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Treasury ManagementMaster Services Agreement (“MSA”)Effective June 2019NATIONAL BANK OF ARIZONA Zions Bancorporation, N.A. is a member of the Federal Deposit Insurance Corporation (FDIC). ZionsBancorporation, N.A. operates through multiple divisions that use the trade names shown above. Thesetrade names or divisions of Zions Bancorporation, N.A. are not separate FDIC-insured banks. The FDICcoverage extended to deposit clients is that of one insured bank. Not all services for an account offeredat one division are necessarily available at another division. Certain transactions between accounts atour different divisions (including but not limited to cut-off times and settlement times) may be deemedand processed by us as transactions between separate financial institutions.As a client of Zions Bancorporation, N.A., your deposits are insured by the FDIC to at least 250,000 perdepositor for each account ownership category. To learn more, please visit the FDIC’s website,www.fdic.gov/deposit.
Return to Table of ContentsSECTIONTABLE OF CONTENTSPAGEINTRODUCTION. 1SERVICE-SPECIFIC PROVISIONS1.Account Reconciliation Service . 22.ACH Positive Pay Service . 23.Balance Reporting and Payments (“Treasury Internet Banking”). 24.Cash Vault Service . 65.Check Imaging Service . 96.Collection Draft Services . 97.Controlled Disbursement Service . 108.Data Exchange Service . 129.Electronic Data Interchange Service (“EDI”) . 1210.Electronic Invoicing and Receipts . 1311.Funds Transfer Services. 1412.[Reserved] . 3713.Lockbox Service . 3714.Positive Pay Services . 3915.Remote Deposit Capture Service . 4316.Returned Items Service . 4917.Zero Balance Accounts. 49GENERAL PROVISIONS18.Accounts . 4919.Advertising . 4920.Amendments . 5021.Arbitration/Jury Trial Waiver/Dispute Resolution . 5022.Assignment . 50
Return to Table of Contents23.Couriers. 5024.Cutoff Times and Business Days; Transactions Between Divisions . 5125.Definitions . 5126.Dual Control. 5227.Electronic Mail/Internet . 5328.Entire Agreement . 5329.Fees. 5330.Financial Statements . 5431.Fraud Detection and Prevention – Positive Pay/ACH PositivePay – Indemnification . 5432.Governing Law/Compliance . 5433.Indemnification and Release . 5534.Information Processing and Reporting . 5535.Limitation of Liability; Force Majeure . 5536.Notices - Duty to Notify Us . 5737.Notices Under this Agreement . 5738.Records . 5839.Reliance On Third Parties . 5840.Requests for Information/Beneficial Ownership . 5841.Reserve Account . 5942.Restricted Transactions; Internet Gambling . 5943.Security Interest. 5944.Taxes . 5945.Termination; Survival. 5946.Third Parties . 6047.Transaction Limits/Safeguards . 6048.Validity/Waivers/Overdrafts . 60
Return to Table of ContentsGETTING STARTED - SETUP49.Availability of Services . 6050.Equipment and Software . 6051.Your Administrator. 6152.Your Accounts . 6153.Security Procedure and User Guides . 61APPENDICESI.License and Support Services Agreement forRemote Deposit Service Software . 64
Return to Table of ContentsINTRODUCTIONThis Treasury Management Master Services Agreement (this “Agreement”), together with the Acceptance,the Specifications, and any related resolution you provide to us, sets forth the terms and conditions of theTreasury Management services (the “Services”) offered by Zions Bancorporation, N.A. (“the Bank”, “we”and “us”) to each Company that is a signatory to the Acceptance (“you”). (“Acceptance” and“Specifications” and certain other capitalized terms are defined in the Definitions section of thisAgreement.) This Agreement is also supplemented by your Deposit Account Agreement. The Bankoperates through its divisions, including: Amegy Bank of Texas, California Bank & Trust, The CommerceBank of Oregon, The Commerce Bank of Washington, National Bank of Arizona, Nevada State Bank, VectraBank Colorado, and Zions Bank (each a “Division”). The Division through which you are contracting isindicated on the Acceptance that you have executed.By executing an Acceptance or using any Service, now or in the future, you agree to be bound by the termsand conditions of this Agreement, the Acceptance, and any Specifications. Any Service described hereinmay have been marketed to you under a brand name that differs from how the Service is titled in thisAgreement, the Acceptance, or any Specification, or exhibit. Service availability may differ betweenDivisions.You may request a Service or change an Administrator, Authorized User, Account or other set-up detail inany manner accepted by us, but we shall not be obligated to provide any Service or make such changeunless we send you one or more Specifications disclosing and verifying how your requested Service hasbeen or will be configured or changed. Specifications may be issued and delivered by us in any mannerpermitted herein for written legal notices under this Agreement, e.g. by us sending an email to anyauthorized agent listed in your resolution or other instrument, or to any other contact person designated byyou in any Specification as a “contact” for the applicable Service. Specifications sent to the customer listedas the primary company in your Acceptance shall be deemed sent to and received