities are"Eligible Securities". (b) Bank, Depositor and Custodian agree that all Collateral delivered to or received by Custodian for deposit in the Collateral Account may be in the form of credits to the accounts of Custodian at a Securities Depository or by delivery to Custodian of physical certificates in a form suitable for transfer to Custodian or with an assignment in blank. Bank and Depositor hereby authorize Custodian to utilize such Securities Depositories and to hold such physical securities or any combination thereof in connection with its performance hereunder. Collateral credited to the Collateral Account and deposited in the Securities Depositories will be held, by book-entry notation, in accounts that include only assets held by Custodian or its agent(s) for third parties, including but not limited to accounts in which assets are held in a fiduciary, agency or representative capacity. Collateral that is not held in the Securities Depositories will be held in Custodian's vault and physically segregated from securities and other non- cash property belonging to Custodian. As used herein, the term "Securities Depository"or"Securities Depositories" shall mean the Treasury/Reserve Automated Debt Entry System maintained at The Federal Reserve Bank of New York for receiving and delivering securities, The Depository Trust Company and any other clearing corporation within the meaning of Section 8-102 of the Uniform Commercial Code, as in effect from time to time. 2. Amount of Collateral. The aggregate market value of Collateral held by Custodian at all times during the term of this Agreement must be in an amount not less than one hundred and two percent (102%) of(a) the amount of the collected funds on deposit, increased by (b) the amount of accrued but uncredited interest, (c) reduced by that portion of the funds insured by the FDIC. Such amount is hereinafter called the "Required Collateral Value". In no event shall the Custodian be responsible for determining whether the Collateral Account contains the Required Collateral Value. 3. Substitutions and Withdrawals of Collateral. If the aggregate market value of Collateral held by Custodian at any time exceeds the Required Collateral Value, Bank may unilaterally withdraw any excess Collateral by providing Custodian with a withdrawal notice signed by an authorized representative of Bank, provided that after the withdrawal of any such excess Collateral, the remaining Collateral equals or exceeds the Required Collateral Value. Additionally, Bank may unilaterally substitute Eligible Securities for any of the Collateral held by Custodian - 1 - at any time by providing Custodian with a substitution notice signed by an authorized representative of Bank, provided that the market value of the Collateral following such substitution would equal or exceed the Required Collateral Value. If Bank elects to require Depositor's written consent on a notice in connection with any withdrawal or substitution which complies with this Section 3, Depositor agrees to provide it promptly upon Bank's request. If Bank elects not to provide Depositor the opportunity to consent to withdrawal or substitution, Bank shall ensure that Depositor maintains access to data from the Custodian regarding such withdrawal or substitution by the next business day immediately following the occurrence of such withdrawal or substitution. Custodian shall be entitled to rely on, and Bank and Depositor agree to release Custodian from liability for, any actions taken pursuant to, and consistent with, the instructions given in a withdrawal or substitution notice under this Section 3, whether unilateral or not. 4. Bank's Obligations. Bank shall perform all of the duties and obligations required of a depository under applicable law with respect to collateral ization of the funds of Depositor on deposit with Bank, including the duties and obligations required under the Governing Statutes. At the expiration of the term of this Agreement, Bank shall turn over to any successor depository designated by Depositor all funds held by Bank as depository. Bank will furnish to Depositor a monthly statement listing a description of the Collateral. The statement will specify the par value, market value, and maturity date of each component of the Collateral. Upon request, Bank shall provide to Depositor a copy of Bank's most recent publicly available quarterly or annual financial statement. 5. Custodian's Obligations. (a) Custodian shall perform the duties and obligations required of Custodian hereunder, in accordance with the provisions of the Governing Statutes. Upon transfer by Custodian of Eligible Securities to the Collateral Account, including Eligible Securities substituted for other Collateral, Custodian shall promptly identify such Eligible Securities on its books and records as being Collateral held pursuant to this Agreement, and shall promptly issue and deliver to each of Bank and Depositor a duplicate receipt for such Collateral. For the avoidance of doubt, it is understood and agreed that such receipts may be combined to identify more than one transaction on any one business day and Custodian shall not be required to issue more than one such receipt to Bank and Depositor on any business day. Bank and Depositor agree that they shall promptly review all receipts delivered to them by Custodian and shall promptly advise Custodian of any error, omission or inaccuracy in such receipts. In the event that Custodian receives such an advice, Custodian shall promptly undertake to correct any errors, failures or omissions, provided that Custodian determines in its sole discretion that such error, failure or omission actually occurred and shall notify Bank and Depositor of its action concerning each such error, failure, or omission, including any determination that no error, failure or omission has occurred. In addition, Custodian shall on each business day provide Depositor with access to data regarding all Eligible Securities held in the Collateral Account as of the close of business on the previous business day. (b) Depositor agrees that, with respect to all securities held in the Collateral Account, Custodian by itself, or through the use of the appropriate Securities Depository, shall, unless otherwise instructed to the contrary by Bank or as provided in Section 7 hereof: (i) collect all payments reflecting interest and principal on the securities in the Collateral Account; (ii) forward to Bank copies of all information or documents that it may receive from an issuer of securities which, in the opinion of Custodian, is intended for the beneficial owner of the securities including, without limitation all proxies and other authorizations properly executed and all proxy statements, notices and reports; (iii) execute, as Custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; (iv) hold directly, or through the Book Entry System or Depository, all rights issued with respect to any securities held by Custodian hereunder; and (v) upon receipt of written instructions from Bank, Custodian will exchange securities held hereunder for other securities and/or cash in connection with (A) any conversion privilege, reorganization, recapitalization, redemption in kind, consolidation, tender offer or exchange offer, or(B) any exercise, subscription, purchase or other similar rights; provided, however, such exchanged securities shall continue to be held by Custodian hereunder for the benefit of Depositor if such exchanged securities constitute Collateral. Upon receipt of payments reflecting principal and interest or dividends on the securities in the Collateral Account, Custodian shall transfer to Bank such principal and interest or dividend payments (either by credit to Bank's custody account at Custodian or otherwise). (c) Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any loss or damage arising out of its own negligence or willful misconduct, and shall have no obligation hereunder for any loss or damage, including counsel fees, which are sustained or incurred by reason of any action or inaction by any Securities Depository, provided, however, that such loss or damage is not caused by the negligence or willful misconduct of Custodian. In no event shall Custodian be liable to Depositor, Bank or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Both Depositor, to the extent permitted by law, and Bank agree to indemnify Custodian and to hold it harmless against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Custodian may sustain or incur with -2- respect to any third party claim or which may be asserted by a third party against Custodian by reason of or as a result of any action taken or omitted by Custodian in connection with operating under this Agreement, except those costs, expenses, damages, liabilities or claims arising out of the negligence or willful misconduct of Custodian or any of its employees or duly appointed agents. This indemnity shall be a continuing obligation of Depositor and Bank notwithstanding the termination of this Agreement. (d) Custodian may, with respect to questions of law specifically regarding the Collateral Account, obtain the advice of reputable legal counsel and shall be fully protected with respect to anything done or omitted by it reasonably and in good faith and without negligence, willful misconduct, bad faith or fraud in conformity with such advice, provided, however, that nothing contained in this paragraph (d)shall be deemed to relieve Custodian of any of its obligations pursuant to any other provision of this Agreement. (e) Custodian shall not be responsible for, or considered to be custodian of, any securities received by it for deposit in the Collateral Account until Custodian actually receives and collects such securities directly or by the final crediting of Custodian's account on the books of the appropriate Securities Depository. Custodian will be entitled to reverse any provisional credits to the Collateral Account that were made in anticipation of the receipt of securities or cash which were not subsequently received by Custodian. (f) Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement and no covenant or obligation shall be implied against Custodian in connection with this Agreement. (g) In performing hereunder, Custodian may enter into subcontracts, agreements and understandings with third parties whenever and on such terms and conditions as it deems necessary or appropriate and which are consistent with applicable law. If any of such subcontracts, agreements, or understandings with third parties are for the deposit of Eligible Collateral for the benefit of Depositor, (i) such third party will qualify as a "permitted institution" pursuant to the Texas Public Funds Collateral Act, (ii) Custodian shall cause such third party to provide records to Custodian evidencing the deposit of Eligible Collateral with such third party, and (iii) records of the third party relating to such Eligible Collateral will at all times state the name of Custodian. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder. 6. Custodian's Reliance on Pricing Services. The Custodian is authorized to utilize one or more generally recognized pricing information services (including brokers and dealers of securities) in order to provide market values hereunder. Custodian agrees that it shall use reasonable care in the selection and retention of such pricing information vendors in light of the prevailing rules, practices and procedures in the relevant market. Custodian shall not be liable for any loss, damage or expense incurred as a result of errors or omissions contained in any pricing or other information obtained by Custodian pursuant to this Section 6, except to the extent that any such loss, damage or expense is the direct result of the negligence or willful misconduct of Custodian in utilizing such information. 7. Default and Remedies. If Bank defaults in performing its obligations under Section 4 above, or if Bank is declared insolvent, or if a receiver is appointed for Bank, Depositor may, after providing Bank at least three (3) business days prior written notice and opportunity to cure the default, and, if Bank fails to cure the default within such (3) business day period, instruct Custodian to transfer the Collateral or any part thereof to a broker-dealer for disposition in accordance with Depositor's instructions at a public or private sale. The proceeds of any such sale shall be applied to satisfy any indebtedness owed by Bank to Depositor, and any excess proceeds shall be returned to Bank. Depositor will also have any other remedies available under applicable law. The Custodian shall be entitled to rely on and shall be held harmless from acts taken in accordance with such instructions from Depositor. 8. Termination of Agreement. Any party to this Agreement may terminate this Agreement by giving thirty (30)days prior written notice of termination to the other parties. 9. Applicable Law; Other Agreements. This Agreement is governed by the laws of the State of Texas. All deposit accounts of Depositor will be subject to Bank's Commercial Account Agreement, Business Account Agreement, or other applicable deposit account agreement, as in effect from time to time. 10. Force Maieure. Custodian shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, epidemics, riots, loss or malfunctions of utilities, computer (hardware or software) or -3- communications service, labor disputes, acts of civil or military authority, or governmental, judicial or regulatory action; provided however, that Custodian shall use its best efforts to resume normal performance as soon as practicable under the circumstances. 11. Jury Trial Waiver. EACH OF BANK, DEPOSITOR AND CUSTODIAN HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. 12. Miscellaneous. The headings in this agreement are for convenience of reference only and should not be used in interpreting this Agreement. If any provision of this agreement is illegal or unenforceable under applicable law, that provision should be deemed reformed so as to be enforceable to the extent permitted by applicable law, or if that is not possible, then this Agreement should be read as if that provision was never a part of it, and the remainder of the Agreement will be enforceable. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS OF THE PARTIES. Notices given under this Agreement must be addressed as set forth below the signature of each party, and will be effective upon actual receipt by the addressee or upon refusal of delivery during the normal business hours of the addressee. Date of Agreement: ` -r 1 20 DEPOSITOR: CITY OF FORT WORTH, TEXAS CUSTODIAN: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Signature. / �� �. �x. . .. ., ,.fed. � , , ,�- ° Signature: ," a� t� Print Print 4 Name: SOsanAlanis Name: ' "an 9 tlC��,°������ Title: Assistant City Manager Title: 1000 Throckmortion 1 Wall Street,Attn: BDS—Coll Mgr SFL Address: Fort Worth, Texas 76103 Address: New York, NY 10286 ;� K, NAC BANK: ELLS ARGO BAN 6NA ASSOCIA ION Signature: Print Name: Sheila Lynch Title: Vice President 333 Market Street St.18 n Floor, MAC: A0119-189 Address: San Francisco, CA 94105 CityofFortWo rth DepP IdgAg mt-TX-BNY-2013(05) -4- ADDENDUM "A" (Authorized Officers of Depositor) One signature of any of the following authorized officers of Depositor is required to authorize actions to be taken pursuant to the foregoing Depository Pledge Agreement. Individual who signs page 4 must also sign below. Print 1. Name: -Susan Alanis Signature: Email: Susan.Alanis@fortworthtexas.gov Phone: Fax: Print James Mauldin 2. Name: Signature: Email: James.Mauldin@foftwofthtexas.gov Phone: Fax: Print 3, Name: Jennifer Fung Signature: Email: Jennifer,Fung@fortworrhtexas.gov Phone: Fax: 'q;;2 Print 4. Name: Jenny Kerzman Signature: Email: Jenny.Kerzman@fortworthtexas.gov Phone: Fax: -5- ADDENDUM "B" (Authorized Officers of Bank) One signature of any of the following authorized officers of Bank is required to authorize actions to be taken pursuant to the foregoing Depository Pledge Agreement: Print f �r 1. Name: Sheila Lynch, Vice President Signature: I f r Phone/ Fax: (415) 371-3278/(866) 686-5441 Email: lynchsh car wellsfargo.cotr� Print f 2. Name: Jeana No, Assistant Vice President Signature: _ - •�,F ,r ,.�� _ Phone/ Fax: (415} 371-3277/{866) 686-5441 Email: Jeana.No0)wellsfargo,corn Print ° 3. Name: Tatiana Dayers, Bank Officer Signature Phone/ Fax: (415) 371-3276/(866) 686-5441 Email: Tatiar�a.Dayers c(�wellsfargo.com Print 4. Name: —Mercy D. Lopez, Bank Officer Signature: Phone/ Fax: (415) 371-3273/(866) 686-5441 Email: lopezmd(c�wellsfargo.com • Payment Authorization Ser"ice Setup Form This service is part of,and will be subject to the terms and conditions stated in,the Commercial Account Agreement("Agreement"). This payment authorization service setup form supersedes any and all prior authorizations setup on the referenced account numbers, TERMINATION:The Service(s)may be immediately terminated by you or us at any time with or without cause by giving written notice to the other party. 1.TYPE OF REQUEST-Select request type.Refer to the reference guide for complete instructions. M New-Setup New Services ❑ Change-Existing Services ® Delete-Services Return to Default 2.CUSTOMER INFORMATION-Complete all fields. Company Name FORT WORTH,CITY OF Address Line 1 Address Line 2 1000 Throckmorton Street City State zip Code Fort Worth Texas 76102 Company Contact Name Phone [J:ennyKerzman 817-392-6030 Account Number Account Name City of Fort Worth Please check L)the appropriate box(es)and complete requested Information. Maximum Check Amount Authorized Payment Service(not available in conjunction with Positive Pay or Perfect Presentment) SERVICE: Under the Maximum Check Amount Authorized Payment Service(the"Service")we will automatically(without your specific approval)return unpaid(marked"REFER TO MAKER")checks presented to us drawn against your account specified above which exceeds the Maximum Dollar Authorized Payment Amount specified below: Maximum Dollar Authorized Payment Amount: $0.00 Maximum Check Cashing Amount Authorized Payment Service(not available in conjunction with Positive Pay or Perfect Presentment) ® SERVICE:Under the Maximum Check Cashing Amount Authorized Payment Service(the"Service")we will(without your specific approval)refuse encashment of checks presented to us through our branch/store network drawn against your account specified above which exceeds the Maximum Check Cash Amount specified below: Maximum Check Cashing Amount: Fso-oo CONFIDENTIAL 1 TMS-1010 Maximum Over the Counter Amount Authorized Payment Service SERVICE: Under the Maximum Over the Counter Amount Authorized Payment Service(the"Service)we will(without your specific ® approval)refuse withdrawal requests presented to us through our branch/store network drawn against your account specified above which exceeds the Maximum Overthe Counter Withdrawal Amount specified below: Maximum Over the Counter Withdrawal Amount: 1 0 Checks to Individuals Authorized Payment Service SERVICE:Under the Checks to Individuals Authorized Payment Service(the"Service")we will(without your specific approval) refuse encashment of checks presented to us through our branch/store network drawn against your account specified above for any item made payable to an Individual. 3.CUSTOMER APPROVAL-This form is to be signed by one legal entity only. Printed Name of Authorized Signer Title of Authorized Signer Susan Alanis Assistant City Manger Signature Date 4.BANK INFORMATION-Complete all fields. Relationship Manager/Banker Name Phone Stephen Eal iran i7. i X i c. H Z-,S 1j c 4 -i-1 14)661 1233 �-!Z� d P�-L4R Ba er Officer Signature* Date *By sl ning this cl u ent you are approving and acknowledging this individual is authorized to make these changes on behalf of this company. FOR INTERNAL USE ONLY Relationship Team:Attach an electronic copy of this form(completed and customer signed)to an online Sales Order Form available through AES. Note:Relationship Teams without access to AES should contact a Treasury Management Sales Consultant to setup Payment Authorization for their accounts. Implementation Coordinator:Forward the form to Wholesale Operations. w„-c .:.�- �C .,Z.r�sf .r �u1b IiteP Narn� >�4r s f r fESte1jcezNu tSeC f s �� z' Daft J 3 r5� "i< .ram„ ? xz, rT '` / b�,;. ly,p�' _ s rir ,tidr .y�'r'�L ;�'n -'s_r� .�� T r i` �.J _ +' -hrfxr3lTj "�.e• ''5 :: .l .r�. c"- i J.- -,z 1 �: r `��'" K,tr}rl cs� �� r t Tr1r,'`' 1 v �.s Zf �i f �Y_y�.:a,.�r� j. � ✓ ..cam- ,.t..`� ..�`b fBaz.�.^ s.h. .,�s :�'��.�{�_.<�r.-.r.:ffe CONFIDENTIAL 2 TMS-1010 CEO®Wires Company/Account Authorization Form - for Self Administration 1.TYPE OF REQUEST- Select request type and enter corresponding start date. ® New-Net new product request(complete sections 2,3,4 if necessary,5) Start Date: ❑ Change(defaults do not apply) -Add accounts/change company settings(complete sections 2,3,5 if necessary) ❑ Delete-To remove the entire product 2.COMPANY INFORMATION-Complete all fields. Company Name FORT WORTH,CITY OF Company ID(if current CEO user) Company Type Other Company Address 1000 Throckmorton Street City State Zip Code Fort Worth Texas 76102 Alternate Mailing Address City State Zip Code 3.CUSTOMER CONTACT INFORMATION-Complete all fields. Company Contact(Administrator)Name Phone Jenny Kerzman,Assistant City Treasurer 817-392-6030 Email Address Fax jenny.kerzman@fortworthtexas.gov +1 (817) 392-8181 4.BILLING ACCOUNT INFORMATION-For Premium Wire Services Only 1VOi7 Jt31l fSUm a E eVelb II�n tsvai a61e befau�E V1Tjri lZootn Seflth�g}s billetlt the accdunsievel For Iternate accoltnk3bi�l�nC�`c �yplete .Et .. Billing Account ABA/RTN(9-digit) 5.COMPANY LEVEL SETTINGS-(Defaults apply to New Product Setups Only) File Upload Service(FUS) Imported Wires Freeform Domestic-Multiple Verifiers "Charges To"Option(for International Wires only) ❑ YES(Default) NO ❑ YES FI NO(Default) ®YES(Default) ❑ NO ❑YES ® NO(Default) Multiple Wires Summary Level Approval/Reject Template Maintenance-Multiple Verifiers ® YES(Default) ❑ NO ❑YES ❑ NO(Default) ®YES(Default) ❑ NO CONFIDENTIAL Page 1 of 3 FOR INTERNAL USE ONLY 6.ACCOUNT INFORMATION .I,Areognt.NtanSfiet�(s){.,{°,.� w ,.z:,f�s�oca�tedAl�plfGa�EtpU., Se•Jegf;a�l t�atapply.};��port�rtjUst ber„se�ebted�fpr al aG�ou>�its � ��� -� ®Wires ® Book Transfers ❑ Drawdowns ® Reports ❑ Import Wires-Wires ❑ Import Wires-Book Transfers ®Template Maintenance ❑Wires ❑ Book Transfers ❑ Drawdowns ® Reports ❑Import Wires-Wires ❑ Import Wires-Book Transfers ❑Template Maintenance ❑Wires ❑ Book Transfers [_] Drawdowns ® Reports ❑ Import Wires-Wires Import Wires-Book Transfers ❑Template Maintenance ❑Wires ❑ Book Transfers ❑ Drawdowns Rj Reports [] Import Wires-Wires ❑ Import Wires-Book Transfers (]Template Maintenance ❑Wires ❑ Book Transfers ❑ Drawdowns ® Reports ® Import Wires-Wires ❑ Import Wires-Book Transfers ❑Template Maintenance ❑Wires ❑ Book Transfers ❑Drawdowns ® Reports ❑ Import Wires-Wires ❑ Import Wires-Book Transfers ❑Template Maintenance ❑Wires ❑ Book Transfers ❑ Drawdowns ® Reports ❑ Import Wires-Wires ❑ Import Wires-Book Transfers ❑Template Maintenance ❑Wires ❑ Book Transfers ❑ Drawdowns ® Reports ❑Import Wires-Wires ❑ Import Wires-Book Transfers ❑Template Maintenance ❑Wires ❑ Book Transfers ❑Drawdowns ® Reports © Import Wires-Wires ❑ Import Wires-Book Transfers ❑Template Maintenance ❑Wires ❑ Book Transfers ❑Drawdowns ® Reports ❑import Wires-Wires ❑ Import Wires-Book Transfers ©Template Maintenance 7.CUSTOMER APPROVAL -(AUTHORIZED SIGNATURE REQUIRED) ® Each person who signs this form on Company's behalf is authorized to do so by resolution,agreement or other legally sufficient action of the governing body of Company,if Company is not an individual,or is an Authorized Signer on Company's account. Printed Name of Authorized Signer Phone Susan Alanis 817-392-8180 Signature Date 8.BANK IN ORMATION-(AUTHORIZED SIGNAT RE EQUt D) Printed Name of Relationship Manager/Banker Name Phone ��t Q'3 )a e ; 1a ��t oQ +1-(244)-66-�1�3 C/Z' Banker/9 Ic r Signature* Date CONFIDENTIAL Page 2 of 3 FOR INTERNAL USE ONLY *By signing this document you are approving and acknowledging this individual is authorized to make these changes on behalf of this company. CONFIDENTIAL Page 3 of 3 FOR INTERNAL USE ONLY M(Hav RSA SecurYD® token request form Please complete this form to manage RSA SecurlD tokens for.your company and users. 