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J.P. MORGAN CHASE
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Last modified
6/7/2016 4:12:02 PM
Creation date
11/22/2010 3:39:56 PM
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Contracts
Company Name
J.P. MORGAN CHASE
Contract #
A-2010-204
Agency
FINANCE & MANAGEMENT SERVICES
Council Approval Date
10/18/2010
Insurance Exp Date
6/1/2017
Destruction Year
0
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i <br />i <br />US Cash Concentration Service Terms (Single Entity) vs.o_os_o1_10 <br />1. Service. JPMorgan Chase Bank, N.A. (the "Bank ") will provide the customer (the "Customer ") with its Cash Concentration Service (the <br />"Service ") by which the Bank will automatically transfer funds in the amounts and in accordance with the instructions and selections set <br />forth in the service implementation form or schedule for the Service ( "Schedule A ") to and /or from the U.S. dollar demand deposit <br />accounts maintained at the Bank in the U.S and listed on Schedule A ( "Customer Accounts "). The provisions of the Bank's account <br />documentation, including terms and conditions governing the operation of accounts and services ( "Account Documentation "), are <br />incorporated into these Service Terms by reference. Capitalized terms used in these Service Terms, unless otherwise definetl in these <br />Service Terms, shall have the same meanings as set forth in the Account Documentation. By signing the Schedule A for the Service or <br />by using or continuing to use the Service the Customer agrees to these Service Terms. <br />2. Balances. The Customer shall maintain sufficient balances in the Customer Accounts to cover any amounts scheduled to be <br />transferred. The Bank may refuse or reverse any transfer if there are insufficient balances to effect such transfer without creating an <br />overdraft. If the Bank effects a transfer that causes or increases an overdraft to a Customer Account, such overdraft shall be immediately <br />due and payable by the Customer, without further notice or demand, together with interest thereon for the period of the overdraft. <br />3. Representations. The Customer represents and warrants: (i) that each Customer Account is not restricted in any way, and is owned <br />and held outright by the Customer, and (ii) its obligations under these Service Terrns are legal, valid and binding, and enforceable in <br />accordance with their terms <br />4. Authorized Changes. The Customer may, upon reasonable notice to the Bank, and consented to by the Bank, authorize additions, <br />deletions or changes to the Schedules, which notice shall extend the representations, acknowledgments and terms of this Service Terms <br />to such changes. <br />5. Intercompany Reports. If the Customer selects, as a feature of the Service, the Intercompany Reporting Service feature (the "Interco <br />Feature "), that selection and affected Customer Accounts shall be specified on Schedule A for the Service. Under the Interco Feature, <br />the Bank will provide the Customer with reports, for the Customer Accounts, detailing: (i) a tracking of accumulated inter - account <br />balance transfers; and (ii) a calculation of intracompany earnings and borrowing charges. In addition, the Bank, through the Interco <br />Feature, will provide the Customer with automated posting, to the affected Customer Accounts, of applicable intracompany earnings and <br />borrowing charges. <br />6. Required FDIC Disclosures. In the event of a failure of the Bank, funds transferred as part of a Service will be considered deposits of <br />the account in which the funds are held, as reflected on the Bank's end -of -day ledger balance, by the Federal Deposit Insurance <br />Corporation after completion of all transactions related to the Service and will be insured by the Federal Deposit Insurance Corporation <br />under its applicable insurance rules and limits. <br />7. Term; Termination. These Service Terms shall be in effect as of the date of the applicable Schedule A, and shall remain in effect <br />unless and until terminated. These Service Terms may be terminated by the Customer by sending written notice to the Bank. Any notice <br />of termination sent to the Bank shall only be effective when actually received by the Bank and after the Bank shall have a reasonable <br />time to act on such notice. These Service Terms may be terminated by the Bank, effective immediately upon the sending of written <br />notice to the Customer. <br />8. Notices. All notices to the Bank, pertaining to the Service, shall be sent to: JPMorgan Chase Bank, N.A. Go JPMorgan Treasury <br />Technologies Corporation — Liquidity Management Operations, 10420 Highland Manor Drive — 2nd Floor, Tampa, FL 3361 O. All notices <br />to a Customer shall be sent to the Customer's last known address on the Bank's books and records. <br />9. Governing Law. These Service Terms shall be governed by and construed in accordance with the laws of the State of California, <br />without reference to the conflict of laws provisions thereof. <br />PN: 363374 DOC ID: 6C /TY of SANTA ANA -Nov_ '!9, 2o�oPage l6 of 25 <br />
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