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Home My WebLink AboutJ.P. MORGAN CHASE�� FMS G�r�siine l7uarle 3�EQV 2 ? 201[ Document Checklist � JPMORGAN CHASE BANK, N.A. Robert Donahue 949 - 471 -9869 Robert. Donahue @chase.com Attn: Christine Duarte CITY OF SANTA ANA 20 Civic Center PLZ Santa Ana. CA 92701401 O Dear Christine, A -2010 -204 For your convenience, on the following page is a listing of documents contained in this package that pertain to the products /services you have requested, with instructions for each document. Please review the list for accuracy and contact us immediately if you have questions or concerns Any modifications to the attached documents, including but not limited to any changes, amendments, deletions and /or additions, will not be binding upon us unless such modifications are acknowledged and agreed to in writing by an officer of JPMorgan Chase. For your protection, where documents in this package are being sent as a -mail attachments and have been pre - filled, the account and /or SSN/TIN number has been truncated to the last 4 digits, or the documents have been encrypted and may require a password to open. If you require specific information regarding your account, please contact your Service Representative. PNr 350914 Page I of SI PN: 350974 DOC ID. O Page 2 of SI Document Name ID .Instructions Certificate Re ardin Accounts- CRA 1 Com lete, Si nand Return. � Account Terms 2 For reference onl � Funds Transfer Procedure A reement - MM Commercial 3 Complete, Sign and Return. Consolidated Service Terms for Commercial Bank and Dealer Commercial Services 4 For reference only. � CB Business Si nature Card 5 Com lete, Si nand Return � Certificate of Incumbent 6 Com lete, Si nand Return. � W -9 7 Com lete, Si n, and Return PN: 350974 DOC ID. O Page 2 of SI i u�� Certificate Regarding Accounts V'1.4_02_'19_'10 Instructions: Complete all relevant spaces with the requested information as applicable to the type of organization. Obtain signature of certifying signers) at the conclusion of the Cert�cate. vwr��w�r_ Customer Name: CITY OF SANTA ANA ( "Customer") Tax Identification Number: 956000785 ( "Client Entity ") Business Name: ( "Business ") A licable onl for Sole Pro rietorshi or business o eratin under an assumed name Jurisdiction of Organization: CALIFORNIA Type of Organization Q Corporation � Sole Proprietorship � Trust � Unincorporated Association (Check One) � Limited Liability Company � Partnership (including Limited Liability Partnership) Q Business Trust (under Delaware or Massachusetts law only) Q Joint Venture ® Governmental Entity (specify type): MUNICIPALITY � Other: A. DESIGNATION OF DEPOSITORY. This Certificate Regarding Accounts (this "Certificate ") is provided to any bank subsidiary of J.P. Morgan Chase 8 Co. (collectively, "Bank ") with respect to any and all deposit accounts, related products and all Treasury Services products or services, that Customer currently has or may open in the future with Bank (collectively, the "Accounts "). B. CERTIFICATION (as applicable to Type of Organization) 1. Corporation, Limited Liability Company, Partnership /LLP, Unincorporated Association, Business Trust. 1 am an officer, member, manager, director, or general partner (or person authorized to represent the member, manager, director or general partner), as applicable, of Customer. I certify to Bank that the governing body of Customer has adopted resolutions authorizing all actions and agreements described in this Certificate. Those resolutions were adopted in accordance with all requirements of law and of Customer's organizational documents, have been entered in the regular minute books of Customer, have not been rescinded, or modified, and are now in full force and effect. 2. Governmental Entity. I am either the custodian of the official records of Customer (the "Certifying Official "), or the public official authorized by law to establish and administer the financial accounts of Customer (the "Financial Officer "), and authorizetl to take all actions described in this Certificate. Bank has been designated a depository for funds of Customer in the manner required by applicable law. 1 certify to Bank that the governing body of Customer, if any, has adopted resolutions authorizing all actions and agreements described in this Certificate. Those resolutions were adopted in accordance with all requirements of law and of Customer's organizing statutes, charter, by -laws, ordinances, or other applicable laws and documents, have been entered in the regular minute books of Customer, and are now in full force and effect. 3. Trust. (Other than a business trust) 1 am (we are) all of the duly appointed and acting trustees) of the trust. I (we) certify to Bank that Customer's trust agreement and all other governing documents authorize the trustees to take all actions and enter into all agreements described in this Certificate, and that such authorization is in accordance with all requirements of law now in full force and effect. 4. Joint Venture. We are all the joint venturers of Customer. We certify to Bank that the joint venturers of Customer have authorized all actions and agreements described in this Certificate, and that such authorization is now in full force and effect. PNr 3S09I4 DOC ID: I Page 3 of 57 MV�RWN411111 5. Sole Proprietor. 1 am the Customer, and I individually am the sole owner of the Business. The Business is not a corporation, partnership, limited liability company, or any other form of business entity. This Certificate constitutes a durable power of attorney appointing agents, each acting singly, to take any and all action authorized under this Certificate or any other document described in this Certificate. This power of attorney will survive my incompetence, incapacity, or disability. "Attorney -in- Fact" means any of the following listed persons, acting singly unless otherwise provided in this Certificate: C. AUTHORIZATIONS (applicable to all Types of Organizations) 6. Account Opening. Each Account Manager is authorized to open one or more Accounts from time to time with Bank. "Account Manager" means each person holding an officer title with Customer. If Customer is a limited liability company or partnership, "Account Manager" means any member, manager, general partner, or trustee (or authorized official of a member, manager, general partner, or trustee) of Customer. However, if any names or titles are listed in the following line, "Account Manager" means only the following listed persons: If Customer is a sole proprietor, "Account Manager" means only Customer individually (i. e., the owner of the Business) or an Attorney -in -Fact, if designated by Customer. If Customer is a trust (other than a business trust), "Account Manager' means only each individual trustee and each person authorized to act on behalf of any entity trustee of Customer. If Customer is a joint venture, "Account Manager means only each joint venturer and each person authorized to act on behalf of the joint venture. If Customer is a governmental entity whose financial affairs are directed by a Financial Officer, "Account Manager" means only the Financial Officer. If Customer is a governmental entity whose financial affairs are directed by a governmental body, "Account Manager' means only the Certifying Official. Opening any Account will constitute Customer's agreement to be bound by all of Bank's account terms, conditions, documents, and agreements (as they may be amended from time to time) executed or delivered in connection with the Account. 7. Banking Services. "Authorized Person" means any Account Manager as designated above in Section C6. An Authorized Person may pe rtorm any or all of the functions listed below. Subject to any written agreement (and other forms applicable to the products and services), between Customer and Bank, any one Authorized Person is authorized to: (t) sign checks, drafts, notes, acceptances and other instruments (collectively referred to as "Items "); (2) take any action and /or give in instructions in writing, verbally, electronically or otherwise, ( "Instructions ") as provided in the account to rns or other agreement between Customer and Bank; and (3) identify, implement and contract with Bank for cash management product and services relating to an Account and /or other general banking services for the benefit of Customer, including without limitation electronic funds transfer services, electronic information services, automated clearinghouse services, lockbox services, fraud prevention services, and automated sweep investment services. Use of any such service will constitute Customer's agreement to Bank's standard agreements applicable to the products or services requested. 8. Changes to Authorized Persons. The Secretary, any Assistant Secretary, or any Account Manager may instruct Bank to add, delete or otherwise make changes to Authorized Persons by a written notice to Bank ( "Change Notice "). The Change Notice should identify all changes to Authorized Persons, including persons added or deleted, certify the name, title, and signature of each additional Authorized Person, and set forth any limitations to the authority of Authorized Persons. 9. Deposits. Bank is authorized to accept for deposit, credit, collection, or any other purpose, items or electronic deposits payable to (1) Customer by any trade name or style used by Customer, or (2) any owner, shareholder, partner, member, manager, trustee, or venturer of Customer ( "Owner "), or (3) more than one Owner, either jointly or in the alternative. All Items may be deposited to any Account with or without endorsement. 10. Continued Effectiveness. This Certificate will continue in full force and effect until Bank actually receives written notice from Customer revoking or modifying this certificate and Bank has had a reasonable opportunity to act on it. Bank may conclusively presume that this Certificate is in effect and that the persons identified from time to time as Account Managers or Authorized Persons by this Certificate, any signature card, or any Change Notice have been duly elected or appointed and continue to hold such positions. Customer releases Bank from any liability and will indemnify Bank against any loss, liability, or expense arising from Bank's reliance on this Certificate or any other certification or instructions provided by the Secretary, any Assistant Secretary, or any Account Manager. D. ADDITIONAL PROVISIONS (Only applicable to Trust or Governmental Entity) 11. Delegation of Authority for Trusts. If Customer is a trust (other than a business trust), each of the trustees expressly represents that the delegation of authority provided in this Certificate is for the ministerial act of executing instruments payable by, providing instructions to, or making deposits in Bank with respect to trust assets in an Account, which are authorized by the trust instrument. Bank is entitled to rely on this representation in conducting any business relating to any Account of the trust. PN: 350914 DOC ID: l Pag¢ 4 of Sl i��rwd�i 12. Death, Resignation, or Inability of Trustee to Act. If Customer is a trust (other than a business trust) and any trustee dies, resigns, declines to serve, or is unable to act as trustee, each surviving trustee or successor trustee is obligated to notify Bank and to provide Bank with a new Certificate authorizing Bank to act on the order or instruction of any newly appointed trustee. 13. Authority of Governmental Entity. If Customer is a governmental entity and Bank at any time determines that Customer is not authorized, or may not be authorized, under applicable law or its organizational documents to open any Account or to engage in any transaction or purchase any services relating to the Accounts, Bank may demand conclusive evidence of Customer's authority. Notwithstanding any agreement to the contrary, if Customer fails to provide conclusive evidence of its authority upon demand, Bank may immediately and without prior notice to nninate any Account or service provided to Customer, and Bank will not be liable to Customer for any damages in connection with that termination. E- CERTIFYING SIGNATURES 1. Applicable to all Types of Organizations EXCEPT Governmental Entity X X Certifying Signature Certifying Signature Print Name: CapacitylTitle Phone Number Print Name: Phone Number Executed this day of , PN: 350974 DOC ID: I Page S of SI i �r�� 2. Applicable ONLY to Governmental Entity a) Ce�{rtifying signer is: X T rR • � OfFCial's Signature FRANCISCO GUTIERREZ Printed Name ® Financial Officer Q Certifying Official EXECUTIVE DIRECTOR, FINANCE 8 MANAGEMENT SERVICES AGENCY Title FGUTIERREZ @SANTA- ANA.ORG 7'14 -647 -5420 E -Mail Address Phone Number For a Governmental Entity certified by a Financial Officer, the following must also be completed by an official other than the Financial Officer: I certify that the Financial Officer named above holds the office indicated in the foregoing Certificate, and is authorized by law to establish and administer the Accounts of Customer and to take all actions and enter into all agreements described in the foregoing Certi£cat� I further certify that the signature set forth above is the Financial Officer's signature. Official's Signature CHRISTINE C. DUARTE TREASURY MANAGER Title CDUARTE @SANTA- ANA.ORG 7'14 -647 -5335 E -Mail Address Phone Number Executed this `/ � day of `��!c -C�c� ��f � "20 7d PN: 3509I4 DOC ID: I Page 6 o_j'SI �i��i CRA Instruction Sheet 171 �i \.] I. [�7 1 . Jurisdiction of Organization —This is the state, territory, or country where the entity was organized. 2. Tax Identification Number —Used by Internal Revenue Service (IRS) in the administration of tax laws. 3. Business Trust — A "business trust" as used in this Certificate (CRA) is a legal trust set up for the purpose of business in Delaware and Massachusetts. The purpose of a business trust is to operate a profit venture for the beneficiaries of the trust. 4. Governmental Entity (specify type) — Examples of governmental entities include municipality, county, state, government agency, school board, etc. A. DESIGNATION OF DEPOSITORY This is a statement regarding the purpose of this Certificate (CRA). B. CERTIFICATION — By Entity Type t. Corporation, Limited Liability Company, Partnership /LLP, Unincorporated Association, or Business Trust —The appropriate officer must certify that the governing body of the Customer has adopted resolutions authorizing the actions and agreements described in this Certificate (CRA). After reading this paragraph, proceed to Section C. 2. Governmental Entity —There are 2 types of officials who may make the certifications in this Certificate (CRA) for a governmental entity, either a Certifying Official, or a Financial Officer. . Certifying Official —This is a person who has been elected /appointed /charged with the responsibility for the official records of the governmental entity that they represent, and holds an office comparable to a corporate secretary, e.g., for example, the Townor County Clerk, the Secretary of the School Board . Financial Officer -This is used for persons holding a specific governmental office which has been authorized by law to establish and administer Accounts for the governmental entity they represent, e.g., State Treasurer. After reading this paragraph, proceed to Section C. 3. Trust — (Other than a business trust) -The trustee or trustees must certify that all actions and agreements described in this Certificate (CRA) are in accordance with all requirements of law and of the Customer's trust agreement and all other governing documents. After reading this paragraph, proceed to Section C. 4. Joint Venture —Each joint venturer must certify that all actions and agreements described in this Certificate (CRA) are authorized. After reading this paragraph, proceed to Section C. 5. Sole Proprietor —This section indicates who may take the actions described in this Certificate on behalf of the owner of the sole proprietorship. If any person will be authorized to act on the behalf of the sole proprietor, they must be designated in this Certificate (CRA). This person will be known as "Attorney -in- Fact ". A sole proprietor is not required to have an "Attorney -In- Fact ". After reading and filling in this paragraph, if applicable, proceed to Section C. C. AUTHORIZATIONS (Applicable to all Types of Organizations) 6. Account Opening —This section identifies those persons (Account Managers) who will have authority to open Accounts for the entity described in this Certificate (CRA). PN: 350914 DOC ID: I Page 7 of S7 Corporation, Unincorporated Association Any person holding an officer title with Customer LLC, Partnership, LLP Any member, manager, general partner, or trustee, as applicable, of Customer Sole Proprietor � The Customer individually (i.e., the owner of the Business) or an Attorney -in -Fact, if designated by the owner of the business Trust (Other than a Business Trust) Each individual trustee or as specified in the trust agreement Joint Venture Each joint venturer Governmental Entity If Customer is a governmental entity whose financial affairs are directed by a Financial Officer, "Account Manager' means only the Financial Officer. . If Customer is a governmental entity whose financial affairs are directed by a governmental body, "Account Manager" means only the Certifying Official PN: 350914 DOC ID: I Page 7 of S7 IIIV��h'�N9�{IIIII CRA Instructions /Explanations Account Opening, continued: If paragraph 6 is filled in with one or more specific position titles /functions, such as "vice president or controller ", then only those persons holding that title and /or function will be allowed to open Accounts for Customer. If paragraph 6 is filled in with names of specific individuals, then only those individuals will be allowed to open Accounts for Customer. 7. Banking Services — Describes persons who are authorized to perform banking transactions for Customer and what those transactions may entail. "Authorized Persons "/"Account Managers" are designated in section C6 of this Certificate (CRA). 8. Changes to Authorized Persons — Describes how changes, additions, or deletions to those who are named as Authorized Persons may be made. 9. Deposits — Describes what Customer is authorizing Bank to do with deposits made into its Accounts. 1 O. Continued Effectiveness — Describes the terms under which this Certificate (CRA) will remain in full force and effect. D. ADDITIONAL PROVISIONS (Only applicable to Trust or Governmental Entity) t � . Delegation of Authority for Trusts (Other than Business Trust) — Declaration of the trustees as to the purpose of the delegation of authority described in this Certificate (CRA). 12. Death, Resignation or Inability of Trustee to Act — Describes the obligations of the trustees in the event that any trustee is unwilling or unable to perform his or her role. 13. Authority of Governmental Entity — Describes what actions Bank may take should Bank determine that Customer is not or may not be authorized to open Accounts or transact banking business. E. CERTIFYING SIGNATURES (Who can sign the Certificate (CRA)) PN: 350914 DOC ID: I Pag¢ 8 of SI Corporation, Limited Liability Company, Unincorporated The CEO, CFO, COO, President, Vice President. Treasurer Association, Business Trust Secretary or Assistant Secretary of the organization or other equivalent officer Only � signature is required, or as speciFed in fhe customer's organizations/ documents Partnership, Limited Liability Partnership Managing Partner or each Partner, if a Managing Partner has not been designated Trust (Other than Business Trust) All trustees) or as specified in the trust agreement Joint Venture Joint Venture r(s) Each Joint Venturer shou /d sign Governmental Entity represented by a Financial Officer Financial Officer accompanied by a second official signer who authorized by law as described in these instructions: page 1, certifies that the person signing holds the office indicated section B2. Governmental Entity represented by a "Certifying Official" as Certifying Official described in these instructions: page t, section 62. Sole Proprietorship Owner PN: 350914 DOC ID: I Pag¢ 8 of SI Account Terms 1111V�6��YR�11 V2.3_02_22_1 O INTRODUCTION This document (the "Account Terms "), contains the general terms and conditions and other disclosures for the accounts and services which the Customer may select, and constitutes an agreement between the Bank and the Customer. References to "the Bank ", when used in the Account Terms, shall mean JPMorgan Chase Bank, N_A., and any of its afFliates or subsidiaries, as applicable. References to the "Customer" in the Account Terms mean the governmental, nonprofit, or business entity to which the Bank provides accounts and services. All accounts subject to the Account Terms are, regardless of their location, referred to in this document as "Accounts ". The Account Terms may be supplemented or amended by existing or future agreements, terms and conditions, and notices, including, but not limited to any terms contained in an account application, signature card or similar document for an Account or arrangements regarding specific types of Accounts or services ( "Services ") offered by the Bank, as described herein or which by their terms ( "Service Terms ") are subject to the Account Terms. By signing the signature card, account application or similar document or by using or continuing to use any of the Accounts or Services, the Customer agrees to the Account Terms and such supplements, amendments, agreements, terms and conditions, notices or Service Terms, as applicable. The Accounts established with the Bank are subject to the Account Terms and relevant Account documentation ( "Account Documentation "). The Customer shall not transfer any of its rights and obligations in an Account or with respect to a Service, or create any form of security interest over such rights and obligations or in an Account, without the prior written consent of the Bank. 1. Authorized Persons. 1 .1 The Bank is authorized to rely upon any document that indicates the person authorized to act on behalf of the Customer ( °Authorized Person ") with respect to the Accounts and Services, until the authority for the Authorized Person is withdrawn by the Customer upon written notice to the Bank, and the Bank has a reasonable opportunity to act on the termination instruction. The Customer will provide specimen signatures to the Bank, in the manner requested by the Bank. 1 .2 Each Authorized Person, subject to any written limitation received and accepted by the Bank, is authorized on behalf of the Customer to: open, operate and close Accounts; overdraw Accounts as permitted by the Bank; appoint and remove Authorized Persons; execute or otherwise agree to any form of agreement relating to the Accounts or Services, including, without limitation, Account Documentation; execute guarantees, indemnities or other undertakings to the Bank in relation to guarantees, letters of credit or other financial transactions, or in relation to missing documents; draw, accept, endorse or discount checks, drafts, bills of exchange, notes and other financial instruments ("Items "); receive materials related to security procedures; and give instructions ( "Instructions'), including, without limitation, requests and payment orders, by means other than the signing of an Item, with respect to any Account transaction. Without limitation, such Instructions may be given singly or otherwise regarding: (i) the payment, transfer or withdrawal of funds by wire, computer or other electronic means, or otherwise; (ii) money, credits, items or property at any time held by the Bank for account of the Customer; or (iii) any other transaction of the Customer with the Bank. 1 .3 If the Customer provides the Bank with facsimile signature specimens, or if the Customer issues Items with a facsimile signature on one or more occasions, the Bank is authorized to pay Items signed by facsimile signature (including, but not limited to, computer generated signatures) if the actual or purported facsimile signature, regardless of how or by whom affixed, resembles the specimens filed with the Bank by the Customer, or resembles a specimen facsimile signature otherwise employed for the Customer's benefit. 1.4 The Customer represents that, prior to submitting any document which designates the persons authorized to act on the Customer's behalf, the Customer shall obtain from each individual referred to in such document all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service. Instructions; Security Procedures. 2.1 The Bank and the Customer may from time to time agree upon a security procedure to be followed by the Customer upon the issuance of an Instruction and /or by the Bank upon the receipt of an Instruction, so as to enable the Bank to verify that such Instruction is effective as that of the Customer. A security procedure may require the use of algorithms or other codes, identifying words or numbers, encryption, call back procedures or similar security devices. It is understood that such security procedure is designed to verify the authenticity of, and not to detect errors in, Instructions. The Customer agrees to safeguard such security procedure and to make it available only to authorized persons. Any Instruction, the authenticity of which has been verified through such security procedure, shall be effective as that of the Customer. An authenticated SWIFT message issued to the Bank in the name of the Customer shall be deemed to have been given by an Authorized Person. The Customer shall be bound by and adhere to the security procedures for use of the Service advised to it in writing or electronically by the Bank, as may be revised from time to time upon notice to the Customer. 2.2 The Bank is not obligated to confirm any Instructions. If the Customer, other than with respect to security procedures, chooses to confirm an Instruction, any confirmation must be clearly marked as such, and, if there is any discrepancy between an Instruction and a confirmation, the terms of the Instruction shall prevail. Subject to Section 5.6, the Bank may, at its option, use any means to confirm or clarify any request or Instruction, even if any agreed security procedure appears to have been followed. If the Bank is not satisfied with any confirmation or clarification, it may decline to honor the Instruction. PN: 350914 DOC ID: 2 Page 9 of SI IIIIV�Ci�!�l'�II 3. Deposits. 3.1 All Items deposited or cashed are received for collection only, and are received subject to final payment. The Bank may return or refuse to accept all or any part of a deposit or credit to an Account at any time and will not be liable to Customer for doing so even if such action causes outstanding Items to be dishonored and returned. Returned or refused deposits (or the legal equivalent of the deposited Item) will be returned to Customer. The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items, and deadlines to the extent permitted by applicable law or practice. The Bank chooses the method of collecting Items and may use other banks in the process. The Bank will present Items in accordance with the custom and practice of the jurisdiction in which the Items are collected. The Bank is not responsible for actions taken by other banks, nor for the loss or destruction of any Item in the possession of other banks or in transit. The Customer agrees to use reasonable efforts to assist the Bank in locating or obtaining replacements of Items lost while in the Bank's possession. 3.2 Credits and deposits to an Account will be available in accordance with the Bank's availability policy and in accordance with applicable laws. If the Bank credits an Account: (i) in contemplation of receiving funds for the Customer's credit and those funds are not actually received by the Bank, or (ii) in reliance on a transaction which is subsequently returned, reversed, set aside or revoked, or if the Bank does not receive funds for the Customer's credk for value on the date advised by or on behalf of the Customer, or if final settlement is not received by the Bank for any reason, then the Bank shall be entitled to debit any Account of the Customer with the amount previously credited and /or with any other charges incurred, even if doing so creates or increases an overdraft. 