1. Company Administrator Information RSA SecurlD tokens are mailed to Company Administrators.Please provide a physical mailing address,tokens cannot be shipped to post office boxes. Jenny Kerzman 817-392-6030 Company Administrator Phone Number(include country code if applicable) FORT WORTH,CITY OF Company Name CEO®Company ID 1000 Throckmorton Street Street Address Fort Worth Texas United States 76102 City State/Province/Region Country Name Postal Code 2.User Information Please complete the information below by selecting from the following token maintenance options: For new users: New Token:To order a token for the first time for a user. Assign Token:To assign a token to anew user from the supply of tokens accumulated in your Company Token Pool. For users who have a token today(to request changes for existing users) Replace Token:To order a replacement token for an existing user if there are no tokens available in the Company Token Pool. Assign Token:To assign a token to a new user from the supply of tokens available in your Company Token Pool. Un-assign Token:To remove a token from a user and return the token to your Company Token Pool for reassignment.Please begin collecting and securely retaining unassigned tokens instead of discarding them. Delete Token:To delete a token completely.This option will remove the token from a user and your Company Token Pool.Once a token is deleted, It can no longer be reused and should be discarded.Fallow your local a-waste disposal regulations to dispose of old tokens. User's Name James Mauldin,City Treasurer User ID `rYi p< New Token ❑ Assign Token n'fi> Token Serial#: { "f IaceToken❑ Re Assign Token p ❑ This option should only be selectedif there are no appropriate options ❑ Un-assign Token on the right Donotmake selections in both the left and rightcolumns• � �,? ❑ Delete Token Token Serial#: 0 2012 Wells Fargo Bank,N.A.All rights reserved. Pagel of 2 RSA SecurlD*Token Request Form-July 2012 RSA SecurID° token request form User's Name Jenny Kerzman,Assistant City Treasurer User ID JaTe�' Is�r` a ® New Token [] Assign Token Token Serial#: Replace Token Assign Token is,�in135e r 3 This option should only be selectedif there are no appropriate options ® Un-assign Token ontheright.Donotmakeselectionsinboththeleftandrightcolumns, [� Delete Token r t Y Token Serial#: User's Name Lisa Parks,Assistant City Treasurer User ID Assign Token New Token ® �r 3{ Token Serial#: Fx tinglse ` ® Replace Token ® Assign Token This option should only be selected if there are no appropriate options Un-asslgnToken ontherightDa not make selections ln both the left and rJghtcofumns, ❑ Delete Token Token Serial#: 3.Company Administrator and/or Authorized Company Representative ® The person signing this form on the Company's behalf is authorized to do so by agreement or other legally sufficient action by the company,or is listed as a Company Administrator on the Commercial Electronic Office°(CEO)porta r- an uthorized Signer on the Company's account, F nny Kerzman i Name Signafu Assistant City Treasurer 817-392-6030 tun 6,2013 Title Phone Date 4.Wells Fargo Approval(Relationship Manager,Banker,or Sales Representative) By signing this document,you are approving and acknowledging this individual' authorized to make these changes on behalf of this company. £�epk►e� l�iXfe �: �'Y'��.� Name J �Signat re /Cr ire»�S�i f d y� fi,HG r Y I FH2, 6frfi�233�,/�-�'�F•LO��1 F '.�l Functional Job Title Phone Date ©2012 Wells Fargo Bank,N.A.All rights reserved. Page 2 of 2 RSA SecurID°Token Request Form-July 2012 EXIM ACCEPTANCE OF SERVICES - x r < v,y > � ? r r 7 > -sue.:. .5 r �i,.r'f r� � f �' PI Cert�ftca#ton L T j sJ r T s.� smx a.r x fish_ �h .r 3 t�G ,r The person(s) signing this Acceptance of Services ("Acceptance") certifies/certify that: (a) the company identified in the signature block of this Acceptance ("Company") has received and agrees to be bound by the Service Documentation, as defined in Wells Fargo Bank, N.A.'s ("Bank") Master Agreement for Treasury Management Services; (b) Company has granted the person(s) signing this Acceptance the authority on Company's behalf to (i) execute this Acceptance, (ii) enter into other agreements with Bank for treasury management services Bank offers on or after the Effective Date of this Acceptance (each, a "Service") and (iii) amend, terminate or otherwise act on behalf of Company with respect to this Acceptance and such other agreements and Services; and (c) Company's use of any Service, including without limitation each Service Company begins using after the Effective Date of this Acceptance, confirms Company's receipt of and agreement to be bound by the Service Documentation relating to that Service. -y fr -mil f -. ,.:a<< '` r-. 1 d7 .�� rw.f r�- r.Y-�� : . . ✓fJ! 2 r .-',; 'iY ,.,: A. Description of Security Procedure. 1. General. Bank will verify instructions to transfer funds from Company's Account that Bank receives in Company's name (each, a "Payment Order") solely in accordance with the Security Procedure(s) Company elects in this Acceptance ("Security Procedure" is defined in Bank's Wire Transfer Service Description). The purpose of the Security Procedure is to verify the authenticity of a Payment Order, not to detect an erroneous or duplicate Payment Order, 2. Commercially Reasonable. Company has determined the Security Procedure Company has elected (a) best meets Company's requirements with regard to the size, type and frequency of Payment Orders issued by Company to Bank and (b) is commercially reasonable. Company refuses-to have its Payment Orders verified by any security procedure other than the Security Procedure Company has elected. 3. Binding Instructions. Company will be responsible for any erroneous or duplicate Payment Order Bank receives in Company's name. Company agrees to be bound by each Payment Order, or request to cancel or amend a Payment Order, whether or not authorized by Company, issued in Company's name and accepted by Bank in compliance with the Security Procedure Company has elected. 4. Confidentiality. Company and Bank will preserve the confidentiality of the Security Procedure and any passwords, codes, security devices and related instructions provided by Bank. If Company becomes aware of a breach, or suspects that a breach may occur, it will immediately notify Bank. 5. Authorized Person(s). Company will promptly notify Bank in writing of the identity of each person authorized to receive information regarding the Security Procedure (each, an "Authorized Person") and when a person is no longer an Authorized Person. Company will maintain effective internal procedures to safeguard against unauthorized Payment Orders and warrants that no individual will be allowed to initiate a Payment Order without proper supervision and safeguards. B. Election of Initiation Methods and Security Procedures. The Initiation Methods and Security Procedures Company has elected for Wire Transfers are: TM-1521 Acceptance of Services -ACH, Wires and Stagecoach Sweep Revised 11-14-2012 Page 9 of { '..rVo�cic�ilrE ltEaIDE,3 Met�oc� �t gi Bank's voice initiation security procedure consists of confirming that the personal identification number ("PIN") accompanying a Payment Order corresponds with a valid PIN assigned to Company for voice-initiated Payment Orders. Telephone Verification Service. If Bank receives a voice-initiated, non-repetitive Payment Order of $ I- or more, Bank will make one attempt to telephone person(s) designated by Company on the most current setup form for Company in Bank's records to authenticate the Payment Order. If Bank is unable to complete the call, Bank will not process the Payment Order. �v<�:Cc�mm�rc�al.�[ectroftEc�off{c��(.�Ea�)-.InEtrat►���.�fhoar. i{{� h� �r z-%".i4. 'r �.,+ � l:�i± !3 � � .sue �L.. -, CEO is Bank's electronic banking portal that is accessed via the Internet. Authorized users may access Bank's CEO Wire Transfer Service through the portal. CEO security procedures include log-on credentials specified by Bank that may include a Company ID, user ID and password and any other authentication or authorization process Bank requires from time to time. Bank will use the CEO security procedures to authenticate each Payment Order received through CEO in Company's name. P✓�.. ,a, ,. .e�-5 -a�'.'� { z '' i.> r f.<rrh.}.i.r 2f h F�f -i c�: Secure Application File Exchange Transmission ("SAFE-T"). This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2) that Bank uses to authenticate each Payment Order transmitted to Bank in Company's name. ® Machine-to-Machine ("=M"). This transmission method uses an XML message interface that is based on the Interactive Financial eXchange (IFX) message standard using SOAP structured messages. Data is communicated via the Internet using 128-bit encryption and Secure Socket Layers (SSL). Bank uses digital certificates to authenticate each Payment Order transmitted to Bank in Company's name. IBM® Connect0irectO with Secure Plus+. Secure Plus+ is an add-on to Connect Direct to enhance security by means of Secure Socket Layer ("SSL") or Transport Layer Security ("TLS"). Connect Direct' is a registered trademark of Sterling Commerce, Inc. an IBM Company. Value-Added Network ("VAN"). With this transmission method, a third party serves as an intermediary for transmitting data between Company and Bank. Procedures for transmitting Payment Orders may vary by VAN. Bank follows the procedures of the VAN selected by Company to authenticate each Payment Order transmitted to Bank through the VAN in Company's name. ❑�, -DEreot Oragmattora:I E '. J Lr - f -k , F ff -'r +, �.. r.! s?,t�.. ,..1. /7{• ❑ Secure Application File Exchange Transmission ("SAFE-T'°). This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2) that Bank uses to authenticate each Payment Order transmitted to Bank in Company's name. �j IBM0 Connect:DirectP with Secure Plus+. Secure Plus+ is an add-on to Connect Direct to enhance security by means of Secure Socket Layer ("SSL") or Transport Layer Security (`iTLS"), Connect DirectO is a registered trademark of Sterling Commerce, Inc. an IBM Company. '�.F s5V11IFT�''#nt�atron�lliethod r , �� J.� a� 7 � r f`< 1�,.. f,l_ 5 1 r - ,:;/f, y ss4-a. r rr try, ft '" / / 1, r i' f✓.-r r��'s J TM-1521 Acceptance of Services -ACH, Wires and Stagecoach Sweep Revised 1111412012 Page 2 of 4 SWIFT has established procedures for controlling access to SWIFT messaging services (each, an-"Access Control') that may include without limitation access codes, message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages including without limitation Files based on SWIFT message type prior to accepting them for routing as SWIFT messages (each, an "Authenticated Message"). This authentication may include confirming that the sender and recipient of the message have exchanged bilateral keys ("BIKE"), entered into a relationship management application ("RMA") agreement, or taken other steps to secure the transmission of SWIFT messages between them as SWIFT requires from time to time (each, an "Authentication Procedure"). i)vl--..'✓ ... fr ri z r J <.. c :: f [It Thar r 1! ;_„' _ ❑ Dion $tc'Illdrlr Secirr�t}r 'roedur ;J.w.? 1 ?�{.L TJ mn _. a .. , Company has refused to utilize any of the security procedures described above and has elected to use the Security Procedure set forth in Attachment B. Remainder of page intentionally left blank TM-1521 Acceptance of Services -ACN, Wires and Stagecoach Sweep Revised 1111412012 Page 3 of 4 p�arf 1% `Mignation of`ifUq S_1jFargofStagecoach 5wee�Option r f y � � `fr A. Investment Sweep Options Company elects the following Option (check one box only): ❑ Wells Fargo Stagecoach Sweep Preferred Option. Wells Fargo Stagecoach Sweep Preferred Option with secondary Wells Fargo Stagecoach Sweep, ❑ Repurchase Agreement Option. ❑ Wells Fargo Stagecoach Sweep Commercial Paper Option, Wells Fargo Stagecoach Sweep Repurchase Agreement Option with secondary Wells Fargo ❑ Stagecoach Sweep, Preferred Option. ❑ Wells Fargo Stagecoach Sweep Repurchase Agreement Option. ® Wells Fargo Stagecoach Sweep Money Market Mutual Fund Option. (Check one box only.) ❑ Wells Fargo Advantage Money Market Fund - Fund 3951 ❑ California Municipal Money Market Fund - Class A- Fund 29. ❑ Treasury Plus Money Market Fund- Class A- Fund 453. National Tax-Free Money Market Fund - Class A- Fund 452. ❑ 100% Treasury Money Market Fund- Service Class - Fund 8. ❑ Wells Fargo Advantage Government MMMF Institutional - GIB Only - Fund 1751 ❑ Treasury Plus Money Market Fund Institutional- GIB Only- Fund 793 ® Wells Fargo Advantage Heritage MMMF Institutional - GIB Only -Fund 3106 ❑ Wells Fargo Advantage Municipal Cash Mgmt. institutional- GIB Only- Fund 496 D. Additional Information • Company's Checking Account Number: • Statements andlor Confirmations will be sent to Company by electronic means unless otherwise requested by Company. Electronic means include Bank's Commercial Electronic Office®, facsimile and/or Secure E-Mail. 37 - r a '�") Party/ Signature Wait- Agreedffect�ud date r 1 s r .i .—,r....-i ........ .../...<-... ./-...ti ....:.... .. .. -..._.: ..... .....x .. ...4. ::...i ..via..1. 'fY 'I To and Accepted By: Company: Fort Worth,City of Name: Strsan Alanis Title: Assistant City Manager Effective Date: --a I t '--s 02011 Wells Fargo Bank, N.A.All rights reserved. TM-1521 Acceptance of Services -ACN, Wires and Stagecoach Sweep Revised 1111412012 Page 4 of 4 U WIRE TRANSFER SERVICE DESCRIPTION M 1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. ("Bank") wire transfer service ("Service"). "Service Documentation" is defined in Bank's Master Agreement for Treasury Management Services ("Master Agreement"). The Service Documentation includes the Acceptance of Services ("Acceptance"), and "Company" is the company identified in the Acceptance. 2. Description of the Service. The Service enables Company to instruct Bank to transfer funds in accordance with Article 4A of the Uniform Commercial Code as amended from time to time ("UCC 4A") and the rules and regulations of any funds transfer system Bank uses to effect the transfer. In this Service Description, an instruction to Bank (including any communication cancelling or amending an instruction) in Company's name to transfer funds from Company's account at Bank or Bank's affiliate (each, an "Account") is a "Payment Order" (as defined in UCC4A). Section 5 of this Service Description describes (a) the means Bank offers to Company for transmitting Payment Orders to Bank (each, an "Initiation Method") and (b) the means Bank will use to verify Company's authorization of a Payment Order or a communication amending or canceling a Payment Order (each, a "Security Procedure"). 3. Preparation of Payment Orders; Processing Schedules. Company will prepare each Payment Order in accordance with guidelines Bank separately makes available from time to time. Bank will execute each Payment Order in accordance with Bank's then current processing schedule and any instructions Company furnishes with the Payment Order regarding the date a Payment Order is to be executed. A Payment Order will be deemed received by Bank when Bank has verified it in compliance with the Security Procedure. If Bank receives a Payment Order after Bank's applicable cutoff time on any Business Day, Bank will treat the Payment Order as having been received prior to Bank's applicable cutoff time on Bank's next Business Day. A "Business Day" is every day except Saturday, Sunday, and federal holidays. 4. Inconsistency of Name and Number. If a Payment Order describes the person to receive the funds that.are the subject of the Payment Orders both by name and identifying number, Bank may execute the Payment Order on the basis of the identifying number, even if the number identifies a person different from the named person. If a Payment Order describes a financial institution both by name and identification number, the identification number may be relied upon to identify the financial institution, even if the identification number refers to a financial institution other than the named financial institution. 5. Initiation Methods and Security Procedures. This section lists the Initiation Methods and Security Procedures Bank offers for wire transfers. Company's elections regarding Initiation Methods and Security Procedures is/are set forth in the Acceptance. 5.1. Voice Initiation Method. Bank's voice initiation security procedure consists of confirming the personal identification number ("PIN") accompanying a Payment Order corresponds with a valid PIN assigned to Company for voice-initiated Payment Orders. 5.1.1. Telephone Verification Service. If Bank receives a voice-initiated, non-repetitive Payment Order that exceeds the applicable pre-designated limit, Bank will make one attempt to telephone person(s) designated by Company on the most current TM-1440 Wire Transfer Services Service Description TMLW Page 1 of 4 Revised 11-03-2011 setup form for Company in Bank's records to verify the Payment Order. If Bank is unable to complete the call, Bank will not process the Payment Order. 5.2. Commercial Electronic Office®(CEO®) Initiation Method. CEO is Bank's electronic banking portal that is accessed via the Internet. Authorized users may access Bank's CEO Internet Wire Transfer Service through the portal. CEO security procedures include log-on credentials specified by Bank (that may include a Company ID, user ID and password) and any other authentication or authorization process Bank requires from time to time. Bank will use the CEO security procedures to authenticate each Payment Order received through CEO in Company's name. 5.3. Direct Origination Initiation Method. Secure Application File Exchange Transmission ("SAFE-T"). This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https) FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2) that Bank uses to authenticate each Payment Order transmitted to Bank in Company's name. IBM° - Sterling Connect:Direce with Secure Plus+. Secure Plus+ is an add-on to Connect:Direct® to enhance security by means of Secure Socket Layer ("SSL") or Transport Layer Security ("TLS"). Connect:Directo is a registered trademark of Sterling Commerce, Inc., an IBM Company. 5.4. Payment Manager® Initiation Method. Secure Application File Exchange Transmission ("SAFE-T"). This transmission platform offers a variety of transmission protocols including hypertext transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2) that Bank uses to authenticate each Payment Order transmitted to Bank in Company's name. Machine-to-Machine ("M2M"). This transmission method uses an XML message interface that is based on the Interactive Financial eXchange (IFX) message standard using SOAP structured messages. Data is communicated via the Internet using 128-bit encryption and Secure Socket Layers (SSL). Bank uses digital certificates to authenticate each Payment Order transmitted to Bank in Company's name. IBM® - Sterling Connect:Direce with Secure Plus+. Secure Plus+ is an add-on to Connect:Directo to enhance security by means of Secure Socket Layer ("SSL") or Transport Layer Security ("TLS"). Connect:Directo is a registered trademark of Sterling Commerce, Inc., an IBM Company. Value-Added Network ("VAN"). With this transmission method, a third party serves as an intermediary for transmitting data between Company and Bank. Procedures for transmitting Payment Orders may vary by VAN. Bank follows the procedures of the VAN selected by Company to authenticate each Payment Order transmitted to Bank through the VAN in Company's name. TM-1440 Wire Transfer Services Service Description TMLW Page 2 of 4 Revised 11-03-2011 5.5. SWIFT° Initiation Method. SWIFT has established procedures for controlling access to SWIFT messaging services (each, an "Access Control") that may include without limitation access codes, message authentication codes, secure card readers, digital signatures, and Hardware Security Modules. In addition, SWIFT authenticates certain messages including without limitation Payment Orders based on SWIFT message type prior to accepting them for routing as SWIFT messages (each, an "Authenticated Message"). This authentication may include confirming that the sender and recipient of the message have exchanged bilateral keys ("BIKE"), entered into a relationship management application ("RMA") agreement, or taken other steps to secure the transmission of SWIFT messages between them as SWIFT requires from time to time (each, an "Authentication Procedure"). 5.6. Non-Standard Security Procedure. If Company has refused to utilize any of the security procedures described above, then the Security Procedure Company will use is described on Attachment B to the Acceptance. 6. Authorization to Pay. Company authorizes Bank to (a) execute any Payment Order Bank verifies in accordance with the Security Procedure and (b) debit the account specified in the Payment Order (and if no account is specified, the Account or any other account of Company at Bank or an affiliate) even if a debit results in an overdraft on the execution date (as defined in UCC4A). Company will maintain sufficient available funds in the account specified in the Payment Order at the time of each debit. 7. Company's Duty to Report Erroneous or Unauthorized Tranfer Instructions. Company will exercise ordinary care to determine whether a Payment Order accepted by Bank was either erroneous or not authorized and to notify Bank of the relevant facts within a reasonable time not exceeding fourteen (14) days after Company receives notification from Bank that the Payment Order was accepted or that the Account was debited with respect to the Payment Order, whichever is earlier. Company will be liable to Bank for the loss Bank incurs as a result of Company's failure to act in accordance with this section. 8. Rejected Payment Orders. If a Payment Order is rejected for any reason Bank will attempt to notify Company promptly so Company may cure the defect but will have no liability to Company for a rejected Payment Order or any loss resulting from Bank's failure to provide notice. 9. Cancellation, Amendment, Reversal. A Payment Order will be final and not subject to cancellation, amendment or reversal by Company, except Bank may, at Company's request, make an effort to effect such cancellation, amendment or reversal without incuring any liability for its failure or inability to do so. 10. International Wire Transfers. A Payment Order expressed in U.S. Dollars will be sent in U.S. Dollars. Company may request that prior to executing a Payment Order, Bank convert the amount to be transferred from U.S. Dollars to the currency of a designated foreign government or intergovernmental organization ("Foreign Currency") at Bank's sell rate for exchange in effect on the date Bank executes the Payment Order. If the financial institution designated to receive the funds does not pay the beneficiary specified in a Payment Order payable in Foreign Currency and the funds are returned to Bank, Bank will not be liable for a sum in excess of the value of the funds after they have been converted from Foreign Currency to U.S. Dollars at Bank's buy rate for exchange at the time the cancellation of the Payment Order is confirmed by TM-1440 Wire Transfer Services Service Description TMLW Page 3 of 4 Revised 11-03-2011 Bank. Bank will not be liable for any failure or delay by any financial institution or other third party in the designated foreign country in executing or failing to execute any Payment Order Bank transmits to a foreign country. 11. Drawdown Requests. A "drawdown request" is an instruction from Company to another depository institution to debit (a) an account at that institution and transfer the funds to Bank (each, an "outgoing drawdown request") or (b) the Account and transfer the funds to that institution (each, an "incoming drawdown request"). In this Service Description, "Payment Order" includes drawdown requests. Bank may execute an incoming drawdown request that conforms with instructions it receives through Fed Wire, SWIFT, CHIPs or any other funds transfer system, provided such instructions are not inconsistent with instructions Company separately provides in writing. The authority to execute the incoming drawdown request will continue until Bank receives express written notice from Company that such authority is revoked. 12. Limitation of Bank's Liability. If Bank executes Company's Payment Order by sending instructions to another financial institution, Bank may send the payment order by any transmission method and by any route Bank in its sole discretion considers reasonable. Bank will not be liable for any third party's failure to or delay or error in processing a Payment Order. If the beneficiary bank does not pay the beneficiary specified in the Payment Order, a refund will be made only after Bank has received confirmation of the effective cancellation of the Payment Order and Bank is in free possession of the funds debited or earmarked in connection with the Payment Order. If Bank is notified it did not transfer the full amount stated in a Payment Order, Bank's sole obligation will be to promptly execute a second Payment Order in the amount of the stated deficiency. If Bank executes a Payment Order in excess of the amount stated in the Payment Order, to the extent Company does not receive the benefit of the Payment Order, Bank will only be liable for any loss of the principal amount transferred in excess of the amount stated in the Payment Order. Additionally, Bank will be liable for the amount of interest Company has lost due to the transfer of the excess amount, computed at the then current Federal Funds rate. However, Bank's liability for loss of interest will be limited to twenty (20) calendar day's interest. This section sets forth Bank's complete liability for a Payment Order issued or received under this Service Description. 13. Survival. Sections 4, 5, 6, 7, 8, 9, 10, 11 and 12 will survive the termination of Services. ©2011 Wells Fargo Bank, N.A.All rights reserved. TM-1440 Wire Transfer Services Service Description TMLW Page 4 of 4 Revised 11-03-2011 MEW FUNDS AVAILABILITY POLICY E The policy of Wells Fargo Bank, National Association (`Bank" or "Wells Fargo"), is to delay the availability of funds from Company's check deposits to Company's account (in this policy, each an "account") in accordance with an availability schedule or schedules provided by Bank to Company contemporaneously with this policy or from time to time thereafter, subject, among other things, to the location of the deposit transaction or the manner in which the deposit is made. During the delay, Company may not withdraw the funds in cash and Bank will not use the funds to pay checks that Company has written and fees and expenses that Company has incurred. 