Item 19 - Depository Banking Services

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EXHIBIT A-3 kilitl ADDENDUMTION SERVICE TERMS V1.0 10 0 1 FOR ACH IL TIC _ _ _ This Addendum to ACH Origination Service Terms for ACH File Contingency Processing(this"Addendum")sets forth the terms and conditions under which JPMorgan Chase Bank, N.A. (the"Bank")will retrieve and process for The City Of Santa Ana(the"Customer")a previously transmitted ACH Credit Entry or ACH Debit Entry file in the event that an emergency or disruption at the Customer's transmission site or other Customer emergency or disruption prevents the Customer from transmitting its intended ACH files to the Bank. The Bank's ACH Origination Service Terms and terms and conditions governing the operation of accounts and services (collectively, the"Account Documentation") are incorporated into this Addendum by reference and shall become a part thereof. The Customer's signature below constitutes the Customer's acceptance of,and agreement to be bound by, this Addendum and the Account Documentation. Capitalized terms used in this Addendum and not otherwise defined herein shall have their meanings set forth in the Account Documentation. In the event of any conflict between the Account Documentation and this Addendum,the terms of this Addendum shall prevail. The parties hereby agree as follows: 1. If the Customer determines that it cannot create or transmit to the Bank a file of ACH Credit or ACH Debit Entries as a result of an emergency or disruption at the Customer's facilities, the Customer may request the Bank to retrieve, re-generate and process a previously transmitted ACH Credit or Debit Entry file. It will be the Customer's responsibility to determine whether there is an emergency or disruption that interferes with file transmission and the Bank will have no responsibility to verify that such an emergency or disruption exists. The Customer shall provide with any such request the origin number,item count,dollar amount and original effective entry date for the ACH file that the Customer wants the Bank to retrieve and re-process(the"Designated Re-Process File")and any other information requested by the Bank in order to retrieve such file(i.e.,origin name,company ID and account number,date). It is understood and agreed that ACH files are only maintained by the Bank for specified periods and the Bank will not re-generate a requested file if the retention period for such file has expired and it is no longer being maintained by the Bank. 2. Any request for the Bank to retrieve and re-process a Designated Re-Process File shall be issued by either an Authorized Person or by a person whose name,signature and telephone number is set forth in a Designation of Persons Authorized to Request Re-Generation of ACH Files in the form set forth as Exhibit A to this Agreement(a"Designee"),which Designation shall be delivered to the Bank concurrently with the execution and delivery of this Agreement. Any such request shall be delivered either(a)in writing signed by an Authorized Person or by a Designee,which may be sent by pdf attached to an email to an email address designated by the Bank,or(b)by telephone from a person identifying himself or herself as an Authorized Person or a Designee to a telephone number specified by the Bank,and in either case such request shall contain all of the information specified in Section 1 above. The Bank shall be entitled to act upon such instructions from any person purporting to be an Authorized Person or Designee. 3. Upon receipt and confirmation of a request to re-generate a Designated Re-Process File as provided herein,the Bank will seek to retrieve the Designated Re-Process File using the information provided pursuant to Sections 1 and 2.Whether retrievable or not,the Bank shall thereafter place a callback to an Authorized Person or Designee and shall report on whether the file is retrievable or not and if the file has been retrieved, identify the located Designated Re-Process File for confirmation by such Authorized Person or Designee. Upon receipt of such confirmation, the Bank shall(except as otherwise provided in Section 4)release the Designated Re-Process File into the ACH system for processing. The Bank will use reasonable efforts to perform this process promptly after the receipt of the Customer's request,but it is understood and agreed that processing may not occur the same day. 4. Notwithstanding anything to the contrary set forth in Section 3,if the Customer is an Infodex user,the Bank shall not release Designated Re- Process File, but rather shall advise the Customer that the file is available for the Customer to release on Infodex. Thereafter, it will be the Customer's responsibility to release such file through the normal Infodex process. 5. With respect to the ACH entries contained in any Designated Re-Process File processed by the Bank under this Agreement,the Customer hereby makes all of the warranties made by the Customer under the Account Documentation relating to ACH origination, including without limitation,that each entry has been authorized by the Receiver(as such term is used in the Operating Rules of NACHA). 6. It is understood and acknowledged that retrieving and re-generating Designated Re-Process Files is a manual process for the Bank and is performed as an accommodation to the Customer. Accordingly,the Bank shall not be liable to the Customer or any other person for any errors or delays in connection with the services described herein unless such error or delay is the direct result of the Bank's gross negligence or willful misconduct. To the maximum extent permitted by law, the Bank shall under no circumstances be liable for indirect, special or consequential damages. The Customer shall indemnify and hold the Bank harmless from and against any and all loss, liability, damages, costs or expenses,including attorneys'fees and costs,incurred in connection with this Agreement except to the extent due to the Bank's gross negligence or willful misconduct. 7. The Customer shall pay the fees specified by the Bank for the services performed hereunder. Payment of such fees shall be effected by a mutually agreed method. PN:2797010 DOC ID:1