3.3 If the Customer sends an Item to the Bank on a collection basis, the Bank may defer credit or payment fora reasonable time, in accordance with its practices, without dishonor; and the Bank shall not be obligated thereon until it has remitted final payment. The fo/ /owing provisions in this section 3 app /y to Accounts to the United States, and to Services provided in connection with such Accounts. 3.4 The Bank may provide or make available upon request a receipt or similar document for certain deposits to your Account. However, the amount on such receipt or similar document is based solely on the deposit ticket. Credits for all deposits whether or not accompanied by a deposit ticket, including bulk deposits, are subject to verification. The Bank reserves the right to make adjustments to the Account for any errors, including any errors appearing on the deposit ticket, occurring during processing or otherwise, but the Bank has no obligation to do so for de minimis discrepancies. 3.5 The Bank may accept Items drawn on a non -U.S. bank or Items payable in a foreign currency on a collection basis, not for deposit, even if the Bank has taken possession of the Items as part of a deposit. Therefore, the Customer may not receive provisional credit for such Items, or if provisional credit has been given the Bank may revoke it. The actual credit for Items payable in a foreign currency will be at the Bank's exchange rate, for the Account credited, in effect at the time of final collection in U.S. dollars. 3.6 The Customer must place its endorsement on the back of a check only in the area within 1.5 inches from the trailing edge of the check. The trailing edge of the check is defined as the left side of the check looking at it from the front. If the Customer is authorized in writing to endorse checks on the Bank's behalf, the Customer agrees to comply with the endorsement standards of the Bank and of Appendix D of Regulation CC of the Federal Reserve System (available through the Customer's Bank representative). 3.7 If the Customer pre- encodes Items, the Customer should not use carrier documents (Items placed inside envelopes) in either high- speed forward or return cash letters. If the Customer does send carrier documents in either high -speed forward or return cash letters, the Customer shall be solely responsible for any losses or claims related to doing so, including, without limitation, errors in the amount of the Item, delays in processing or claims based upon poor image quality, and shall indemnify and hold the Bank harmless from and against any and all claims resulting directly or indirectly from processing the carrier documents. 3.8 If the payor bank, drawer or payee on any Item returns the Item to the Bank or makes a claim against the Bank based on an asserted unauthorized signature or endorsement or an asserted alteration, the Bank may accept that return or pay that claim and charge the Customer's Account for all or any part of the amount of the Item, even if the claim is made after the payor bank's return deadline. If the Customer deposits or cashes an Item drawn on the Bank and the Item or any endorsement is asserted to be forged, unauthorized or altered, the Bank may charge back all or any part of the amount of the Item, even if the charge back is made after the Bank's midnight deadline. 3.9 The Customer agrees that the Bank may collect any deposited Item by electronic means. The Customer will not deposit any substitute checks (that are not returned Items) unless the Bank specifically agrees to accept such deposit. In the event the Bank processes any substitute checks for deposit, without a specific agreement, the Customer agrees that the processing of it shall not be deemed to be the Bank's agreement to accept any substitute checks for deposit and that the Customer will be solely responsible for any loss or liability in connection with the deposit. 3.1 O If the Customer uses any of the Bank's night depositories, the Customer does so solely at its own risk. The Bank is not liable for any deposit in the night depository until the Bank issues the Customer a deposit ticket or other receipt acknowledging the deposit. Any Bank employee may open and count the money deposited in any night depository, and that employee's determination of the amount of money will be conclusive. The Customer is solely responsible for any loss incurred from the disappearance, theft, or loss of any envelope, bag, or money before the Bank verifies the contents of the deposit. 3.11 If the Customer deposits a remotely created check ( "RCC "), as such term is defined in Section 229.2 (fff) of Federal Reserve Regulation CC, the Customer warrants to the Bank, with respect to each RCC, that the person on whose account the RCC is drawn authorized the PN: 350914 DOC IDr 2 Page ]O of SI 1111V�6�h��illlll issuance of such RCC in the amount and to the payee stated on the RCC. An RCC includes an RCC that has been reconverted to a substitute check. The Customer authorizes the Bank to debit the Customer's account for any claim or return based upon an unauthorized RCC and the Customer agrees to indemnify and hold the Bank and its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, costs and expenses (including attorneys' fees) resulting directly or indirectly from any breach of the foregoing warranty. All other terms, rules and regulations governing a check will apply to an RCC. 3.12 The Bank may allow certain transactions using a Bank owned automated teller machine ( "ATM ") in connection with Accounts by issuing one or more commercial ATM cards and personally identifiable numbers or PINS ( "Card(s) ") to Customer's employees or agents. Customer agrees to use and cause its employees and agents to use the Cards only at ATMs owned by the Bank and Customer shall be responsible and liable for each Card and any transactions initiated using such Card. The Customer agrees that the types of transactions offered through the use of the Card may be limited by the Bank in the Bank's sole discretion The Bank has the right to cancel any Card at any time and for any reason, and will notify Customer of such cancellation. In no event shall the Bank be responsible for the security of the Cards. All ATM transactions are subject to veri£ cation. Any transaction not made on a business day or made after the Bank's designated cut -off time will be processed on the Bank's neM business day. The Customer agrees to obtain possession and return to the Bank or destroy all cancelled Cards. If the Customer believes a Card or PIN has been lost or stolen, the Customer should immediately contact the Bank's ATM call center. 4. Payment of Items. 4.1 The Bank is authorized to pay any Item drawn on the Account, in accordance with the Bank's usual procedures, including, without limitation, any item that purports to be a substitute check. The Bank is authorized to debit the Account on which the Item is drawn on the day the Item is presented, certified or accepted, or at such earlier time that the Bank receives notice by electronic or other means that an Item drawn on an Account has been deposited for collection. The Bank may determine Account balances in order to decide whether to dishonor an Item for insufficient funds at any time between receiving such presentment or notice and the time of the return of the Item, and need make no more than one such determination. 4.2 The Bank is authorized to pay all Items presented to it or cashed at the Bank, regardless of amount and without inquiry as to the circumstances of issue, negotiation or endorsement or as to the disposition of proceeds, even if drawn, endorsed or payable to cash, bearer or the order of the signer or any Authorized Person or to a lender in payment of that individual's obligations. 4.3 The Customer shall immediately notify the Bank if it becomes aware that any Items (whether completed or blank) are lost or stolen. The Customer shall not use its Account to allow any third party to issue checks or otherwise use the Account unless specifically agreed to in writing by the Bank. The Customer shall not issue Items that are post- dated, and the Bank shall not be liable for any damages caused by premature payment or certification of a post -dated Item. Further, the Customer shall not put any condition, restriction or legend on any Item, and the Bank is not required to comply with any such condition, restriction or legend. 4.4 The Bank may process any Item by electronic means. All Items the Customer draws against any Account must comply with the Bank's check specifications and image standards, published from time to time, and industry standards. The Bank may refuse to process any Item that is presented to it in a form that cannot be imaged or processed through its normal systems. The Bank shall not be liable for damages or losses due to any refusal to process or delay or failure in procuring, collecting or paying Items not conforming to such specifications or standards, except to the extent such losses or damages are the result of the Bank's gross negligence or willful misconduct. The fo/ /owing provisions in this secfion 4 app /y to Accounts in the United States, and to Services provided in connection with such Accounfs. 4.5 The Bank may, in its discretion, cash Items drawn on its Account when presented by the holder. If a payee who is not the Bank's deposit account customer presents an Item drawn on the Account for cash, the Bank may refuse to cash the Item or may charge the payee a fee for cashing the Item. 4.6 If the Customer establishes an Account which purports to: (i) require two or more signatures on any Items drawn on the Account; or (ii) limits the maximum amount for which any person can sign an Item, the Customer acknowledges and agrees that any such requirement is solely for the Customer's own internal control purposes. The Customer agrees that as long as the Bank follows its usual and customary procedures for processing and paying Items, the Bank will not be liable for paying any Item (a) lacking the required number of signatures, or (b) in an amount exceeding the maximum limit assigned to the signer. 4.7 The Bank offers the Customer services reasonably designed to help prevent check fraud and if the Customer fails to utilize those services, that failure will constitute Customer negligence contributing to the making of an unauthorized signature and the Customer will assume the risk that checks or drafts presented against its Account may be forged or altered, to the eMent that the services the Bank offered may have prevented any loss. In the event the Bank receives or is presented with Items which appear to be duplicates of each other, then the Bank may return one or more of such Items. 4.8 The Customer assumes all responsibility and liability for any claim or loss that the Customer or the Bank may suffer as a result of the Customer's: (i) issuance of a check in such a manner that information, marks or bands on the back of the check obscures endorsements; or (ii) placement of an endorsement on the back of the check which obscures other endorsements; and which thereby causes a delay in the forward processing and /or return processing of the check. The Bank retains the right to refuse to accept a check for deposit when the back of the check is unreasonably obscured. PN. 350914 DOC IDr 2 Page II of SI IIII�Ci�!�l'�II 4.9 If an Item issued by the Customer is transferred or negotiated outside of the United States and is subsequently sent to the Bank for deposit, collection or payment in the United States, the Customer shall be deemed to make, to the Bank, the transfer and presentment warranties under the Uniform Commercial Code, as ff such Item were negotiated or otherwise transferred in the United States. 4.'10 A stop payment Instruction from the Customer will be effective on an Item if: (i) the Bank receives the stop payment Instruction with a reasonable opportunity to act on such Instruction, which shall be at least one (f) full Business Day following the Business Day of the Bank's confirmed receipt of the Instructions at the applicable Bank location; (ii) the Instruction contains all information concerning the Item that the Bank requires, and is in the form required by the Bank; and (iii) the Item is not yet paid or cashed. For purposes of this Section, "Business Day" means a day on which the Bank is generally open for business in the jurisdiction where the Account is maintained. Stop payment Instructions on Items, unless otherwise provided, will be valid for one (f) year and will automatically renew up to six (6) additional years unless the Bank confirms receipt of the Customer's revocation of a stop payment Instruction. The Customer may request, through the Bank's call center or other authorized representative, anon- renewable stop payment, which will be effective fora '180 -day period. The Bank shall not be liable for any Item properly paid or cashed prior to the effective date of a stop payment request. Stop payment Instructions on Items are effective in having the Item returned unpaid by the Bank. However, stop payment Instructions have no effect on the rights of a holder in due course of the Item to make a claim directly against the Customer. 5. Funds Transfer Instructions. 5. � The Customer may issue funds transfer Instructions against Accounts, subject to the Bank's acceptance. Funds transfer Instructions will be received, processed and transmitted only on the Bank's funds transfer business days, and within the Bank's established cut -off hours on such days. Communications requesting cancellation or amendment of payment orders must be received at a time and in a manner affording the Bank a reasonable opportunity to act on the communication. The Customer may reverse, amend, cancel or revoke any Instructions only with the consent of the Bank and the beneficiary's bank. The Bank will debit the Account for the amount of each funds transfer Instruction accepted by the Bank, and the Customer authorizes the Bank to debit the Account for all fees associated with any funds transfer Instruction, including debit and credit processing charges, or to otherwise deduct such fees from the amount of the payment order. In processing the funds transfer, other banks may deduct fees from the payment order issued to them. No restrictions upon the acceptance of funds transfer Instructions by the Bank or upon the Accounts that the Bank may debit shall be binding unless agreed to by the Bank in writing. The Bank shall not be required to inquire into the circumstances of any transaction. 5.2 Notwithstanding any instructions by the Customer to the contrary, the Bank reserves the right to use any funds transfer system and any intermediary bank in the execution of any funds transfer Instruction and may otherwise use any means of executing the funds transfer Instruction which the Bank deems reasonable in the circumstances. 5.3 In connection with any funds transfer, the Bank and other financial institutions may rely upon the identifying number of the beneficiary, the beneficiary's bank or any intermediary bank included in the funds transfer. Also, the beneficiary's lxank in the funds transfer Instruction may make payment on the basis of the identifying number even though it identrFes a person different from the named beneficiary. Accordingly, the Customer shall be responsible for the consequences of any inconsistency between the name and identifying number, as instructed, of any party in such a funds transfer Instruction. 5.4 In accepting a funds transfer Instruction issued in the Customer's name for payment in currency other than the currency of the Account, the Bank is authorized to debit the Account for the equivalent amount of the foreign currency transferred at the Bank's prevailing rate of exchange or as otherwise agreed. If the Bank accepts funds transfer Instructions issued in a foreign currency where the Customer is the beneficiary, the Bank may convert the funds to the currency of the Account at the Bank's applicable currency exchange rate and charge the Customer a fee for such currency conversion. In accepting a funds transfer instruction issued in the Customer's name for payment to a receiving bank located outside of the United States, the Customer agrees that, subject to any restrictions under applicable law or regulations, the Bank may convert the funds to the local currency of the location of the receiving bank at the Bank's then prevailing rate of exchange. The Bank may deduct its fee for such conversion from the payment amount. Notwithstanding any prior action or course of dealing, subject to applicable law and regulations, the Bank has no obligation to cancel, reverse or otherwise buy back foreign currencies purchased by the Customer under a Service and, the Bank makes no commitment to buy back currencies. The Customer acknowledges that it may not be able to sell back certain foreign currencies once purchased. 5.5 If the Customer elects to settle foreign exchange transactions by draft, the Customer acknowledges and agrees that in the event the draft is not presented for payment within one hundred eighty (180) calendar days from the date of issuance, the Bank, subject to any restrictions under applicable law or regulations, shall have the right to cancel the draft, and the Customer authorizes the Bank to reconvert the funds into the original currency at the then current rate and re- credit the Customer's Account. If the remitter is no longer a customer of the Bank, the Bank may, in its discretion, transfer balances to an unclaimed moneys account, or issue a cashier's check, sending it to the address of the Customer on the books and records of the Bank. In the event that the payee, holder or other third party claims against the Bank on a cancelled draft, the Customer agrees that it shall be responsible for any losses in connection with such cancellation, including any amount recredited or otherwise paid to the Customer. The Customer acknowledges and agrees that applicable service charges and expenses, including stop payment and periodic maintenance fees, may be charged to the Customer's Account or otherwise deducted from the amount to be paid to the Customer. 5.6 Unless the Customer and the Bank have agreed in writing to an alternate security procedure, the authenticity of oral or written (including those transmitted by facsimile) funds transfer Instructions may, at the Bank's discretion, be verified by telephonic call -back confirmation with an Authorized Person. The Customer agrees that this security procedure is commercially reasonable for such Instructions. The Customer further agrees to be bound by such funds transfer Instructions, whether or not authorized, if issued in the name of the Customer using such security procedure. PN.• 350914 DOC ID. 2 Page l2 of 57 IIIV�k��A�llll The fo/ /owing section 5.7 app /ies to Accounts in the United States, and to Services provided in connection with such Accounts. 5 -7 All ACH entries received for an Account will be received by the Bank subject to the rules of the National Automated Clearing House Association and any other applicable ACH rules. The Customer agrees to be bound by such ACH rules. Any credit given by the Bank to the Customer for an ACH entry shall be provisional until the Bank receives final settlement. If the Bank does not receive final settlement, the Bank may revoke the provisional credit and charge back the amount to the Account or obtain a refund from the Customer, in which case the originator of the credit entry shall not be deemed to have paid the Customer the amount of such entry. The Bank shall not be obligated to notify the Customer of the receipt of a payment order or ACH entry for credit or debit to an Account. 6. Interest; Fees; Taxes. 6.1 The Bank may pay interest on certain interest- bearing Accounts at a rate determined by the Bank. The Bank may adjust interest paid (or principal, if permitted by law) and /or impose any charges on time deposit Accounts or fixed term Accounts from which withdrawals are made prior to maturity. 6.2 The Bank may impose, charge, pass- through and modify fees and /or charges for Accounts and services provided by the Bank, including, but not limited to, transaction, maintenance, balance- deficiency, and service fees and other charges, including those levied by any governmental authority (collectively "Fees "). The Customer will pay all Fees. The Bank may debit any Account for Fees, whether or not such debit may resuR in an overdraft of the Account. All payments to the Bank shall be in full, without set -off or counterclaim, and free of any deduction or withholdings related to any tax or other claim. 6.3 The Customer will pay or reimburse the Bank for any taxes, levies, imposts, deductions, charges, stamp, transaction and other duties and withholdings (together with any related interest, penalties, fines, and expenses) in connection with the Account or Services (including payments or receipts to an Account) except if imposed on the overall net income of the Bank. The Customer will provide the Bank such documentation, declarations, certifications and information as the Bank may require in connection with taxation, warrants that such information is true and correct in every respect and shall immediately notify the Bank if any information requires updating or correction. Account Statements. 7.1 The Bank will issue Account statements, confirmations, or advices ( "Account Statements ") at the frequency and in the manner advised to the Customer from time to time. The Customer is responsible for ensuring that an Authorized Person promptly examines each Account Statement and any accompanying Items which it receives or are made available to it by the Bank, and reporting any irregularities to the Bank in writing, including any claim of improper or unauthorized funds transfer activity. The Bank shall not be responsible for the Customer's reliance on balance, transaction or related information that is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any third party to the Bank. Internet Account Statements or electronic Account Statements, if applicable, shall be deemetl by the Customer and the Bank to be available to the Customer when the Account Statements are posted on the Internet and the Bank sends an electronic mail notification of availability to the Customer, or when the Bank sends the electronic Account Statement to the Customer. For purposes of determining when an Item is sent to the Customer, an image of an Item or information identifying the Item (i.e. Item number, amount and date of payment) is a sufficient substitute for the actual Item. The fo/ /owing provisions in this section 7 app /y fo Accounts in the United States, and to Services provided in connection with such Accounts. 7.2 The Customer must notify the Bank in writing of any unauthorized, improper, or missing endorsements within six (6) months after the Account Statement is mailed, transmitted or made available to the Customer. The Customer must notify the Bank in writing of any other errors, discrepancies or irregularities in any Account Statement, or in the Items and documents summarized or detailed in the Account Statement, or of the non - receipt of an expected Account Statement ( "Error "), within sixty (60) calendar days after the Account Statement is mailed, transmitted or made available to the Customer. The Customer must provide the Bank with all information necessary for the Bank to investigate the alleged error, discrepancy or irregularity, and must provide all supporting affidavits and testimony that the Bank requests. Failure to report an Error within the time frame set forth above, shall be deemed conclusive proof that Customer failed to report such Error within such time frame, and that Customer failed to exercise reasonable care and promptness in examining the Items and statements and notifying Bank of the Error. Customer agrees that such Error shall therefore be fully enforceable against Customer and Customer shall have no claim against Bank for same and shall be barred from bringing any action against the Bank that is in any way related to the Error. 7.3 If the Bank is safekeeping or truncating checks or deposit slips, the Customer agrees that cancelled checks or deposit slips will not be returned in the Account Statement and that the original cancelled checks or deposit slips may be destroyed in accordance with the Bank's applicable record retention schedules. The Customer acknowledges and agrees that the Bank's retention of checks does not alter or waive the Customer's responsibility to examine its Account Statements and report to the Bank any errors or discrepancies in writing within the time period set forth above. 7.4 The Bank strictly prohibits the use of any account to conduct transactions (including, without limitation, the acceptance or receipt of credit or other receipt of funds through an electronic funds transfer, or by check, draft or similar instrument, or the proceeds of any of the foregoing) that are related, directly or indirectly, to unlawful Internet gambling. The term "unlawful Internet gambling," as used in this section, shall have its meaning set forth in 12 C.F.R. Section Part 233, Section '132.2(bb). The Customer agrees not to conduct any PN: 350974 DOC ID: 2 Page I3 of SI �i transactions through the account that directly or indirectly involve or are related to unlawful Internet gambling, including, without limitation, the acceptance or receipt of any funds or deposits in connection therewith. 8. Overdrafts. 8.t The Bank may debit the Account even though the debit may bring about or increase an overdraft. Unless otherwise agreed in writing, any overdraft shall be immediately due and payable by the Customer to the Bank. If the Bank permits an overdraft, the Bank is authorized to charge interest on the amount of the overdraft as long as the overdraft is outstanding, at the rate determined by the Bank, up to the maximum rate permitted by law at the time of the overdraft or at the specific rate agreed in writing between the Customer and the Bank. Whether or not the Bank pays an Item that brings about or increases an overdraft, the Bank may deduct the applicable overdraft fees and expenses from the Account without notice. Unless agreed in writing, the Bank is under no obligation to permit any overdraft or to continue to permit overdrafts after having permitted an overdraft, notwithstanding any prior action or course of dealing. 8.2 When Items and other debits to the Account are presented to the Bank for payment oh the same day and there are insufficient available funds in the Account to pay all of these transactions, the Bank may choose the order in which it pays transactions, including, without limitation, the largest transaction first or any other order determined by the Bank, in its sole discretion. 9. Agents; Information. The Customer authorizes the Bank to retain an agent to perform data processing, collection and other services that the Bank considers necessary or desirable and to modify or terminate the Bank's arrangements with the Bank's agents at any time. The Customer agrees that requests, Instructions, and information with respect to Accounts, the Customer itseH, or transactions to be disclosed in accordance with the Account Terms, may be transmitted across national boundaries and through networks, including networks owned and operated by third parties. The Customer authorizes the Bank to disclose information with respect to any Account and Service, the Customer itself, or any transaction in which: (i) the disclosure, in the Bank's opinion, is necessary or desirable for the purpose of allowing the Bank to perform its duties and to exercise its powers and rights hereunder; (ii) the disclosure is to a proposed assignee of the rights of the Bank; (iii) the disclosure is to a branch, affiliate, subsidiary, employee or agent of the Bank or to its auditors, regulators or legal advisers; (iv) the disclosure is to the auditors of the Customer; or (v) the disclosure is permitted or required by law, regardless of whether the disclosure is made in the country in which the Customer resides, in which the Account is maintained, or in which the transaction is conducted. 