1. Determining the day of receipt The length of the delay is counted in business days from the day of Company's deposit. Every day is a business day, except Saturdays, Sundays, and federal holidays. If Company makes a deposit before Bank's established cutoff time on a business day that Bank is open, Bank will consider that day to be the day of Company's deposit. However, if Company makes a deposit after the cutoff time or on a day Bank is not open, Bank will consider the deposit was made on the next business day Bank is open. Cutoff times may vary by location and are posted in each store and on each Bank ATM. The earliest cutoff time for a store or an ATM is 2:00 p.m. local time. The length of the delay varies depending on the type of deposit and is explained below. 2. Same business day availability The following deposits will be available on the business day Bank receives the deposit: • Incoming wire transfers. • Electronic direct deposits. • Cash deposited at a teller window. • Checks drawn on Bank. • Cash deposited through an Envelope-Free(sm) Wells Fargo ATM. • The first $100 of a day's first noncash deposit on a business day through an Envelope- Free Wells Fargo ATM. • The first $100 of a day's first deposit on a business day through a standard envelope accepting Wells Fargo ATM. 3. Next business day availability Funds from the following deposits are available on the first business day after the day of Company's deposit: • U.S. Treasury checks that are payable to Company. • Cashier's check issued by Bank. • Checks drawn on Company's controlled disbursement account through one of Bank's controlled disbursement endpoints. If Company makes the deposit in person to one of Bank's employees, funds from the following deposits are also available on the first business day after the day of Company's deposit: • State and local government checks that are payable to Company if it uses a special deposit slip available from Bank upon request. TM-2548 Funds Availability Policy Page 1 of 3 Revised 08-15-2011 • Cashier's, certified, and teller's checks that are payable to Company where Bank is not the issuer or drawee, if Company uses a special deposit slip available from Bank upon request. • Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders, if these items are payable to Company. • The first $200 of a day's first deposit on a business day. If Company does not make its deposit in person to one of Bank's employees (for example, if Company mails the deposit), funds from these deposits will be available on the second business day after the day Bank receives Company's deposit. 3. Other check deposits All other check deposits are considered local checks. From Company's deposit, the first $200 of the day's first deposit on a business day will be available on the next business day. The remaining balance will be available on the second or third* business day after the day of Company's deposit in accordance with the availability schedule or schedules discussed above. 4. Longer delays may apply Funds Company deposits by check may be delayed for a longer period under the following circumstances: • Bank believes a check Company deposits will not be paid. • Company deposits checks totaling more than $5,000 on any one day. • Company redeposits a check that has been returned unpaid. • Company has overdrawn its account repeatedly in the last six months. • There is an emergency, such as failure of computer or communications equipment. Bank will notify Company if it delays Company's ability to withdraw funds for any of these reasons, and Bank will tell Company when the funds will be available. The funds will generally be available no later than the seventh or eighth* business day after the day of your deposit. 5. Holds on other funds (check cashing) If Bank cashes a check for Company that is drawn on another bank, it may withhold the availability of a corresponding amount of funds that are already in the account. Those funds will be available at the time funds from the check Bank cashes would have been available if Company had deposited it. 6. Holds on other funds (other account) If Bank accepts a check for deposit that is drawn on another bank, it may make funds from the deposit available for withdrawal immediately but delay Company's ability to withdraw a corresponding amount of funds that Company has on deposit in another account with Bank. The funds in the other account would then not be available until the time periods that are described in this policy. Bank may delay availability of funds by one additional business day for certain checks deposited at a Bank location in Alaska. This right applies only if the check is drawn on or payable at or through a paying bank not located in Alaska. TM-2548 Funds Availability Policy Page 2 of 3 Revised 08-15-2011 7. Delays on other funds Funds from any deposit (cash or checks) into accounts domiciled in Iowa and Nebraska made at eligible non-Bank ATMs in those same states will not be available until the third business day after the day of Company's deposit. This rule does not apply at ATMs that Bank owns or operates. All ATMs that Bank owns or operates are identified on Bank's machines as "Wells Fargo" or"Wachovia a Wells Fargo Company." ©2011 Wells Fargo Bank, N.A.All rights reserved. TM-2548 Funds Availability Policy Page 3 of 3 Revised 08-15-2011 WRIT Wells Fargo U.S.Consumer Privacy Notice Rev.10/2011 WHAT DOES WELLS FARGO DO ° WITH YOUR PERSONAL INFORMATION? Financial companies choose how they share your personal information.Federal law gives consumers the right to limit some but not all sharing.Federal law also requires us to tell you how we collect,share,and protect your personal information.Please read this notice carefully I to understand what we do. The types of personal information we collect and share depend on the product or service you have with us.This information can include: ® Social Security number and employment information account balances and transaction history credit history and investment experience 1 BAll financial companies need to share customers'personal information to run their everyday business.In the section below,we list the reasons financial companies can share their customers'personal information;the reasons Wells Fargo chooses to share;and whether it I'll you can limit this sharing. wimill, For our everyday business purposes—such as to process your transactions, maintain your account(s),respond to court orders and legal investigations,or Yes No report to credit bureaus For our marketing purposes—with service providers we use to offer our products Yes No and services to you(please see below to limit the ways in which we contact you) For joint marketing with other financial companies No We don't share For our affiliates'everyday business purposes—information about your Yes No transactions and experiences For our affiliates'everyday business purposes—information about your Yes Yes creditworthiness For our affiliates to market to you Yes Yes For nonaffiliates to market to you No We don't share ® Call 1-888-528-8460—our menu will prompt you through your choices f • Online banking customers-log on to a secure session at wellsfargo.com,and choose "Change Privacy Preferences"under the"Account Services"tab. Please note:If you are a new customer,we can begin sharing your information 30 days from the date we sent this notice.When you are no longer our customer,we can continue to share your information as described in this notice. However,you can contact us at anytime to limit our sharing. ®To limit our direct marketing to you by mail or telephone,please call 1-888-528-8460--our menu will prompt you through your choices �� I II1!ti ®Online banking customers-log on to a secure session at wellsfargo.com,and choose "Change Privacy Preferences"under the"Account Services"tab. Please note:A Do Not Call election is effective for five years(or while you are an active consumer customer,if longer).The Do Not Mail election is effective for three years.You may continue to receive marketing information in regular account mailings and statements, when you visit us online or at an ATM.You may also be contacted to service your account or participate in surveys.If you have an assigned client manager orteam,they may continue to f� contact you to assist you in managing your portfolio or account relationship. l 1111111111 � Call 1-800-TO-WELLS(1-800-869-3557)or go to wellsfargo.com/privacy—security (D 2011 Wells Fargo&Company.All rights reserved. Page 1 of 3 MKT6784 FOL(10-11) WHAT DOES WELLS FARGO DO WITH YOUR PERSONAL INFORMATION? s Who is providing Wells Fargo U.S.companies that use Wells Fargo and Wachovia in their names and this notice? other companies listed in the Wells Fargo U.S.legal entities section. How does To protect your personal information from unauthorized access and use,we use Wells Fargo protect security measures that comply with federal Iaw.These measures include computer my personal safeguards and secured files and buildings.For more information visit information? wellsfargo.com/privacysecurity How does We collect your personal information,for example,when you: Wells Fargo collect ■ open an account or make deposits or withdrawals from your accounts my personal ■ apply for a loan or use your credit or debit card information? ■ seek advice about your investments We also collect your personal information from others,such as credit bureaus, affiliates,or other companies. Why can't I limit Federal law gives you the right to limit only: all sharing? ■ sharing for affiliates'everyday business purposes—information about your creditworthiness ■ affiliates from using your information to market to you ■ sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law. What happens Your choices will apply individually unless you tell us otherwise.Any account holder when I limit sharing may express a privacy preference on behalf of the other joint account holders. for an account hold jointly with someone else? Affiliates Companies related by common ownership or control.They can be financial and nonfinancial companies. ■ Our affiliates include financial companies with Wells Fargo in their name such as Wells Fargo Bank,N.A.,(including its divisions of Wachovia Bank and Wachovia Bank of Delaware),Wells Fargo Insurance,Inc.,and Wells Fargo Advisors,L.L.C. Nonaffiliates Companies not related by common ownership or control.They can be financial and nonfinancial companies. ■ Wells Fargo does not share with nonaffiliates so they can market to you. Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ■Wells Fargo doesn'tjointly market. Page 2 of 3 Important Notice about Credit Reporting:We may report information about your account(s)to credit bureaus and/or consumer reporting agencies.Late payments,missed payments,or other defaults on your account(s)may be reflected in your credit report and/or consumer report. Do Not Call Policy.This Privacy Policy constitutes Wells Fargo's Do Not Call Policy under the Telephone Consumer Protection Act for all consumers.Wells Fargo maintains an internal Do Not Call preference list.Do Not Call requests will be honored within 30 days and will be effective for at least five years from the date of request.No telemarketing calls will be made to residential or cellular phone numbers that appear on the Wells Fargo Do Not Call list. Nevada residents.We are providing you this notice pursuant to state Iaw.You may be placed on our internal Do Not Call List by following the directions in the To limit direct marketing section.For more information contact us at 1-800-869-3557;nevadanoticeinfo@wellsfargo.com,or Wells Fargo,P.O.Box 5277,Sioux Falls,SD 57117-5277. Or contact the Bureau of Consumer Protection,Office of the Nevada Attorney General,555 E. Washington St.,Suite 3900,Las Vegas,NV 89101;702-486-3132;BCPINFO@ag.state.nv.us Vermont:We automatically treat customers with a Vermont mailing address as having limited sharing with our affiliates as provided on page one. Trust accounts for which Wells Fargo is the trustee are protected under special rules of confidentiality.Trust account information is not shared for marketing purposes without specific consent. Wells Fargo Advisors Financial Advisors:If your financial advisor's affiliation with Wells Fargo Advisors ends and theyjoin a non-affiliated securities broker-dealer,your financial advisor may be permitted to use limited information to contact you tojoin their new firm,as a usual means to continue to service and maintain your accounts.The information they may use is limited to your name,address,email address,phone number and account title. Wells Fargo U.S.banks and companies with"Wells Fargo"or"Wachovia"in their names,including Wachovia Bank and Wachovia Bank of Delaware, divisions of Wells Fargo Bank,N.A.,as well as:Wells Fargo Advisors,LLC;Wells Fargo Bank,N.A.doing business as Flatiron Capital;American Mortgage Network,LLC,doing business as Vertice. This Privacy Disclosure also describes the privacy practices of First Clearing,LLC("First Clearing"),which is an affiliated clearing firm of Wells Fargo Advisors,LLC.First Clearing does not market to holders of accounts carried by First Clearing or provide information regarding such accounts or regarding your creditworthiness to other Wells Fargo or Wachovia companies for their own marketing or everyday business purposes,and the choices in this notice do not apply to First Clearing. The following legal entities are not covered by this notice and have separate privacy notices: ®any non-bank company with"Wells Fargo Financial"in its name ®Wells Fargo Financial National Bank ®the Wells Fargo Advantage Funds ®Wells Fargo Advisors Financial Network,LLC ®any insurance company,insurance agency,or insurance brokerage or other company,which has its own privacy disclosures Page 3 of 3 Wells Fargo EE.UU.Notificaci6n de Privacidad del Consumidor Rev.10/2011 • ZQUE HACE WELLS FARGO CON SU INFORMACION PERSONAL? ' Las companfas financieras eligen c6mo compartir su informaci6n personal.La ley federal les da a los consumidores el derecho de limitar una parte,pero no la totalidad,de la informaci6n que se comparte. La ley federal tambien nos exige que le informemos a usted c6mo recopilamos,compartimos y protegemos su informaci6n personal.Lea este aviso con atenci6n para entender to que hacemos. Los tipos de informaci6n personal que recopilamos y compartimos dependen del producto o servicio que le proporcionemos.Esta informaci6n puede incluir: ■ n6mero del Seguro Social e informaci6n sobre empleo ■ saldos de cuenta e historial de transacciones ■ historial de credito y experiencia en cuanto a inversiones ® Todas las companias financieras necesitan compartir la informaci6n personal de sus clientes para Ilevar a cabo sus actividades comerciales diarias.En la secci6n a continuaci6n,enumeramos las razones por las cuales as companias financieras pueden compartir la informaci6n personal de sus clientes,las razones por las cuales Wells Fargo decide compartirla y si usted puede limitar la cantidad de informaci6n que se comparte. A los fines de nuestras actividades comerciales diarias:por ejemplo,procesar sus transacciones, mantener su(s)cuenta(s),responder a 6rdenesjudiciales e investigaciones legates,o presentar Si No informes ante las agencias de informad6n crediticia. A los fines de nuestras actividades de mercadeo:con los proveedores de servicios que utilizamos para ofrecerle a usted nuestros productos y servicios(consulte a continuaci6n para limitar las Si No maneras en que nos comunicamos con usted) A los fines de mercadeo conjunto con otras companfas financieras No No compartimos informaci6n A los fines de las actividades comerciales diarias de nuestras afiliadas:informaci6n sobre Sf No sus transacciones y experiencias A los fines de las actividades comerciales diarias de nuestras afiliadas:informaci6n sobre Sf Si su solvencia Para que nuestras afiliadas le ofrezcan sus productos y servicios Si Sf Para que las companfas no afiliadas le ofrezcan sus productos y servicios No No compartimos informacidn ■Llame al 1-888-528-8460(marque 9 para recibir atenci6n en espanol);nuestro mend le guiara a traves de sus opciones ■Los clientes que utilizan Banca por Internet(Online Banking)pueden ingresar por medio de una sesi6n segura a www.wellsfargo.com y seleccionar"Change Privacy Preferences"(Cambiar las Preferencias de Privacidad)en la ficha "Account Services"(servicios de Cuenta). Tenga en cuenta to siguiente:Si usted es un cliente nuevo,podremos comenzar a compartir su informaci6n 30 dfas a partir de la fecha en que enviemos este aviso.Cuando usted deje de ser nuestro cliente,podremos continuar compartiendo su informaci6n seg6n to descrito en este aviso. Sin embargo,puede comunicarse con nosotros en cualquier momento para limitar la informaci6n que compartimos. ■Para limitar el mercadeo directo que realizamos por correo postal o por telefono,Ilame al 1-888-528-8460(marque 9 para recibir atenci6n en espanol);nuestro men6 le guiara a traves de sus opciones ■Los clientes que utilizan Banca por Internet(Online Banking)pueden ingresar por medio de una sesi6n segura a www.welisfargo.com y seleccionar"Change Privacy Preferences"(Cambiar las Preferencias de Privacidad)en la ficha "Account Services"(servicios de Cuenta. Tenga en cuenta to siguiente:Si elige la opci6n de No Uamar,dicha opci6n estara vigente durante cinco anos(o mientras usted sea un cliente consumidor activo,en caso de un perfodo mas prolongado).La opci6n de No Enviar Correo estara vigente durante tres anos.Puede continuar recibiendo informaci6n de mercadeo en comunicaciones por correo y estados de cuenta regulares,cuando nos visite por Internet o en un cajero automatico(ATM).Tambien es posible que se comuniquen con usted en relaci6n con la administraci6n de su cuenta o para partici par en encuestas. Si usted tiene un equipo o gerente de clientes asignado,es posible que contin6en comunicandose con usted para ayudarle a administrar su cartera o su relaci6n de cuenta. Llame al 1-877-PARA-WFB(1-877-727-2932)o visite wellsfargo.com/privacysecurity(s6lo disponible en ingles). ©2011 Wells Fargo Bank,N.A.Todos los derechos reservados. Page 1 of 3 MKT9598SP FOL(10-11) ZQUE HACE WELLS FARGO CON SU INFORMACION PERSONAL? �Quien proporciona Las companfas de Wells Fargo en Jos EE.UU.cuyos nombres incluyen Wells Fargo y Wachovia,y otras este aviso? companfas incluidas en la secci6n de entidades legales de Wells Fargo en los EE.UU. minim 11M IN 101 ZDe clue modo protege A fin de proteger su informaci6n personal contra el acceso y el use no autorizados,utilizamos medidas Wells Fargo mi informaci6n de seguridad que cumplen con la ley federal.Estas medidas incluyen salvaguardas para computadoras,y personal? archivos y edificios protegidos.Para obtener mas informaci6n,visite wellsfargo.com/privacy_security (s6lo disponible en ingles). �De que modo recopila Recopilamos su informaci6n personal,por ejemplo,cuando usted: Wells Fargo mi informaci6n ■abre una cuenta o hace dep6sitos o retiros de sus cuentas personal? ■solicita un prestamo o usa su tarjeta de credito o de debito ■pide asesoramiento sobre sus inversiones Tambien recopilamos su informaci6n personal de terceros,como agencias de informaci6n crediticia, afiliadas u otras companfas. ZPor que no puedo limitar La ley federal le otorga el derecho de limitar unicamente: totalmente la informaci6n ■que se comparta informaci6n a los fines de las actividades comerciales diarias de las afiliadas, que se comparte? informaci6n sobre su solvencia ■que las afiliadas utilicen su informaci6n para ofrecerle sus productos o servicios ■que se comparta informaci6n para que las companfas no afiliadas le ofrezcan sus productos y servicios Las leyes estatales y las companfas individuales pueden otorgarle derechos adicionales para limitar la informaci6n que se comparte.Consulte a continuaci6n para obtener mas informaci6n sobre sus derechos en virtud de la ley estatal. ZQue sucede cuando limito Sus opciones se aplicaran individualmente,a menos que usted nos indique to contrario.Cualquiera de los la informaci6n que se titulares de cuenta puede expresar una preferencia de privacidad en nombre de los otros titulares de comparte de una cuenta cuenta conjunta. que tengo en forma conjunta con otra persona? Afiliadas Companfas relacionadas mediante la titularidad o el control comun.Pueden ser companfas financieras y no financieras. ■Nuestras afiliadas incluyen companfas financieras cuyos nombres incluyen Wells Fargo,tales como Wells Fargo Bank,N.A.,(incluidas sus divisiones de Wachovia Bank y Wachovia Bank of Delaware), Wells Fargo Insurance,Inc.y Wells Fargo Advisors,LLC. No afiliadas Companfas no relacionadas mediante la titularidad o el control comun.Pueden ser companfas financieras y no financieras. ■Wells Fargo no comparte informaci6n con companfas no afiliadas para que puedan ofrecerle sus productos y servicios. Mercadeo conjunto Un acuerdo formal entre companfas financieras no afiliadas quejuntas comercializan productos o servicios financieros para usted. ■ Wells Fargo no efectua mercadeo conjunto. Page 2 of 3 l!ib ,ri pgoriiirYo / lI I I I I �I I E =�II�,-� Aviso importante sobre el informe de credito:Podemos proporcionar datos sobre su(s)cuenta(s)a las agencias de informaci6n crediticia y/o a las agencias de informes de credito del consumidor.Los pagos atrasados o no efectuados,u otros incumplimientos en su(s)cuenta(s) pueden reflejarse en su informe de credito y/o informe del consumidor. Polftica de No Llamar.Esta Polftica de Privacidad constituye la Polftica de No Llamar de Wells Fargo en virtud de la Telephone Consumer Protection Act(Ley de Proteccion de Consumidores de LlamadasTelef6nicas),para todos Jos consumidores.Wells Fargo mantiene una lista interna de preferencias de No Llamar.Las solicitudes de No Llamar se respetar6n en el transcurso de 30 dfas y estar6n en vigencia por to menos cinco anos a partir de la fecha de la solicitud.No se efectuar6n Ilamadas de telemercadeo a los n6meros telef6nicos residenciales o celulares que aparecen en la lista de No Llamar de Wells Fargo. Residentes de Nevada:Le estamos proporcionando este aviso conforme a la ley estatal.Puede solicitar que incluyamos su nombre en nuestra Lista Interna de No Llamar siguiendo las instrucciones de la secci6n"Para limitar el mercadeo director.Para obtener m6s informaci6n, comuniquese con nosotros al 1-877-727-2932;a nevadanoticeinfo@wellsfargo.com,o a Wells Fargo,P.O.Box 5277,Sioux Falls,SD 57117-5277. O bien,comuniquese con la oficina del Fiscal General de Nevada:Bureau of Consumer Protection,Office of the Nevada Attorney General, 555 E.Washington St.,Suite 3900,Las Vegas,NV 89101;702-486-3132; BCPINFO@aq.state.nv.us. Vermont:Tratamos autom6ticamente a los clientes con direcci6n postal en Vermont como si hubieran limitado la informaci6n que se comparte con nuestras afiliadas,tal como se establece en la p6gina uno. Las cuentas de fideicomiso para las cuales Wells Fargo act6a como fideicomisario,est6n protegidas por reglas especiales de confidencialidad. La informaci6n de las cuentas de fideicomiso no se comparte con fines de mercadeo sin un consentimiento especffico. Asesores financieros de Wells Fargo Advisors:Si la relaci6n de su asesor financiero con Wells Fargo Advisors finaliza y este se incorpora a una firma de agentes de corretaje de valores no afiliada,es posible que se permita que su asesor financiero utilice informaci6n limitada para comunicarse con usted para que se incorpore a la nueva firma,como un medio habitual de continuar prest6ndole servicios y mantener sus cuentas.La informaci6n que puede utilizar se limita a su nombre,direcci6n,direcci6n de correo electr6nico,n6mero de telefono y titular de la cuenta. f1 ir13 it`v r'�`r rii Ar�i6`IrYii uv�' r.i all nrr11[21rvi�n1�r i,l , IIII I �21 )11 I rti n �� n Los bancos y las companfas de Wells Fargo en los EE.UU,cuyos nombres incluyen"Wells Fargo"o"Wachovia",incluidos Wachovia Bank y Wachovia Bank of Delaware,divisiones de Wells Fargo Bank,N.A.,asf como:Wells Fargo Advisors,LLC;Wells Fargo Bank,N.A.que opera como Flatiron Capital;American Mortgage Network,LLC,que opera como Vertice. Esta Declaraci6n Informativa de Privacidad tambien describe las pr6cticas de privacidad de First Clearing,LLC("First Clearing"),que es una c6mara de compensaci6n afiliada de Wells Fargo Advisors,LLC.First Clearing no ofrece productos y servicios a titulares de cuentas manejadas por First Clearing ni proporciona informaci6n con respecto a dichas cuentas,o en relaci6n con su solvencia,a otras companfas de Wells Fargo o Wachovia para sus propios fines de mercadeo o a los fines de las actividades comerciales diarias,y las opciones en este aviso no se aplican a First Clearing. Las siguientes entidades Jegales no est6n cubiertas por este aviso y tienen avisos de privacidad por separado: ®cualquier companfa no bancaria cuyo nombre incluya"Wells Fargo Financial' ®Wells Fargo Financial National Bank ®los fondos Wells Fargo Advantage Funds ®Wells Fargo Advisors Financial Network,LLC ®cualquier companfa de seguros,agencia de seguros o companfa de corretaje de seguros o de otro tipo que tenga sus propias declaraciones de privacidad. Page 3 of 3 EXHIBIT WELLS FARGO STAGECOACH SWEEP SERVICE DESCRIPTION 1. Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. ("Bank") Stagecoach Sweep service ("Service"). "Service Documentation" is defined in Bank's Master Agreement for Treasury Management Services ("Master Agreement"). The Service Documentation includes the Acceptance of Service ("Acceptance"), and "Company" is the company identified in the Acceptance. 