by that primary companyboth for itself and as agent for each additional customer that has signed or joined in that Acceptance.You agree to promptly review all Specifications sent to you and to immediately contact us if any ofthose Specifications are not understood, are incorrect, or do not reflect your current preferences.You shall be bound by all listed Specifications sent to you (directly or through your Acceptance’sprimary company) unless you instruct us in writing within those five (5) Business Days to make aspecific change. We may choose to implement the new Specification during your review period. Inaddition, all Specifications shall become formal amendments to this Agreement ten (10) BusinessDays after being sent to you (directly or through your Acceptance’s primary company) unless youreject that Specification by written notice to us within that ten (10) Business Day period.Before providing or continuing to provide any Service or change thereto, we may in our sole discretionrequire you to countersign and return one or more Specifications (e.g., for sweep service) or a supplementalagreement (e.g., for using a third-party processor or being a third-party sender), or require you to undergoadditional underwriting (e.g., for ACH service). In no event shall we be required to obtain yourcountersignature for any Service or configuration.This Agreement incorporates the dispute resolution provisions set forth in your Deposit AccountAgreement as now or hereafter amended. Those provisions may include, for example, jury right waivers,class action waivers, and/or mandatory arbitration. For current dispute resolution terms, see the DepositAccount Agreement published in the Agreement Center of Bank’s public website.The first part of this Agreement sets forth “Service-Specific Provisions.” Only the provisions for theServices that you order, now or hereafter, shall apply to you. However, both the second part(“General Provisions”) and third part (“Getting Started - Set Up”) shall govern, regardless of whichServices you order.Page 1 of 67
Return to Table of ContentsSERVICE-SPECIFIC PROVISIONS1. Account Reconciliation Service1.1The Service. We offer both full and partial Account Reconcilement Services, as well as a depositreconcilement Service.(a) “Full” Reconcilement - if you provide us with your check issuance data prior to the Cutoff Time inaccordance with our guidelines, we will provide you with one or more reports regarding yourAccount activity.(b) “Partial” Reconcilement - we provide you with information about the checks that have paid againstyour Account.(c) “Deposit” Reconcilement - we provide you with a report of paper credit items. Reports areavailable online for viewing, printing and downloading.You agree to use only checks and deposit slips that meet our specifications and to provide us witha sample of your checks and/or deposit slips upon our request. Your sole and exclusive remedy forany error, damage or loss in any way connected with this Service, however arising, shall be limited(at our option) to either a re-performance of the Service for the period in question or a refund orcredit of an appropriate portion of the fees associated with this Service.2. ACH Positive Pay Service2.1The Service. If you request this Service, we will suspend any ACH entry initiated by a third party toyour designated Accounts if that entry does not meet your pre-established ACH filters, and we willpresent the suspended ACH entry to you electronically. You must then instruct us whether to permitor return the entry. You authorize us to act in accordance with your permit/return default election ifwe do not receive your instruction for any reason by the Cutoff Time.Note: We may, but are not required to, not suspend certain entries by Bank, its affiliates, its serviceproviders, or designated third parties (e.g. Bank’s preferred Merchant Services Provider).3. Balance Reporting and Payments (“Treasury Internet Banking”)3.1Overview. Treasury Internet Banking provides a web browser-based suite of electronic Servicesthat allow you to manage your banking activity online. If you request this Service and it is available,we will grant access to your Administrator to establish, maintain and delete Authorized User accessand perform other administrative tasks with respect to your use of this Service.Treasury Internet Banking allows you to enroll in the following Services: (a) Information ReportingService, (b) e-Statement Service, (c) Stop Payments Service, (d) Payments Services, and (e) MobileTreasury Internet Banking (each described below). Enrollment in some Services requires additionalacceptance or underwriting.3.2Information Reporting Services. This Service consists of several reporting modules. The BalanceReporting module, for example, allows you to access current and previous day balances, transactionand float information, historical information, and information on certain pending transactions. Youalso can elect to receive images of items deposited or posted to your Account the previous day. Thespecial reports feature enables you to access various reports online on the day we generate theinformation.Page 2 of 67