10. Liability Limitation; Force Majeure. t O, t The Bank, its agents, employees, officers and directors, shall not be liable for any tlamage, loss, expense or liability of any nature which the Customer may suffer or incur, except to the eMent of direct losses or expenses attributable to the gross negligence or willful misconduct of the Bank, its agents, employees, officers or directors. The Bank, its agents, employees, officers and directors shall not, in any event, be liable for indirect, special, consequential or punitive loss or damage of any kind (including, but not limited to lost profits), whether or not foreseeable, even if the Bank, its agents, employees, officers or directors have been advised of the likelihood of such loss or tlamage, and regardless of whether the claim for loss or damage is made in negligence, gross negligence, for breach of contract or otherwise; provided, however, that the foregoing shall not apply to the eMent such loss or damage is caused by fraud on the part of the Bank, its agents, employees, officers or directors. '10.2 Neither the Bank nor the Customer shall be liable for any loss or damage to the other for its failure to perform or delay in the performance of its obligation resulting from an act of Gotl, act of governmental authority, de jure or de facto, legal constraint, war, terrorism, catastrophe, fire, flood or electrical, computer, mechanical or telecommunications failure, or failure of any agent or correspondent, or unavailability of a payment system, or any cause beyond its reasonable control. � t . Indemnity. The Customer agrees to indemnify and hold the Bank, and its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys' fees) resulting directly or indirectly from: (i) the Bank's acceptance or execution of any request or direction, including, without limitation, Items and Instructions issued in the name of an Authorized Person; or (ii) the Bank's payment of any taxes, interest or penalty otherwise due from the Customer paid on the Customer's behalf, or for which the Bank has no responsibility under the Account Terns. 12. Notices. All Account Statements and notices may be sent to the Customer by ordinary mail, courier, facsimile transmission, electronic transmission (including but not limited to SWIFT communication), through interne[ sites, or by such other means as the Customer and the Bank agree upon from time to time, at the address of the Customer on the books and records of the Bank. Unless otherwise arranged, all notices to the Bank must be sent to the Bank to the officer or service representative managing the Account, and must be sent by ordinary mail, by courier, by facsimile transmission, by electronic transmission or by such other means as the Customer and the Bank agree upon from time to time. The Bank shall have a reasonable time to act on any notices received. 13. Termination. Unless otherwise agreed, either the Bank or the Customer may close an Account or terminate a Service by giving the other party not less than thirty (30) calendar days' prior written notice of intent to close or terminate. Notwithstanding the foregoing, either party may PN: 350914 DOC ID: 2 Page I4 of SI IIIV�C�IV''fllll terminate an Account or a Service upon written notice to the other party in the event of: (i) a breach of the Account Terms or Service Terms by the other party; (ii) the other party's inability to meet its debts as they become tlue, receivership, administration, liquidation, or voluntary or involuntary bankruptcy; or the institution of any proceeding therefor, any assignment for the benefit of the other party's creditors, or anything analogous to the foregoing in any applicable jurisdiction, or a determination in good faith by the terminating party that the financial or business condition of the other party has become impaired: (iii) a determination by the terminating party, in ks sole opinion, that termination is necessary or required by law or regulation, or as a result of a court or regulatory agency order or proceeding; or (iv) a good faith belief by the terminating party that the other party is engaged in activities that are inconsistent with the terminating party's policies. The Bank shall have a reasonable opportunity to act upon any termination request. The Bank may (but shall not be obliged to) complete all requests and instructions received by it prior to receipt of the termination request, in addition to any request or instruction accepted on the day termination is to become effective. Notwithstanding anything to the contrary in any Service Terms, upon the closing of an Account, all Services linked to such Account are simultaneously terminated (unless otherwise specifically agreed to by the parties) and the Bank's obligations in respect of such Account or Services will terminate. However, any such closing or termination shall not affect the Customer's liabilities to the Bank arising prior to, or on, such closing or termination, all of which shall continue in full force and effect. In the absence of instructions from the Customer, the Bank may transfer balances to an unclaimed moneys account, or issue a cashier's check, sending it to the address of the Customer on the books and records of the Bank. 14. Account Disclosures. 14,1 The Bank may return or refuse to accept all or any part of a deposit or credit to an Account, at any time, and will not be liable to the Customer for doing so, even if such action causes outstanding Items to be dishonored and returned, or payment orders to be rejected. Refused deposits will be returned to the Customer. 14.2 The Bank may refuse to allow a withdrawal from any Account in certain cases including, but not limited to, cases where: (i) there is a dispute about the Account (unless a court or other competent authority has ordered the Bank to allow the withdrawal); (ii) a legal garnishment or attachment is served, including, but not limited to, a levy, restraining notice or court order; (iii) the Account is being used as collateral to secure a debt; (iv) Account Documentation has not been presented; or (v) the Customer fails to pay a Bank loan or other debt or obligation to the Bank on time. 14,3 Any amount standing to the credit of any Account with the Bank is payable exclusively at the branch at which the Account is held; however, payment may be suspended from time to time in order to comply with any law, regulation, governmental decree or similar order, in any jurisdiction, for the time being affecting the Bank, ks officers, employees, affiliates, agents or correspondents. The Customer acknowledges that deposits held in a branch of the Bank located outside the United States: (i) are not insured by the Federal Deposit Insurance Corporation or any other United States governmental agency: (ii) are subject to cross - border risks; and (iii) have a lesser preference as compared to deposits held in the United States in the event of a liquidation of the Bank. The fo/ /owing provisions in this section 75 app /y to Accounts in the United States, and to Services provided in connection with such Accounts. 14.4 U.S. federal regulations limit the number of pre- authorized or automatic transfers or withdrawals or telephonicJelectronic instructions (including check, draft, debit card or similar order payable to third parties) that can be made from a savings account (including a money market deposit account) to a total of six (6) per calendar month or statement cycle or similar period. The Customer agrees to comply at all times with such restrictions. Exceeding these withdrawal limits may result in the Bank converting the savings account into anon - interest bearing demand deposit account, with any attendant changes in pricing and account terms and conditions. Further, the Bank is required by U.S. law to, and hereby does reserve the right to require at least seven (7) days notice prior to a withdrawal from a savings account. The Bank does not presently exercise this right. 14.5 The Customer, if eligible, may open an interest bearing checking account ( "NOW Account "). The Bank is requiretl by U.S. law to, and hereby does reserve the right to require at least seven (7) days notice prior to a withdrawal from a NOW Account. The Bank does not presently exercise this right. 14.6 The Bank is authorized, for regulatory reporting and internal accounting purposes, to divide an Account: (i) in the case of a demand deposit checking Account, into anon- interest bearing demand deposit sub - account and anon- interest bearing savings sub - account; (ii) in the case of a NOW Account, into an interest bearing NOW sub - account and an interest bearing savings sub - account, and, in both cases, to transfer funds between these sub - accounts in accordance with U.S. law at no cost to the Customer. The Bank will record the sub - accounts and any transfers between them on .the Bank's books and records only. The sub - accounts and any transfers between them will not affect the Account number, balance requirement or use of the Account. 14.7 The Bank, for its administrative purposes may designate a branch of the Bank as the branch of record of an Account which may be different from the branch at which the Account is opened. This designation requires no action on the part of the Customer and will not change the Bank's operations, Services or customer support. 15. Governing Law. 15.1 The Account Terms, the relevant Account Documentation and the rights and obligations of the Customer and the Bank in respect of each Account shall be governed by and construed in accordance with the laws of the country in which the branch holding the relevant Account is located. With respect to Accounts maintained in the Unked States, the Account Terms, the Account Documentation and the rights and obligations of the Customer and the Bank in respect of each Account also shall be governed by and construed in accordance with the laws of the State of California, United States (without regard to its conflicts of law rules). Unless otherwise specified in the Service Terms, the rights and obligations of the Customer and the Bank under any Service Terms shall be governed by and construed PN: 350914 DOC ID: 2 Page I S of SI I in accordance with the laws of the State of California, United States (without regard to its conflicts of law rules). For purposes of clarity, unless otherwise specified in the Service Terms or Account Terms, for Accounts maintained in the United States and for all Services, such governing law shall include U.S. federal laws and regulations, Federal Reserve Bank rules and Operating Circulars, clearing house rules, automated clearing house rules and general commercial bank practices applicable to the type of Account and Services provided t o t he Customer. 15.2 The Customer and the Bank hereby irrevocably waive all right to, and will not seek, trial by jury in any action, proceeding or counterclaim, of whatever type or nature, arising out of these Account Terms or the relationship established hereby. Any claim in connection with Accounts which are the subject of these Account Terms, unless a shorter period of time is expressly provided, must be brought against the Bank within two (2) years of the incurrence of the cause of action, except as prohibited by applicable law. 15.3 In relation to each Account, the courts of the country or state in which the branch of the Bank at which the relevant Account is held shall have exclusive jurisdiction to settle any disputes that arise out of or are connected with the Account Terms, the relevant Account Documentation and /or the relevant Account. This section is for the benefit of the Bank only and does not prevent the Bank from taking proceedings in the courts of any other country or state with jurisdiction including, to the extent allowed by law, concurrently in any number of countries or states. 16. Miscellaneous. 16.1 If the Account Terms, Account Documentation, including, without limitation, Service Terms, are translated into, or appear in a language other than English, the English language version shall control. 16.2 The term Bank shalt include any successors of the Bank including, without limitation, an assignee or successors of JPMorgan Chase Bank, N.A. or any affiliate or subsidiary of such bank or any person who, under the laws of the jurisdiction of incorporation or domicile, has assumed the rights and obligations of the Bank, affiliate or subsidiary hereunder or to which under such laws the same have been transferred. 16.3 The Account Terms or Service Terms may vary applicable law or regulation to the maximum extent permitted under any such law or regulation. Any provision of applicable law or regulation that cannot be varied shall supersede any conflicting term of the Account Terms or Service Terms. Any terms of any supplement, amendment, agreement, Service Terms or notice that are inconsistent with a provision of the Account Terms shall supersede the Account Terms' provision for purposes of the particular account or Service which is the subject thereof. The Account Terms supersede and replace any other account conditions previously sent to the Customer. 16A Section headings are for convenience only and shall not affect the meaning of the Account Terms. If any provision of the Account Terms shall be held to be illegal or unenforceable, the validity of the remaining portions of the Account Terms shall not be affected. 16.5 The Customer represents and warrants that it shall comply with all applicable laws and regulations. The Bank will not be obligated to execute payment orders or effect any other transaction hereunder where the beneficiary or other payee is a person or entity with whom the Bank is prohibited to do business by any law or regulation applicable to the Bank in any jurisdiction (including without limitation, applicable laws and regulations regarding persons or entities which may be subject to sanctions), or in any case where compliance would, in the Bank's opinion, conflict with applicable law or banking practice or its own policies and procedures. Where the Bank does not execute a payment order or effect a transaction for such reasons, the Bank may also take any other such action as is required under any taw or regulation applicable to the Bank in any jurisdiction including, without limitation, freezing or blocking of funds. 16.6 The Bank may change or update these Account Terms or impose other restrictions on the Accounts or Services, as the Bank deems necessary in the course of its business, at any time, by the sending of notice by means of ordinary mail or through electronic channels. Changes to the Account Terms which are required by law may be implemented immediately or as required by law. The Bank may waive any of these Account Terms, but such waiver shall apply only on that occasion. Such waiver shall not constitute a waiver of any other provision of the Account Terms. 16.7 To the extent that the Customer has or hereafter may acquire any immunity (including sovereign, crown or similar immunity) from jurisdiction of any court, suit or legal process (whether from service of notice, injunction, attachment, execution or enforcement of any judgment or otherwise), the Customer irrevocably waives and agrees not to claim such immunity. 16.8 The Customer agrees at its sole expense: (i) to advise each of its employees, officers, agents or other persons accessing any Service by or on behalf of Customer ( "Users") of their obligations under the Account Terms or under any Service Terms or ancillary Service material, including, but not limited to, the obligation to refrain from using the Service via the Internet in the countries identified by the Bank; and (ii) to provide the Bank with all information reasonably necessary to setup and provide Services for the Customer, including, but not limited to, advising the Bank of the countries from which Users will access any Service via the Internet. Customer shall promptly provide the Bank with a notice of any claims it receives regarding a Service. 16.9 The Bank or the Customer, at its sole discretion, may make recordings and retain such recordings of telephone conversations between the Customer and the Bank. 16.1 OAII payment Instructions, whether Items, payment orders or otherwise, are subject to applicable law and payment system rules- 16.1 1 The Bank may retain copies (paper, electronic or otherwise) of any documents or Items relating to the Accounts and Services in a form preserving an image of any such documents or Items, including signatures, or a regular business record and discard the original PN: 350914 OOC ID_ 2 Page 16 of 5l �i documents or Items. The Customer hereby waives any objection to the use of such records in lieu of their paper equivalents for any purpose and in any forum, venue or jurisdiction, including, without limitation, objections arising from the Bank's role or acquiescence in the destruction of the originals. '16.t2All intellectual property rights in or relating to a Service, including any trademarks, service marks, logos, and trade names used in conjunction with a Service are the property of the Bank or its licensors and are protected by applicable copyright, patent, trademark and other intellectual property law. Except as provided herein, the Customer shall not reproduce, transmFt, sell, display, distribute, establish any hyperlink to, provide access to, modify, or commercially exploit in whole or in part any part of a Service, without the prior written consent of the Bank. '16.'13To assist in the fight against the funding of terrorism and money laundering activities, applicable law or regulations may require financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for the Customer: When the Customer opens an account, the Bank may ask for the Customer's name, address, date of birth (for individuals), and /or other information and documents that will allow the Bank to identify the Customer. The Customer agrees that the Bank also may request and obtain certain information from third parties regarding the Customer. For purposes of this provision, the Customer, to the extent required by law or regulation, shall include any signatory on an Account. If the Customer fails to provide or consent to the provision of any such information, the Bank may close any Account or discontinue providing any service without further notice. t 6.'14The Customer agrees that the Bank may deliver, make available and /or make accessible terms and conditions applicable to Accounts and Services to the Customer via electronic means and channels (including but not limited to by posting such terms on a Bank website). The Bank may request that the Customer "click" its approval of such terms. Subject to applicable law and regulations, the Customer agrees that the act of "clicking" its approval (or any similar act which has the same effect) with respect to any such terms will be evidence of Customer's acceptance of the applicable terms and conditions, to the same extent, and with the same force and effect, as if Customer had manually executed a written version of such terms and conditions. The Yo/ /owing section �7. �5 app /ies to Accounts /n the United States, and to Services provided in connection with such Accounts_ '16.'151f the Customer is a foreign bank or financial institution, R shall not permit its customers to conduct banking transactions in the United States through the Customer's Account, and shall not provide its customers with check stock, drafts, wire transfer capabilities or any other means by which its customers is able to draw on the Customer's Account. These types of arrangements are typically called "payable through accounts' and are prohibited under these Account Terns. The Customer acknowledges that the sale of U.S. dollar checks or drafts to third parties is explicitly prohibited without the express written approval of the Bank. � 7. Disputes over Account Funds. The Bank may refuse to pay out any money from an Account until any dispute over the deposits or funds (including, without limitation, any dispute over what persons are authorized to represent or act for the Customer) has been resolved by a court, or by agreement of the parties that is documented to the Bank's satisfaction. The Bank may file an action in interpleader with respect to any money where the Bank has been notrFed of disputed claims to that money. If any person asserts that a dispute exists, the Bank is not required to determine whether that dispute has merit in order to refuse to pay funds or interplead the funds. � 8. Provisional Recredit. In connection with any dispute regarding an Account, the Bank may choose to credit the Account pending completion of the Bank's investigation of the dispute. If the Bank determines that the Customer is not entitled to such credit, then, the Bank may reverse the provisional recredit to the Account, even if that reversal results in an overdraft. The io/ /owing section20 app /ies fo Accounts in the United States, and to Services provided in connection with such Accounts. � 9. Abandoned or Inactive Accounts. In the event the Bank is required to remit funds to any state as abandoned property, the Account may be charged for fees in remitting funds to that state. In addition, the Bank may charge fees in connection with its handling of dormant funds and accounts. These charges are not refundable. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of at least six (6) months, the Bank is not required to provide an Account statement until the Account has additional activity. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of at least twelve (12) months, the Customer may be unable to access the Account until appropriate contact is made between the Customer and the Bank. PN• 350914 DOC ID: 2 Page 77 of SI IIII�d��A'�PI JPMORGAN CHASE BANK. N.A. CITY OF SANTA ANA nature: Print Name: Manish Patel Print Name: FRANCISCO GUTIERREZ EXECUTIVE DIRECTOR, FINANCE & Title: �/ C� �Of 5 /�� /�� Title: MANAGEMENT SERVICES AGENCY Date: �/ / / / / � ©f � Date: \� / \0.�a..o �J (second authorized signer if required) Signature: � ��- Print Name: CHRISTINE C. DUARTE Title: TREASURY MANAGER Date: ��i9� /o (additional authoriz signer i eq,ui�rndg')'_ Signature: ` � /// "' ---�� Print Name: David N. Ream Title: City Manager Date: APPROVED AS TO FORM Laura Stitt Sheedy Assistant City Attorney PN_ 350914 DOC ID: 2 Page I8 of SI i ��ti��A� Availability Policy FOR ACCOUNTS MAINTAINED IN THE U.S. The Bank's policy is to make funds available to the Customer on the same, next or second business day after the day of deposit depending on the type of deposit and when the deposit is madeas described below. If the Customer will need the funds from a deposk immediately, the Customer should ask the Bank when the funds will be available. A. Determining the Day of a Deposit. If a deposit is made to an account on a business day before the Bank's cutoff time established for that location (which will be no earlier than 2 p.m. local time). However, if a deposit is made after the cutoff time or on a day that is not a business day, then the Bank will consider the deposit to have been made no later than the next business day. For determining the availability of deposits, every day is a business day, except Saturdays, Sundays, and federal holidays. Availability with respect to any deposit will be determined by the location of the banking center or other facility where the deposit was received. For deposits made at the Bank's automated teller machines (ATMs) the cutoff time is t 1 p.m. Eastern Time unless othewise noted on the ATM screen. B. Same Day Availability. Funds from the following deposits made at a banking center or at an ATM that do not require deposit envelopes will be available on the business day the Bank determines the deposit is made: • Cash; . Wire transfers; and • Electronic direct deposits to an account. C. Next Day Availability. Funds from the following deposits are available on the first business day after the business day the Bank determines the deposit is made: • U.S. Treasury checks that are payable to the Customer; . Checks drawn on a Bank affiliate that holds the applicable account (excluding a Controlled Disbursement site); and • At least, the first $t 00 from a day's total deposits. If the deposit is made in person to a Bank employee, funds from the following deposits are also available on the first business day after the business day the Bank determines the deposit is made: • State and local government checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center is used; • Cashier's, certified, and teller's checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center, is used; and • Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders, if these items are payable to the Customer. If a special deposit slip is not used, availability of funds from these deposits will follow the schedule identified in the Availability of Other Check Deposits section below. D. Availability of Other Check Deposits. Generally, funds from all other deposits of checks drawn on banks (as defined in Federal Reserve Regulation CC) will be available no later than the second business day after the day of deposit. Checks that require special handling may receive delayed availability. The amount of funds available to the Customer will be reduced by the amount of any deposited check that is returned unpaid. If the Bank reprocesses the check, the funds will become available no later than the second business day after the business day in which the check is reprocessed. E. Longer Delays May Apply. In some cases the Bank may not make all of the funds that are deposited by check available. Depending on the type of check deposited, funds may not be available as set forth above. However, the first $�00 of the aggregate deposit will be available on the first business day after the day of deposit. If the Bank is not going to make all of the funds from a deposit available at the times shown above, it will notify the Customer and specify when the funds will be available. If a deposit is not made directly to a Bank employee, or if the Bank decides to take this action after the Customer has left the premises, the Bank will mail or otherwise send the notice to the Customer by the business day after the day of deposit. Funds deposited by check may be delayed for a longer period under the following circumstances: • The Bank believes a deposited check will not be paid; • Deposited checks for all of the Customer's accounts total more than $5,000 in any one day; PNr 3S09I4 DOC ID: 2 Page 79 of SI IIVV�k��lllll • The Customer redeposited a check that has been returned unpaid; The Customer has overdrawn one or more of its accounts repeatedly in the last six months; or • There is an emergency, such as failure of communications or computer equipment. In such circumstances, funds will generally be available no later than the seventh business day after the day of deposit. Inclement weather or transportation problems may lead to additional delays under certain availability schedules. Customer may have specific availability schedules related to a banking service. F. Special Rules for New Accounts. If the account is a new account, the following special rules may apply during the first thirty days the account is open: • Funds from deposits of the first $5,000 of that day's total deposits of cashiers, certified, teller's, traveler's and federal, state and local government checks will be available on the first business day after the day of deposFt if the deposit meets certain conditions. For example, the checks must be payable to the Customer. The excess over $5,000 will be available no later than the ninth business day after the day of deposit. If the deposit of checks (other than U.S. Treasury checks) is not made in person to one of the Bank's employees, the first $5,000 may not be made available until the second business day after the day of deposit; and • Funds from all other check deposits will be made available no later than the fifteen business day after the day of deposit. This Availability Policy and availability schedules may be changed without notice. © 20'10 JPMorgan Chase 8. Co. All rights reserved. JPMorgan Chase Bank, N.A. Member FDIC. PN: 350914 DOC ID: 2 Page 20 of SI I� Funds Transfer Security Procedure Agreement v�.2_oaos_(�ios> Commercial Banking The undersigned (the "Customer') has requested the ability to provide payment orders (including any amendments thereof, "payment orders ") with respect to its accounts at JPMOrgan Chase Bank, N.A. (the "Bank ") in writing, by fax, electronically or orally, as from time to time permitted by the Bank. This sets forth the agreement between the Customer and the Bank with respect to the security procedures which the Bank will follow with respect to such payment orders. This agreement applies to any of the Customer's accounts currently and /or subsequently maintained at the Bank. The agreed -upon security procedure for the verification of payment orders is callback verification. The Bank will verify the authenticity of any oral or written (including writings transmitted by facsimile) payment orders, which exceed dollar thresholds from time to time established by Bank, issued in the name of the Customer, by obtaining confirmation from any person whom, according to the Bank's records, the Customer has designated as [(or any other person which the Bank otherwise reasonably believes to be)] authorized to issue instructions or payment ortlers or to verify payment orders on any of the Customer's accounts with the Bank at the telephone number in the Bank's records. Changes to callback information must be provided to the Bank in writing by an authorized person. In certain other circumstances (e.g., repetitive payment orders or payment orders of which the Customer is the beneficiary), the Bank may elect not to obtain callback verification. The Bank may elect, but is not obligated, to follow any other or additional verification procedures in its discretion. All payment orders are subject to the Bank's acceptance and, without limiting the generality of the foregoing, the Bank will not be obligated to accept a payment order which has not been conflrtned by callback. The Customer agrees to be bound by any payment order, whether or not authorized, issued in its name and accepted by the Bank in accordance with the security procedures described herein. It is understood that these security procedures are designed to verify the authenticity, and not the correctness, of payment orders. The Customer hereby ratifies and confirms its agreement to the Bank's account terms and conditions and funds transfer service terms, as in effect on the date hereof and applicable to the Customer's accounts at the Bank and as may be amended from time to time (collectively, the "Account Terms "). In the event of a conflict between this agreement and the Account Terms, this agreement shall control. This agreement shall be governed by and construetl in accordance with the laws of the State of California. Each party hereby represents and warrants to the other that the person executing and delivering this agreement on such party's behalf is duly authorized and empowered to do so. The Customer CITY OF SANTA ANA 95- 6000785 usio excerer am ,cai,m um � By ,.