2. Description of Service. The Service enables Company to link each domestic demand deposit account Company enrolls in the Service ("Account") to (a) one of the non FDIC insured options described in Section 4 (each, an "Investment Sweep Option") or (b) Company's FDIC insured Money Market Savings Account ("Savings Account") as described in section 6. Company may also link Company's Account to Company's line of credit with Bank ("Credit Sweep Option"), as described in section 7. At the end of each Business Day, funds are transferred automatically or "swept" from the Account in accordance with Company's designation(s) in the Acceptance. The amount swept ("Transferable Balance") is the Collected Balance in the Account less the Target Collected Balance. The "Collected Balance" is the amount available for immediate withdrawal from the Account. The "Target Collected Balance" is the amount that Bank and Company have agreed will be maintained in the Account. A "Business Day" is every day except Saturdays, Sundays, federal holidays and days when the New York Stock Exchange is closed. Company may access its funds only through the Account(s) it has enrolled in the Service. Circumstances in which the entire Transferable Balance may not be invested are described in section 5. Important disclosures pertaining to the Investment Sweep Options are set forth in sections 8 through 12 and 14. 3. Authorization. Company appoints Bank as its agent to act with respect to the Service and the Investment Sweep Option Company has elected in the Acceptance. 4. Investment Sweep Options. Bank offers the following Investment Sweep Options, each of which is subject to section 5: 4.1. Wells Fargo Stagecoach Sweep Preferred Option. The Transferable Balance that is (a) equal to or greater than $100,000 will be swept to Bank's designated account at Bank's Cayman Islands Branch ("Offshore Account"), or (b) less than $100,000 will remain in the Account and not earn interest. At the beginning of the next Business Day the entire amount held in Company's Investment Sweep Option, less any earnings, will be swept back to the Account. 4.2. Wells Fargo Stagecoach Sweep Preferred Option with secondary Wells Fargo Stagecoach Sweep Repurchase Agreement Option. If the Transferable Balance is (a) equal to or greater than $100,000, the entire amount will be swept to the Offshore Account, or (b) less than $100,000, the entire amount will be swept to the Wells Fargo Stagecoach Sweep, Repurchase Agreement ("Repurchase Agreement") Option. Any portion of the Transferable Balance not swept to a Repurchase Agreement will remain in the Account and not earn interest. At the beginning of the next Business Day the entire amount held in Company's Investment Sweep Option, less any earnings, will be swept back to the Account. TM-1997 Stagecoach Sweep Service Description Page 1 of 9 Revised 10-17-2011 4.3. Wells Fargo Stagecoach Sweep Repurchase Agreement Option with secondary Wells Fargo Stagecoach Sweep Preferred Option. The Transferable Balance will be swept to the Wells Fargo Stagecoach Sweep Repurchase Agreement ("Repurchase Agreement") Option. Any portion of the Transferable Balance which is not swept to a Repurchase Agreement will be swept to the Offshore Account, provided such portion is equal to or greater than $100,000; otherwise such portion will remain in the Account and not earn interest. At the beginning of the next Business Day the entire amount held in Company's Investment Sweep Option, less any earnings, will be swept back to the Account. 4.4. Wells Fargo Stagecoach Sweep Repurchase Agreement Option. The Transferable Balance will be swept to the Wells Fargo Stagecoach Sweep Repurchase Agreement ("Repurchase Agreement") Option. Any portion of the Transferable Balance not swept to a Repurchase Agreement will remain in the Account and not earn interest. At the beginning of the next Business Day the entire amount held in Company's Investment Sweep Option, less any earnings, will be swept back to the Account. 4.5. Wells Fargo Stagecoach Sweep, Money Market Mutual Fund ("MMMF") Option. The Transferable Balance will be transferred to an omnibus deposit account at Bank. At the beginning of the next Business Day, the Transferable Balance will be transferred from the omnibus deposit account at Bank to an omnibus investment account in Bank's name at the custodian of the MMMF. MMMF shares belonging to multiple Bank customers are held in this investment account. Any portion of the Transferable Balance not swept to the MMMF will remain in the Account, and no dividends will accrue on it. If the Collected Balance in the Account on any Business Day is less than the Target Collected Balance, Bank will redeem a sufficient number of Company's MMMF shares, as determined on the Business Day following the Business Day on which this shortfall occurs, to restore the Collected Balance to the Target Collected Balance. Purchases and redemptions of MMMF shares in connection with this Investment Sweep Option may occur only through deposits to or withdrawals from the Account. This option is available only to entities having a United States presence, as demonstrated by a U.S. mailing address in Bank's records for Company. 4.6. Wells Fargo Stagecoach Sweep Commercial Paper Option. The Transferable Balance will be invested in Wells Fargo & Company's commercial paper ("Commercial Paper") which will be payable to and held by Bank solely as agent for Stagecoach Sweep customers that have chosen Commercial Paper as their Investment Sweep Option. Any portion of the Transferable Balance not swept to Commercial Paper will remain in the Account and not earn interest. At the beginning of the next Business Day, the entire amount held in Company's Investment Sweep Option, less any earnings, will be swept back to the Account. 5. Maximum Investment Amount; Transferable Balance Not Invested; Earnings on Investment Sweep Option. 5.1. Maximum Investment Amount. If Company has designated a maximum amount for investment in Company's Investment Sweep Option ("Maximum Investment Amount"), then the maximum amount invested for Company on any given Business Day will equal the lesser of the Company's Transferable Balance or Maximum Investment Amount. Any portion of Company's Transferable Balance that is not invested pursuant to this section 5.1 will remain in the Account and not earn interest. TM-1997 Stagecoach Sweep Service Description Page 2 of 9 Revised 10-17-2011 5.2. Transferable Balance Not Invested. Bank will exercise reasonable efforts to invest the entire Transferable Balance but reserves the right to invest less when Bank determines in its sole discretion that the entire Transferable Balance exceeds the amount Bank is able to invest for Company in the ordinary course of business. Any Transferable Balance not invested pursuant to this section 5.2 will be held in accordance with Company's Investment Sweep Option. 5.3. Earnings on Company's Investment Sweep Option. Bank will handle any earnings on Company's Investment Sweep Option in accordance with Company's separate instructions to Bank. 6. Wells Fargo Money Market Savings Account Sweep Option. At the end of each Business Day, the Transferable Balance will be swept to the Company's Savings Account. If the Ledger Balance in the Account on any Business Day is negative, Bank will, up to five times per monthly statement period for the Savings Account, transfer collected funds from the Savings Account to the Account to restore the ledger balance in the Account to a positive status (or to the Target Collected Balance, if applicable). If the Ledger Balance in the Account is negative for a sixth time during the monthly statement period, Bank will transfer the entire collected balance in the Savings Account to the Account and initiate no more sweeps of the Transferable Balance to the Savings Account for the remainder of the monthly statement period. 7. Credit Sweep Option. At the end of each Business Day, the Transferable Balance will first be applied to the outstanding balance on the line of credit specified by Company in the Acceptance ("LOC"). Any remaining funds will then be deemed to be the Transferable Balance with respect to the Investment Sweep Option or MMS Account that Company may have also selected. If the Collected Balance is less than the Target Collected Balance, funds will be advanced from the LOC and credited to the Account. The application of payments to and advances from the LOC are governed by the documents governing the LOC as amended or replaced from time to time (collectively, "Loan Documentation"). Bank may terminate the Credit Sweep Option immediately without notice to Company if an event of default occurs under the Loan Documentation. 8. Disclosures Applicable To Each Investment Sweep Option. NO EMPLOYEE OR AGENT OF BANK HAS BEEN AUTHORIZED TO PROVIDE ANY INFORMATION OR TO MAKE ANY REPRESENTATION REGARDING A SWEEP OPTION OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THE SERVICE DOCUMENTATION AND IF SUCH INFORMATION IS PROVIDED OR SUCH A REPRESENTATION IS MADE, IT MAY NOT BE RELIED UPON AS BEING AUTHORIZED BY BANK. 9. Additional Disclosures Applicable to Wells Fargo Stagecoach Sweep Preferred Option. FUNDS TRANSFERRED TO BANK'S OFFSHORE ACCOUNT ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION THE UNITED STATES GOVERNMENT OR ANY GOVERNMENT AGENCY; IN A LIQUIDATION HAVE LESSER PREFERENCE THAN DEPOSITS HELD IN THE UNITED STATES, AND ARE SUBJECT TO CROSS-BORDER RISKS. 9.1. General. Funds held in Bank's Offshore Account in accordance with the Wells Fargo Stagecoach Sweep Preferred Option in sections 4.1, 4.2 and 4.3 are denominated in United States Dollars and payable only at Bank's Cayman Islands Branch. This Branch is a foreign branch located in Grand Cayman, Cayman Islands, British West Indies. Funds in Bank's Offshore Account are subject to the laws of the Cayman Islands, including existing and future laws, regulations and governmental actions regarding TM-1997 Stagecoach Sweep Service Description Page 3 of 9 Revised 10-17-2011 exchange controls, assets seizures and other restrictions. Bank does not accept responsibility for any failure to make transfers with respect to funds held in Bank's Offshore Account as a result of exchange or other governmental controls or other extraordinary circumstances beyond Bank's reasonable control. 9.2. Interest. Funds in Bank's Offshore Account will bear interest at a variable rate determined by Bank from time to time in its sole discretion. Interest on funds in Bank's Offshore Account will be calculated on a simple basis and credited to the Account as agreed by Company and Bank. If Company has elected to be paid interest on a monthly basis, pending any such payment, Company's interest accrued each day from the Offshore Account will continue to accrue and compound on a daily basis. For advance information about the interest rate on any given Business Day, Company may contact its relationship manager at Bank. 9.3. Statements. Bank will make a periodic statement available to Company showing the Account balance for each day in, and the amount of interest earned for, the statement period. Additionally, Company may elect to receive a daily confirmation showing the Account balance and the amount of interest earned for the preceding day. 10. Additional Disclosures Applicable to Wells Fargo Stagecoach Sweep Repurchase Agreement Option. INVESTMENTS IN REPURCHASE AGREEMENTS ARE NOT DEPOSITS, ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION AND ARE NOT GUARANTEED BY THE UNITED STATES GOVERNMENT OR ANY AGENCY OF IT, OR BY BANK, NOR IS BANK'S OBLIGATION TO REPURCHASE COMPANY'S FRACTIONAL INTEREST IN ANY SECURITIES ACQUIRED UNDER REPURCHASE AGREEMENTS. THE MASTER REPURCHASE AGREEMENT CONTAINS SPECIFIC PROVISIONS AND ADDITIONAL DISCLOSURES. PLEASE READ IT CAREFULLY. THE REPO SECURITIES MAY OR MAY NOT BE GUARANTEED BY THE UNITED STATES GOVERNMENT BUT ANY SUCH GUARANTY DOES NOT FLOW TO COMPANY. ALL SECURITIES CARRY INVESTMENT RISK AND MAY LOSE VALUE. THE RATE OF RETURN ON THE REPURCHASE AGREEMENT INVESTMENT IS NOT THE SAME AS THE RATE OF RETURN ON THE UNDERLYING GOVERNMENT SECURITIES. GENERAL BANKING ASSETS MAY BE USED TO SATISFY BANK'S REPURCHASE OBLIGATIONS TO COMPANY. 10.1. General. If Company has elected an Investment Sweep Option that includes a Repurchase Agreement, then the Master Repurchase Agreement including Annex I between Company and Bank (collectively, "Master Repurchase Agreement") is part of the Service Documentation. If there is a conflict between a term in this Service Description and a term in the Master Repurchase Agreement, the term in this Service Description will control. 10.2. Purchases and Sales. In accordance with, and as more particularly described in, the Master Repurchase Agreement, and subject to the limitations described in section 10.3, Bank will sell to Company on each Business Day on which there is a Transferable Balance an interest ("Fractional Interest") in a pool of securities used by Bank as repurchase agreement collateral ("Repo Securities"), which will be described in a written confirmation to Company (see section 10.7). TM-1997 Stagecoach Sweep Service Description Page 4 of 9 Revised 10-17-2011 Subject to section 10.3 regarding purchase increments, the price of Company's Fractional Interest ("Purchase Price") will equal the Transferable Balance. The Fractional Interest equals a fraction having the Transferable Balance as its numerator and the market value of the Repo Securities owned by Bank on the purchase date as its denominator. On each Business Day following the sale to Company of a Fractional Interest, Bank will repurchase that Fractional Interest from Company at (a) the Purchase Price thereof, regardless of any fluctuation in the market value of the Repo Securities, payable immediately, plus (b) a rate of return equal to 1/360 of the Pricing Rate, payable at the time agreed by Company and Bank. The "Pricing Rate" is a variable rate determined by Bank from time to time in its sole discretion and will be reflected in the confirmation sent to Company. For advance information regarding the Pricing Rate on any given Business Day, Company may contact its relationship manager at Bank. The Service will be governed by all applicable federal and state laws and regulations, including without limitation any requirements applicable to "public funds". Company represents and warrants to Bank that Company (i) is authorized pursuant to its governing documents and applicable law to enter into repurchase agreements; (ii) is authorized pursuant to its governing documents and applicable law to invest in the type of securities designated by Bank in connection with Company's repurchase agreement transactions; and (iii) has obtained all necessary approvals required by its governing documents and applicable law, including but not limited to resolutions of Company's governing body to enter into the Master Repurchase Agreement. 10.3. Purchase Increments. To avoid odd lot purchases of Repo Securities, Bank may require that Transferable Balances be used to purchase Company's Fractional Interest in increments of$100 (with any unused Transferable Balance remaining in the Account). 10.4. Holding of Securities. Unless required by applicable law, Bank and its custodian will be permitted to hold, transfer and deliver Repo Securities by segregation in bulk together with other securities held for the benefit of other Bank customers pursuant to other repurchase agreements. On the date that Bank repurchases Company's Fractional Interest, any Repo Securities designated to Company as collateral will be released to Bank's account. Bank acts as Company's agent and in the event of default (i.e., Bank failure) Company has the right to direct Bank to sell the Repo Securities and apply the proceeds in satisfaction of Bank's obligations to Company under this Repurchase Option. 10.5. Right of Substitution. Bank will not have any right of substitution with respect to the Repo Securities. 10.6. Margin. Because all repurchase transactions under the Investment Sweep Option are overnight securities transactions backed by the federal government or federal agency securities in which Bank has an interest, Bank will not be required to maintain margin (instead, Company will have the security interest described in section 14.2). In addition, because Company will purchase its Fractional Interest from Bank using the Transferable Balance, and only if a Transferable Balance is available on any given Business Day to execute such transaction, Company will not be required to maintain margin. 10.7. Pledge of Securities. Although the Repo Securities may be guaranteed as to principal and interest by the federal government or by the issuing federal agency, any such guarantee runs only to Bank by virtue of its direct ownership of the Repo Securities and does not extend to Company as a Fractional Interest holder. To collateralize Bank's repurchase obligation, a security interest in certain Repo Securities is transferred to TM-1997 Stagecoach Sweep Service Description Page 5 of 9 Revised 10-17-2011 Company. This security interest is described in section 14.2. In addition, the market value of the Repo Securities may fluctuate rendering liquidation insufficient to fulfill the Bank's entire obligation to Company in a default situation. If the liquidation value of the Repo Securities is insufficient for full reimbursement, or if another creditor successfully claims rights to the securities, then Company will have to look to other assets of Bank as an unsecured general creditor for repayment of any uncovered portion of the repurchase obligation. 10.8. Confirmations and Statements. Bank will make a daily confirmation available to Company showing Company's principal sweep amount, purchase date, repurchase date, Fractional Interest, market price and the CUSIP number(s) of the Repo Securities, and accrued rate of return credited for the preceding Business Day. The confirmation, together with the Service Documentation, will constitute conclusive evidence of the terms agreed between Company and Bank with respect to the transaction to which the confirmation relates, unless with respect to the confirmation specific objection is made promptly after receipt thereof. In the event of a conflict between a term of the confirmation and the Service Documentation, the confirmation will control. Bank will also make a periodic statement available to Company showing the Account balance for each day in, and the amount of interest earned for, the statement period. 11. Additional Disclosures Applicable to Wells Fargo Stagecoach Sweep Money Market Mutual Fund Option. MONEY MARKET MUTUAL FUNDS (EACH, A "MMMF") ARE NOT FDIC INSURED, HAVE NO BANK GUARANTY AND MAY LOSE VALUE. AN INVESTMENT IN A MMMF IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ALTHOUGH THE MMMFs SEEK TO PRESERVE THE VALUE OF COMPANY'S INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN A MMMF. FOR MORE INFORMATION REGARDING WELLS FARGO ADVANTAGE FUNDS INCLUDING THE MMMF OPTION COMPANY SELECTED, OBTAIN A CURRENT PROSPECTUS BY CALLING 1-800-260-5969, OR BY VISITING WWW.WELLSFARGO.COM/ADVANTAGEFUNDS. CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF THE INVESTMENT CAREFULLY BEFORE INVESTING. THIS AND OTHER INFORMATION ABOUT WELLS FARGO ADVANTAGE FUNDS CAN BE FOUND IN A CURRENT PROSPECTUS. PLEASE READ IT CAREFULLY BEFORE INVESTING. WELLS FARGO FUNDS MANAGEMENT, LLC, A WHOLLY OWNED SUBSIDIARY OF WELLS FARGO & COMPANY, PROVIDES INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES FOR WELLS FARGO ADVANTAGE FUNDS®. OTHER AFFILIATES OF WELLS FARGO & COMPANY PROVIDE SUB-ADVISORY AND OTHER SERVICES FOR THE FUNDS. THE FUNDS ARE DISTRIBUTED BY WELLS FARGO FUNDS DISTRIBUTOR, LLC, MEMBER FINRA/SIPC, AN AFFILIATE OF WELLS FARGO & COMPANY. 11.1. General. If Company has elected the MMMF Investment Sweep Option, then it acknowledges receiving a copy of the prospectus relating to MMMF shares that will be purchased using this Investment Sweep Option. This prospectus forms part of the Service Documentation and will control over the other Service Documentation with respect to the MMMF shares. TM-1997 Stagecoach Sweep Service Description Page 6 of 9 Revised 10-17-2011 11.2. Purchase of Shares. Bank will transfer funds to purchase shares of the MMMF at their net asset value ("NAV") as determined on the Business Day following the transfer of Company's Transferable Balance to the omnibus deposit account at Bank. Company's shares of the MMMF ("Investment Balance") will be held in Bank's name, as agent on behalf of all of its customers invested in the MMMF, in an omnibus investment account at the custodian for the MMMF. Company's funds held in the omnibus deposit account at Bank are eligible for FDIC insurance; Company's Investment Balance is not FDIC insured. 11.3. Statements. Bank will make a periodic statement available to Company showing the Investment Balance and Company's purchases and redemptions of MMMF shares during the statement period. Company may also telephone Bank at its customer service number (1-800-289-3557) to determine the Investment Balance as of the close of the previous Business Day. 11.4. Termination, Suspension of Service. Company's investment in the MMMF shares will be credited by Bank to the Account within three Business Days from Bank's (i) receipt of a notice from Company to Bank terminating the Service or (ii) suspension of the Service, on the closing price of the Business Day on which Company's MMMF shares are sold. Accrued dividends attributable to the period when the Investment Sweep Option was in effect will be paid no later than the fifth Business Day of the month following the last month that the Investment Sweep Option was in effect. 11.5. Shareholder Communications. All shareholder communications with respect to the MMMF will be forwarded to Company's current address as shown on Bank's records. 11. 6. Dividend Accruals. Daily dividend accruals are based on the Investment Balance at the end of each day. If Company's Account is credited for a MMMF redemption on a day preceding a non-Business Day, the redemption amount will be subtracted from the Investment Balance before the non-Business Day dividend accruals are calculated. 12. Additional Disclosures Applicable to Wells Fargo Stagecoach Sweep Commercial Paper Option. THE COMMERCIAL PAPER CONSTITUTES AN UNSECURED OBLIGATION OF WELLS FARGO & COMPANY ONLY AND IS NOT AN OBLIGATION OF BANK. THE COMMERCIAL PAPER IS NOT A DEPOSIT, IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, AND IS NOT INSURED OR GUARANTEED IN ANY WAY BY THE UNITED STATES GOVERNMENT OR ANY AGENCY THEREOF. THE COMMERCIAL PAPER IS BEING ISSUED UNDER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND OF VARIOUS STATE SECURITIES LAWS, AND HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATORY AUTHORITY. 12.1. Wells Fargo & Company Information. Wells Fargo & Company is a diversified financial services company organized under the laws of the State of Delaware and registered as a financial holding company and a bank holding company under the Bank Holding Company Act of 1956, as amended. Its businesses provide banking, insurance, investment, mortgage and consumer finance through stores, the Internet and other distribution channels across North America and elsewhere internationally. Wells Fargo & Company files annual, quarterly and special reports, proxy statements and other information with the U.S. Securities and Exchange Commission ("SEC"). Copies of Wells Fargo & Company's SEC filings are available to the public over the Internet at the TM-1997 Stagecoach Sweep Service Description Page 7 of 9 Revised 10-17-2011 SEC's web site at ijt!p./// w,sec.m ov. Copies of these filings are also available free of charge by writing to the Wells Fargo & Company Corporate Secretary's Office, Wells Fargo Center, Sixth and Marquette, MAC N9305-173, Minneapolis, MN 55479. 12.2. General. Funds transferred to Commercial Paper pursuant to this Service Description will constitute a loan by Company to Wells Fargo & Company. 12.3. Special Customer Eligibility Requirements. In connection with any investment made by Company in Wells Fargo Commercial Paper, Company represents and warrants to Wells Fargo & Company and Bank that Company (a) is a sophisticated investor for purposes of applicable federal and state securities laws and interpretations applicable to investments by such investors, including investments in commercial paper, (b) is qualified to make an investment in Wells Fargo Commercial Paper, and (c) understands the risks of investing in commercial paper generally. 12.4. Interest. Funds held in the Commercial Paper Option will bear interest at a variable rate determined by Bank from time to time in its sole discretion and will be credited to the Account as agreed by Company and Bank. If Company has elected to be paid interest on a monthly basis, pending any such payment, Company's interest accrued each day on the Commercial Paper will continue to accrue and compound on a daily basis. For advance information about the interest rate on any given Business Day, Company may contact its relationship manager at Bank. 12.5. Statements. Bank will make a periodic statement available to Company showing the Account balance for each day in, and the amount of interest earned for, the statement period. Additionally, Company may elect to receive a daily confirmation showing the Account balance and the amount of interest earned for the preceding day. 12.6. Company's Right to Enforce Remedies. In the event of any default by Wells Fargo & Company on any Commercial Paper, Company will have the right to maintain an action in its own name against Wells Fargo & Company to enforce its rights and remedies under the Commercial Paper. 