Return to Table of ContentsSince certain information and transactions are not processed by us until after the close of ourBusiness Day, some transactions may not be reflected by our system until the next banking day.Posted items may be reversed due to insufficient funds, stop payment orders, legal process, andother reasons. Certain balances also may not be subject to immediate withdrawal. We assume noresponsibility for any loss arising from incomplete information or for any temporary interruption inour Information Reporting Services. If you are unable to access our system for any reason, pleasecontact your treasury services representative for assistance.3.3e-Statements Service. Our e-Statement Service makes periodic Account statements and certainother notices and disclosures (each herein a “Statement”) for your enrolled Accounts available toyou electronically rather than by mail. The term “e-Statement” means any Statement that we makeavailable to you electronically through this Service.(a) Request and Authorization for e-Statements. By enrolling in the e-Statement Service, yourequest and authorize us to make the following Statements available to you electronically ratherthan by mail: (i) any Statement that we may elect to give to you, and (ii) any Statement that weare required to provide to you by current law or by any law adopted in the future.If an Account has more than one owner or authorized party, then (i) making e-Statements for anenrolled Account available to any one owner or authorized party shall constitute delivery to allowners and authorized parties and (ii) the Account may be enrolled, or its enrollment modifiedor cancelled, by any one owner or authorized party. We shall have no obligation or liability toany owner if we act upon the instructions of any one owner or authorized party.Your consent in this Agreement is in addition to, and does not replace, any other consent forelectronic delivery or notice that you may have previously given us. Your consent will surviveany future consent you may hereafter give to us. We may at any time and for any reason electto deliver or otherwise give notice of any Statement by U.S. mail or other commercially reasonablemethod in addition to, or instead of, our e-Statement Service.(b) Format. You may choose to have your e-Statements made available to you (i) as PDFdocuments through our Balance Reporting Service, and/or (ii) by any other means that we mayoffer from time to time (for example we may offer certain electronic file transfer options). Accessto your e-Statements through our Balance Reporting Service is controlled by entitlementsadministered either by the Bank or by your company’s Balance Reporting Service Administrator.(c) Prompt Review of e-Statements. Your e-Statement will be dated the day it is first made availableto you through our Balance Reporting Service or such other means that you have selected (the“e-Statement Date”). You must promptly review your e-Statements and any accompanyingitems and notify us in writing (within the applicable time periods specified in this Agreement andDeposit Account Agreement) of any error, unauthorized signature, lack of signature, alterationor other irregularity (collectively “irregularities”).Any time periods within which you must notify us of irregularities on your Statements shall beginon the e-Statement Date regardless of when you access the e-Statement. You are responsiblefor checking frequently to determine if new e-Statements have been made available. You willnot receive separate notices informing you when e-Statements have been issued. You areresponsible for contacting us if you are not able to access your e-Statements or if you are notreceiving your e-Statements. We may, but are not obligated, to send Statements by U.S. Mailor other method if we learn that your e-Statements are not being accessed.(d) Cancelling Enrollment; Termination; Suspension; Amendment. You may cancel your enrollmentin the e-Statement Service at any time. Your cancellation notice must include a request toresume paper Statements if you wish to start receiving them again. (Cancelling enrollment willnot automatically restart paper Statements.)Page 3 of 67
Return to Table of Contents3.4Stop Payments Service. This Service allows you to place stop payment requests for a specifiedperiod of time, cancel a stop payment request, and review current stop payment requests. You mustdesignate all of the following information (or such lessor combination as we may specify at the time):Account number, check number, EXACT amount of check (dollars and cents), payee name(s), andissue date. We will have no liability for paying a check on which you have placed a stop paymentrequest when any required information is missing or inaccurate. Your stop payment request willexpire automatically after the period of time you designate (up to the maximum period we permit,which shall not be less than 12 months; if you do not designate a period, we will apply the standar
providers, or designated third parties (e.g. Bank’s preferred Merchant Services Provider). 3. Balance Reporting and Payments (“Treasury Internet Banking”) 3.1 Overview. Treasury Internet Banking provides a web browser-based suite of electronic Services that allow you to manage your banking activity online.