��ddS`�S._f. FRANCISO GUTIERREZ .mi ame EXECUTIVE DIRECTOR FINANCE 8. MGMT AGENCY ne By S Bne ure- -� —`� CHRISTINE C. DUARTE .,�� ema TREASURY MANAGER na Date �� 9� The Bank JPMORGAN CHASE BANK, N.A. �- 1 y p ,a„ By.- u a„ u, vvc�y or'r�s � eme PN: 350974 DOC ID: 3 Page 27 oj'Sl 111V��1�4��1111 V 1 .2_03_'1 O_'I O Consolidated Service Terms J.P. Morgan Chase provides an array of treasury services to meet your business needs. This booklet contains important information about J.P. Morgan Chase solutions that we provide. If you would like to add a service that is covered in this booklet, please contact your Commercial Banking Representative TREASURY SERVICES (United States) Commercial Bank PN: 350914 DOC ID: 4 Page 22 of 57 IIIV��11��flllll Welcome to JPMorgan Chase Bank, National Association ( "J. P. Morgan ", "Chase ", or "Bank "). We are pleased that you have decided to maintain a banking relationship with us. This Consolidated Service Terms booklet ( "Booklet ") contains the terms and conditions for certain cash management services ( "Service Terms ") J.P. Morgan may provide to you. By executing the Account Terms Acceptance Letter, Certificate Regarding Accounts, Business Signature Card, service implementation form or similar document, or by using or continuing to use any of the services referenced herein after receipt of this Booklet, you agree that the Service Terms included in this Booklet, in addition to the Account Terms and such supplements, amendments, notices and additional service terms provided to you from time to time will govern your existing and future deposit accounts maintained with us, in addition to those services that the Bank provides to you, as applicable. Part I includes Treasury Services Service Terms applicable to all Commercial Banking customers. Part II includes Service Terms for additional services that the Bank may provide to you. Part III includes Service Terms applicable for Liquidity Solution services which the Bank may provide to you. All Service Terms are subject to the Bank's Account Terms. Any modifications to this Booklet, including but not limited to any changes, amendments, deletions, and /or additions, will not be binding upon the Bank unless such modifications are acknowledged and agreed to it writing by an officer of JPMorgan Chase. We look forward to serving your business needs and thank you again for choosing Chase. 1. SERVICES FOR COMMERCIAL BANKING CUSTOMERS A. ACH Origination ----------------------------------------------------------------------------------- ------------------------------- 3 B. ACH Debit Block and Transaction Review ........................................... ............................... 5 C. USD Funds Transfer---------------------------------------------------------------------------- ------------------------------- 6 D. USD Funds Transfer By Check ............................................................ ............................... 6 E. Lockbox ----------------------------------------------------------------------------------------------- ------------------------------- � F. Coin 8� Currency---------------------•------......-------.....------------.....----------------.... ....---...----..........------- 8 G- Positive Pay, Reverse Positive Pay &Payee Verification ..................... ............................... 9 H- Controlled Disbursement .................................................................... ..........•-----............... 10 I- Image Cash Letter-----------------------------------•----••-----......------.....------------- ----- ------ •--------........... 11 J- Check Printing . ..............................- -•-------......----.....----.....-----------•--- ••-- -----...---.........---.... 12 K_ Telephone Tax Payment-------------------------------------------------------------------- ------------------- ------------ 13 L- Client Access .-•-------------------------------------------------------------.......---------.... ...-----------...---........... 14 11. ADDITIONAL SERVICES FOR COMMERCIAL BANKING CUSTOMERS A- Multicurrency Deposits &Collections .................................................. .............. .... ............. 18 B- International Cash Letter--------------------------------------------------------------------- -----------------•- -----....... 1 9 C- Foreign Exchange Payment-------------------------------•-•------.....---...........---- -----------...---...- --------.. 21 III. LIQUIDITY SOLUTION SERVICES FOR COMMERCIAL BANKING CUSTOMERS A. US Cash Concentration Service Terms (Single Entity) ....................... ..... .. ........................ 23 B. US Cash Concentration Service Terms (Multi Entity) ........................ ........... .. .................. 23 C. Cross - Border (U.S. /U. K.) Concentration Service Terms (Single Entity ) .......... ................... 24 D. Cross - Border (U.S. /U. K.) Concentration Service Terms (Multi Entity) .............................. 25 PNr 350914 DOC IDr 4 Page 23 of SI IIIV��11tVlllll The services described herein (each a "Service ") are subject to the Bank's Account Terms (as may be amended from time to time), which are hereby incorporated by reference into each Service Terms. By using any of the Services described hereunder, the Customer acknowledges that it has received and agreed to the Account Terms, as supplemented by these Service Terms. Capitalized terms in the Service Terms, unless otherwise defined herein, shall have the meanings set forth in the Account Terms Part I: Service Terms — Consolidated Service Terms Booklet A. ACH Origination The Automated Clearing House (ACH) is a batch processing payment system that U.S. banks use to exchange and settle credit and debit transactions on behalf of their clients or themselves. The origination of ACH Entries and the transmission and issuance of related transactions and information will be pursuant to these terms and the Operating Rules and Guidelines (collectively the "Rules ") of the National Automated Clearing House Association. Capitalized terms used in this subpart, unless otherwise defined in this subpart shall have the same meanings as set forth in the Rules. The Customer and the Bank agree to comply with and be bound by the Rules as in effect from time to time, including without limitation, the provision making payment of a Credit Entry by an RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Credit Entry and the Customer acknowledges that it has received notice of such rule and of the fact that if such settlement is not received, the RDFI will be entitled to a refund from the Receiver of the amount credited and the Customer will not be deemed to have paid the Receiver the amount of such Credit Entry. Service. The Bank provides ACH origination Services that will enable the Customer to do one or more of the following: (1) originate ACH Debit Entries; (2) originate ACH Credit Entries; and (3) issue paper drafts in lieu of ACH Debit Entries ("Drafts'). In conjunction with originating Entries or Drafts, the Customer may instruct the Bank to issue or transmit pre - notifications, requests for reversal or return, notifications of change or other information pertaining to the Entries. Origination of ACH credit Entries and origination of ACH Debit Entries (or Drafts) are two separate Services and approval or setup of one ACH Service does not automatically create the ability to utilize the other. It is the Customer's responsibility to provide Entries and instructions to the Bank with all the necessary information to complete the Customer's requested transactions. The Bank may reject or delay processing transactions or information if instructions are not complete or are inaccurate, contain an inactive Company ID or otherwise do not meet the criteria the Bank specifies for acceptance. All instructions to the Bank must be received by the Bank before the Bank's established cutoff time in order for processing to commence on that ACH processing day. Any instruction that is incomplete or that the Bank finishes receiving after the relevant cutoff time will be processed by the Bank on the next day the Bank processes ACH transactions. All transactions are subject to acceptance by the Bank. The Bank will notify the Customer of any transactions or other transmissions that are rejected or returned. If the Customer wants the Bank to reprocess those transactions or transmissions, the Customer must correct them and resubmit them. The Customer agrees to furnish the Bank with copies of any authorizations or notifications, if requested. Security and Data Protection Procedures; Examination. If the Bank follows agreed upon security procedures, the Bank may process and transmit transactions or information in the Customer's name. Unless the Customer and the Bank otherwise agree, transmissions to the Bank will be authenticated and /or encrypted using commercially reasonable security technologies meeting standards acceptable to the Bank. If the Customer uses a security procedure other than as described in the preceding sentence, the Customer acknowledges that the Customer chose such other security procedure after the Bank offered, and the Customer declined, the option of authenticating or encrypting and the Customer agrees to be bound by any transaction, whether or not authorized, issued in the Customer's name and accepted by the Bank in compliance with the security procedure the Customer chose. If the Customer elects not to utilize recommended message authentication and /or encryption technology, the Customer assumes all responsibility for unauthorized disclosure or unauthorized access to the Customer's data that occurs during transmission or while such data is in storage. The Customer shall provide the Bank with ongoing access, at Bank's request, to all Originators' files. Further, upon notice from Bank, the Customer shall provide such auditors and other Bank personnel as Bank may, from time to time, designate in writing with reasonable access at all reasonable times to the Customer's facilities, data and records relating to the initiation of Entries for the purpose of perfo nning audits to verify the Customer's compliance with these Service Terms and the Rules. The Customer shall provide, and shall cause its subcontractors to provide, such auditors and personnel any assistance that they may reasonably require. Settlement and Exposure Limits. Subject to this subpart, on the settlement date, the Bank will credit the Customer's account with the Bank that the Customer specifies for the total of: (t) the Customer's debit Entries that the Bank processed for settlement that day; (2) drafts issued for deposit to the Customer's account on that day; and (3) any returned or reversed Credit Entries. The Bank may delay the availability of funds deposited into the Customer's account by debit Entry or draft until those transactions cannot be reversed in accordance with the Rules or applicable law. The Bank will debit the Customer's Account with the Bank that the Customer specifies for the total of credit Entries processed in the Customer's name and for any returned Debit Entries and Drafts. The Bank may require the Customer to pay the Bank the amount of PNr 3S09I4 DOC ID: 4 Page 24 of SI any credit Entries on the date of transmission to the Bank or otherwise prior to the settlement date. The Bank also may require the Customer to maintain collateral with the Bank in an amount the Bank specifies. The Bank may from time to time establish or revise maximum dollar limits for the total value of all outstanding files of credit Entries and /or debit Entries and Drafts that the Bank will release on the Customer's behalf. The Bank may change or cancel the limits at any time without prior notice to the Customer, although the Bank will try to notify the Customer before the Bank does that. Warranties; Indemnity. Except as specified below, the Customer will be deemed to make the same warranties to the Bank as the Bank makes pursuant to the Rules. In the case of an Entry originated to another account with the Bank, warranties will be deemed to be given as of the time the Bank first processes the Entry. The Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the requirements of the Rules or the conformity of Entries and other data the Bank transmits to the file spec cations contained in the Rules. The Customer further represents, warrants and acknowledges that each Entry and Draft it originates will comply with all applicable U.S. laws and regulations and acknowledges that Entries may not be initiated that violate the laws of the United States. The Customer agrees to indemnity the Bank and the Bank's employees, officers, directors and agents and hold all of them harmless from and against any and all claims, demands, losses, liabilities or expenses (including attorneys' fees and costs) resuRing directly or indirectly from (1) the Customer's breach of any warranty made under this section and (2) compliance by Bank and the RDFI with any request the Customer makes for a cancellation, stop payment, reversal or recall of any Entry. Stop Payments; Reversals and Recalls. Customer's instruction to cancel, stop payment of, reverse or recall one or more Entries must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in accordance with Bank's procedures advised to Customer. Entries or other instructions may not be amended or modified. Third -Party Service Providers. The Customer may choose to use athird -party service provider or service bureau to issue Entries or other instructions, handle returned Entries or perform other functions for and on the Customer's behalf. If the Bank accepts such Entries or other instructions, the Customer will be bound by them. The Customer is responsible for all actions taken or not taken by the Customer's provider, and the Customer is responsible for all costs and expenses of the Customer's provider. Third -Party Sender_ If the Customer is a Third -Party Sender, as such term is hereafter defined, (a) the Customer warrants that the Originator has agreed to be bound by the Rules and has satisfied the obligations of an Originator under the Rules; (b) in any case where the Originator fails to perform ks obligations under the Rules as an Originator, the Customer shall indemnify, defend and hold the Bank harmless from and against any and all claims, demands, losses, liabilities and expenses, including attorneys' fees and costs. that result directly or indirectly from the failure of the Originator to perform its obligations as an Originator under the Rules; (c) the Customer agrees to cooperate with the Bank regarding any request for information concerning the identity of any Originator; and (d) the Customer represents, warrants and covenants that neither these Service Terms nor anything related to the ACH Origination Services violates, contravenes or is inconsistent with any of the terms, conditions or provisions of any agreement, understanding or arrangement between the Customer and the Originator. Further, the Bank will rely on the Customer to evaluate the legitimacy of the Originators and their transactions originated by the Customer and for ensuring that instructions do not involve illegal activities. The Customer hereby represents and warrants to Bank that Customer (a) conducts due diligence on each Originator for which the Customer is initiating Entries in accordance with "Know Your Customer' policies and procedures maintained by Customer that provide for the gathering of information relating to the originator's principal business activities and geographic location and verification that the Originator is operating a legitimate business and (b) regularly monitors its Originator's transactions for suspicious activities. Upon request by the Bank, the Customer shall promptly provide to the Bank Customer's written due diligence policies and procedures and results of monitoring activities. The Customer must notify the Bank immediately if the Customer suspects or becomes aware of any activity or transaction of an Originator that the Customer believes may be of an illegal or illegitimate nature or that involves the proceeds of illegal activity or that was conducted, in part or whole, for the purpose of disguising the source of funds. The Bank will be entitled at any time upon notice to the Customer to decline to provide the ACH Origination Services, or terminate the provision of ACH Origination Services, for any Originator on whose behalf the Customer is originating Entries if the Bank determines that there are excessive returns or reversals of Entries originated on behalf of such Originator or if the Bank becomes aware of any information indicating suspicious, fraudulent or illegal activity related to such Originator or for any other reason. Customer shall provide the Bank with ongoing access, at Bank's request, to all Originators' files. Further, upon notice from the Bank, the Customer shall provide such auditors and other Bank personnel as the Bank may, from time to time, designate in writing with reasonable access at all reasonable times to the Customer's facilities, data and records relating to the initiation of Entries for the purpose of pertortning audits to verify the Customer's compliance with this section. As used herein, "Third -Party Sender" shall mean a person who is not an Originator, who has authorized an ODFI or another Third -Party Sender to transmit, for the account of the Third -Party Sender or another Third -Party Sender, (i) a credit entry to the account of a Receiver with an RDFI, or if the Receiver is also the RDFI, to such Receiver, in order to effect a payment from the Originator to the Receiver, or (ii) a debit entry to the account of a Receiver, or if the Receiver is also the RDFI, to such Receiver, in order to effect a payment from the Receiver to the Originator. IAT Entries. If Customer is originating Entries that are required to be formatted under the Rules as IAT Entries, Customer will comply with all applicable Rules relating thereto, and Customer will originate such Entries only through one of Bank's ACH origination channels that support IAT origination. Some of Bank's ACH origination channels do not accommodate IAT Entries; upon request, the Bank will advise Customer as to which of Bank's ACH origination channels can be used for IAT origination. PN: 350914 DOC ID: 4 Page 25 of'SI I�I��Y1�11111 If a foreign currency conversion is performed by Bank in connection with an IAT Entry, Customer acknowledges that the foreign currency exchange rates fluctuate, and accepts the risk of such fluctuation, including fluctuations in rate between the time Customer submits the Entry Data Instructions and the time the transaction is executed and /or reversed, returned or recalled. Any payment returns and /or reversals will be credited to Customer's account in the currency in which Customer's account is denominated, and Customer is responsible for any rate fluctuations. In the event of an erroneous or duplicate IAT Entry originated for payment to a receiving bank outside the United States, the rights of Bank and Customer with respect to reversal or recall of such Entry are subject to the laws, regulations and payment system rules of the receiving bank's jurisdiction. Customer acknowledges and agrees that IAT Entries may be delayed in processing or posting due to the Bank's or RDFI's review of such Entries for OFAC compliance. Further, Customer understands and acknowledges that unlike PPD Credit Entries, there is no requirement under the Rules that IAT Credit Entries that are made available to an RDFI by its ACH operator by 5:00 pm on the banking day prior to the Settlement Date be made available to the Receiver at the opening of business on the Settlement Date; cleared IAT Credit Entries must be made available no later than the Settlement Date of the entry, but funds are not required to be available at opening of business on the Settlement Date. B. ACH Debit Block � ACH Transaction Review ACH Debit Block is a Service that allows a customer to return ACH debit entries originated to the Customer's account with the Bank. ACH Transaction review allows the Customer to review ACH debit and credit entries originated and posted to the Customer's account with the Bank and to instruct the Bank to return some or all of these transactions. ACH Debit Block: (a) Service. The Customer can select from a variety of authorization or blocking criteria and advise the Bank in a manner and form acceptable to the Bank. The Bank will return any blocked transaction indicating that the ACH debit was not authorized. (b) Company ID Numbers. If the Customer elects an option that blocks or allows ACH debits from specified companies, the Customer must supply the Bank with the applicable ACH Company ID Number of the Originator as it appears on the Company /Batch Header Record. The Company ID Number will be the sole criterion for blocking Debit Entries (unless Customer has also set maximum dollar limits) and Bank will have no obligation to take any other steps to determine the identity of the Originator. The Customer will be solely responsible for obtaining the correct Company ID Number for each such Originator. The Customer understands that Company ID Numbers are not unique and that a Company ID Number may identify more than one Originator and one Originator may have multiple Company ID Numbers. The Customer understands that Company ID Numbers are not a perfect filter and that transactions from Originators may be blocked or allowed if the Originator uses a Company ID Number other than the one Customer identifies. The Bank will not be responsible for transactions blocked or allowed in accordance with the instructions the Customer provides for the Company ID Number. (c) Debits Not Affected by Blocking. ACH debit blocks do not apply to certain transactions. The following types of ACH - related debits will not be blocked: • debits to the Customer's account to offset any ACH credit Entries originated by the Customer through Bank; • reversals of previously received ACH credit Entries; • returns or reversals by the RDFI of ACH Debit Entries originated by the Customer through the Bank; • Reclamation Entries; • debits to the Customer's account initiated by the Bank or Bank's agent to correct processing errors, effect back valuations, make other adjustments or for fees, charges or other amounts the Customer owes the Bank; and • debits to the Customer's account that the Bank posts pursuant to its internal procedures in order to comply with applicable law, regulations or payment system rules or guidance. ACH Transaction Review: (a) The Customer shall use filter criteria available through the service to select the types or categories of incoming ACH debit and /or credit transactions to be reviewed or the Customer may elect to review all incoming ACH transactions subject to Section 2(d) below. (b) Based upon the filter criteria selected by the Customer, ACH transactions meeting that criteria will be made available for the Customer to review not later than a designated time on the banking day following the day on which the transactions are posted to the Customer's account. The details provided by the Bank for each Entry will include account number, dollar amount, company ID, receiver's name, standard entry class code and settlement date. (c) The Customer shall advise the Bank by means of an agreed upon transmission method not later than the Bank's designated cutoff time on the same day as transaction information is made available for those transactions, if any, that are unauthorized and that PN: 350974 DOC ID: 4 Page 26 of SI IIII�AkY�'V��NI the Customer wishes to return. The Bank is entitled to rely on any instructions that it receives and that it reasonably believes to be genuine. The Bank shall return all such transactions and make corresponding adjustments to the Customer's account to which the transactions had been posted. All transactions reported to the Customer as to which Bank does not receive a timely return instruction from the Customer will remain posted. (d) The following types of ACH transactions will not be made available for the Customer's review and decisioning: • debits or credits to the Customer's account to offset any ACH Entries originated by the Customer through the Bank; • reversals of previously received ACH Entries: • returns or reversals by the RDFI of ACH Entries originated by the Customer through the Bank; • Reclamation Entries; • debits or credits to the Customer's account initiated by the Bank or Bank's agent to correct processing errors, effect back valuations, make other adjustments, or to comply with legal requirements or for fees or charges the Customer owes the Bank; and • if the Customer is also subscribing to the ACH Debit Block service, any transactions blocked and returned pursuant to that service. (e) Certain transactions reviewed and approved by the Customer may nevertheless be returned by the Bank. This will happen if (i) there are insufficient funds in the Customer's account to cover the amount 'of an ACH debit or other charge, (ii) a stop payment was previously placed on the transaction or (iii) the Bank determines the transaction must be returned for legal or regulatory reasons. Certain transactions that the Customer advises should be returned may nevertheless be posted by the Bank; these include ACH debits or credits to the Customer's account that the Bank posts pursuant to its internal procedures in order to comply with applicable law, regulations or payment system rules or guidance. C. U.S. Funds Transfer J.P. Morgan's Funds Transfer Service enables the electronic transfer and settlement of funds between the Customer and a beneficiary of the payment to destinations around the world. Customers use USD funds transfer services (as opposed to checks or ACH payment services) when they seek same -day settlement with intraday finality and irrevocability of payments. �. Service. The Customer may issue payment orders against its accounts with the Bank by means of SWIFT, electronically, by telephone or by such other method as the Customer and the Bank may agree upon. All funds transfer instructions sent to the Bank shall be in the format specked by the Bank and must be received by the Bank no later than such time as may be established by the Bank upon notice to the Customer. The Bank will determine the order in which it processes payment orders. If the Customer's payment order bears the codeword "PRIORITY" or "TIMED" in such field as the Bank specifies, the Bank will use reasonable efforts to move such payment order to the front of the Bank's processing queue, and such payment shall be handled in accordance with the Bank's procedures for processing such payments 2. Security Procedures. All payment orders and communications requesting amendment of payment orders issued in the Customer's name are subject to verification by the Bank in accordance with the security procedures agreed upon between the Customer and the Bank. Such security procedures may be set forth in written agreements between the Customer and the Bank. 3. Advices. The Customer may subscribe to Bank services for the delivery of account - related activity and information ( "Advices "), to a party designated by the Customer, including but not limited to information relating to credits and debits to a Customer account, and the return or rejection of certain payments. Advices may be sent via SWIFT or to devices capable of receiving teM messages, such as alphanumeric pagers and cellular phones, or as otherwise agreed upon by the parties. The Customer is responsible for maintaining the accuracy of the information that is required to deliver such Advices, including but not limited to the address and /or telephone number of the recipient and, if applicable, the messaging components and conditions that will trigger the transmission of the Advices. 