13. Additional Disclosures Applicable to Wells Fargo Money Market Savings Account Sweep Option. Company's Savings Account is governed by Bank's Commercial Account Agreement and applicable Treasury Management pricing schedule, both of which are made available separately to Company. 14. FDIC Disclosures. FDIC regulations require all insured depository institutions to disclose in writing to sweep account customers whether funds in a sweep account are deposits within the meaning of 12 U.S.C. 1813(I) and, if the funds are not deposits, the status such funds would have if the depository institution failed. 14.1. Wells Fargo Stagecoach Sweep Preferred Option. Funds held on Company's behalf in Bank's Offshore Account are not deposits. If Bank were to fail, these funds would be treated as non-deposit, unsecured, general creditor claims against the receivership and will not be eligible for FDIC insurance or depositor preference status. 14.2. Wells Fargo Stagecoach Sweep Repurchase Agreement Option. Company's Fractional Interest is not a deposit. The Repurchase Agreement Option meets the FDIC's requirements for a properly executed repurchase agreement. If Bank were to fail, Company's funds used to purchase Company's Fractional Interest would not be eligible for FDIC insurance. The FDIC would treat Company as a secured creditor to the extent of the then-current value of Company's Fractional Interest and as an unsecured TM-1997 Stagecoach Sweep Service Description Page 8 of 9 Revised 10-17-2011 general creditor to the extent the Repurchase Price exceeded the then-current value of Company's Fractional Interest. 14.3. Wells Fargo Stagecoach Sweep Money Market Mutual Funds Option. Funds held on Company's behalf in the omnibus deposit account at Bank are deposits and are insured under applicable FDIC insurance rules and limits. Company's MMMF shares held in the omnibus investment account in Bank's name at the custodian of the MMMF are not deposits and will not be eligible for FDIC insurance. Company is the owner of its MMMF shares. 14.4. Wells Fargo Stagecoach Sweep Commercial Paper Option. Funds invested on Company's behalf in Commercial Paper are not deposits and are not eligible for FDIC insurance. Company is an unsecured general creditor of Wells Fargo & Company to the extent of its investment in Commercial Paper. 14.5. Wells Fargo Money Market Savings Account Sweep Option. Funds held in Company's Savings Account are deposits. ©2010 Wells Fargo Bank, N.A. All rights reserved. TM-1997 Stagecoach Sweep Service Description Page 9 of 9 Revised 10-17-2011 Maw PAYMENT AUTHORIZATION SERVICE DESCRIPTION M 1 Introduction. This Service Description is part of the Service Documentation governing the Wells Fargo Bank, N.A. ("Bank") Payment Authorization Service ("Service"). "Service Documentation" is defined in Bank's Master Agreement for Treasury Management Services ("Master Agreement"). The Service Documentation includes the Acceptance of Services ("Acceptance"), and "Company" is the company identified in the Acceptance. 2. Description of Service. Company may, by executing and delivering to Bank a Payment Authorization Service Set-up Form, elect to utilize the Service for deposit accounts which Company maintains at Bank (each an "account"). Under the terms of the Service, Bank will without Company's specific approval as to any particular Item, (a) automatically return unpaid (marked "REFER TO MAKER") Items drawn against the account which are presented to Bank, and which exceed the "Maximum Dollar Authorized Payment Amount" specified on the Setup Form, (b) refuse encashment of Items drawn against the account which are presented to Bank through its branch/store network, and which exceed the "Maximum Check Cashing Amount" specified on the Setup Form, (c) refuse withdrawal requests against the account which are presented to Bank through its branch/store network, and which exceed the "Maximum over the Counter Withdrawal Amount" specified on the Setup Form, and/or (d) refuse encashment of Items drawn against the account which are presented to Bank through its branch/store network, and which are made payable to an individual. ©2010 Wells Fargo Bank, N.A. All rights reserved. TM-1420 Payment Authorization Service Description Page 1 of 1 Revised 0113112010 EXHIBIT TRUST AGREEMENT FOR THE FORT WORTH PERMANENT FUND This Trust Agreement (the "Agreement") is entered into by and between the City of Fort Worth, a home rule municipal corporation of the State of Texas located within Tarrant, Denton, Parker and Wise Counties, Texas, as Grantor (the "City"), and Wells Fargo Bank, N.A., as the Trustee. ARTICLE I CREATION OF THE TRUST; PURPOSE AND INTENT A. Creation of the Trust. In connection with the execution of this Agreement, the City assigns certain property to Wells Fargo Bank, N.A., as Trustee. Trustee agrees to receive and hold such assigned property and all other property which may hereafter be assigned to it as Trustee of this trust (the "Trust"), and any income earned from the investment of such property, pursuant to the provisions of this Agreement, provided, however, that the Trustee shall have the right to refuse to accept property(other than United States currency) that the Trustee deems to be unacceptable in the reasonable exercise of Trustee's discretion. This Trust will be known as "The Fort Worth Permanent Fund." It shall be sufficient that it be referred to as such in any other instrument. B. Purpose and Intent. This Trust is to be administered solely for the benefit of the City, subject to the additional restrictions and limitations set forth in this Agreement. The purpose of this Trust is to enable prudent financial management of gas well revenues derived from bonuses and royalties received from city-owned lands and other funds representative of mineral revenues (the "Property") to ensure the long-term preservation and growth of the Trust estate to provide a long-term source of revenue for the benefit of both present and future citizens of the City. The City intends that this Trust be treated as a wholly owned grantor trust as contemplated under subchapter J of subtitle A of the Internal Revenue Code of 1986, as amended (the "Code"), and that the City be the deemed owner of the income, gains, deductions, losses and credits of the Trust for federal income tax purposes. All provisions of this Agreement shall be construed consistent with this intent. C. Trust a Separate Entity from the City. The Trust shall be a separate legal entity from the City and the Trustee, and the Trustee shall have sole responsibility and authority for the Trustee's procedures, personnel, and books and the Trust's accounts. Absent a written agreement to the contrary, (i) neither the City nor its elected officials, employees, or agents shall be liable for the obligations, liabilities, acts or omissions of the Trust and the Trustee, and (ii) neither the Trust nor the Trustee shall be liable for the obligations, liabilities, acts or omissions of the City. Neither the corpus of the Trust nor any income, revenue, return or gain thereon shall be used to pay or provide for or secure the payment of any bonds, notes, certificates or other obligations of the City or its instrumentalities, the interest on which for federal income tax purposes is excludable from gross income, as defined in section 61 of the Internal Revenue Code of 1986, as amended, of the owners thereof pursuant to section 103 of the Code. Trust Agreement Page 1 of 11 OFFICIAL RECORD for The Fort Worth Permanent Fund ARTICLE II ADDITIONS TO TRUST Subsequent to the Effective Date (as hereinafter defined), the Trust may receive and accept Property from the City to be held, managed and distributed in accordance with, and pursuant to, the provisions of this Agreement, provided, however, that the Trustee shall have the right to refuse to accept property (other than cash transfers from a United States bank) that the Trustee deems to be unacceptable in the reasonable exercise of Trustee's discretion. When assigning Property to the Trust, the City shall notify the Trustee of the source of the amounts contributed to the Trust and shall name the particular fund or sub-account of the Trust (as described in Article III of this Agreement) to which the Property shall be allocated. The Trust is prohibited from receiving and accepting any property from the City without the notification and account designation described above. In addition, the Trust is prohibited from receiving and accepting any property directly from any other party, provided however, that this prohibition shall not preclude the receipt or acceptance of income produced by Trust assets or of proceeds derived from the sale or transfer of Trust assets in accordance with the terms of this Agreement. ARTICLE III SEPARATE FUNDS OF THE TRUST A. Funds. After the Effective Date, the Trustee is to establish a consolidated trust account (i.e. the Fort Worth Permanent Fund) with the Property of the Trust divided into five (5) separate funds or sub accounts (collectively the"Funds") as follows: (1) The Aviation Endowment Gas Lease Fund. Amounts contributed to the Trust that represent Property attributable to airports owned by the City shall be allocated to the Aviation Endowment Gas Lease Fund. (2) The Nature Center Endowment Gas Lease Fund. Amounts contributed to the Trust that represent Property attributable to the Fort Worth Nature Center and Refuge shall be allocated to the Nature Center Endowment Gas Lease Fund. (3) The Park System Endowment Gas Lease Fund. Amounts contributed to the Trust that represent Property attributable to public parks owned by the City shall be allocated to the Park System Endowment Gas Lease Fund. Trustee shall divide and account for the Park System Endowment Gas Lease Fund between the "Restricted Park Endowment Gas Lease Fund" and the "Unrestricted Park Endowment Gas Lease Fund" in accordance with written direction provided by the City at the time assets are transferred. (4) The Water and Sewer Endowment Gas Lease Fund. Amounts contributed to the Trust that represent Property attributable to the water and sewer systems of the City shall be allocated to the Water and Sewer Endowment Gas Lease Fund. Trust Agreement Page 2 of 11 for The Fort Worth Permanent Fund (5) The General Endowment Gas Lease Fund. Any other amounts contributed to the Trust that represent Property not generated from a specific source identified above shall be allocated to the General Endowment Gas Lease Fund. In determining the source to which the Property is attributable for purposes of fund allocation, the Trustee shall be entitled to rely exclusively upon the City's written direction. The Trustee shall, upon the direction of the City, from time to time create additional separate funds at the time the City assigns additional Property to the Trust. Likewise, the Trustee shall, upon the direction of the City, from time to time create any other sub-accounts under the various funds of the Trust at the time the City assigns additional Property to the Trust. B. Distributions. The goals of the Trust are to produce income from investments and provide a long-term source of revenue for the designated purposes of the different Funds of the Trust for the benefit of not only the present citizens of the City but for future generations as well. Each year the Trustee, in close cooperation with the Chief Financial Officer of the City ("Chief Financial Officer"), will make distributions of income (and not principal) from the different Funds of the Trust consistent with the goal to preserve, as well as increase, the corpus of the Trust and the goal to provide cash flow for the purposes of the various Funds. The amount of income available to be distributed to the City each year from a particular Fund of the Trust shall be determined by the Trustee in consultation with the Chief Financial Officer and reported to the City by July 1st of each year. In determining the amount of income to be distributed to the City each year from a particular Fund of the Trust, the Trustee shall follow the written direction of the Chief Financial Officer unless the Trustee determines that following such written direction would result in a breach of the Trustee's fiduciary duty or would violate the terms of the Agreement, and Trustee shall not be held liable for following directions of the Chief Financial Officer that Trustee determines, in the exercise of its reasonable discretion, does not constitute a breach of the Trustee's fiduciary duty or would violate the terms of the Agreement. The total amount of income to be distributed from each of the Funds in a particular year shall be disbursed by the Trustee to the City on or before October 1st of the applicable year. The Trustee shall identify the Fund from which each disbursement is made. The amounts distributed may be expended as determined in the sole discretion of the Fort Worth City Council, and the Trustee shall have no obligation to monitor the uses and purposes of such expenditures, nor shall Trustee be liable for the manner in which such amounts are expended by the City following disbursement. ARTICLE IV TRUSTEE PROVISIONS A. Trustee. 1. Qualifications for Trustee. A corporate investment firm or bank, appointed by the City Council, shall serve as the sole Trustee of the Trust; individuals are prohibited from serving as Trustee of the Trust. 2. Initial Trustee. Wells Fargo, N.A. is hereby appointed as the initial Trustee of the Trust. Trust Agreement Page 3 of 11 for The Fort Worth Permanent Fund 3. Term. Each Trustee is to serve for a term of five (5) years and until its successor is appointed unless its service concludes earlier due to its resignation or removal. The Trustee may continue to serve for additional periods by mutual written agreement of the Parties. 4. Vacancies. The City Council shall have the power to appoint successor Trustees of the Trust in accordance with the City's Charter and Ordinances and State law. The City Council is not prohibited from re-selecting the then-serving, and thus outgoing, Trustee to serve as Trustee for additional terms. 5. Resignation. Any Trustee may resign at any time by giving sixty (60) days written notice to the City. Upon the expiration of sixty (60) days from the date of receipt of such notice, such Trustee's resignation shall be effective, provided a successor Trustee has been appointed by the City Council to succeed to the resigning Trustee's office, if necessary, and provided the Trustee, after receipt of transfer instructions, has completely delivered all Trust assets then in its possession and provided a current statement of account including a current list of Trust assets reflecting information as of the final date of service provided by the Trustee to its successor Trustee or to the City if no successor Trustee is appointed. Upon such resignation, following delivery of the Trust assets and of a final statement of account, including a current list of Trust assets reflecting information as of the final date of service provided by the Trustee, the resigning Trustee shall be relieved of any further duties and responsibilities and shall not be liable or responsible for the acts of any successor Trustee or of the City if no successor Trustee is appointed. Trustee shall be entitled to Compensation (as described below) for services rendered through the effective date of transfer of assets to the successor Trustee or to the City if no successor Trustee is appointed. 6. Removal. A Trustee may be removed with or without cause by the City Council. The City Council shall execute and deliver to the Trustee a written instrument declaring such Trustee removed from office, specifying the effective time and date of removal, and identifying the successor Trustee, if necessary. This instrument shall be accompanied by transfer instructions for all Trust assets then in Trustee's possession. Upon such removal, following delivery of the Trust assets and of a final statement of account, including a current list of Trust assets reflecting information as of the final date of service provided by the Trustee, the removed Trustee shall be relieved of any further duties and responsibilities and shall not be liable or responsible for the acts of any successor Trustee or of the City if no successor Trustee is appointed. Trustee shall be entitled to Compensation(as described below) for services rendered through the effective date of transfer of assets to the successor Trustee or to the City if no successor Trustee is appointed. 7. Written Instruments. Any appointment described in this Paragraph A must be made by a written instrument, signed and acknowledged, and shall be maintained by the Trustee in the Trust's permanent records. After approval by the City Council, the City Manager, or his designee, shall have the authority to sign on behalf of the City. The Trustee shall receive a copy of the City Council instrument approving the appointment of the Trustee. Trust Agreement Page 4 of 11 for The Fort Worth Permanent Fund 8. Reliance. Any successor Trustee may act without examination or review, without liability for failing to make or having made such examination or review, and without the necessity for any conveyance or transfer of prior Trustee's books and records. Any purchaser from, or other person dealing with, the Trustee shall be protected in all such transactions regardless of the extent to which the Trustee acting on behalf of the Trust is a successor Trustee. 9. Reorganization of Corporate Trustee. If the corporate Trustee then serving as Trustee hereunder should change its name, be reorganized, merged or consolidated with another corporation, or assign its trust functions to another corporation, the resulting corporation which succeeds to its fiduciary business shall become the Trustee under this Agreement, or be eligible for appointment as Trustee, as the case may be. B. Written Instrument Required. A Trustee shall signify its acceptance of appointment under this Trust by a written instrument, signed and acknowledged and maintained in the Trust's permanent records, with a copy to be provided to the City. For purposes of the initial Trustee, execution of this Agreement shall signify acceptance of appointment. Any successor Trustee shall have the same powers, rights and duties as its predecessor Trustee, as if originally appointed, and shall have the same title to the Trust estate as its predecessor. C. Powers of Trustee. The Trustee shall have all powers granted to trustees by the common law or any statute, including every power granted to trustees by the "Texas Trust Code," or any future amendment thereof which serves to increase the extent of powers granted to trustees. The Trustee shall also have the following additional powers: 1. Investment of Trust Property. To invest and reinvest the Trust estate from time to time, in accordance with the then-current Investment Policy and Strategy adopted by the City Council, in any property, real, personal, or mixed, including without limitation securities of every kind and nature, bonds, debentures, preferred stocks, common stocks, mutual funds, proprietary mutual funds, mortgages, mortgage participations, and interests in common trust funds, all with discretion to convert realty into personalty or personalty into realty or otherwise change the character of the Trust estate; 2. Nominees. To hold any securities or other property of the Trust estate for any length of time in the name of a nominee or nominees without mention of any trust or fiduciary capacity in any instrument of ownership; 3. Employment of Agents. After advance written notice to the City, to employ such banks, professional investment advisers (whether corporate or individual), attorneys, and other agents or servants, and to delegate to them such duties, rights, and powers of the Trustee for such period as the Trustee may deem appropriate; to pay such persons reasonable compensation out of the Trust estate; all regardless of whether any person is (or is a partner or employee of, or is owned by) the Trustee; Trust Agreement Page 5 of 11 for The Fort Worth Permanent Fund 4. Employment of Custodians and Brokers. To employ such custodians and brokers and to delegate to them such duties, rights, and powers as the Trustee may deem appropriate to pay such persons reasonable compensation out of the Trust estate; all regardless of whether any person is (or is a partner or employee of, or is owned by) the Trustee. The Trustee will perform due diligence and maintain information on each custodian or broker, including a process to ensure best execution. The Trustee shall review the performance, financial condition and registration of all qualified counter- parties on an ongoing basis; 5. Banking Authority. To open bank accounts with any banks or trust companies as the Trustee may from time to time select and to retain any bank or trust company, including itself, that the Trustee may select to account for the Trust estate and provide investment advice and services (The banks or trust companies that the Trustee may select are authorized, empowered and directed to act or refrain from acting, from time to time, and in all matters pertaining to this Trust, in conformity with the instructions of the Trustee, evidenced by a resolution agreed to by the Trustee and certified to by the Trustee, and any banks or trust companies selected by the Trustee shall be fully protected in so acting or refraining from acting) and the City waives any conflict of interest the Trustee may have if it chooses itself or an affiliate; and 6. Powers Under Changed Conditions. To exercise such other powers as may be necessary or desirable in the management and control of the Trust estate (whether or not similar to those here enumerated) to enable the Trustee to act under changed conditions, the exact nature of which cannot be foreseen. Notwithstanding the powers given above to the Trustee, it is expressly provided that the grant of rights, powers, privileges, and authority to the Trustee in connection with the imposition of duties upon the Trustee by any provision of this Trust or by any statute relating thereto will not be effective if and to the extent that the same, if effective, would jeopardize the status of this Trust as a wholly owned grantor trust as contemplated under Subchapter J of subtitle A of the Code or would cause the Trust to violate the provisions of the Public Funds Investment Act presently codified at Section 2256 of the Texas Government Code, or any other state or federal statute applicable to the Trust. It is expressly provided that the Trustee may not in the exercise of its discretion make any determination inconsistent with the foregoing. The Trustee's powers are exercisable solely in a fiduciary capacity consistent with and in furtherance of the purposes of this Trust as specified in Article I of this Agreement and not otherwise. D. Bond. The Trustee shall not be required to furnish any bond or other security in any jurisdiction, or if a bond be required, the Trustee may not be required to furnish any sureties thereon. E. Compensation. A Trustee shall receive compensation as mutually agreed to in writing by the Trustee and the City, provided that in the event a bank is serving as Trustee, such compensation shall be based on the bank's Fee Schedule as required by applicable law. A Trustee shall be reimbursed for reasonable out-of-pocket expenses incurred in carrying out the duties of the Trustee. Trust Agreement Page 6 of I I for The Fort Worth Permanent Fund F. Records and Reports. The Trustee shall keep accurate and complete records of Trust transactions. The Trustee shall issue quarterly reports to the City Council and the Chief Financial Officer. G. Persons Dealing with Trustee. No purchaser from or other person dealing with the Trustee will be responsible for the application of any purchase money or other thing of value paid or delivered to the Trustee, but the receipt of the Trustee will be a full discharge. No purchaser from or other person dealing with the Trustee and no issuer, transfer agent, or other agent or any issuer of any securities to which any transaction with the Trustee may relate, will be under any obligation to ascertain or inquire into the power of the Trustee to transfer, pledge, or otherwise in any manner dispose of or deal with any securities or other property comprising part of the Trust estate. H. Liability of Trustee. The Trustee shall not be responsible or liable for any loss which may occur by reason of depreciation in value of the properties at any time belonging to the Trust estate, nor for any other loss which may occur, so long as the Trustee acted in good faith and in accordance with the terms of this Agreement. The Trustee will not be liable or responsible for the acts, omissions, or defaults of any agent or other person to whom duties may be properly delegated hereunder if such agent or person was appointed with due care. I. Limitation of Individual Liability of Trustee. The Trustee may not incur any individual liability to any person or corporation dealing with the Trustee in the administration of the Trust estate; and the Trustee may receive reimbursement from the Trust estate for any liability, whether in contract or in tort, incurred in the administration of the Trust estate in accordance with the provisions hereof, and the Trustee may contract in such form that such Trustee will be exempt from such individual liability and that such liability will be limited to the Trust estate. Any Trustee who is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), because it was a Trustee, shall be indemnified and held harmless from the Trust estate to the fullest extent authorized by Texas law, as it exists or may hereafter be amended, against all expense, liability and loss (including attorneys' fees, judgments, fines, penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Trustee in connection with any proceeding, and such indemnification shall continue as to a Trustee who has ceased to be a Trustee. The foregoing indemnity shall likewise extend to employees or agents acting on behalf of the Trustee. ARTICLE V AMENDMENT AND TERMINATION A. Amendment. The reporting date identified at Section B of Article III of this Agreement may be amended at any time or times upon the affirmative vote of the majority of all the members of the City Council so long as such amendment does not cause the Trust to fail to qualify as a wholly owned grantor trust as contemplated under subchapter J of subtitle A of the Code. Except as otherwise provided below, any other provision of this Agreement("Provision") may be amended at any time or times upon the resolution of the City Council so long as such amendment does not cause the Trust to fail to qualify as a wholly owned grantor trust as contemplated under subchapter J of subtitle A of the Code provided, however, before the City Trust Agreement Page 7 of 11 for The Fort Worth Permanent Fund Council may vote upon any amendment of a Provision, the City Council must adhere to the following process: 1. Notify the Trustee and the Chief Financial Officer in writing of the proposed amendment. 2. Hold a meeting with the Trustee and the Chief Financial Officer no earlier than thirty (30) days following the Trustee's and the Chief Financial Officer's receipt of written notice of the proposed amendment. 3. Wait at least fifteen (15) days from the date of the meeting with the Trustee and the Chief Financial Officer to afford the Trustee and Chief Financial Officer an opportunity to provide written feedback. 4. Hold no fewer than three (3) public hearings explaining the reasons for the proposed amendment and obtaining public input concerning such proposed amendment. Notice of the date, time, location and purpose of said public hearings must be published in the local section of a newspaper of general circulation in the City once a week for three consecutive weeks. The last day of publication must not be less than one week nor more than two weeks before the date of the first public hearing. 5. Hold a subsequent meeting with the Trustee and the Chief Financial Officer within thirty(30) days following the third public hearing. 6. Hold a City Council meeting to vote upon the proposed amendment. The meeting may be scheduled no sooner than six (6) months but no later than nine (9) months after the notice described in Item 1 of this Paragraph A was issued to the Trustee and the Chief Financial Officer. After following the above-described process, a Provision may be amended upon the affirmative vote of three-fourths of all of the members of the City Council, provided, however, that the responsibilities and liabilities of the Trustee may not change without the Trustee's approval. All instruments amending this Agreement shall be noted upon or kept attached to the executed original of this Agreement held by the Trustee. Notwithstanding anything to the contrary herein, the provisions of Article I.C. may not be amended or revised to permit the use of the corpus of the Trust nor any income, revenue, return or gain thereon to pay or provide for or secure the payment of any bonds, notes, certificates or other obligations of the City or its instrumentalities, the interest on which for federal income tax purposes is excludable from gross income, as defined in section 61 of the Internal Revenue Code of 1986, as amended, of the owners thereof pursuant to section 103 of the Code. B. Termination. This Agreement may be terminated at any time for any purpose upon the resolution of three-fourths of all members of the City Council; provided, however, before the City Council may vote upon a termination of this Agreement, the City Council must adhere to the following process: 1. Notify the Trustee and the Chief Financial Officer in writing of the proposed termination. 2. Hold a meeting with the Trustee and the Chief Financial Officer no earlier than thirty (30) days following the Trustee's and the Chief Financial Officer's receipt of written notice of the proposed termination. Trust Agreement Page 8 of 11 for The Fort Worth Permanent Fund 3. Hold no fewer than three (3) public hearings explaining the reasons for the proposed termination and obtaining public input concerning such proposed termination. Notice of the date, time, location and purpose of said public hearings must be published in the local section of a newspaper of general circulation in the City once a week for three consecutive weeks. The last day of publication must not be less than one week nor more than two weeks before the date of the first public hearing. 4. Hold a subsequent meeting with the Trustee and the Chief Financial Officer within thirty(30) days following the third public hearing. 5. Hold a City Council meeting to vote upon the proposed termination. The meeting may be scheduled no sooner than six (6) months but no later than nine (9) months after the notice described in Item I of this Paragraph C was issued to the Trustee and the Chief Financial Officer. After following the above-described process, the Agreement may be terminated if three-fourths of all members of the City Council vote in favor of such termination. Upon termination of the Trust, all assets of the Trust shall be distributed to the City and the Trustee shall not be liable for the use or allocation of such assets upon receipt by the City. ARTICLE VI DEFINITIONS A. Trust Estate. In this Agreement and in any amendments to it, references to "Trust estate" shall mean the cash, assets, or securities contributed to the Trust by the City and the income earned from investing those contributions. B. Trustee. In this Agreement and in any amendments to it, references to "Trustee" shall mean the Trustee then serving in office, whether an original or successor Trustee, unless the context clearly provides otherwise. ARTICLE VII MISCELLANEOUS PROVISIONS A. Trust Situs. This Agreement is accepted by the Trustee under the laws of the State of Texas, and all questions concerning its validity, construction, and administration are to be determined in accordance with the laws of the State of Texas. B. Effect of Divisions and Captions. The division of this Agreement into articles, paragraphs, sections and subsections and the use of captions are solely for convenience and shall have no legal effect in construing the provisions of this Agreement. C. Gender and Number Agreement. Whenever the masculine, feminine or neuter gender is used inappropriately in this Agreement, this Agreement shall be read as if the appropriate gender was used, and, unless the context otherwise requires, the singular shall include the plural, and vice versa. Trust Agreement Page 9 of 11 for The Fort Worth Permanent Fund D. Invalidity. If any provision of this Agreement should be held invalid or illegal for any reason, that provision shall not affect the entirety of this Agreement, but the balance of the provisions of this Agreement shall remain operative so that this Agreement shall be construed as if that invalid or illegal provision never existed. E. Fiscal Year. The fiscal year of the Trust shall conclude on September 301h of each year. The parties hereto have executed this Agreement effective as of the 'd day of yyke, , 2013 (the"Effective Date"). GRANTOR: TRUSTEE: City of Fort Worth Wells Fargo Bank,N.A. i By: ��, GFN' ..... .��� � By: Name: Swan Alanis Name: plOtc Coowtb s Title: Assistant City Manager Title: �1 c �y�t.stde� Approved as to Form and Legality: By: Name: nis C. c lroy Title: Assistant C Attorney Attest: FOP A` dry I ys, ',''City 'S c etary Trust Agreement Page 10 of 11 C11111Y SEC ' ECIPA( ti for The Fort Worth Permanent Fund h«x-G� p I"�Wu ACKNOWLEDGEMENT THE STATE OF TEXAS § COUNTY OF TARRANT § o w This instrument was acknowledged before me on this day of 10AL 2013, by Susan Alanis, Assistant City Manager of the City of Fort Worth, Texas, a Texas municipal corporation, on behalf of the City of Fort Worth, Texas. otary Public, State of Texas %t LINDA M.WIRRLINGER My COMMISSION EXPIRES FebMW2�2014 r - � My commission expires: My commission number: . . ° ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on this 101" day of 2013, by 4 4dl COOM65 rce Sid4A+ for Wells Fargo Bank, N.A., a national bank association, on behalf of Wells Fargo Bank, N.A. NotaijPublic, State of Texas JOAN k, =TATE My commission expires: )t':A,,2013 My commission number: Trust Agreement Page 11 of 11 for The Fort Worth Permanent Fund � & THE CITY []F FORT WORTH, TEXAS FORT WORTH PERMANENT FUND INVESTMENT POLICY AND STRATEGY Adopted:Apri} lG, 20l3 Tab|eofContents !. Introduction and Scope If. Governing Authority U!. Objectives IV. Strategy V. Standard ofCare Vt. Delegation of Authority and Responsibility VU. Authorized Counter-Parties V|||. Authorized Investments 0. [oUatera|izatimn X. Diversification X|. Internal Controls XU. Safekeeping XUi. Reporting X/V. Adoption 1 THE CITY OF FORT WORTH,TEXAS FORT WORTH PERMANENT FUND INVESTMENT POLICY AND STRATEGY 1. Introduction and Scope It is the policy of the City of Fort Worth, Texas (the "City") that the administration and investment of all City funds shall be handled as its highest public trust. The City Council has designated that certain funds obtained from mineral rights owned by the City be placed in a trust for benefit of the City, with such trust to be known as the Fort Worth Permanent Fund (the "Permanent Fund") and to be invested in accordance with this Policy. Those funds that have been obtained from mineral rights but not designated as part of the Permanent Fund will be managed as part of the City portfolio under the City Investment Policy. This Fort Worth Permanent Fund Investment Policy and Strategy (the "Policy") sets specific investment and strategy guidelines for funds placed in the Permanent Fund and establishes controls to ensure effective and judicious fiscal and investment management. The guidelines are intended to be broad enough to allow active investment within the Policy parameters yet specific enough to adequately safeguard the assets. It. Governing Authority All Permanent Fund investment activities shall be conducted in full compliance with applicable City ordinances as well as state and federal regulations. Statutory regulations generally applicable to the investment of public funds in Texas are found in the Public Funds Investment Act, Chapter 2256, Texas Government Code (the "Act"), with a specific provision applicable solely to municipal funds from management and development of mineral rights found in Sec. 2256.0202 of the Act, which incorporates by reference The Texas Trust Code (Subtitle B, Title 9, Property Code). All investments of monies in the Permanent Fund will be made in accordance with these statutes and this more restrictive Policy. Collateral requirements are established in Texas by the Public Funds Collateral Act, Chapter 2257,Texas Government Code. III. Objectives The Permanent Fund,some portion of which may be maintained as permanent funds as determined by the City, is to be managed and invested in general accordance with the following four major investment objectives: safety, liquidity, diversification and yield. Safety of principal is the foremost objective of the City's overall investment program, and safety of principal shall be an objective with respect to the investment of the Permanent Fund as well. Investment transactions and strategies shall address and consider the preservation of capital and minimization of capital loss as well as growth. Liquidity is not critical in the Permanent Fund because these funds are not to be used for ongoing operational liabilities. Diversification in portfolio structure is intended to further protect the Permanent Fund from over- concentration. Growth and income will be the primary objectives for the Permanent Fund. IV. Strategy The Permanent Fund is to be invested in designated sub-accounts. Operating within appropriately established administrative and procedural parameters, the Trustee shall pursue growth and returns within Policy parameters. Withdrawals from the Permanent Fund may be made annually pursuant to the terms of the Trust and will require 2 coordination and planning to minimize having to take unrealized losses. No cash buffer is required on the portfolio. The Permanent Fund shall be managed proactively in high credit quality investments. Securities lending may be used to add incremental income. Strategies shall utilize competitive bidding where appropriate and other controls as established by this Policy for all transactions pursuant to the terms of the Trust. Securities may be sold or swapped if an opportunity exists to benefit from the trade. Swaps must be documented. The Trustee will continuously monitor the contents of the portfolio,the available markets, and the relative value of competing instruments to adjust the portfolio in response to market conditions. V. Standard of Care The standard of care to be used shall be the "prudent person" standard as established by the Act and shall be applied in the context of managing the overall Permanent Fund.The "prudent person"standard states that, Investments shall be made with judgment and care, under prevailing circumstances, that a person of prudence, discretion and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. In determining whether a Trustee has exercised prudence with respect to an investment decision, the determination shall be made taking into consideration: (1)the investment of all funds, or funds under the Trustee's control, over which the Trustee had responsibility rather than a consideration as to the prudence of a single investment;and (2)whether the investment decision was consistent with this written investment Policy. V€. Delegation of Authority and Responsibility City Council By law, the City Council retains ultimate fiduciary responsibility for the Permanent Fund regardless of management assignment. The Council shall receive quarterly reports and annually review and adopt this Policy. The Investment Committee designated by Council is responsible for reviewing and authorizing all broker/dealers. Chief Financial Officer The Chief Financial Officer is responsible for monitoring the portfolio and reports submitted by the Trustee. Trustee The Trustee (the "Trustee") will be responsible for monitoring and controlling the portfolio in accordance with the terms of the Trust Agreement dated----------- The Trustee, with approval of the City, may engage the services of a SEC-registered Investment Adviser (registered under the Investment Advisers Act of 1940) or a National Bank exempt from registration to provide the investment management of the Permanent Fund in a manner consistent with the Policy. The Trustee and the selected Investment Adviser or National Bank may be affiliated. The Trustee shall provide timely monthly and quarterly reports to the Chief Financial Officer and Investment Committee in accordance with the Act and establish internal procedures and controls for the investment process and financial counter-parties. In managing the Permanent Fund, the Trustee's use and acceptance of soft dollars shall be limited by the terms of this paragraph. For purposes of this paragraph "soft dollar" shall refer to non-monetary credit offered by an executing broker/dealer in connection with a purchase or sale. Soft dollar credits may only be used and accepted 3 by Trustee or a sub-advisor to acquire research for use in the investment decision-making process for the benefit of the Permanent Fund. As set out in Section 28(e) of the Securities Exchange Act of 1934, prior to accepting or utilizing any soft dollars the Trustee or sub-advisor receiving the sort dollar credit must have first determined in good faith that the commissions to be paid on the securities transaction are reasonable in relation to the value to the Permanent Fund of the brokerage and research provided. If the trade is executed through Trustee's selected broker/dealer, Trustee will receive the soft dollar credit. The Permanent Fund may, as a result, pay somewhat higher commissions for the securities transaction than what might have been obtainable on a non-soft dollar basis. Trustee may not utilize or accept soft dollars except in strict compliance with the foregoing terms. The Trustee shall refrain from activity that could conflict with the proper execution and management of the Permanent Fund or that could impair their ability to make impartial investment decisions. Any business or personal relationships with investment counter-parties shall be disclosed to the Chief Financial Officer and the Texas Ethics Commission. Investment Committee The City's Investment Committee will perform a strategy and performance review at least semi-annually. The Committee will review and act on any potential need for refinement or revision of the Permanent Fund's policies or strategies. Annually the Committee will approve all broker/dealers in accordance with the Act. VI1. Authorized Counter-Parties Certification The Act requires (1)that a written copy of the investment policy be presented a. to any person offering to engage in an investment transaction with an investing entity or b. (2) to an investment management firm under contract with an investing entity to invest or manage the entity's investment portfolio and (2) that the person or business organization receiving the policy provide a written Policy Certification, acceptable to both the investing entity and the business organization and executed by a representative of the business firm, substantially acknowledging that the business organization has: a. received and reviewed the Fort Worth Permanent Fund Investment Policy and Strategy; and b, implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the Permanent Fund and the organization that are not authorized by the Policy. If the City retains self-management of the Permanent Fund, copies of this Policy will be provided to all persons offering to engage in an investment transaction with the Permanent Fund, and a Policy Certification from each such person or business organization. If the City engages a corporate Trustee to serve as an investment management firm under contract, a copy of this Policy small be provided to the corporate Trustee, and a Policy Certification will be obtained from a qualified representative of the Trustee. No transaction (other than mutual funds) may be completed except in compliance with this section. Security Broker/Dealers The Council appointed Investment Committee will at least annually review and adopt a list of broker/dealers which will then be authorized to engage in investment transactions concerning the Permanent Fund. 4 No broker/dealer or independent Adviser may safe-keep Permanent Fund securities or funds. All security transactions shall be settled delivery versus payment (DVP) to the Permanent Fund account. In order to perfect the DVP process, neither the Trustee nor the safekeeping depository (nor their brokerage subsidiaries) will be approved as a broker/dealer. The Trustee will perform due diligence and maintain information on each broker/dealer, including a process to ensure best execution. The Trustee shall review the performance, financial condition and registration of all qualified counter-parties on an ongoing basis. Results will be provided to the Investment Committee for review upon request. 5 Vill. Authorized Investments The Permanent Fund shall be invested only in the investments authorized below and further defined by the Act and Trust Code. If additional types of potential authorized investments are created by changes made to the controlling statutes, they will not be authorized until this Policy is amended and adopted by the City Council. All investment transactions will be placed in an effort to achieve a fair and reasonable return under all circumstances and in light of other investment alternatives available. 1. Obligations of the United States Government, its agencies and instrumentalities including mortgage backed securities and collateralized mortgage obligations (CMO) which pass the Federal Reserve's bank test, with a maximum stated maturity of twenty(20)years. 2. FDIC insured and/or collateralized depository certificates of deposit from banks in Texas, with a maximum maturity of three(3)years. 3. Commercial paper rated Al/P1 or equivalent by two nationally recognized rating agencies, with a maximum maturity of 90 days. 4. AAA or equivalent rated constant dollar,Texas local government investment pools as defined by the Act. 5. AAA-rated SEC-registered money market mutual funds. 6. Debt obligations of any state or political subdivision of any US state, rated A or better with a stated maturity not to exceed ten(10)years. 7. Fully collateralized, direct repurchase agreements executed through a primary government securities dealer, with a maximum maturity of one (1) year. A Bond Market Association Master Repurchase Agreement, 102%margin, and independent third party safekeeping are required. (See section IX) 8. Banker's acceptances with a maximum maturity of 120 days accepted by a US registered bank with a short term rating of not less than Al/P1 by two nationally recognized rating agencies. ` 9. Domestic bond mutual funds with a maximum weighted average maturity of ten (10) years with a Morningstar rating of at least two stars. 10. International bond mutual funds with a maximum weighted average maturity of fifteen (15) years with a Morningstar rating of at least two stars. 11. Domestic or international equity and preferred stock mutual funds with a Morningstar rating of at least two stars. 12. US or international stocks. 13. Real assets, including real estate, commodities and real estate investment trusts (REiTS). 14. Complementary strategies to include hedge funds. 15. Corporate and asset backed securities rated A or better with a stated maturity not to exceed ten (10) years. Securities Lending 6 If the City has an active securities lending agreement, the Permanent Fund securities may also be lent by Trustee utilizing the City's agreement as determined by the City under their written agreement and conditions only. Ix. Collateralization Time and Demand Pledged Collateral All time and demand deposits placed by the Permanent Fund that exceed the limits of coverage provided by FDIC insurance shall be transferred to a money market fund or otherwise collateralized in accordance with the Texas Public Funds Collateral Act with collateral pledged to the Permanent Fund. In order to anticipate market changes and provide a level of security for all funds, collateral shall be maintained and monitored by the pledging depository at 102% of market value of principal and accrued interest on the deposits. The pledging bank shall monitor and maintain the margins on a daily basis. All collateral shall be subject to inspection and audit by the City or its auditors. Collateral pledged to secure deposits of Trust Fund assets shall be held by an independent financial institution outside the holding company of the depository, as approved by the Trustee, and in accordance with a safekeeping agreement executed under the terms of the Financial Institutions Resource and Recover Enforcement Act(FIRREA). Permanent Fund Owned Collateral Under Repurchase Agreements Each counter party to a repurchase transaction is required to execute the Bond Market Master Repurchase Agreement and to provide collateral at a 102%margin and held by an independent third party custodian approved by the Trustee. The Master Repurchase Agreement must be fully executed before any transaction is initiated. Collateral will be evidenced by safekeeping reports/receipts clearly denoting Permanent Fund ownership from the independent safekeeping agent. Authorized Collateral As authorized by the Public Funds Collateral Act and further restricted by this Policy, acceptable collateral for time and demand deposits and repurchase agreements shall include only: - obligations of the U.S. Government, its agencies and instrumentalities including mortgage backed securities and CMO that pass the bank test,and - obligations of any US state, city, county or authority rated at least A by two nationally recognized statistical rating organizations. Collateral will be monitored at least monthly by the Trustee, and each month Trustee will send City a document listing any current collateral and its market value. X. Diversification The City as beneficial owner of the Permanent Fund recognizes that investment risks can result from issuer defaults, market price changes, or various technical complications leading to temporary illiquidity. Risk is controlled through portfolio diversification. The strategy for diversification will be guided by the circumstances then prevailing but will generally be: Range Target Cash,Cash Equivalents,and Fixed income 29-49% 39% US Obligations US Agencies/Instrumentalities Depository Certificates of Deposit Commercial Paper Local Government investment Pools 7 Money Market Mutual Funds Municipal Obligations Corporate Obligations (Max. 10.00%) Asset Backed Securities(Max 5.00%) Repurchase Agreements Bankers Acceptances Domestic Bond Mutual Funds(Max. 5.00%) International Bond Mutual Funds(Max. 5.00%) Preferred Stock Mutual Funds Equities 27-47% 37% U.S. Large Cap 14.00% U.S. Mid Cap 5.00% U.S.Small Cap 3.00% Int'I Developed Markets Equity Mutual Funds 9.00% Int'I Emerging Markets Equity 6.00% Real Assets 2-12% 12% Global Public REiTS 8.00% Private Real Estate 2.00% Commodities 2.00% Complementary Strategies 2-22% 12% Conservative Hedge 4.00% Diversified Hedge 4.00% Aggressive Hedge (Max. 5.00%) 2.00% Private Equity 2.00% The diversification percentage guidelines will be measured based on market value. Fluctuations in cash flows may cause the portfolio to exceed these maximum percentages for a particular asset class subsequent to the purchase. Securities need not be liquidated to realign to match the portfolio diversification guidelines. Because of its tax-exempt nature,the Permanent Fund shall not be invested based on tax optimized strategies with the goal of improving after-tax returns through active tax loss harvesting. XI. Internal Controls The Chief Financial Officer and Trustee are responsible for mutually establishing and maintaining an internal and external control structure designed so that assets are reasonably protected from loss,theft, or misuse. Competitive Transactions All investments will be made in an effort to achieve a fair and reasonable return under market circumstances and in light of other investment alternatives available and shall utilize market competition where appropriate. In general, in buying or selling equity or fixed income securities, Trustee shall utilize electronic communications networks, exchanges, and market makers using the National Best Bid/Offer consolidated quote system pricing to solicit terms from multiple industry-recognized third party registered broker/dealers that are included on the then- current list of approved broker/dealers. The Trustee shall evaluate all transactions and brokers for best execution, taking into account a variety of factors including price, execution and commission costs,size of the order and other unique trading characteristics, value of research provided, financial responsibility, and the responsiveness of the brokers. 