4. Processing. The Bank reserves the right to use any funds transfer system and any intermediary bank in the execution of any funds transfer Instruction and may otherwise use any means of executing the funds transfer Instruction which the Bank deems reasonable in the circumstances. The Bank and other financial institutions may rely upon the identifying number of the beneficiary, the beneficiary's bank or any intermediary bank included in the funds transfer. Also, the beneficiary's bank in the funds transfer Instruction may make payment on the basis of the identifying number even though it identifies a person different from the named beneficiary. 5. Same -Day Amendment and Cancellation Service. The Customer may subscribe to a service to enable same -day amendment and cancellation of payment orders. Once the Bank has expressly approved the customer's use of the service, all cancellation or amendment messages sent to the Bank shall be in the format specified by the Bank and must be received by the Bank no later than such time as may be established by the Bank upon notice to the Customer. 6. Reference Pattern Search. The Customer may subscribe to a service to enable the Customer to instruct the Bank to repair information on incoming and outgoing payment orders, and to pertorm additional services related to beneficiary deduction services. The Customer shall comply with such formatting requirements specified by the Bank in connection with such services. In connection with beneficiary deduction services, the Customer represents and warrants that it has obtained all necessary authorizations to enable the Bank to deduct transaction charges from the funds transfer amount payable to the beneficiary. PN: 350914 DOC 1D: 4 Page 27 of 57 IA��Y�l��IIIII D. U.S. Funds Transfer by Check J.P. Morgan's U.S. Funds Transfer by Check Service allows the Customer to instruct the Bank (as the Customer's agent) to draw U.S. dollar checks ( "Disbursement Checks ") payable to the order of payees and in amounts designated by the Customer for distribution. Requests for Disbursement Checks. All requests for Disbursement Checks must be transmitted to the Bank via authenticated SWIFT transmission, or one of the Bank's proprietary access mechanisms. The Customer shall transmit the requests in such format as the Bank specifies from time to time. The Bank may (but shall have no obligation to) process requests that do not conform to these Service Terms and may impose additional fees for such processing. Issuance. Unless the Customer specifies a future issuance date in the Customer's request, each Disbursement Check will be issued within one banking day of the day on which the Bank receives the issuance request. The Bank will not honor requests to draw Disbursement Checks to any person or entity with whom or with which the Bank is prohibited to do business by law or regulation, or in any case where compliance would, in the Bank's judgment, conflict with applicable law or good banking practice. Disbursement Checks will be signed by the Bank on the Customer's behalf substantially as follows: Drawer: [Customer Name] By: JPMorgan Chase Bank, N.A. as Agent for the Above -Named Drawer As of the day a Disbursement Check is issued, the Bank will debit the Customer's designated demand deposit account in the amount of the issuance instruction. Stop Payments Orders. The Customer may issue a stop payment order in respect of any Disbursement Check only by a message sent via authenticated SWIFT to a Bank location to be designated by the Bank and in the format designated by the Bank from time to time. Any stop payment order must include the reference number assigned by the Bank to the Customer's request for the issuance of such Disbursement Check. The Customer shall pay a service fee for each stop payment order in the amount then in effect at such time the Customer issues the stop payment request. E. Lockbox Lockbox is a remittance processing Service offered to customers to support their accounts receivables business needs. The Customer's remittance deposits are sent to a Post Office Box and picked up by the Bank and delivered to or via courier for further processing and posting to the Customer's deposit account. Service. The Bank will maintain the Post OfFCe Box for the Customer's remittances and will have unrestricted and exclusive access to the Post Office Box while providing the Lockbox Service. Customers requiring Caller Service or Business Reply Mail Service for remittance collection must obtain prior approval from the Bank. Upon approval, the Customer will secure such services directly with the United States Postal Service (the "USPS ") and ensure the Bank is authorized to collect the mail. The Bank shall not be responsible for delays in processing due to the Customer's failure to pay the USPS for such services or any other action taken or not taken by the USPS. The Customer is responsible for ensuring their customers' remittances are properly addressed in order to prevent delays in processing. Deposit; Endorsement. The Bank will collect all mail delivered to the designated Post Office Box, and will open the mail, process the checks eligible for this service (the "Items') and credit the funds to the Customer account or process for collection the Items received. except: i) Items that the Customer has instructed the Bank in writing, and the Bank has received not to process; ii) Items that the Bank believes should receive the Customer's special attention; iii) Items for which the Customer is not the payee, unless the Customer has provided proper authorization to process for credit or collection of such Items; and iv) any other matter or merchandise received. The Bank will not process such excepted Items or other matters or merchandise but will forward them to the Customer unprocessed. The Bank assumes no responsibility for the inadvertent processing of Items excepted from processing. The Bank will process credit card payments as point of sale transactions, obtaining authorization as required by applicable card rules; provided, however, the Bank will not place phone calls for authorization of referrals or process credit transactions. The Bank shall not be deemed a merchant processor and shall not be liable for any data entry errors or any charge- backs; the Bank assumes no liability for any matter or merchandise received through the Post Office that is not a depositable Item, including cash. Any failure by the Bank to process an Item other than as provided herein does not constitute a failure by the Bank to exercise ordinary care. The Customer shall be liable to the Bank as a general endorser on all Items processed by the Bank. Differing Amounts. If the amount of an Item written in words and figures differ, and the Item is accompanied by an invoice or statement and the amount on the statement matches the amount written in figures, the Item will be processed for the amount written in figures. In the event the Bank processes the Item for the amount written in figures, the Customer indemnifies the Bank for any claim that may arise from that action. Foreign Items PN: 350914 DOC JD: 4 Page 28 of SI IIII�A�I��I (a) Canadian Item Processing. Unless the Bank has agreed otherwise, the Bank will submit both U.S. Dollar and Canadian Dollar items for processing through correspondent banks in Canada. The Customer must maintain an adequate line of credit to cover the total value of all outstanding Canadian Items in order to avoid Canadian items being processed for Collection. The Bank assumes no liability for delays in processing due to an insufficient credit line. Additional fees may apply for items handled through Collection. Canadian Dollar checks drawn on banks in Canada will be deposited to the Account unless otherwise agreed to by the Bank and the Bank will subsequently make any adjustments to the Account for the currency difference and the currency exchange rate fee. The Bank will credit the Customer Account for Items processed for collection as set forth in the Bank's collection policies as amended from time to time, less all fees and charges. The Customer bears all risk of any fluctuation in currency exchange rates. (b) All Other Foreign Items. Unless the Bank has agreed otherwise, the Bank will process for collection any foreign Items received, in accordance with the Bank's usual collection procedures for such Items. The Bank will credit the Customer Account for Items processed for collection as set forth in the Bank's collection policies as amended from time to time, less all fees and charges. The Customer bears all risk of any fluctuation in currency exchange rates. 5. Returned Items; Re- presentment. If any Item is returned to the Bank unpaid for any reason or there is a claim involving an Item deposited to the Customer Account, the Bank will charge back that Item, together with any fees or other amounts allowed on such claims or for returned Items, against the Customer Account, regardless of whether such debit causes an overdraft to the Customer Account. If, however, the Bank has been instructed in writing by the Customer to re- present Items that have been dishonored or returned to the Bank unpaid for reasons other than account closed, the Bank may do so automatically and without notice to the Customer, and the Bank reserves the same rights to debit the Customer Account should any such Items remain unpaid after the re- presentment. 6. Security for Imaged Items. The Bank has specified Security Procedures for receiving and accessing images of Items ( "Item Images "), images of Documents ( "Document Images ") and lockbox transaction data. The Bank is not obligated to send any images or data or allow access through the Delivery Media to any images or data that are not requested or accessed in accordance with the Security Procedures. The Customer acknowledges that CD -ROMs are not encrypted and that once a CD -ROM is received by it, or it has received or accessed images by any Delivery Media, persons having access to the Customer's computers and image archives may have access to the Item Images, Document Images and lockbox transaction data. The Customer also acknowledges that CD -ROMs delivered to an unintended recipient could be viewed by that recipient. 7. Image Option. If the Customer elects and this image option is available at the designated the Bank processing location, the Bank will provide Item Images received together with Document Images, through the media ( "Delivery Media ") and at the intervals agreed upon between the Bank and the Customer. The Customer may receive additional service material, including user guides, software licenses and other terms in connection with the selection of this option. S. Original Documents; Image Storage. Unless the Bank has agreed otherwise, the Bank will image all Items and associated remittances and retain original documents on site for no longer than f4 days. All original documents will be destroyed 14 days after processing. If the Customer uses the Bank's Regional Retail Lockbox product, associated original documents are retained on site no longer than 7 days. The Bank will store Item Images fora period of seven (7) years from the date of the applicable transaction regardless of any additional imaging service requested by the Customer. If the Customer elects storage of Document Images, the Bank will store Document Images for a period of thirty (30) days (Short -Term Storage) to ten (10) years (Long -Term Storage) from the date of the applicable transaction, per the Customer's selection. If the Customer elects to image and not store Document Images with the Bank, such images will be delivered to the Customer via daily Direct Image Transmission. 9. Accuracy; Legibility. The information delivered to the Customer through the Delivery Media will be the same as the information in the data entry file provided to the Customer for the applicable time period. If the data entry file contains errors, those errors will also occur on the Delivery Media. The Bank will provide images that are as legible as possible given the legibility of the underlying remittance documents and the selected Delivery Media. The Bank has no liability or responsibility for the condition of the original remittance items provided to the Bank, and it reserves the right to review and approve sample remittance items for legibility prior to providing this service. The Customer is responsible for reviewing images obtained through the Delivery Media and to promptly notify the Bank of any images that are not clear. 10. Disclosures. As between the Customer and the Customer's clients, if applicable, certain payments collected hereunder may be subject to various cutoff times and payment deadlines (the "Disclosures "). The Customer acknowledges and agrees that the Bank has no duty to inquire as to the content of any such Disclosures, is not bound by them, and makes no representations or warranties, explicitly or implicitly, regarding same. The Customer is responsible for ensuring that the processing and payment cutoff times established by the Bank are in compliance with the Disclosures and Customer's responsibilities under applicable laws and regulations. The Customer further acknowledges and agrees that the data processed by the Bank belongs to the Customer or the Customer's clients. F. Coin 8t Currency Coin and Currency Services, also referred to as Cash Vault Services, provides coin and currency delivery and deposit services to companies that use large quantities of cash. With a nationwide vault network, Customers can place orders for currency, make deposits 24/7 and track activity by location through electronic reporting options. PN: 350914 DOC ID: 4 Page 29 of SI �i��a��iiiii 1. Cash Orders. The Customer may issue written instructions for the Bank to deliver coin and currency to an armored courier service as designated by the Customer (the "Courier') in accordance with the Bank's guidelines ( "Cash Order "). The Customer acknowledges that orders for cash can be transmitted to the Bank only during such time as set forth in the Cash Order. The Bank is authorized to debit the Customer's designated account for the amount set forth in the Cash Order (the "Cash "). If the Bank has agreed to such an arrangement, the Customer may also place a Cash Order directly at one of its branch locations by issuing a check to debit the Customer's account at the Bank or as a "cash for cash" exchange. The Bank and the Customer may agree to a limit on the amount of Cash that may be delivered pursuant to a Cash Order ( "Cash Limit "). 2. Cancellations and Amendments. A Cash Order may be cancelled by the Customer orally, telephonically, electronically or in writing by a person the Bank reasonably believes to be authorized to act for the Customer and only if the cancellation is receivetl within a reasonable time before the Cash is delivered to the Courier ( "Cancellation "). A Cash Order may only be amended orally or telephonically and the Bank will not be responsible for any change in a Cash Order it has received. Any attempt to amend a Cash Order electronically may result in duplicate Cash being delivered or other error, at the sole risk of the Customer. 3. Notice of Rejection /Execution. If the Bank rejects a Cash Order request, it will promptly notify the Customer of the reason. The Bank will notify the Customer when it has executed a Cash Order. Unless, within three (3) business days after receipt of notification of the execution of a Cash Order, the Customer notifies the Bank in writing that a Cash Order was unauthorized or otherwise unenforceable against the Customer, the Bank shall not be liable for executing the Cash Order as notified, including any loss of interest. 4. Security Procedure. The Bank must receive a Cash Order using atouch -tone telephone, or other electronic communications device mutually agreed upon by the Customer and the Bank, based upon codes assigned by the Bank to the Customer that identify the Customer and the location (collectively, "Codes "). The Customer agrees that: (a) use of Codes constitutes a security procedure for verifying the authenticity of a Cash Order as being that of the Customer ( "Security Procedure "); and (b) the Customer is bound by any Cash Order, the authenticity of which is verified as being that of the Customer by the Bank using the Security Procedure: and any Cancellation. The Customer and the Bank will maintain reasonable security and control of the Codes. The Bank is not responsible or liable for detecting any error in the transmission or content of any Cash Order or Cancellation and the Security Procedure is not intended to detect any such error. No agreement or instruction of the Customer restricting acceptance of any Cash Order or Cancellation is binding on the Bank, except as set forth in these Service Terms or in a writing signed by the Customer and the Bank. These Security Procedures do not apply to Cash Order requests made by the Customer at one of our branch locations when the Customer is making a "cash for cash" exchange or issuing a check to debit the Customer's account at the Bank. S. Courier Service. The Customer may deliver and pick up shipments of cash or checks to or from the Bank by using the services of a courier that has been authorized by the Bank, who will act solely as the Customer's agent. The courier must comply with the Bank's guidelines, as amended from time to time, and must maintain all licenses and permits required by law in addition to adequate insurance to cover its liabilities in providing courier services. The Bank may refuse to permit any courier to enter its premises with or without cause, in which case the Bank will use reasonable efforts to promptly notify the Customer. 6. Deposit Presentment and Processing. With regard to deposits delivered to one of the Bank's vault areas, the Customer must deliver deposits in sealed tamper -proof plastic security deposit bags that meet the standards described in the Bank's guidelines and contain only cash, coin and checks. The bags may also contain food stamps if the Customer provides proof satisfactory to the Bank of the Customer's authority to redeem food stamps. The Bank will open the bags and process the deposits. (a) Delivery to Vault. If the Bank agrees to accept the Customer deposits at a vault location, the Bank will provide a receipt indicating the number of bags it has received. This receipt is not an acknowledgment of the contents of any bag, nor is any telephonic or other acknowledgment of a deposit. (b) Delivery to Branch for Delayed Processing. If the Bank agrees to accept the Customer deposits at a branch location, the Bank will not verify the amount of the deposits at the time of receipt but will provide the Customer with a receipt showing the amount indicated in the Customer's deposit slip. This receipt is not an acknowledgment of the contents of any bag. (c) Delivery to Unattended Facility. If the Bank agrees to allow the Customer to use one of the Bank's unattended facilities (including but not limited to a night depository or commercial ATM), the Bank may provide the Customer with an access device (such as a key or card that may require a personal identification number ( "PIN "). The Customer must return all access devices to the Bank upon request. We will process any deposits delivered to an unattended facility as provided for in the Bank's guidelines. If the Customer receives a receipt from an unattended facility, the receipt is not an acknowledgment of the contents of any bag or of the receipt of any bag. While the Customer or the Customer's Courier is physically present at one of the Bank's unattended facilities, the Customer is a licensee only and the Bank has no responsibility for the safety of the Customer or its Courier while at such facility. Discrepancies. All deposits are subject to verification. If there are differences between the amount credited by the Bank and the amount shown on the deposit slip prepared by the Customer or the receipt provided to the Customer or its Courier upon initial presentment, the count will be recounted. The Bank's determination and records as to its receipt of any bag and as to the contents of any bag is conclusive and binding on the Customer, and the Bank may correct any credit made to the Customer's account. The Bank will notify the Customer's representative designated in the service implementation questionnaire if the difference is more than the minimum amount specified in the Bank's guidelines. All Cash Orders must be validated by the Customer within 24 hours of receipt. If a currency strap, coin bag or wrapped coin difference is identified, contact Cash Services Customer Support at 888 - 872 -0517 to request a Cash Order Claim Form. The completed form and proper documentation must be postmarked within 48 hours of receipt of PN: 350914 DOC ID: 4 Page 30 of SI the Cash Order. Any claims postmarked after the 48 -hour period will be denied and Customer will have no right to request or receive an adjustment after such time period. Relationship upon Delivery of Bags. Until the Bank recounts the contents of the bags and enters a final credit to the Customer's account as provided in these terms, the Bank is not responsible for any authorized contents or the value of any such authorized contents based upon any deposit ticket included with the bag. Liability at Unattended Facility. The Customer assumes all risks of using any unattended facilities, including risks of theft, robbery and personal injury; the Bank is not responsible if a facility fails to operate properly in any way, including failing to open, close, lock or unlock. It is the Customer's responsibility to verify that its bags have dropped down completely into the facility, and the Customer agrees that it will not leave any bags in any facility that does not appear to be operating properly. The Bank will not be liable to the Customer if any unattended facility, tele -entry or online system is closed or otherwise unavailable for use at any time. G. Positive Pay, Reverse Positive Pay and Payee Verification Positive Pay, Reverse Positive Pay and Payee Verification services help prevent check fraud on Customers accounts by identifying discrepancies between checks presented to the Bank for payment and those checks issued by Customers. With Positive Pay, the Customer sends check issuance information to the Bank and the Bank compares such information to checks being presented for payment. With Reverse Positive Pay, the Bank sends the Customer information on checks being presented for payment and the Customer does its own comparison. Payee Verification is an enhanced feature for Positive Pay whereby the Customer includes payee name information and the Bank compares such information against the payee names on checks being presented. As a condition precedent for receiving Payee Verification, the Customer must be receiving Positive Pay in connection with the same Account. �. Issuance Information. The following information is defined as "Issuance Information" for each Item: i) Account number; ii) Item serial number; iii) dollar amount; iv) issue date [for Positive Pay and Payee Verification only]; and v) the payee name [for Payee Verification only]. For Positive Pay and Payee Verification, the Customer will provide the Bank the Issuance Information by the Banking Day on which the Customer issues Items, by means of a mutually agreed upon transmission method the Issuance Information. The Bank will compare the Issuance Information with the Items presented to the Bank for payment against the Account. For Reverse Positive Pay, the Bank will send the Customer the Issuance Information and the Customer will compare such information with the checks they have issued. 2. Discrepancies. For Positive Pay and Payee Verification, if Items are presented to the Bank for which it has not received timely Issuance Information or containing information different from the Issuance Information for that Item, the Bank will notify the Customer by means of a mutually agreed upon method, by the designated time of the Banking Day following the Banking Day the Item is presented. The Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is authorized for payment ( "Presentment Decision "). In the event that the Customer fails to timely inform the Bank about any Item for which a Presentment Decision is requested, as required above, the Bank is authorized to return such Item unless otherwise agreed by the Customer and the Bank. For Reverse Positive Pay, the Bank will provide Issuance Information to the Customer of Items presented for payment; the Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is authorized for payment: and in the event that the Customer fails to timely inform the Bank as required, the Bank is authorized to pay such Items) unless otherwise agreed by the Customer and the Bank. The Bank is entitled to rely on any instructions that k receives and reasonably believes to be genuine. 3. Payee Verification Additional Terms. For Payee Verification, Customer acknowledges that Items that have been converted to ACH transactions prior to being presented for payment will not be eligible for this service and the payee name information will not be compared to the Issuance Information for Items that have been converted to ACH transactions. If the Customer fails to provide the Issuance Information in the file format required by the Bank, the Bank will not be liable for not detecting any discrepancy between the Item and the Issuance Information or for processing such Item. The Bank reserves the right to set a threshold amount for Items (as may be revised by the Bank from time to time) to be reviewed under the Payee Verification (the "Threshold Amount"). The Items below the Threshold Amount will be handled according to the standard Account Documentation governing the Customer's Account; however, the Customer will not be liable for such Items if the discrepancy would have otherwise been detected under this Service. With regard to payee name comparison, the Bank will compare the payee name provided in the Issuance Information to the payee lines in the name /address block identified on the Item presented as provided for in the Bank's setup requirements and will be limited to those parameters specifically agreed to by the Customer and Bank. 4. Voided Items. The Customer agrees to place a void on an Item in the Issuance Information only with respect to Items that are not in circulation. If the Customer wants to stop pay on a check that has been issued, the Customer is required to issue any Stop Payment request pursuant to the Bank's Account Terms, outside of these services. 