8 All bids and offers for fixed income shall be completed using at least three broker/dealers whenever possible to make certain of fair and competitive pricing in the market. In the event three bids cannot be obtained, Trustee shall use market variables to determine best price, including but not limited to: competitive pricing, market condition,sector, liquidity, and credit conditions. The Trustee shall not use margin accounts. Delivery vs. Payment All trades of marketable securities shall be executed (cleared and settled) on a delivery vs. payment(DVP) basis to ensure that securities are deposited in the Permanent Fund safekeeping institution prior to the release of funds. Monitoring Credit Ratings The Trustee shall monitor, on no less than a weekly basis, the credit rating on all authorized investments in the portfolio based upon independent information from a nationally recognized rating agency. If any security falls below the minimum rating required by this Policy, the Trustee shall (i), within two business days of downgrade, notify the Chief Financial Officer of the loss of rating within two business days of the occurrence and (H), within four business days of downgrade, notify the Chief Financial Officer of conditions affecting the rating and available liquidation options, including associated loss of principal, before any action is taken, provided however, that in extreme situations where the Trustee determines in the exercise of its reasonable discretion that immediate liquidation is prudent, Trustee shall be authorized to liquidate immediately but shall be required to provide the City with notice of such liquidation by the close of the following business day. XII. Safekeeping All security transactions will be settled on a delivery versus payment basis and held in the Permanent Fund by the Trustee, the City`s depository or other Trustee-contracted safekeeping institution independent from any security transactions or trade counter-parties. All safekeeping functions will be performed by the Trustee. The Trustee as safekeeping agent shall provide monthly statements on all security positions held by the Permanent Fund, XEII. Reporting Monthly Reporting. No less than monthly, the Trustee will submit a monthly report to the Chief Financial Officer and Investment Committee. The report will, at a minimum, comply with the statutory requirements for quarterly reporting below. Quarterly Reporting No less than quarterly, the Trustee will prepare and submit a quarterly report to the Investment Committee. The report will comply with provisions of the Act governing Internal Management Reports and will contain, at a minimum, the following: a. detailed description of each investment position as of the date of the report including market values, market yield and earnings; b.summary statements for the Permanent Fund including: (I.) amortized book value for individual fixed income securities, market values, market yield, and earned income, (2) beginning and ending market value for the reporting period, (3) change in market value(volatility measure)for the reporting period, (3) yield for the fixed income portion of the portfolio for the reporting period, (4) total return for the entire portfolio for the reporting period, (5) weighted average maturity, as applicable, and (6) asset class returns and benchmark returns for the reporting period. 9 The quarterly report shall include a statement of compliance for the portfolio as it relates to the Fort Worth Permanent Fund Investment Policy and Strategy and be signed by the Chief Financial Officer and Trustee. Prices used for calculation of market values will be obtained from an independent source. Benchmark: Risk Measurement The benchmarks for risk measurement and performance of the Permanent Fund portfolio will be divided among the asset classes as outlined below. - The benchmark for the fixed income portion shall be the Barclays' Five Year Index for the comparable period. - The benchmark for the equity portion shall be a total return equal to a composite of the total return of S&P 500 for stocks and the EAFE for international investments comparable to the then-current makeup of the portfolio for the comparable period. - The benchmark for the real assets portion shall be the FTSE NAREIT All Equity REIT Index for the comparable period. - The benchmark for the commodities portion shall be the Dow Jones UBS Commodities Index for the comparable period. - The benchmark for the complementary strategies portion shall be the HFRX Global Hedge Fund Index for the comparable period. XIS/. Adoption The Fort Worth Permanent Fund investment Policy and Strategy shall be reviewed by the Investment Committee and adopted by the City Council at least annually. The adopting resolution shall include any changes made to the Policy. Adopted: April 16, 2013 10 IM91 �• "�� /� Client Authorization i For Single Account (Revised, Client Specific Version for The Fort Worth Permanent Fund) Account Number: Note: This Authorization supersedes any previous Client Authorizations. Please complete and sign this document to establish the features of the Wells Fargo Bank, N.A. ("Wells Fargo") Investment & Fiduciary Services ("IFS") Account ("the Account") listed below. For the purpose of this form, "Clients" are defined as all Account Owners including Principals, Grantors, Trustees and Entities'Officers/Authorized Signers. These instructions will remain in effect until Wells Fargo is notified otherwise. Section I -Accoont Type Select one: ❑ Agency ❑ Custody ❑ IRA ® Revocable Trust Account Title The Fort Worth Permanent Fund Section II - Client Contact Information 1. Name 2. Name Susan Alanis Mailing Address Mailing Address 1000 Throckmorton City State ZIP Code City State ZIP Code Fort Worth 1TX 76102 Physical Address(❑check box IF same as above) Physical Address(❑check box if same as above) City State ZIP Code. City State ZIP Code TX Date of Birth Fax Number Date of Birth Fax Number Telephone Number Alternate Telephone Number Telephone Number Alternate Telephone Number 817-392-8180 Email Address Email Address Susan.Alanis@fortworthtexas.gov Client Capacity: Client Capacity: ❑ Principal/Trustee(Agency/Custody)Trustor/Grantor ❑ Principal/Trustee(Agency/Custody)Trustor/Grantor XX(]RA/Revocable Trust) Officer/Authorized Signer of an ❑ (IRA/Revocable Trust) Officer/Authorized Signer of an ❑ Entity (Agency/Custody)Authorized Representative(as ❑ Entity (Agency/Custody)Authorized Representative(as ❑ designated in AMA) ❑ designated in AMA) ❑ Other(specify) ❑ Other(specify) Statements: (select preferred frequency) Statements: (select preferred frequency) It Monthilp Quarterly(defauU] Annually(in addition to ❑ Monthly❑ Quarterly(default Annually(in addition to other selections other selections) Effective Date 07/12 Page 1 of 8 Client Authorization-Single Account (587188 Rev 09-07/12) Section III —Account Preferences A.Fax and Email Authorization Client authorizes Wells Fargo to accept and act upon instructions delivered via fax or email unless box below its selected, See Section IV for important disclosures and indemnification language regarding fax and email transmissions. Email address must be provided in writing to Wells Fargo. ❑ No, I do not authorize Wells Fargo to accept fax or email instructions. B. Online Access Once the Account has been opened, Client will be able to view the Account activity via the Internet through wellsfargo.com. Online access is determined by the Tax ID Number (TIN) assigned to the Account. If Client does not currently use Wells Fargo Online®, Client will need to enroll to set up access and then add the Account for online viewing. To authorize access for other individual(s) to view the Account, please complete Section F. C. Release of Shareholder Information For any account in which the grantor/principal or third party retains the voting authority ("Voting Party") for the assets held in the account, Wells Fargo is required by law to disclose certain information about voting parties, as indicated in Release of Shareholder Information In Section IV, unless the voting party objects. If the voting party objects to this disclosure please indicate below. ❑ Voting party objects to Wells Fargo disclosing the information described above. This space intentionally left blank. Effective Date 07/12 Page 2 of 8 Client Authorization—Single Account (587188 Rev 09-07/12) Section III -Account Preferences (Continued) D.Income and Principal E.Disbursement Method For IRA distributions, Client is required to contact Funds from this account shall be disbursed as indicated Relationship Manager to obtain IRA Withdrawal form. below. In addition, upon request, Wells Fargo is Income. Income from the Account will be handled In the authorized to take instruction to transfer funds to other method selected below. If no selection is made, the Wells Fargo Bank, NA, accounts in Client's name that are default method indicated will apply. (select one) not indicated below (excludes Wells Fargo Advisors accounts). ❑ Reinvest income (default for Agency Accounts and Disbursement Type IRAs); or ❑ ❑ Automatic Cash Transfer to a bank deposit account. Accumulate income in cash management vehicle pending disbursement (default for Revocable Trusts) See Section IV for important information. Income Disbursements Account Name ❑ Disburse fixed amount: $ or ❑ Disburse percentage of income*: °lo Account Number *If less than 100%, process balance of income as follows: ❑ Accumulate or ❑ Reinvest. ABA# (if non-Wells Fargo) Select frequency: ❑ Monthly ❑ Quarterly ❑ Other: Name of Financial Institution Principal. Principal disbursements from the Account will be handled in the method selected below, If no selection is ❑ Transfer to another Wells Fargo IFS account made, the default method indicated will apply. (select one) Wells Fargo IFS Account Number and Name ❑ Upon request(default) ❑ Disburse fixed amount: $ (Select frequency) El Check (delivered by U.S. Mail) ❑ Monthly ❑ Quarterly ❑ Other: Wire Transfer. A separate Funds Transfer Agreement is required for disbursements via wire transfer, and separate security procedures apply to each transfer. Contact your Relationship Manager for further information. F.Third-Party Information Client authorizes the following third party(ies) to have access to the Account information. 1. Name James Mauldin Professional Title/Relationship with Client: (accountant Dttorney _'Vther: Treasurer ❑ ❑ ❑ Entity/Company Name(if applicable) City of Fort Worth Address 1000 Throckmorton city State ZIP Code Fort Worth TX 76102 Telephone Number Alternate Telephone Number 817-392-2438 Email Address Fax Number James, Mauldin@fortworthtexas.gov 817-392-8181 This individual is authorized to receive the following: ❑Tax Information ,konline Access(User ID will be p vided) ❑ El Statements(select preferred frequency) "e t j3� ❑ Monthly CDQuarterly(default) X Annually [] ❑ ❑ Effective bate 07/12 Page 3 of 8 Client Authorization—Single Account (587188 Rev 09-07/12) Section III—Account Preferences (Continued) 2. Name Jennifer Fung Professional Title/Relationship with Client: Accountant Attorney ther: Assistant Director Entity/Company Name(if applicable) City of Fort Worth Address 1000 Throckmorton City State ZIP Code Fort Worth 1TX 76102 Telephone Number Alternate Telephone Number 817-392-8325 Email Address Fax Number Jennifer.Fung@fortworthtexas.gov This individual is authorized to receive the following: Tax Information XOnline Access(User ID will be provided) Statements(select preferred frequency) �!� q f b onthly Quarterly(default) Annually r 1- 3. Name Jenny Kerzman Professional Title/Relationship with Client: Accountant Attorney Other: Assistant Treasurer Entity/Company Name(if applicable) City of Fort Worth Address 1000 Throckmorton City State ZIP Code Fort Worth 1TX 176102 Telephone Number Alternate Telephone Number 817-392-6030 Email Address Fax Number Jenny.Kerzman@fortworthtexas.gov 817-392-8181 This individual is authorized to receive the following: Tax Information N Online Access(User ID will be provided) Statements(select preferred frequency) Monthly Quarterly(default) Annually Effective Date 07/12 Page 4 of 8 Client Authorization-Single Account (587188 Rev 09-07/12) Secfion III —Account Preferences (Continued) 4. Name Lisa Parks Professional Title/Relationship with Client: Accountant Attorney )'(Other: Assistant Treasurer Entity/Company Name(if applicable) City of Fort Worth Address 1000 Throckmorton City State ZIP Code Fort Worth 1TX 76102 Telephone Number Alternate Telephone Number 817-392-6630 Email Address Fax Number Lisa,Parks@fortworthtexas.gov This individual is authorized to receive the following: Tax Information >Online Access(User ID will be provided) Statements(select preferred frequency) Monthly Quarterly(default) Annually 5. Name Barbara Jean Petr Professional Title/Relationship with Client: Accountant Attorney Other: Gas Lease Manager Entity/Company Name(if applicable) City of Fort Worth Address 1000 Throckmorton City State ZIP Code Fort Worth ITX 76102 Telephone Number Alternate Telephone Number 817-392-8367 Email Address Fax Number Jean.Petr@fortworthtexas.gov 817-392-8016 This Individual is authorized to receive the following: Tax Information �(Onllne Access(User ID will be provided) Statements(select preferred frequency) Monthly Quarterly(default) Annually Effective Date 07/12 Page 5 of 8 Client Authorization—Single Account (587188 Rev 09-07/12) Section III —Account Preferences (Continued) 6. Name Susan Alanis Professional Title/Relationship with Client: Accountant Attorney ther: Assistant City Manage Entity/Company Name(if applicable) City of Fort Worth Address 1000 Throckmorton City State ZIP Code Fort Worth 1TX 176102 Telephone Number Alternate Telephone Number 817-392-8180 Email Address Fax Number Susan.Alanis@fortworthtexas.gov This individual is authorized to receive the following: Tax Information XOnline Access(User ID will be provided) Statements(select preferred frequency) Monthly Quarterly(default) Annually 7. Name Alphonsine M. Kabasele Professional Title/Relationship with Client: Accountant Attorney (other: Gas Leare_Analyst Entity/Company Name(if applicable) City of Fort Worth Address 1000 Throckmorton City State ZIP Code Fort Worth TX 76102 Telephone Number Alternate Telephone Number 817-392-8183 Email Address Fax Number Aphonsine.Ka govI This Individual is authorized to receive the following: Tax Information )<Online Access (User ID will be provided) Statements(select preferred frequency) Monthly Quarterly(default) Annually Effective Date 07/12 Page 6 of 8 Client Authorization-Single Account (58718B Rev 09-07/12) Section III-Account Preferences (Continued) G.Control Persons "Control Person" means a person having the power to direct the management and policies of a publicly traded company, whether through position held, the ownership of voting securities, by contract or otherwise; generally, this means any officer, director or 10% shareholder. Does any party related to the Account qualify as a "Control Person"as defined above? (select one) ❑ Yes ❑ No If yes, Client shall provide Wells Fargo with the following required information, by entering it below or separately in writing to the Client's Relationship Manager. Control Person Name Company Company Address H. Authorization to Share Account Information with Wells Fargo Affiliates Client authorizes the sharing of information on this Account with Wells Fargo or any of its affiliates for the purposes as indicated in Section IV. Select one: ❑ Yes ❑ No (Defaults to No) Section IV-- Disclosures, Acknowledgements and Authorizations Automatic Cash Transfer via ACH {"ACH Transfer"). If Client authorized automatic cash transfers from the Account to a deposit account, Client acknowledges the following: • The origination of Automated Clearing House (ACH) transfers must comply with the provisions of U.S. Law and the Operating Rules of the National Automated Clearing House Association. • If the settlement date of an ACH transfer falls on a weekend or holiday, payment will be credited as of the next business day. • The ABA and account number provided by you to determine the bank and account of the beneficiary of an ACH transfer may be relied upon solely even if a number identifies a bank or account different from the bank or account you identified by name. • Client may change or cancel this authorization via written notice delivered to a member of your relationship team. Client will notify Wells Fargo of any change to or cancellation of this authorization at least 10 days prior to the date such change/cancellation is to be effective. Authorization to Share Account Information with Wells Fargo Affiliates. An IFS Account is a fiduciary account for which Wells Fargo is the fiduciary. Such fiduciary accounts are protected under special rules of confidentiality, and account information may not be shared without approval. If Client so authorizes, Wells Fargo may share information it has or obtains about Client in connection with Client's IFS Account within Wells Fargo or its affiliates. The sharing of Client information Is solely for the purpose of assisting in the overall management of Client's banking and financial affairs, and to be advised of available products and services. If Client so authorizes, Client understands that representatives of other Wells Fargo departments or affiliates may contact Client as a result of the sharing of this information. This authorization is specific to Client's IFS Account and will remain in effect until Client revokes it by written notice to Client's Relationship Manager. This authorization will not be affected by any separate instructions Client may provide to Wells Fargo or any of its affiliates to opt out of the sharing of information about Client or Client's Non-IFS accounts. Unless Client indicates information may be shared in Section III, Client's information will not be shared except within Client's relationship team and to the extent necessary to properly manage and administer the IFS Account. Client Information (a) Client represents and warrants to Wells Fargo that Client has full power and authority to enter into this Agreement and to exercise control over the assets in the Account. If Client is acting in a fiduciary capacity, Client further represents and warrants to Wells Fargo that Client is duly appointed, qualified, and acting in such capacity. Effective Date 07/12 Page 7 of 8 Client Authorization—Single Account (587188 Rev 09-07/12) Section IV- Disclosures,Acknowledgements and Authorizations (Continued) (b) Client authorizes Wells Fargo to rely on the accuracy and genuineness of the information and documentation provided by Client and Wells Fargo shall not be responsible for verifying the accuracy of such information or documentation or be held liable for any loss, cost, damage or expense incurred by Client as a result of such reliance. (c) In the event that any individual or entity named in this Agreement or in any other documentation provided by Client as being authorized to act on behalf of Client shall in any way no longer be vested with authority to so act, Wells Fargo shall be entitled to honor any signatures or instructions given to Wells Fargo by such individual or entity on behalf of Client until Client provides Wells Fargo with a written revocation of such individual's or entity's authority. (d) Client agrees not to purchase securities for deposit to the Account unless Client is certain funds will be available on settlement date for the purchase. Client acknowledges that Wells Fargo need not accept or affirm any trade for Client when funds are not available in the Account. (e) Client acknowledges and understands the Account is not a margin account and that securities cannot be purchased on margin as part of the Account relationship. Fax and Email Authorization and Indemnity---Revised Unless Client selected"No"in Account Features, Section E, under fax and email, Client authorizes Wells Fargo to accept and act upon Account instructions of Client or Authorized Representatives)delivered to Wells Fargo via fax or email. Client understands that the email address or the signature on a fax will be used as authentication for instructions received. Wells Fargo shall consider any email communications received from an email address provided in writing by Client or Authorized Representative(s)as sent from such party, and likewise, any fax containing a signature of Client or Authorized Representatives) as sent from such party. Client is advised that fax or email communication is not recommended for time-sensitive matters. If time-sensitive instructions are delivered via fax and/or email, Client acknowledges that Wells Fargo will act within a reasonable time of receipt of the fax or email message. Client acknowledges that fax and email may not be secure or reliable modes of communication. Accordingly, Client agrees, to the extent allowed by Texas law, to indemnify and hold harmless Wells Fargo, its agents, affiliates, successors and assigns for and against any liability, claim, loss, or expense it may incur as a result of its good faith reliance on fax or email instructions from Client or Authorized Representative(s)to the Account, provided, however, that nothing in this Agreement shall be construed or interpreted as to require the Client to establish a sinking fund or to levy, assess, or collect a tax to fund such obligations.This direction and indemnity shall remain in effect until canceled in writing by Client. However,the indemnity for any such action taken by Wells Fargo based on communications received while this direction was in effect shall survive the cancellation of this Agreement and the termination of the Account. Funds Disclosure. Wells Fargo may invest the Account in proprietary funds, which are not deposits or obligations of, or issued, endorsed or guaranteed by Wells Fargo or any of its affiliates. Wells Fargo or an affiliate may provide services to such funds and may also receive compensation for such funds for providing such services as set forth in the applicable prospectus, private placement memorandum or other disclosure document available upon request. Wells Fargo may invest the Account in funds sponsored by parties other than Wells Fargo and may receive fees from the funds as set forth in the applicable prospectus, private placement memorandum or other disclosure document available upon request. See Fee Schedule for related disclosures. Oral Authorization. Wells Fargo is directed NOT to accept and act upon directions from Client communicated orally. All directions shall be in writing either by email or other written direction. Proxies and Corporate Literature. Wells Fargo will receive all corporate literature, grant proxies and vote shares of all securities, over which Wells Fargo has investment management authority, held as assets of the Account. Shares will be voted in the same manner as Wells Fargo votes other shares for which it has voting authority. With respect to assets over which Wells Fargo has no investment management authority, Wells Fargo will forward all corporate literature, including proxy requests, to Client or Client's designated voting party for disposition. Release of Shareholder Information. Securities held in investment accounts with Wells Fargo may be registered in the nominee name of Wells Fargo and, as such companies do not have Information regarding the beneficial owners of the individual accounts who hold the securities, the Shareholders Communications Act ('Act") was established to permit direct communication between a company and the beneficial owners of their securities (defined as the parties with voting authority over the securities). The Act put forth the following requirements: Effective Date 07/12 Page 8 of 8 Client Authorization-single Account (587188 Rev 09-07/12) Section