5. Item Payment. The Bank is not obligated to maintain signature cards for the Account and whether or not the Bank does maintain such signature cards; in no event shall the Bank be obligated to inspect any check for the presence or authenticity of any signature or to determine whether any signature is authorized. The Customer acknowledges that the Bank's adherence to these procedures in these terms, in lieu of signature examination, will constitute the exercise of good faith and ordinary care by the Bank in handling Items presented for payment against the Account. PN: 350914 DOC JD: 4 Page 3I of SI IIII�k�Y�V�� Over the Counter Presentment. The Bank may, without liability to the Customer, refuse to pay any Item presented for encashment at any of the Bank's branch locations. If an Item is presented for encashment at one of the Bank's branch locations at the teller line, the Customer authorizes the Bank to pay such Item based upon the Positive Pay information at the teller line. The Bank may charge a person who cashes an Item drawn on the Customer's Account a fee at the time of encashment. H. Controlled Disbursements Controlled Disbursement Accounts help customers effectively manage the disbursement process to gain control over idle balances and automate funding transfers and is designed to provide disbursement totals early each business day. �. Controlled Disbursement Account. Each controlled disbursement account, except as set forth herein, shall be opened and maintained in accordance with the Bank's Account Documentation. The Customer agrees that if it fails to utilize one of the Bank's positive pay services on the Controlled Disbursement Account, that failure will constitute the Customer's negligence contributing to the making of any unauthorized signature and the Customer assumes the risk that Items presented against the Controlled Disbursement Account may be forged or altered, to the eMent that the positive pay services the Bank offers may have prevented any loss. The Bank will have no liability for any loss related to an Item presented against the Controlled disbursement Account which would otherwise generally have been returned under such positive pay services. 2. Payment of Items. The Bank, on each banking day, will advise the Customer of the total amount of Items drawn against the Controlled Disbursement Accounts that are presented for payment, on that day, to the Bank by a Federal Reserve Bank or another depository institution pursuant to a same -day settlement arrangement. The Bank will honor checks or drafts ( "Items ") that are properly payable but shall have no obligation to pay any Item should sufficient immediately available funds to cover such Items not be transferred to the Controlled Disbursement Account in accordance with these Service Terms and applicable implementation form. 3. Over - the - Counter Presentment. The Bank may, without liability to the Customer, refuse to pay any Item presented for encashment at any of the Bank's branch locations. 4. Funding Account for Controlled Disbursement. The Customer will maintain with the Bank a designated account for purposes of funding the Controlled Disbursement Account, or the funding account may be maintained at an affiliated bank or other financial institution (the "Funding Account). The Customer authorizes the Bank to debit the Funding Account for the total amount of the Items presented and any funds transfers against the Controlled Disbursement Account, and to promptly transfer such amount to the Controlled Disbursement Account even though such a debit may bring about or increase an overdraft. All funds transfers from the Funding Account to the Controlled Disbursement Account shall be in immediately available funds. The Customer will maintain sufficient available funds in the Funding Account to cover Items and funds transfers presented against the Controlled Disbursement Account, and the Bank shall have no obligation to transfer funds, process Items for payment or complete any funds transfers unless there are sufficient available funds in the Funding Account. The Bank is authorized to debit the Funding Account for any obligations owed directly or indirectly on the Controlled Disbursement Account. The Bank shall not be liable for failure to pay any Item presented for payment against any Controlled Disbursement Account due to insufficient funds in the Funding Account. 5. Media. The Bank will transmit to the Customer by the transmission method or media agreed to by the Customer and the Bank information regarding the Customer's Controlled Disbursement Account. 6. Routing Transit Number. The Customer agrees to use the designated controlled disbursement account routing transit number on the Items it issues from the Controlled Disbursement Account. The Customer acknowledges that if it fails to use such designated controlled disbursement account routing transit number the Bank is authorized to terminate this Service or any Service feature upon notice to the Customer. 7. Financial Condition. In the event of the material deterioration of the financial condition of the Customer, as determined in the Bank's reasonable sole discretion, the Bank may immediately terminate the Service, any Service feature and /or may convert any Controlled Disbursement Account to a stand -alone demand deposit account without prior notice to the Customer. 1. Image Cash Letter The Image Cash Letter Service allows the Customer to make certain deposits electronically by using a capture device to create an electronic image of a paper check and transmit it and related data to the Bank. As part of the Service, the Customer must use software and hardware provided by or acceptable to the Bank. Transmission and Processing. The Customer shall provide through its own methods or devices the captured check images and check data, including the magnetic ink character recognition formatting (MICR) information through electronic transmissions (the "Transmissions ") in the format and specifications required by the Bank's File Standards and within the cutoff times provided by the Bank. The Customer authorizes the Bank to process the Transmissions as Substitute Checks, Electronic Images or Photos in Lieu, as may be applicable for further clearing through or with any other financial insttution, clearinghouse or Federal Reserve Bank. If the Customer has chosen to have items processed as ACH transactions, the Bank will convert eligible items to ARC or POP entries, as defined and provided for in the ACH Origination Service Terms. The Customer agrees that it is solely responsible for the creation and sending of these Transmissions to the Bank. If any Transmission (including any source document for purposes of these Service Terms) PN: 3S09I4 DOC ID: 4 Page 32 of SI 1111��9�V��11 does not meet the Bank's or any transferee's standard requirements for processing, the Customer assumes all risk of loss or delay in processing such Transmission and authorizes the Bank to either (a) return the Transmission to the Customer without further processing, (b) process the Transmission as sent from the Customer, (c) process the Items as photocopies in lieu of the originals or (d) repair or attempt to repair the Transmission for further processing. 2. Image Cash Letter File Deposit Time. The Transmissions must be sent to the Bank prior to the deposit deadline. Any Transmission will be deemed to have been received when the entire file has been written onto the Bank's system and made available for the Bank to validate. Based upon the size of the Transmission file, there may be a significant delay between the time Customer begins to send the file and the completion of the transfer as stated above. As a result, the Customer will make every effort to send the Transmission file as early as possible. Files that are received after a deposit deadline will be considered deposited as of the next deposit deadline. Processing fees and funds availability will be assessed based on the deposit deadline that is met. 3. Customer Responsibility. The Customer shall be solely responsible if any Transmission for which the Customer has been given provisional credit is returned or reversed, and neither the Bank nor its subcontractors shall be liable or responsible for same. The Customer acknowledges that all credits received for deposit are provisional, subject to verification, final settlement or return. Information and data reported hereunder: (a) may be received prior to final posting and confirmation and is subject to correction and (b) is for informational purposes only and may not be relied upon. The Customer agrees that the Bank shall have no liability for the content of payment - related information. The Customer shall be solely responsible for the original checks, including storage and retrieval. The Customer agrees to provide a legible copy of an image or the original check if requested by the Bank within five (5) business days of such request. If the Customer is unable to provide the original or legible copy, the Customer shall be liable for any associated loss or claim involving the check. 4. Suspension /Cancellation of Service. The Bank reserves the right to suspend or terminate the Service, in whole or in part if the Bank believes Customer is in breach of these Service Terms or is otherwise using or accessing the service in a manner inconsistent with the rules and regulations relating to the service being provided and such breach. Further, this service will automatically terminate if the Customer's account with the Bank is closed for any reason. Either party may terminate the service upon thirty (30) days' prior written notice to the other party; provided, however, that the terms of Section � O will apply to any termination prior to the time period set forth in the pricing schedule. 5. Warranties. (a) Customer warranty. The Customer warrants and represents to the Bank that: (a) each Transmission contains accurate and legible images of all of the information on the front and back of the original checks at the time each check was truncated; (b) each Transmission also contains a record of all applicable micro -line information required for a substitute check and the accurate amount of the check; (c) each Transmission complies wish the technical standards for an electronic item under Regulation J, Federal Reserve Operating Circulars 3 and 5, and for a substitute check under Federal Regulation CC; (d) no person will receive a transfer, presentment or return of, or otherwise be charged for, the check (either the original check, or a paper or electronic representation of the original check) such that the person will be asked to make payment based upon a check it has already paid; (e) the Customer will not redeposit through this service any transmission representing a check previously deposited and returned to the Customer; (f) the Customer will employ commercially reasonable security measures and firewalls sufficient to protect the Transmissions and storage to ensure no unauthorized access to or use of the original checks or duplicate presentment; and (g) the Customer will only create transmissions for checks that originated as paper checks. (b) If the Customer is a financial institution or is otherwise transmitting Items payable to third parties, the Customer also represents and warrants to the Bank that: (t) In connection with each Item deposited through the service, the payee of the Item has authorized the electronic transmittal of the Item for deposit to Customer's account; if the Customer is scanning Items from a location outside of the United States, such authorization covers the cross - border transmittal of the Item; and (2) the Customer has established an anti -money laundering program in compliance with anti -money laundering laws and regulations applicable to it and such anti -money laundering program includes policies, procedures and controls designed to detect and prevent money laundering, including "know your customer' policies and procedures, monitoring of transactions for suspicious activities and reporting of suspicious activities, which the Customer believes effectively prevents the use of the Customer's operations, personnel or facilities for money laundering purposes. (c) The Bank and its subcontractors make no representations or warranties, whether express, implied or statutory regarding or relating to any of the technology or service and /or access to or use of the service or technology provided to the Customer hereunder. The Bank and its subcontractors specifically disclaim any and all implied warranties of merchantability, fitness for a particular purpose and noninfringement. The Bank and its subcontractors also do not guarantee that the Customer's access to the service provided under these terms will be uninterrupted, error free or secure. Third -Party Service Provider. The Customer may choose to use athird -party service provider or service bureau to submit Items or perform other functions for and on the Customer's behalf. If the Bank accepts such Items or other instructions from the Customer's provider or service bureau, the Customer will be bound by them. The Customer is responsible for all actions taken or not taken by the Customer's provider including all costs and expenses incurred by the Customers provider. Pricing ScheduleNolume /. The Bank and the Customer may agree to a pricing schedule incorporated herein by reference, including the length of time the service will be provided, the charges /fees and the volumes, as may be stated in the pricing schedule. PNr 350914 DOC ID. 4 Page 33 oj57 �II�G�Y�R��11 Limitation of Liability. In no event will the Bank's liability under these terms for any damages of any kind exceed an amount equal to the fees the Customer paid the Bank for the service during the twelve (12) months preceding the date on which the Customer made the corresponding claim. If the Customer makes a claim during the first twelve (12) months of the service, the Bank's liability will be limited to the average monthly fee the Customer paid during that time multiplied by 12. This limitation of liability is in addition to the terms set forth in the Account Terms. Indemnification. The Customer agrees to indemnify the Bank for any loss or expense resulting from: breach of any of the warranties made by the Customer pursuant to these service terms or the Account Documentation; any claim pertaining to any warranty or indemnity that the Bank makes with respect to an Item under the Check Clearing for the 2f �' Century Act, Federal Reserve Board Regulations CC and J and all other laws, regulations and industry and clearinghouse rules applicable to Items. These indemnities are in addition to those in the Account Terms and relevant Service Terms. � O. Miscellaneous. The provisions of Sections 3, 5, 7, 8 and 9 shall survive termination of these Service Terms. J. Check Printing The Check Printing Service enables the Customer instruct the Bank to issue checks and /or documents on behalf of the Customer �. Payment Orders. The Bank will execute each payment order issued by the Customer which is received by the Bank in a manner described in these Service Terms or as otherwise provided by the Bank (the "Payment Order"). Payment Orders may include printing of non - payment documents ( "Documents ") if agreed to by the Bank based upon these Service Terms. 2. Cancellations. A Payment Order may be cancelled by the Customer if notice of cancellation is received by the Bank in writing from a person it reasonably believes is authorized to cancel the Payment Order for the Customer ( "Cancellation "); provided, however, that a Cancellation will not be effective unless and until it is received by the Bank so that the Bank has a reasonable time to act upon such Cancellation and that the related Payment Order has not already been accepted by the Bank or the related check has not already been issued by the Bank. A Payment Order may not be amended or modified. The Bank has no obligation to adjust or stop payment or posting of a Payment Order it has accepted. 3. Receipt of Payment Orders and Cancellations. Customer shall transmit Payment Orders to the Bank to the location and in compliance with the formatting and other requirements provided by the Bank in the operating procedures prepared for the Customer. The Bank may reject any Payment Order that does not comply with this Section. 4. Identifying Number. The Customer acknowledges that: (a) if a Payment Order identifies its beneficiary or specifies the owner of the account to be debited, as applicable, by both a name and an identifying or bank account number and the name and number identify different persons, execution, or transmittal of the Payment Order, payment to the beneficiary or debit to the account to be debited may be made solely on the basis of the number; and (b) if a Payment Order identifies any bank both by a name and an identifying number and the number identifies a person different from the bank identified by name, any bank may rely solely on the identifying number. 5. Issuance of Checks /Documents. For each Payment Order accepted by the Bank, the Bank will: (a) cause a check to be printed and completed; (b) cause a laser facsimile signature authorized by the Customer to be placed on the check; (c) if agreed upon, cause other Documents to be completed; and (d) mail the check or send the check by courier along with any Document as agreed upon (collectively, "Issue "). The Customer expressly grants the Bank the authority to Issue each check and Document. 6. Notice of Rejection. The Bank will promptly notify the Customer if a Payment Order is rejected by the Bank and will advise the Customer as to the reason. The notice or advice shall be deemed commercially reasonable if made available through the Service or given electronically, orally, by telephone or facsimile transmission. 7. Control. The Bank is not responsible or liable for the detection of errors contained in any Payment Order as received from Customer and is entitled to rely on the information contained therein. No agreement or instruction of the Customer restricting acceptance of any Payment Order is binding on the Bank, except as set forth in these Service Terms or in a writing signed by the Customer and the Bank and the Bank has had a reasonable opportunity to act before any affected Payment Order is executed, made or transmitted by the Bank. 8. Reliance Upon Instructions. The Customer is responsible for, and the Bank may rely upon, the contents of any notice or instructions that the Bank believes in good faith to be from the Customer without any independent investigation. The Bank shall have no duty to inquire into the authority of the individual giving such notice or instruction. In the event that the Bank receives conflicting notices or instructions, the Bank can act on either notice or instruction or can refuse to act. Customer shall indemnify the Bank, its officers and employees and hold it and them harmless for and from any and all claims, losses liabilities and expenses arising or resulting from actions taken or not taken by the Bank in conformity with the notice or instruction it receives from Customer. 9. Limitation of Liability. The Bank will exercise reasonable care in the pertormance of the Service. The Bank shall not be liable to Customer, other than as imposed by law or by these Service Terms for failure to act in accordance with reasonable commercial standards in the banking industry. Reasonable care in providing these Check Print Services shall be measured by the relevant provisions of any service levels or business requirements and the standard of reasonableness of the procedures established for the transaction involved. Mere inadvertence or an honest mistake of judgment shall not constitute a failure to pertorm such obligations or a PNr 350914 DOC ID: 4 Page 34 of SI IIIV��I�f'i�lllll failure to exercise reasonable care and in no case will be deemed wrongful. The Bank shall not be liable for consequential, indirect or special damages even if it has been advised of the possibility of them. K. Telepl-ione Tax Payment The Telephone Tax Payment Service is a Service whereby the Customer can direct the Bank, via touchtone telephone, pc dial -up or browser - based platform, to make tax payments via ACH from an account with the Bank that the Customer specifies. The Bank may pay taxes from the Customer's account in accordance with any instructions issued in the Customer's name that the Bank verifies pursuant to the security procedures specified in these Service Terrns. The ACH Origination Service Terms are incorporated into these Service Te nns by reference. 7. Receipt of Instructions and Cancellations. The Customer may send instructions and cancellations only during service hours the Bank specifies. The Bank may change the service hours upon prior notice to the Customer. The Bank must receive instructions not later than the cut -off time the Bank establishes. The cut -off time will be on or before one or two banking days, depending upon the type of tax payment, prior to the banking day the appropriate taxing authority is to be paid. - The Bank must receive any cancellations by the cut -off time the Bank establishes for cancellations on the banking day prior to the scheduled posting of the debit to the Customer's account. The Customer may only cancel a tax payment instruction before the Bank processes it. Cancellation instructions must be received through this tax payment service. If the Customer missed the cut -off time but still wants to cancel a tax payment, the Customer must communicate the request directly to the Bank's Customer Service area. The Bank will request a return of the tax payment from the taxing authority. The taxing authority may assess a penalty for processing the return. 2. Tax Payment Security Procedure. Instructions or Cancellations may be initiated only by entering, via touchtone telephone, pc dial -up or browser -based platform, a user ID, password and /or other access code that the Bank assigns to the Customer or that the Customer selects using the parameters the Bank specifies. Cancellations may also be initiated by contacting the Bank's Customer Service area and providing the Customer's valid user ID, password and /or other access code. 3. Funding. The Customer authorizes the Bank to debit the Customer's applicable account for the amount of each tax payment and for any applicable bank fees and charges when due. In the event the Customer does not have sufficient funds in the Customer's applicable account to cover the amount of a tax payment, the Bank shall have no obligation to make the tax payment for the Customer but if the Bank does, the Customer agrees to reimburse the Bank immediately. Funds the Bank receives and hold pursuant to this service shall be held as a deposit liability to the Customer and not in trust for the Customer or the taxing authority. 4. Limitation of Liability. If because of the Bank's negligence or willful misconduct the Bank fails to make the Customer's tax payment in a timely manner and that directly results in the Customer being penalized or owing interest, the Bank's maximum aggregate liability shall be the amount of any penalty or interest actually imposed by the applicable taxing authority. The Customer agrees to reasonably cooperate with the Bank in the Bank's attempts to persuade the taxing authority to abate any penalty or interest. L. Client Access Client Access provides for electronic access to the Customer's account information, reports and data (collectively, "Data ") and for the electronic transmission to the Bank of messages, service requests, and payment and nonpayment instructions (each an "Instruction "). The Bank reserves the right to modify the applications and products (each an "Application ") available via the Service, upon notice to the Customer. Security Procedures: (a) A Bank issued or approved security device (a "Security Device ") is required to access the Service. The Customer shall be bound by and adhere to the security procedures for use of the Service advised to it in writing through any medium by the Bank, as may be revised from time to time upon notice to the Customer, including without limitation the procedures set forth herein. The Customer shall notify the Bank immediately of loss or theft of a Security Device, any unauthorized use of a Security Device or any other breach of security. The Bank may dishonor or disable any Security Device at any time and will inform the Customer of the same. The Customer agrees that any use of the Service with a Security Device is deemed to be carried out directly by and on behalf of the Customer. The Customer agrees to safeguard all Security Devices and to instruct each Authorized User, as defined in Section 2.3 below, to do the same. The Customer will be responsible for ensuring that the Security Devices are known to and used only by Authorized Users. (b) The Customer shall designate security administrators who shall have equal authority in accordance with the administrative control procedure for each Application. The Customer agrees to notify the Bank of any change in security administrators in the manner and form designated by the Bank. Any such changes shall be effective at such time as the Bank has received such notice and has had a reasonable opportunity to act upon it. PN• 3S09I4 DOC ID: 4 Page 35 oj'SI IIIIE��RV�Y4��11111 (c) The security administrators shall be responsible for (i) designating individuals as users ( "Authorized Users "); (ii) identifying the functions of the Service that each user may access; (iii) requesting, creating, controlling, disseminating and /or canceling user entitlements; (iv) receiving and distributing materials, notices, documents and correspondence relating to the security procedures; and (v) advising each user of his /her obligations hereunder or under any of the applicable Account Documentation, as defined in Section 5 below. The security administrators shall provide to the Bank, upon the Bank's request, a list of Authorized Users. In the absence of a valid designation of a security administrator at any time, the Bank may deliver Security Devices and materials to any person authorized to act on behalf of the Customer with respect to the accounts. Open Network Access; Equipment. The Customer acknowledges that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the Internet, and the Customer assumes all such risks. The Customer shall make an independent assessment of the adequacy of the Internet and the Bank's security procedures. The Customer further acknowledges that the selection and use by it of any third -party security and communications software and third -party service providers is the sole responsibility of the Customer, and the Bank disclaims all risks related thereto, notwithstanding that the Bank may recommend certain security and /or communications software and services. The Customer agrees, at its sole expense, to procure and maintain all hardware, browsers, software and telecommunications equipment necessary to access the Service in accordance with the Bank's recommended system configuration. Instructions; Data: (a) The Customer shall be solely responsible for the genuineness and accuracy, both as to content and form, of all Instructions properly received by the Bank. (b) The Customer acknowledges that Data may not have been reviewed by the Bank, may be inaccurate, and may be periodically updated and adjusted. The Bank is not obligated to assure the accuracy of Data and will not be liable for any loss or damage arising out of the inaccuracy of Data. Further, the Bank shall have no liability for the receipt or viewing by any party of Data sent to the destinations designated by the Customer, including but not limited to a -mail addresses and fax and telephone numbers. (c) The Customer acknowledges that the Secure entail Application is not intended for the transmission of Instructions to transfer cash, securities or other assets. The Customer shalt not transmit, and the Bank shall have no obligation to act upon, any such Instructions transmitted through Secure entail. Customer Warranties. The Customer represents and warrants to the Bank that: (i) prior to submitting any document that designates Authorized Users, the Customer shall obtain from each individual referred to in such document all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service; (ii) the Customer has accurately designated in writing the geographic location of its Authorized Users and shall provide all updates to such information; and (iii) the Customer shall not access the Service from any jurisdiction that the Bank informs the Customer or where the Customer has knowledge that the Service is not authorized. The Customer hereby represents and warrants to the Bank that these Service Terms constitute its legal and binding obligations enforceable in accordance with its terms. Jurisdiction Specific Provisions Exhibit to Client Access Service Terms The additional jurisdiction specific provisions set forth below are applicable to the Customer based on the domicile of the Customer. Where any local laws or regulations of any jurisdiction apply as a result of the Customer's users accessing the Service from such jurisdiction or as a result of the location of such accounts in such jurisdiction, the jurisdictional specific provisions of that jurisdiction shall apply to the use of the Service by such users. A. Australia 8 New Zealand —See further Paragraph L herein. The Bank's liability to the Customer for loss or damage of any kind in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to this Customer and /or its subject matter, is reduced to the eMent that Customer caused and /or contributed to the loss or damage. Fees: To the extent that any supply made by the Bank under these Service Terms is a taxable supply for the purposes of the Australian Goods and Services Tax, or that goods and services tax under the New Zealand Goods and Services Tax Act 1985 is payable in respect of any supply under this License Agreement, ( "GST "), the fees payable in respect of that taxable supply ( "original amount") will be increased by the amount of GST payable in respect of that taxable supply. Customer must pay the increased amount at the same time and in the same manner as the original amount. Consumer Warranties: �. Australia The following provision applies if, despite the terms of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms, the proper law of this Agreement is the law in force in an Australian jurisdiction: PN• 350914 DOC ID: 4 Page 36 of SI III�k�lltlllll The Warranty and Limitation of Liability provisions of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms are subject to the following and only apply to the eMent permitted by law: "Notwithstanding anything in this Agreement, consumers may have the benefit of certain rights and remedies pursuant to the Trade Practices Act 1974 (Cth) and similar state laws in Australia in respect of which liability may not be excluded. If so, then to the maximum extent permitted by law, such liability is limited, at the Bank's option, in the case of goods to either (a) replacement of the goods; or (b) correction of defects in the goods; and in the case of services to either (a) re- supply of the services; or (b) the cost of re- supply of the services." New Zealand If the Customer is acquiring software in New Zealand, the Customer confirms it is acquiring the software for the purposes of a business (as that term is defined in the Consumer Guarantees Act 1993), and that the Consumer Guarantees Act does not apply to the software. Miscellaneous. The following provision shall apply if, despite the terms of these Service Tenns and the Account Documentation as applicable to the services provided under these Service Terms, the proper law of these Service Terms is the law in force in an Australian jurisdiction: The Limitation of Liability and Warranty provisions of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms are subject to the following and only apply to the eMent permitted by law: "Notwithstanding anything in these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms, a customer may have the benefit of certain rights and remedies pursuant to the Trade Practices Act (Cth) and similar state laws in Australia in respect of which liability may not be excluded. If so, then to the maximum extent permitted by law, such liability is limted, at the Bank's option to (a) re- supply of the Service; or (b) the cost of re- supply of the Service." B. Cambodia —See further Paragraphs L and M herein. C. Peoples Republic of China —See further Paragraphs L and M herein. The Customer agrees that: (i) the Bank shall be liable only for direct damages that are the result of its failure to exercise ordinary care or its willful misconduct; and to the maximum eMent permitted by law, (ii) the Bank shall not be liable for incidental, indirect, special or consequential damages, regardless of the form of action and even if the Bank has been advised of the possibility of such damages. Nothing in these general terms shall limit any party's liabilty for death or personal injury caused by negligence of that party or its employees or for fraud. Notwithstanding any other provision to the contrary, where an overdraft condition may exist, to the extent permitted by law (including the law where the Customer is incorporated), the Bank may debit the Customer Account even though the debit may bring about or increase an overdraft. If any debit to the Customer Account brings about or increases an overdraft, such overdraft shall be immediately due and payable, to the eMent permitted by law (including the law where the Customer is incorporated), without further notice or demand. The Customer represents that prior to submitting any document that designates the persons authorized to act on the Customer's behalf, including, but not limited to a security administrator designation form, the Customer shall obtain from each individual referred to in such document all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service. Laws, Rules, Regulations and Practices: The Customer agrees to abide by and comply with all laws, rules and regulations (whether or not having the force of law, including without limitation rules from time to time made by the People's Bank of China and all determinations made thereunder) from time to time applying or relating to any or all of the Accounts and /or deposits the Customer may place with or through the Bank. The Bank has the right, without prior notice to the Customer (or upon notice if a prior notice is required by law), to do such acts, deeds and things and adopt such practices as the Bank may in its absolute discretion consider necessary or appropriate to ensure due compliance with or implementation of any or all of such laws, rules and regulations, notwithstanding any contrary provisions of the Account Terms and the Account Application forms. The Customer further agrees to abide by and comply with such practices(s) as the Bank may from time to time in its absolute discretion adopt in connection with such compliance or implementation. D. Hong Kong —See further Paragraph L herein. Nothing in these Service Terms shall limit any party's liability for death or personal injury caused by negligence of that party or its employees or for fraud. Any contractual limitation of liability shall be modified so that such provision shall be applicable to the services provided hereunder to the maximum extent permitted by law. The Customer represents that prior to submitting any document that designates the persons authorized to act on the Customer's behalf, including but not limited to a security administrator designation form, the Customer shall obtain from each individual referred to in such document all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service. E. India —See further Paragraphs L and M herein. PN: 350914 DOC ID: 4 Page 37 oj'SI 111��1�4��VII F_ Indonesia —See further Paragraphs L and N herein. The Bank and the Customer agree that, for the effectiveness of any termination of these Service Terms or the Services provided hereunder, they hereby waive any provisions, procedures and operation of any applicable law to the eMent a court order is required for the termination of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms. To the maximum extent permitted by law, the Bank may, at its sole discretion, make recordings and retain such recordings of telephone conversations and data transmissions between the Customer and the Bank. G. Malaysia — (i) The following terms shall apply in relation to the Service where it is provided in relation to accounts in Malaysia and /or where the Service is provided in Malaysia: (a) Paragraph L and P shall apply. (b) Any references in the Service Terms to the tenn "Bank," shall mean J.P. Morgan Chase Bank Berhad. (c) The Bank shall give prior notice to the Customer of any change to these terms. (d) The Customer acknowledges that it may, through its security administrators, create maximum limits (at a user entitlement level) in relation to funds transfers that may be conducted using the Service, to limit the Customer's risks. Notwithstanding anything to the contrary in these terms, the Customer shall not be liable for any loss which is not attributable to or contributed to by the Customer. (e) The Service Te nns shall be governed by and construed in accordance with the laws of Malaysia (without reference to the conflict of laws rules thereof). (ii) If the Service is to be accessed by a Customer (�) who is domiciled or incorporated in Malaysia, or (2) in Malaysia, that Customer undertakes not to access or utilize or attempt to access or utilize the Service provided by J.P. Morgan Chase Bank Berhad through any JPMorgan website other than http : / /www.jpmorganaccess.com.my. H. Philippines —See further Paragraph L herein. Subject to giving reasonable notice in writing the Bank, may amend the Account Documentation. The Customer will be deemed to have agreed to any such amendment, if the Customer fails to object thereto within five (5) days from receipt of such notice. I. Singapore —See further Paragraph L herein. Nothing in these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms shall limit any party's liability for death or personal injury caused by negligence of that party or its employees or for fraud. For the avoidance of doubt, to the maximum extent permitted by law, the Customer hereby expressly agrees that nothing done or omitted to be done by the Bank pursuant to this agreement shall amount to a breach of the Bank's obligations under the bank secrecy laws of any jurisdiction. The provisions in Paragraph L, as applicable to Singapore, shall be without prejudice and in addition to any other right of the Bank to disclose any information on the Customer under any applicable law. J_ Republic of China (Taiwan) —See further Paragraphs L and N herein. The Customer hereby acknowledges that the Account Documentation and other related documents have been delivered to the Customer for review for a period of at least five (5) days before the execution. The Customer executes and delivers the Account Application after fully understanding the content of the above documents and hereby agrees to comply with the terms and conditions contained therein. K. Thailand —See further Paragraphs L and M herein. Nothing in these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms shall limit any party's liability for gross negligence of that party or its employees or for fraud. PN: 350914 DOC ID: 4 Page 38 of SI III�k�iA4��ll L. The following provisions are applicable to Customers (or, where applicable, Authorized Users) located in the following jurisdictions: Australia, Cambodia, Peoples Republic of China, Hong Kong, India, Indonesia, Japan, Korea, Malaysia, Pakistan, Philippines, Singapore, Sri Lanka, Republic of China, Thailand and Vietnam. The Customer hereby consents to the disclosure of any information relating to the Customer to (i) any bank examiner(s), the Bank's head -office and other branch offices, its affiliates and associates, assignees or prospective assignees, (ii) the Bank's auditors, counsel and other professional advisers and (iii) any other Bank's subcontractors or agents, in each case whether in India or elsewhere, as the Bank may, in good faith, consider necessary or desirable, including without limitation: t . for the collation, synthesis, processing and management of data and the storing of data relating to any Accounts held or transactions undertaken by the Customer; 2. the reporting of transaction details and other customer - related information for global risk management, MIS and regulatory reporting and monitoring; 3- the monitoring of the Bank's global credit exposure to its clients and others; 4. for effecting any instruction by the Customer or any transaction for the benefit of the Customer, or effecting any disclosure that may be required of the Bank by any such party; 5. enhanced operational, technology, finance and other support function ef£ciencies, or 6- as may be required by law, regulations or legal process, provided that the Bank shall take such measures as it considers reasonable to preserve the confidentiality of such information or documents. The Bank shall at all times maintain in con£dence all confidential information and documents relating to the Customer that are in the Bank's possession subject to the Bank's right to disclose such information and documents. M. The following provisions are applicable to Customers (or, where applicable, Authorized Users) located in the following jurisdictions: Cambodia, Peoples Republic of China, India and Thailand. Any dispute arising out of or in connection with the services provided pursuant to these Service Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The International Arbitration Act (Cap '143A) shall apply. The tribunal shall consist of a single arbitrator to be appointed by the Chairman of the Singapore International Arbitration Centre. The arbitral proceedings shall be conducted in the English language and any award or awards shall be rendered in English. The award of the arbitrator shall be final and conclusive and binding upon the parties, and the parties shall be entitled (but not obliged) to have judgment. The arbitrator shall in all instances be required to apply the substantive law of the State of Ohio, United States of America (without reference to the conflict of laws rules thereof) and to enforce and apply the terms of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms. Under no circumstances shall the arbitrator be permitted to award: (i) punitive damages; or (ii) damages of any nature in excess of the amount claimed. In addition, all statutes of limitation that would be applicable in any court proceeding involving the same subject matter shall apply in any arbitration proceeding brought hereunder. Nothing in this clause shall be deemed to exclude the right of either party to apply for interim injunctive relief from the State or Federal courts of the State of New York, United States of America, provided that any court proceedings shall be restricted to such purposes only, unless the parties agree otherwise. Notwithstanding the above, any disputes related solely to a Customer Account opened and maintained in a state or jurisdiction other than New York shall be governed by the laws of that state or jurisdiction (without reference to the conflicts of law rules thereof). N. The following provisions are applicable to Customers (or, where applicable, Authorized Users) located in the following jurisdictions: Indonesia and Republic of China (Taiwan). Notwithstanding anything to the contrary contained in these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms, the Bank shall have the right to proceed against the Customer in any other competent court in any other jurisdiction where the Customer's assets are situated from time to time and the Customer agrees to submit to the jurisdiction of any court so chosen by the Bank. The Customer further agrees to waive any objections on the ground of venue or forum non coveniens or any similar ground. The taking of proceedings in any jurisdiction shall not preclude the taking of proceedings in any other jurisdiction whether concurrently or not. The Customer irrevocably and unconditionally waives any objection it may now or subsequently have to the choice of venue of any legal action arising out of or relating to these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms. The Customer also agrees that a final judgment against it in any such legal action shall be final and conclusive. O. European Union PN: 350914 DOC ID: 4 Page 39 of S7 IIIV��Y1klllll The Customer acknowledges that it is not a "consumer" for the purpose of the European Union's Electronic Commerce Directive ( "ECD ") (i.e., that it is not an individual) and agrees that the Bank shall not be required to make any disclosures or do any other thing that anon - consumer may agree not to require under the U.K. rules and legislation implementing the ECD. For further information on the Bank, please see "Notice regarding EU e- commerce information" in the Terms 8. Conditions on htto: / /www.iomoraan.com. �. The Bank will collect information about the Customer and the Customer's employees and agents (such as, without limitation, authorized signatory details) that may constitute personal data for the purposes of the Data Protection Act 1998 (the "Act ") and other relevant data protection legislation. Such personal data may be collected by or on behalf of the Bank in a number of ways (the "Collection Methods'), including via documentation relating to the provision to or use by the Customer of electronic banking services, or via the Customer's use of such electronic banking services, and via other correspondence or communications between the Customer and the Bank. 2. The Bank will use personal data collected by it or on ks behalf via the Collection Methods for the following purposes (the "Purposes "), namely for the purpose of providing the services to the Customer in accordance with these Terms and the Product Terms, for the Bank's internal administrative purposes, for contacting the Customer about products and services that the Bank or other members of the Bank's group offer, which the Bank believes may be of interest to the Customer, and as may be otherwise required by law or applicable regulatory or governmental authorities, and such purposes may include transfer of such personal data outside of the European Economic Area to the Bank's subsidiaries or other connected companies or to other organizations as may be required by law or other applicable regulatory or governmental authorities. 3. The Customer shall ensure that any disclosure of personal data made by it or by its employees or agents via the Collection Methods that relate to the Customer's employees or agents is only made following notification by the Customer to data subjects of the Purposes for which their personal data may be processed by or on behalf of the Bank, and is otherwise fair and lawful. A. Multicurrency Deposits 8� Collections Multicurrency Deposit &Check Collection Services enable the Customer to accept checks drawn in a wide variety of currencies from its own deposit customers, sending them to a single location and receiving ledger credit or final payment to the Customer's USD account at the Bank in acost- efficient manner, eliminating the need for the Customer to hold correspondent accounts with a multitude of banks in a multitude of locations. The Bank can handle a number of currencies on a deposit basis (see appendix A below) and other currencies will be accepted but will be processed on a Collection basis directly with the paying banks. Checks Processed on a Multicurrency Cash Letter Basis: (a) Deposits will be posted with ledger credit (uncollected funds) on the processing date with forward value applied according to the availability schedule listed below. The Bank's cutoff time for same -day processing is 2:00 p.m. CT. Processing of checks through this service is subject to the Bank's credit risk review. Checks received through this Service that are ineligible for cash letter processing will be handled on a collection basis. Any return items will be debited to Customer's account using the FX rate applied by the paying bank on the date of return. (b) The information reporting on items processed through the Multicurrency Cash Letter services other than Canadian deposits will appear as available on D +3 and will continue to roll for one day until collected and is limited to the country of origin as listed in Appendix A. (c) Canadian deposits will receive availability D +3. (d) The Bank will process checks under the Multicurrency Cash Letter services by following the Bank's own internal policies as to the method of collection. 2. Checks Processed on a Collection Basis: (a) A check will be processed on a collection basis if: requested by the Customer denominated in a nonstandard currency (not one of the listed currencies handled on a cash letter basis) • the check is a "third- country cheque" (denominated in a currency other than the national currency of the country where the drawee bank is located) or PN: 350914 IOC ID: 4 Page 40 oj'SI I I II � II �ll� .1111 ►� I �� IIi� • the check is ineligible for cash letter processing for credit risk issues <b) The Bank will not process a check under $150 USD or equivalent, because the total charges for such processing may exceed the value of the check. Proceeds will be credited to the Customer's account in U.S. currency within two banking days from receipt of good funds from the paying bank. Checks will be sent to the paying banks directly in accordance with the Bank's own internal policies. If payment is not received from the paying bank, the Bank will send the first tracer after three weeks and subsequent tracers may be sent at two -week intervals. Collection cases will typically be closed after two months and the Customer will be advised of the closure in writing. Once funds are credited to the Customer's account, such credit will not be reversed except in situations where a claim is made due to fraud or that the check was not authorized. Miscellaneous The Customer agrees that any losses resulting from rate fluctuations associated with adjustments or exception processing will be absorbed by the Customer. The mailing address for this Service is: JPMorgan Chase, Collection Department, 11 f 1 Fannin St., Houston, TX 77002. Appendix A: AUD Dollar D + f 0 CAD Canadian D + 3 CHF Franc D + f O DKK Krone D + 10 EUR Euro D + 7 GBP Pound D + 7 HKD Dollar D + � O NOK Krone D + � O NZD Dollar D + f O SEK Krona D + 1 O SGD Dollar D + � O B. International Cash Letter International Cash Letter is a Service wherein the Bank provides the Customer with U.S. dollar check deposit, processing and clearing services (the "Service "). The Service shall also be subject to the operating procedures contained in the Bank's International Deposits Packaging Procedures Eligible Items: The following items are the only items eligible for transport via the Service ("Eligible Items'): • Cash Letter: Checks and drafts drawn in U.S. dollars on, or payable through, banks located in the United States (including Puerto Rico, Guam and the U.S. Virgin Islands), endorsed for deposit to the Customer's account at the Bank. Such items shall not be considered deposited to the Customer's account until received and processed by the Bank's United State's location responsible for processing deposits to the Customer's account. Check Collection: Checks and drafts submitted for clean collection and endorsed for deposit to the Customer's account received at the Bank's United State's location for check collection services. PN: 350914 DOC ID: 4 Page 4I of SI i Should the Customer include for carriage any documents or items that are not Eligible Items, the Customer agrees that the Bank has no responsibility or obligation with regard to such non - Eligible Items and agrees to hold the Bank harmless from and against all claims or liabilities relating in any way to such non - Eligible Items. 2. Pick -Up Times: If the parties otherwise agree, the Bank may arrange with a designated courier to pick up Eligible Items from the Customer's specified location at specific hours and deliver such Eligible Items to a Bank location for processing, and credit to specified the Customer accounts) on an agreed schedule. 3. Appointment of Agent: If the parties otherwise agree, a designated courier may be selected by the Bank acting as the Customer's agent with regard to such courier, the Customer acknowledges and agrees that the Customer has the authority to and does authorize the Bank to select and appoint this courier in such capacity to carry Eligible Items in accordance with these Service Terns. The Bank will notify the Customer promptly of any subsequent replacement of the courier. 4. Delivery of Checks: The Customer will either deliver Eligible Items to the Bank at the designated locations using the Customer's own courier or deliver Eligible Items to the Bank via the designated courier at such address as the Bank advises Customer from time to time. 5. Processing the Customer's Cash Letter: The Bank will receive and process the Customer's Eligible Items in accordance with the normal U.S. Bank Check Clearing Guidelines. Processing at a foreign branch location may include receipt of the original checks, scanning and electronic transmission of the check information and check images to the Bank's processing location in the United States as well as the retention and destruction of the original checks. 6. Return Items: The Bank will notify the Customer promptly of all Return Items for Eligible Items received and processed under this Service. The Bank will advise the Customer's designated office via S.W.I. F.T. or other agreed upon method of all Eligible Items of $2,500 and over. Return Items of less than $2,500 will be advised to the Customer via mail. If the Customer desires, the Bank will advise the Customer of all Return Items regardless of the amount of the Eligible Item. All Return Items will be delivered to the Customer's designated location and may include substitute checks or imaged copies and not the original checks. 7. Lost Items: The Customer agrees to maintain copies of both sides of all items sent to the Bank under this Service and agrees to furnish the Bank with such copies upon request. In the absence of such copies, Customer agrees to maintain detailed records of such items and to provide them to the Bank upon request. If Customer is unable for any reason to provide such copies or records, the Bank will be unable to facilitate reconstruction or collection in cases of lost or stolen items and the Customer agrees that the Bank will have no liability or responsibility in such situations with regard to such items. 8. Insurance: If the Bank acts as agent for the Customer with regard to retaining the designated courier as stated in paragraph 3 above, the Bank will obtain from the designated courier limited insurance coverage to reimburse costs of reconstructing a lost cash letter (up to US$ 2,500) and consequential interest expenses (up to US$ � 00,000) on the Customers behalf. In the event of loss of a cash letter by the designated courier, the Customer will receive this insurance for so long as such insurance is in place. The Bank does not assure that (t) it will continue to maintain such coverage during the entire term of this Service or for any specified period, (2) it will purchase insurance at any other rate than currently offered or (3) that the designated courier remains the provider of courier services to the Customer hereunder. 9. Limitation of Liability: Unless resulting directly from the Bank's failure to exercise ordinary care or lack of good faith, the Bank nor its branches, subsidiaries or affiliates will be liable to the Customer for loss, destruction, damage, misdelivery, theft, unexplained disappearance, confiscation or seizure by governmental or quasi - governmental authorities, or for delay in transmittal of any item. transmitted by, or for any matter in connection with the Service even though consolidation of the Customer's sending may have been accomplished within a Bank controlled location. The Customer acknowledges that the courier may employ subagents in connection with the courier service, and that neither the courier nor its subagents will be liable for confiscation or seizure by governmental or quasi - governmental authorities, or for delay in transmittal of any item delivered to them unless directly resulting from courier's or its subagent's negligence or lack of good faith. 