IV-- Disclosures,Acknowledgements and Authorizations (Continued) For any account in which the grantor/principal or a third party retains the voting authority ("Voting Party") for the assets held in the account, Wells Fargo is required by law (specifically, the Act) to, upon request, disclose the following to companies whose securities are held in the Account: (i) the Voting Party's name and address, and (ii) holdings in the Account of securities issued by such companies. The law permits the Voting Party to object to this disclosure. If the Voting Party fails to object, the information indicated above will be disclosed to the issuer of the securities upon request. Voting Party understands that the companies who request this information are prohibited from using the information for any purpose other than corporate communications. Voting Party also understands and acknowledges that such information may be provided to persons other than the issuer of the securities such as to a dissident or objecting shareholder. If Wells Fargo is investment manager with sole authority to vote proxies, Client understands that, for purposes of the Act, Wells Fargo is considered the beneficial owner of the securities held for the Account. Wells Fargo does not disclose the Client's name, address and security positions of holdings in the Account Statements. Statements. Wells Fargo will furnish Client with statements of assets and transactions at least annually for managed trusts, and at least quarterly for managed agency accounts, unless Client directs more frequently on this Client Authorization. Trade Advices. In addition to the regular account statements, Client understands that upon request and at no additional cost, Client is entitled to receive a written notification of each purchase and sale transaction made by Wells Fargo on behalf of the Account. Client also understands that Client has a right to receive notification promptly after completion of the transaction or Wells Fargo's receipt of a broker's confirmation. For non-managed accounts, in lieu of a separate notification for each securities transaction, Client authorizes Wells Fargo to provide information on securities transactions in periodic Account statements for the period involved in the form regularly used by Wells Fargo on such statements. Section V— Client Acknowledgements 1. Please check below all fee schedules and disclosures received. Note: Fees are subject to change upon notice. ❑ Investment and Fiduciary Services -Agency, IRA and Revocable Trust (including Tax Services Fee Schedule and Third Party Sub-Advisor Fee Disclosure) - AFL ❑ Investment and Fiduciary Services -Agency, IRA and Revocable Trust (including Tax Services Fee Schedule and Third Party Sub-Advisor Fee Disclosure) - TPB M Investment and Fiduciary Services -Agency, IRA and Revocable Trust (including Tax Services Fee Schedule and Third Party Sub-Advisor Fee Disclosure) - HNW ❑ Other. Indicate Fee Schedule provided: 2. Client acknowledges receipt of the following additional Disclosures. Customer Identification New Account Requirements Effective Date 07/12 Page 9 of 8 Client Authorization-single Account (587186 Rev 09-07/12) Section VI — Substitute Form W-9/ Request for Taxpayer Identification Number and Certification (To be completed for the tax ID of the account as listed in Section H of this Client Authorization form) NOTE: For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contribution to an Individual Retirement Account (IRA) and, generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. Instructions for each signer • Check the appropriate box for the federal tax classification. • You must check the Exempt from Backup Withholding box below if you are exempt from backup withholding (e.g., corporation, retirement plan, etc.). • You must check the Subject to Backup Withholding box below if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. • For real estate transactions, item 2 below does not apply. • See www.irs.gov for additional information. Certification Under penalties of perjury, I certify that: 1. The number shown in this Substitute Form W-9 is my correct Taxpayer Identification Number (TIN) to be used for tax reporting (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. Citizen or other U.S. Person. For agency and custody accounts, if a SSN is to be used as the account TIN, enter the individual's name and SSN here. If an EIN Is to be used as the account TIN, enter the entity's name and EIN here. First Taxpayer Name TIN ❑ Subject to Backup Withholding(see instructions) The Fort Worth Permanent Fund 75-6000528 'lq Exempt from Backup Withholding Federal tax classification(required) ❑ C Corporation ❑ S Corporation ❑ Individual-Sole Proprietor ❑ Partnership ,R Trust/Estate ❑ Limited Liability Corporation- if selected, check applicable tax classification: ❑ C Corporation(C) ❑ S Corporation(S) ❑ Partnership(P) ❑ Other(specify) First Taxpayer Signature Date X C�� Co —7 113 11s-Ta la At4i L IS Pis9r C iN AW Second Taxpayer Name TI ❑ Subject to Backup Withholding(see instructions) ❑ Exempt from Backup Withholding Federal tax classification(required) ❑ C Corporation ❑ S Corporation ❑ Individual- Sole Proprietor ❑ Partnership ❑ Trust/Estate ❑ Limited Liability Corporation- if selected,check applicable tax classification: ❑ C Corporation(C) ❑ S Corporation(S) ❑ Partnership(P) ❑ Other(specify) Second Taxpayer Signature Date X Effective Date 07/12 Page 10 of 8 Client Authorization-Single (587188 Rev 09-07/12) Section VI— Substitute Form W-9/ Request for Taxpayer Identification Number and Certification (Continued) Third Taxpayer Name TIN ❑ Subject to Backup Withholding(see instructions) ❑ Exempt from Backup Withholding Federal tax classification(required) ❑ C Corporation ❑ S Corporation ❑ Individual-Sole Proprietor ❑ Partnership ❑ Trust/Estate ❑ Limited Liability Corporation- if selected,check applicable tax classification: ❑ C Corporation(C) ❑ S Corporation(S) ❑ Partnership(P) ❑ Other(specify) Third Taxpayer Signature Date X Fourth Taxpayer Name TIN ❑ Subject to Backup Withholding (see Instructions) ❑ Exempt from Backup Withholding Federal tax classification(required) ❑ C Corporation ❑ S Corporation ❑ Individual-Sole Proprietor ❑ Partnership ❑ Trust/Estate ❑ Limited Uability Corporation- if selected,check applicable tax classification: ❑ C Corporation(C) ❑ S Corporation(S) ❑ Partnership(P) ❑ Other(specify) Fourth Taxpayer Signature Date X Section VII-- Client Signature(s): Client agrees to the instructions above for Account of which Client is an Owner or Officer/Authorized Signer. Client also acknowledges receipt of all fee schedules and disclosures indicated above. 1. Signatu Print Name Susan Alanis Date�te � r x ,, � 3 AAt. 2.Signature Print Name Date X 7 3. Signature Print Name Date X 4. Signature Print Name Date X 02012,Wells Fargo BanK,NA.All rights reserved Effective Date 07/12 Page 11 of 8 Client Authorization-Single (587188 Rev 09-07/12) FEB, 20. 2013 10: 21AM WELLS FARGO WMG EXHIBIT NO, 196 P. 2 C Customer Identification New Account Requirements What Has Happened; Existing Customer Effective October 1, 2003, to help the government Existing customers (prior to October 1, 2003) are fight the funding of terrorism and money laundering exempt from these requirements provided that we aciivides, U.S. Federal law requires financial can reasonably determine that we already know the triscitutions to obtain, verify, and record information customer's identity. This determination may vary that identifes each person (individuals and non- between Wets Fargo and Co.lines of businesses. individuals) who opens a new account. Required Customer Information: Key Definitions The following customer information is required to Account open a new account; An account is a formal relationship established to a Name provide ongoing seMces.Examples are checking Address accounts, brokerage accounts, treasury services, and Permanent residence for individuals. safe boxes. Permanent business or office location for Customer non-individuals. A customer is an individual or non-individual who P.O.Boxes and snail drops are not allowed- opens a new account.This also includes new individual Military APOs and PP05 are allowed, customers who are added to an existing account. . Date of birth for individuals U.S.Person . Taxpayer identification number A U.S-person is an individual who is a citizen of the - For most customers, this will be either an SSN, United States M a non-individual entity that was EJN, or IT established under United States federal or state law, - If a non-U.S. person does not have a taxpayer A,non. person does not meet the above detion identification number, a number from a of U.S.per fini government issued identification document bearing evidence of nationality or legal residence may be substituted, - We may allow an exception for customers who have applied for but not yet received a taxpayer identification number, If we cannot obtain this information prior to opening an account, we must refuse to open the account, Effective Date: October 2003 0 2003 Wells Fargo&Companies.All rights reserved. FEB, 20. 2013 10:21AM WELLS FARGO WMG NO. 196 P. 3 Customer identification Requirements Verification of Information: Commonly Asked Questions I 'r Identifying Worxrmation provided by customers will What if I do not want to provide you some of the required be verified to ensure that we can form a reasonable information like my date of birth?I have concerns about i belief that we know a customer's true identity. my privacy. Verification methods will vary but typically involve: We cannot open an account if we do not obtain the documentary methods such as viewing a government required information.Wells Fargo & Co. is committed issued identi.&catlon,non-documentary methods such to respecting and protecting your privacy-For more f as comparing customer information to a public information about Wells Fargo's privacy policies, database,or a combination of both. please contact a financial representative- , Failure to Verify or Obtain Information: What if I do not have a residential or business address If we are unable to reasonably verify a customer's and instead use a mail drop at a package store? identity within thirty days,we may restrict access We are required to obtain a physical residence or to an account until the time we have reasonable business address or we may not open the account.P.O. j verification of the customer's identity. If we ultimately Boxes and mail drops are not allowed for customer conclude that we are not able to reasonably verify a identification purposes, customer's identity, we must close the customer's account. Daes this mean that I can no longer have my statements If through periodic review it is discovered that we mailed to a P.O.Box or accountant's office? have not obtained the required information,we will You may stall mail statements to P.C . Boxes or other contact the customer to obtain it. If we do not then locations,provided that we have a record of your receive The required information within a reasonable legal address. time frame,we may close the customer's account. I am a non-US.person and do not wish to obtain a tax- i These Are Minimum Requirements payer identification number.May I still open an account? j The identification.requirements disci sled in this A non-U.S.person may open an account without a i document are the minimum requirements required by taxpayer identification number if the customer U.S. Federal regulation.In the interest of preventing provides a government issued identification document ackin t has a r g number, is not expired, and bear fraud and identity theft,Wells Fargo and Co.lines of that .I business may have additional customer identification evidence of nationality or legal residence.Please note, requirements.Those requirements may also differ there may be additional Internal Revenue Service between the lilies of business, taxpayer identification number requirements for interest bearing accounts. Ocher Regulations Unaffected Customer identification requirements compliment and do not replace other UZ,Federal anti-money laundering and anti-terrorism funding prevention regulations. Examples of these regulatory requirements include: � currency trazrsacdon reporting,monetary instrument ; record keeping,suspicious activity reporting, and understanding a customer's source of wealth and intended account usage as apprrupriate. Effective Date:October 2003 44.vV+•�w•`.,,•••"•�;,•",.,"•,•,.•.•,••,-"• .• g •.•, •.. •^.W,Uuuutiluu;l;tu•u,uuwlr3i✓t;�u+r1,r. . •.•. svrf481unc9uxik8l..ulL:nual�Lr.Max4:wu+l: wu ucvs.: 02003 Wells Fargo&companies.All rigtm reserved. 2 P510045(200309153 09103) Wells Fargo U.S.Consumer Privacy Notice Rev.1012012 ..TMmmM, e WHAT DOES WELLS FARGO DO WITH YOUR PERSONAL INFORMATION? Financial companies choose how they share your personal information.Federal law gives consumers the right to limit some but not all sharing.Federal law also requires us tote H you how we collect,share,and protect your personal information,Please read this notice careful ly to understand what we do. I[All he types of personal information we collect and share depend on the product or service you have with s.This information can include: Social Security number and employment information account balances and transaction history credit history and investment experience financial companies need to share customers'personal information to run their everyday business. the section below,we list the reasons financial companies can share their customers'personal formation;the reasons Wells Fargo chooses to share;and whether you can limit this sharing. I[K1�4 it,16 in, For our everyday business purposes—such asto process your transactions,maintain your Yes No account(s),respond to court orders and legal investigations,or report to credit bureaus For our marketing purposes—with service providers we use to offer our products and Yes No services to you(please see below to limit the ways in which we contact you) For joint marketing with other financial companies No We don't share For our affiliates'everyday business purposes - Yes No information about your transactions and experiences For our affiliates'everyday business purposes— information about your creditworthiness Yes Yes For our affiliates to market to you Yes Yes For nonaffiliates to market to you No We don't share z Call 1-888-528-8460—our menu will prompt you through your choices m Online banking customers-log on to a secure session at wellsfargo.com,and choose"Change Privacy Preferences" underthe"Account Services"tab. Please note:if you are a new customer,we can begin sharing your information 30 days from the date we sent this notice.When you are no longer our customer,we can continue to share your information as described in this notice. However,you can contact us at any time to limit Our sharing, f � n To limit our direct marketing to you by mail or telephone,please call 1-888-528-8460-our menu will prompt you through your choices a Online banking customers-log on to a secure session at wellsfargo.com,and choose"Change Privacy Preferences" underthe"Account Services"tab. Please note:A Do Not Call election is effective for five years(or while you are an active consumer customer,if longer). The Do Not Mail election is effective forthree years.You may continue to receive marketing information in regular account mailings and statements,when you visit us online or at an ATM.You may also be contacted to service your account or participate in surveys.If you have an assigned client manager or team,they may continue to contact you to assist you in managing your portfolio or account relationship. Call 1-800-TO-WELLS(1-800-869-3557)or go to wellsfargo.com/privacy-security 0 2012 Wells Fargo&Company.All rights reserved, MKT6784 FOL(578013 Rev 08-10/12) Page 2 WHAT DOES WELLS FARGO DO WITH YOUR PERSONAL INFORMATION? Who is providing Wells Fargo U.S.companies that use Wells Fargo in their names and othercompanies listed in the this notice? Wellsfargo U.S.legal entities section. 1 How does Wells Fargo protect To protect your personal information from unauthorized access and use,we use security measures that my personal information? complywith federal law.These measures include computer safeguards and secured files and buildings, For more information visitwellsfargo.comlprivacy_security How does Wells Fargo collect We collect your personal information,forexample,when you: my personal information? 0 open an account or make deposits or withdrawals from your accounts ■apply for a loan or use your credit or debit card •seek advlce about your investments We also collect your personal information from others,such as credit bureaus,affiliates,or other companies. Why can't I limit all sharing? Federal law gives you the right to limit only: ■sharing for affiliates'everyday business purposes—information about your creditworthiness •affiliates from using your information to market to you o sharing for nonaffiliates to marketto you State laws and individual companies may give you additional rights to limit sharing.See below for more on your rights understate law What happens when I limit Your choices will apply individually unless you tell us otherwise.Any account holder may express a privacy sharing for an account I hold preference on behalf ofthe otherjoint account holders. jointly with someone else? Affiliates Companies related by common ownership or control,They can be financial and nonfinancial companies. r Our affiliates include financial companies with Wells Fargo in their name such as Wells Fargo Bank,N.A., Wells Fargo Insurance,Inc.,and Wells Fargo Advisors,LLC. Nonaffiliates Companies not related by common ownership or control.They can be financial and nonfinancial companies, K Wells Fargo does not share with nonaffliates so they can market to you. Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ■ Wells Fargo doesn't jointly market, 9 Important Notice about Credit Reporting:We may report Information about your account(s)to credit bureaus and/or consumer reporting agencies.Late payments,missed payments,or other defaults on your account(s)maybe reflected in your credit report and/or consumer report. Do Not Call Policy.This Privacy Policy constitutes Wells Fargo's Do Not Call Policy under the Telephone Consumer Protection Act for all consumers.Wells Fargo maintains an internal Do Not Call preference list.Do Not Call requests will be honored within 30 days and will be effective for at least five years from the date of request.No telemarketing calls will be made to residential or cellular phone numbersthat appear on the Wells Fargo Do Not Call list. Nevada residents,We are providing you this notice pursuant to state law.You may be placed on our internal Do Not Call List by following the directions in the To limitdirectmarketing section.For more information contact us at 1-800-869-3557;nevadanoticeinfo@wellsfamo.4om.or Wells Fargo,P,O.Box 5277,Sioux Falls,SD 57117-5277.Or contactthe Bureau of Consumer Protection,Office of the Nevada Attorney General, 555 E.Washington St.,Suite 3900,Las Vegas,NV 89101;702-486-3132;BCPINFO@ag.state.nv.us Vermont:We automatically treat customers with a Vermont mailing address as having limited sharing with our affiliates as provided on page one. Trust or fiduciary accounts for which Wells Fargo is the trustee or service provider,including employer-sponsored retirement accounts,are protected under special rules of confidentiality,Information on these accounts is not shared for marketing purposes withoutspecific consent. Wells Fargo Advisors Financial Advisors:if your financial advisor's affiliation with Wells Fargo Advisors ends and theyjoin a non-affiliated secu- rities broker-dealer,your financial advisor may be permitted to use limited information to contact you tojoin their new firm,as a usual means to continue to service and maintain your accounts.The information they may use is limited to your name,address,email address,phone number and account title. Wells Fargo U,S,banks and companies with"Wells Fargo"in their names,including Wells Fargo Advisors,LLC;Wells Fargo Bank,N.A.doing business as Flatiron Capital;as well as American Mortgage Network,LLC,doing business as Vertices and Abbot Downing,a Wells Fargo Business. This Privacy Disclosure also describes the privacy practices of First Clearing,LLC("First Clearing"),which is an affiliated clearing firm of Wells Fargo Advisors,LLC,First Clearing does not market to holders of accounts carried by First Clearing or provide information regarding such accounts or regarding your creditworthiness to other Wells Fargo companies for their own marketing or everyday business purposes,and the choices in this notice do not apply to First Clearing. The following legal entities and businesses are not covered by this notice and have separate privacy notices: 11 any non-bank company with"Wells Fargo Financial"in its name ■Wells Fargo Financial National Bank •the Wells Fargo Advantage Funds ■Wells Fargo Advisors Financial Network,LLC o any insurance company,insurance agency,or insurance brokerage or other company,which has its own privacy disclosures r businesses which have provided a separate privacy notice governing spedfied accounts or relationships m City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 12/11/2012 DATE: Tuesday,December 11, 2012 REFERENCE NO.: P-11467 LOG NAME: 13PBANKING TRUST SERVICE JR SUBJECT: Authorize Agreement with Wells Fargo Bank,National Association for Banking and Trust Services for Gas and Oil Mineral Assets for a Five—Year Period with an Estimated Annual Cost of$296,000.00 (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize execution of an Agreement with Wells Fargo Bank, National Association for banking and trust services for gas and oil mineral assets for a five—year period with an estimated annual cost of$296,000.00 and two,two—year renewal options. DISCUSSION: The purpose of this Mayor and Council Communication is to approve an Agreement for banking and trust services for gas and oil mineral assets.The City has engaged third—parry providers to furnish banking and other expertise in the management of the City's mineral assets since the inception of the Gas Lease Program in 2004. In 2008,the most—recent contract for these services was awarded to JPMorgan Chase Bank,N.A. (M&C C-23126)that contract will expire April 13, 2013. While the third—party provider has historically furnished banking services,the Financial Management Policy Statements also call for a portion of the City's gas revenues to be invested in a trust. Therefore, In going out for bid, Staff included requests for both banking services for the City's mineral assets and management and investment of those minerals revenues and assets that are placed into the trust. The City issued a Request for Proposals (RFP)on May 16,2012. One hundred ninety—four vendors were solicited,including banks,landmen,law firms and mineral production companies from the purchasing vendor database.Four proposals were received: 1)Bank of Texas, 2)Capital One Bank, 3)American National Bank of Texas, and 4)Wells Fargo,N.A.The current provider, JPMorgan Chase,N.A., did not submit a proposal. The proposals were reviewed by an evaluation panel which consisted of Staff from the Planning and Development Department,the Financial Management Services Department, and the M/WBE office.Proposal evaluation factors included background and experience of the firm,personnel qualifications, contract cost, and M/WBE participation. The RFP was broken into two sections—one for the banking services and another for the trust/asset management services. The RFP was structured to allow services to be provided collectively under a single contract or individually under multiple contracts.Wells Fargo,N.A., was determined to be the best evaluated firm for both the banking services and the asset management services. The fees for Wells Fargo N.A., oil and gas for banking services are a flat rate of$16,000.00 monthly for an annual cost of$192,000.00 totaling$960,000.00 for five years. Wells Fargo N.A.,fees for the trust services will be based on the size of the assets in trust and currently estimated to be approximately$104,000.00 annually based on a$20 million trust balance. As the size of the trust increases,the fees will increase proportionately.Over the five years of the contract, the total trust fees are estimated to be$770,000.00. All fees associated with these services will be funded through gas revenues per the Financial Management Policy Statements. AGREEMENT TERM—Upon City Council's approval,the Agreement will be executed for a five—year term. RENEWAL OPTIONS —This Agreement may be renewed for up to two, two—year options at the City's sole discretion. ADVERTISEMENT—This RFP was advertised every Wednesday in the Fort Worth Star—Telegram from May 16,2012 through June 14, 2012. M/WBE—Wells Fargo is in compliance with the City's M/WBE Ordinance by stating that it will make every effort to ensure that an amount greater than or equal to 10 percent of the organization's controllable expenditures are spent with NCTRCA certified DIMIWBEs directly or indirectly contributable to this award. The City's BE goal on this project is 10 percent. FISCAL INFORMATION: The Financial Management Services Director certifies that funds will be available in the designated capital and trust funds, as appropriated, per the Financial Management Policy Statements. BQNN12-01721JR FUND CENTERS: TO Fund/Account/Centers FROM Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Lena Ellis (8517) Additional Information Contact: Jack Dale (8357) James Rodriguez (2057) ATTACHMENTS 1.WF MWBE Compliance Merno.DOC