10. Representations and Warrants: The Customer represents and warrants to the Bank, its foreign branches, subsidiaries and affiliates that: (a) In connection with each item delivered to the courier, that transmittal by courier of such items has been expressly authorized by the owner of the item, and the Customer agrees to indemnify and hold the Bank ha rtnless against any losses, liabilities, claims, damages or expenses of whatsoever kind, including reasonable attorney's fees, resulting from unauthorized transmittal. (b) The Customer will not use the courier service for any purpose prohibited by foreign exchange regulations, postal regulations, or any other treaty, statute, regulation or authority and will not send via the courier service any non - Eligible Item or freely negotiable item via this Service. (c) The Customer has established an anti -money laundering program in compliance with anti -money laundering laws and regulations applicable to it and such anti -money laundering program includes policies, procedures and controls designed to detect and prevent money laundering that the Customer believes effectively prevents the use of the Customer's operations, personnel or facilities for money laundering purposes. PN• 350914 DOC ID. 4 Page 42 of S] � �. Amendments: These Service Terms and any processing and packaging instructions may be amended by the Bank at any time upon 15 days' prior notice to the Customer. The Bank will provide prompt notice of any amendment. 12. Termination /Suspension: The Customer may terminate the Service at any time upon written notice to the Bank. The Service Terms will continue to apply to all items processed under this Service. If the Bank decides to terminate this Service, the Bank will send the Customer notice thirty (30) days' prior to the discontinuance of the Service. The Bank agrees to notify the courier if the courier was arranged by the Bank of such termination. Notwithstanding the foregoing, the Bank may immediately suspend the Service for so long as required to arrange substitute courier services, if necessary or if the Service under existing terms becomes at any time contrary to applicable law, regulations or order in any jurisdiction where the Bank is required to act. The Bank will give prompt notice of any suspension. 13. Choice of Law: Jurisdiction: These Service Terms will be governed and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions. Both the Customer and the Bank irrevocably consent to the nonexclusive jurisdiction of the courts of the State of California and United States Federal Courts in connection with any suit, action or proceeding arising out of or relating to the Service Terms. C. Foreign Exchange Payment Foreign Exchange (FX) transactions are payments and receipts where the currency of the transaction is different from the currency of the underlying account. The funds transfer may consist of more than one transaction in order to move funds from an originator's account to a bene£ciary's account. The FX Payment Service allows the Customer to purchase or sell foreign currency as principal or agent ( "Trader Contracts ") and to include related settlement instructions by means of an electronic communication system or a Bank access system (each an "Access System"). As used herein, "Value Date" means the date specified in each Trader Contract for the delivery of the currency to be bought or sold. Trading Currencies. Trader Contracts will be limited to the sale or purchase of the lawful currency of such countries or any composite currency as the Bank shall determine and advise the Customer from time to time. The Value Date may not be more than one year after the date on which the Customer enters into the Trader Contract. If the Customer chooses to make payment by checks to be issued with respect to the settlement of Trader Contracts, such checks shall be limited to such currencies as the Bank may announce to the Customer from time to time; and such currencies are subject to change or termination without prior notice. Contracting a Trade: (a) Data Input. The Customer shall enter into each Trader Contract by following the procedures set forth in the Service Material and by otherwise following the instructions provided through the Access System when using the Service. "Service Material" shall mean any administrative rules, clearing house rules, payment system rules, service terms or service guides, software licenses, Internet "click wrap" terms or disclosures, user guides or implementation forms that may contain operating procedures, security procedures, specifications or other requirements applicable to the Services. (b) Contract Rate. The Bank, in its sole discretion, will determine all rates quoted by the Bank through the Access System. Such rates are basetl on various factors, including market information and information concerning the Customer and the proposed Trader Contract. The Bank shall have no obligation to quote a rate based on any particular rate existing in the market or by using any particular formula. (c) Offer by the Customer. 1. For interactive services, the Bank and the Customer agree that the information displayed through the Access System relating to the contract rate shall be deemed an invitation by the Bank to the Customer to submit an offer to the Bank to enter into a Trader Contract. If the Customer wishes to make such an offer to the Bank, the Customer will enter the required information prior to the expiration time set for the quoted rate. 2. For straight- through process services, the Customer shall enter into each Trader Contract by following the procedures set for in the Documentation for that Service. The Bank and the Customer agree that when the Customer electronically transmits the instructions specified in the Documentation to the Bank, and in the manner and format specified in the Documentation, the Customer will be deemed to have made an irrevocable offer to the Bank to enter into a Trader Contract at such rate as is applied to that transaction by the Bank. (d) Confirmation. The Bank may, but shall not be required to, accept any offer of the Customer solely by transmitting to the Customer through the Access System a confirmation (the "Confirmation "). At the moment the Bank transmits (as evidenced by its records) the Confirmation, the Bank and the Customer will have entered into the Trader Contract. The Confirmation will be sent to the Customer's terminal (which depending on the Service used by Customer could be by return confirmation file), and the Customer may print the Confirmation, provided, however, that the Trader Contract will be valid notwithstanding the failure of the Customer to receive or print a Confirmation. Each Trader Contract will give rise to an obligation for the Customer to buy from the Bank, and for the Bank to sell to the Customer, the currency shown by the Confirmation as being purchased by the Customer, or for the Bank to buy from the Customer, and the Customer to sell to the Bank, the currency shown by the Confirmation as being sold by the Customer, on the terms shown in the Confirmation, for settlement on the Value Date. (e) Buy Back of Currency. Trader Contracts, once entered into, are final and irrevocable. The Customer acknowledges and agrees that the Bank has no obligation to cancel, reverse or otherwise buy back foreign currencies purchased by the Customer under the Service. The Customer acknowledges that it may not be able to sell back certain foreign currencies once purchased (whether via PN: 350914 DOC ID. 4 Page 43 of SI i i the Client Access System, telephone with Bank representatives or otherwise). Although the Bank may elect to facilitate buy back of certain major currencies (in the Bank's sole discretion), the Bank makes no commitment to buy back currencies notwithstanding any prior action or course of dealing. Settlement: (a) Processing Settlement Instructions. The Customer shall provide settlement instructions for each Trader Contract no later than 5:00 p.m. Eastern Time on the Value Date. If the Customer fails to provide settlement instructions by the Value Date as required herein, the Bank reserves the right to reconvert the currency into the original currency and the Customer will bear the risk of any change of currency rates. The Customer will enter settlement instructions pursuant to the procedures set forth in the Service Material and as provided to the Customer through the Access System. As a condition precedent to using this Service, the Customer is required to complete documentation provided by the Bank applicable for each service used for settlement. (b) Funding Currency Transactions. Whenever purchasing a currency pursuant to a Trader Contract, the Customer shall make the requisite amount of available funds being used to make such purchase available to the Bank by depositing such funds into an account designated by the Bank no later than close of business for the currency being sold on the Value Date. Whenever selling currency, the Customer shall deposit such currency to an account designated by the Bank no later than close of business for the currency being sold on the Value Date. The Bank is authorized to reverse any payment orders transmitted by the Bank with respect to any Trader Contract if the Customer fails to deliver full and final payment to the Bank by the Value Date. Notwithstanding anything to the contrary in this Agreement, the Bank's obligation to process settlement instructions for purchases of currency in advance of the Bank's receipt of full and final payment from the Customer is subject to the limitation that the aggregate dollar value of Trader Contracts for purchases having the same Value Date shall not be in excess of an amount established by the Bank for the Customer from time to time; such amount shall be subject to revision or cancellation by the Bank at any time without prior notice, although the Bank will endeavor to notify the Customer prior to any revision or cancellation. (c) Cash Basis Customer. Customers who are established by the Bank as "Cash Basis" Customers may only execute spot transactions for the purchase of the lawful currency of such countries or any composke currency as the Bank shall determine and advise the Customer from time to time. The spot transaction will have a Value Date one or two business days from the "Transaction Date" (the date the Trader Contract is entered into) for most currencies, as established by the Bank. Cash Basis Customers will be debited on the Transaction Date instead of the Value Date. If the Customer's account does not have sufficient funds available to cover the Trader Contract on the Transaction Date, the Bank, on the following business day, will cancel the Trader Contract and any associated payment order. The Bank shall have no liability to the Customer in the event the Bank cancels a Trader Contract due to the Customer not having sufficient funds available to cover the Trader Contract on the Transaction Date. (d) Payment in Specified Currency. The receipt or recovery by either party of any amount in respect of an obligation of the other in a currency other than that specified for payment hereunder, whether pursuant to a judgment of any court or pursuant to a separate closeout agreement or otherwise, shall discharge such obligation only to the eMent that on the business day immediately following such receipt, the recipient shall be able, in accordance with normal banking procedures, to purchase the relevant currency specified for payment in the amount specified with the other currency so received. If the amount of the relevant currency specified for payment hereunder or under a Trader Contract so purchasable shall be less than the amount specified hereunder of such obligation, the obligor shall, as a separate obligation and notwithstanding any judgment of any court, indemnify the recipient against any loss sustained by it. The obligor shall in any event indemnify the recipient against any costs incurred by it in making any such purchase of the relevant currency specified for payment. (e) Settlement by Draft. For all Trader Contracts that the Customer elects to settle by draft, the Customer acknowledges and agrees that in the event the draft is not presented for payment within one hundred eighty ('I80) days from the date of issuance, the Bank shall have the right to cancel the draft, and the Customer authorizes the Bank to reconvert the funds into the original currency at the then - current rate and recredit the Customer's Account. If the remitter is no longer a customer of the Bank, the Bank may, in its discretion, transfer balances to an unclaimed monies account, or issue a cashier's check, sending it to the address of the Customer on the books and records of the Bank. In the event that the payee, holder or other third -party claims against the Bank on a cancelled draft, the Customer agrees that it shall be responsible for any losses in connection with such cancellation, including any amount recredited or otherwise paid to the Customer. The Customer acknowledges and agrees that applicable service charges and expenses, including stop payment and periodic maintenance fees, may be charged to the Customer's Account or otherwise deducted from the amount to be paid to the Customer. General Provisions: (a) Representations and Warranties. The following representations and warranties shall be deemed to be made and repeated by the Customer upon entry into any Trader Contract. The Customer represents and warrants that: i) each Trader contract or other Bank currency contract is entered into by the Customer for the purpose of hedging its exposure to currency fluctuation and not for purposes of speculation; and ii) the Customer has sufficient knowledge and experience to be able to evaluate the merits and risks of entering into each Trader Contract or other Bank currency contract, is acting in light of its own judgment or upon professional advice it obtained independently of the Bank or any agent of the Bank as to those merits and risks including, where relevant, its own judgment of the correct tax and accounting treatment of the Trader Contract or other Bank currency contract and it is not relying upon the view or advice by the Bank. PN: 350974 DOC 1D: 4 Page 44 oJ57 IIIIE��Y�NV��I (b) Master Foreign Exchange Agreements. If the Customer and the Bank have entered or hereafter enter into any master agreement relating to foreign exchange contracts, Trader Contracts shall be subject to the cancellation and closeout provisions of any such agreement providing for liquidation of foreign exchange contracts upon the occurrence of specified events (including those provisions relating to closeout nettingj, but shall not be subject to the other provisions of such agreement such as those relating to the creation of foreign exchange contracts and (unless otherwise agreed) payment netting. PN.• 3S09I4 DOClD: 4 Page 4S o_j'SI IIVV��G4�V,�1111 A. US Cash Concentration Service Terms (Single Entity) 1. Service. JPMorgan Chase Bank, N.A. (the "Bank ") will provide the customer (the "Customer") with its Cash Concentration Service (the "Service ") by which the Bank will automatically transfer funds in the amounts and in accordance with the instructions and selections set forth in the service implementation form or schedule for the Service ( "Schedule A ") to and /or from the U.S. dollar demand deposit accounts maintained at the Bank in the U.S and listed on Schedule A ( "Customer Accounts "). The provisions of the Bank's account documentation, including terms and conditions governing the operation of accounts and services ( "Account Documentation "), are incorporated into these Service Terms by reference. Capitalized terms used in these Service Terms, unless otherwise defined in these Service Te nns, shall have the same meanings as set forth in the Account Documentation. By signing the Schedule A for the Service or by using or continuing to use the Service the Customer agrees to these Service Terms. 2. Balances. The Customer shall maintain sufficient balances in the Customer Accounts to cover any amounts scheduled to be transferred. The Bank may refuse or reverse any transfer if there are insufFcient balances to effect such transfer without creating an overdraft. If the Bank effects a transfer that causes or increases an overdraft to a Customer Account, such overdraft shall be immediately due and payable by the Customer, without further notice or demand, together with interest thereon for the period of the overdraft. 3. Representations. The Customer represents and warrants: (i) that each Customer Account is not restricted in any way, and is owned and held outright by the Customer, and (ii) its obligations under these Service Tenns are legal, valid and binding, and enforceable in accordance with their terms 4. Authorized Changes. The Customer may, upon reasonable notice to the Bank, and consented to by the Bank, authorize additions, deletions or changes to the Schedules, which notice shall eMend the representations, acknowledgments and terms of this Service Terms to such changes. 5. Intercompany Reports. If the Customer selects, as a feature of the Service, the Intercompany Reporting Service feature (the "Interco Feature "), that selection and affected Customer Accounts shall be specified on Schedule A for the Service. Under the Interco Feature, the Bank will provide the Customer with reports, for the Customer Accounts, detailing: (i) a tracking of accumulated inter - account balance transfers; and (ii) a calculation of intracompany earnings and borrowing charges. In addition, the Bank, through the Interco Feature, will provide the Customer with automated posting, to the affected Customer Accounts, of applicable intracompany earnings and borrowing charges. 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 the account in which the funds are held, as reflected on the Bank's end -of -day ledger balance, by the Federal Deposit Insurance Corporation after completion of all transactions related to the Service and will be insured by the Federal Deposit Insurance Corporation under its applicable insurance rules and limits. 7. Term; Termination. These Service Terms shall be in effect as of the date of the applicable Schedule A, and shall remain in effect unless and until terminated. These Service Terms may be terminated by the Customer by sending written notice to the Bank. Any notice of termination sent to the Bank shall only be effective when actually received by the Bank and after the Bank shall have a reasonable time to act on such notice. These Service Terms may be terminated by the Bank, effective immediately upon the sending of written notice to the Customer. 8. Notices. All notices to the Bank, pertaining to the Service, shall be sent to: JPMorgan Chase Bank, N.A. cJo JPMorgan Treasury Technologies Corporation — Liquidity Management Operations, '10420 Highland Manor Drive — 2nd Floor, Tampa, FL 336'10. All notices to a Customer shall be sent to the Customer's last known address on the Bank's books and records. 9. Governing Law. These Service Terms shall be governed by and construed in accordance with the laws of the California, without reference to the conflict of laws provisions thereof. B_ US Cash Concentration Service Terms (Multi Entity) Service. JPMorgan Chase Bank, N.A. (the "Bank ") will provide the customers (each a "Customer" or collectively the "Customers ") with its Cash Concentration Service (the "Service ") by which the Bank will automatically transfer funds in the amounts and in accordance with the instructions and selections set forth in the service implementation form or schedule for the Service ( "Schedule A ") to and /or from the U.S. dollar demand deposit accounts maintained at the Bank, in the U.S., and listed on Schedule A ( "Customer Accounts "). The provisions of the Bank's account documentation, including terms and conditions governing the operation of accounts and services ( "Account Documentation "), are incorporated into these Service Terms by reference. Capitalized terms used in these Service Te nns, unless otherwise defined in these Service Terms, shall have the same meanings as set forth in the Account Documentation. By signing the Schedule A for the Service or by using or continuing to use the Service the Customer agrees to these Service Terms. PN_ 350914 DOC IDr 4 Page 46 of SI 2. Balances. The Customers shall maintain sufficient balances in the Customer Accounts to cover any amounts scheduled to be transferred. The Bank may refuse or reverse any transfer if there are insufficient balances to effect such transfer without creating an overdraft. If the Bank effects a transfer that causes or increases an overdraft to a Customer Account, such overdraft shall be immediately due and payable by the Customer, without further notice or demantl, together with interest thereon for the period of the overdraft. - 3. Representations. Each Customer represents and warrants, with respect to itself: (i) that each of its Customer Accounts is not restricted in any way, and is owned and held outright by the Customer, and (ii) that its obligations under these Service Terms are legal, valid and binding, and enforceable in accordance with their terms. 4. Service Requirements. (a) The Bank will provide the Service to the Customers, only if each Customer is an affiliate of the other Customers (an "Affiliate "). "Affiliate" means an entity controlling, controlled by, or under common control with each Customer. (b) Each Customer appoints the Affiliate identified in Schedule A as ks agent (the "Agent ") for the purpose of (i) representing it with respect to any matter arising under these Service Terms, and (ii) executing and signing any agreements, documents or amendments on its behalf (x) in order to effect the transaction or actions contemplated by or (y) related to any matter arising under the Service Terms. S. Authorized Changes. The Agent with respect to any Customer, may, upon reasonable notice to the Bank and consented to by the Bank, authorize additions, deletions or changes to the Schedules, which notice shall extend the representations, acknowledgments and terms of these Service Terms to such changes for the affected Customer_ 6. Intercompany Reports. If the Customer selects, as a feature of the Service, the Intercompany Reporting Service feature (the "Interco Feature ") provided by the Bank, that selection and affected Customer Accounts shall be specified on Schedule A for the Service. Under the Inte rCo Feature, the Bank will provide the affected Customer with reports, for the Customer Accounts, detailing: (i) a tracking of accumulated inter- account balance transfers; and (ii) a calculation of intercompany or intracompany earnings and borrowing charges. In addition, the Bank, through the Interco Feature, will provide the Customer with automated posting, to the affected Customer Accounts, of applicable intercompany and intracompany earnings and borrowing charges. 7. Indemnity. Each Customer, jointly and severally, shall indemnify and hold the Bank harmless from and against any and all claims, damages, demands, liabilities, losses, costs and expenses (including reasonable attorneys' fees and claims caused by overdrafts in Customer Accounts), arising under these Service Terms, except and to the extent directly caused by the negligence or willful misconduct of the Bank. 8. Set Off. Each Customer agrees that the Bank shall have the unrestricted right, at any time, without notice, to (i) set off, in whole or in part, any funds in any Customer Account, against any overdraft in any other Customer Account; and (ii) transfer or othervvise apply, in whole or in part, any overdraft in any Customer Account, to any other Customer Account, even if so doing places such other Customer Account into or further into an overdraft. 9. Required FDIC Disclosures. In the event of a failure of the Bank, funds transferred as part of a Service will be considered deposits of the account in which the funds are held, as reflected on the Bank's end -of -day ledger balance, by the Federal Deposit Insurance Corporation after completion of all transactions related to the Service and will be insured by the Federal Deposit Insurance Corporation under its applicable insurance rules and limits. 10. Term; Termination. These Service Terms shall be in effect as of the date of the applicable Schedule A, and shall remain in effect unless and until terminated. These Service Terms may be terminated by any one Customer with respect to kself, or by the Agent with respect to any one Customer, by sending written notice to the Bank. These Service Terms may be terminated by the Agent on behalf of all of the Customers by the sending of written notice to the Bank. Any notice of termination sent to the Bank shall only be effective when actually received by the Bank and after the Bank shall have a reasonable time to act on such notice. These Service Terms may be terminated by the Bank, with respect to any one Customer, or with respect to all Customers, effective immediately upon the sending of written notice to the affected Customer or the Agent. ��. Notices. All notices to the Bank, pertaining to the Service, shall be sent to: JPMorgan Chase Bank, N.A. do JPMOrgan Treasury Technologies Corporation — Liquidity Management Operations, 10420 Highland Manor Drive — 2nd Floor, Tampa, FL 336'10. All notices to a Customer shall be sent to the Customer's last known address on the Bank's books and records. 12. Governing Law. These Service Terms, shall be governed by and construed in accordance with the laws of the California, without reference to the conflict of laws provisions thereof. PN: 350914 DOC ID: 4 Page 47 of Sl �IIq��Y1�l�illlll CONSOLIDATED SERVICE TERMS SIGNATURE PAGE JPMORGAN CHASE BANK. N.A. CITY OF SANTA ANA: Signature: 'i�`'L /�'�� - Signature: � n� sir i)� Print Name: Manish Patel Print Name: FRANCISCO GUTIERREZ Title: /��_ �`ejr� /� /'�� Title: MANAG MEDNT SERVRICE AGENCY Date: �/ f� % �2 � � d Date: \\ � \q� 20.0 (second authorized signer if required) Signature: � ,. � ��__� �si Print Name: CHRISTINE C. DUARTE Title: TREASURY MANAGER Date: ii �i 9��0 PN: 350914 DOC ID: 4 Pag¢ 48 of SI Business Signature Card In�l��{�II V9J D3 2_S 10 CHECK ® Signatures for New Accounts) � Additional Signatures for O Replace All Signatures on Card Hof � ONE: PHONE NUMBER Accounts 714- 647 -5420 Account s TITLE _ _. SIGNATURE *i EXECUTIVE DIRECTOR, FINANCE & , �.i r 1 � 1 r� 1 7 , r � I r � �� f � � 1 j I � 1� 1 '�'S I � I MANAGEMENT AGENCY t 11 I'•} � } }'� " "} \ } S 1 7 � 111 ,'' PHONE NUMBER 11" �r �� ,�� . ,!r 1��r�i'i 7 t 4- 647 -5420 �'� Client Name /Account Holder: CITY OF SANTA ANA (For Sole Proprietor or Disregarded Entity, PRINT NAME indicate the name of the owner. SIGNATURE Account Title: CITY OF SANTA ANA Address: 20 CIVIC PLZ City, State, Zip SANTA ANA, CA 9270'1 -40t O USA Account PRINT NAME TITLE SIGNATURE Number(s): 935309500, 935309377,935309427 Telephone Number: (7'14)647 -5420 PHONE NUMBER Tax ID Number: (For Sole Proprietor or Disregarded Entity, indicate TIN of owner. 956000785 INSTRUCTIONS: Vse BLACK OR BLUE Ink. Place the Manual or Facsimile Signature within the box bountlaries only. Do Not overlap signatures. Indicate if the signature is Manual or a Facsimile in the "PRINT NAME" box. When provitling a Facsimile Signature, provide a Manual Signature too. For your security, cross out all unused signature boxes before signing the signature card below. PRINT NAME TITLE SIGNATURE ®Manual FRANCISCO GUTTER REZ Facsimile EXECUTIVE DIRECTOR, FINANCE & MANAGEMENT AGENCY � ' E -MAIL ADDRESS PHONE NUMBER FGUTIERREZ�SANTA- ANA.ORG 714- 647 -5420 PRINT NAME TITLE _ _. SIGNATURE *i EXECUTIVE DIRECTOR, FINANCE & , �.i r 1 � 1 r� 1 7 , r � I r � �� f � � 1 j I � 1� 1 '�'S I � I MANAGEMENT AGENCY t 11 I'•} � } }'� " "} \ } S 1 7 � 111 ,'' PHONE NUMBER 11" �r �� ,�� . ,!r 1��r�i'i 7 t 4- 647 -5420 �'� OManual FRANCISCO GUTIERREZ ®Facsimile E -MAIL ADDRESS FG UTI E R R EZ(r7iSANTA -ANA.O RG PRINT NAME TITLE SIGNATURE ®Manual CHRISTINE C. DUARTE O Facsimile TREASURY MANAGER _ E -MAIL ADDRESS PHONE NUMBER C D UARTECtDSANTA -ANA.O RG 7 � 4- 647 -5335 PRINT NAME TITLE SIGNATURE (]Manual !]Facsimile E -MAIL ADDRESS PHONE NUMBER The undersigned, an authorized representative of the Account Holder, certifies that he /she has reviewed the information containetl in this Signature Card, the Certificate Regarding Accounts, and /or any other account authorization document, and finds it accurate on this tlate. The Account Holtler has received antl agrees to be bound by the terms antl conditions governing the operation of accounts and services provitled by JPMOrgan Chase Bank, National Association, ( "the Bank "), including the Account Terms and Service Terms, as they may be amendetl or supplemented from time to time. The undersigned is authorized to certify the names, titles, and signatures of authorizetl signers on this these accounts) pursuant to the Certificate Regarding Accounts or, if applicable, another account authorization document (e.g., a corporate resolution, partnership letter &security agreement, or a limited liability company letter 8 security agreement). The undersigned certifies that the (NO.) 2 signatures presentetl on these pages are the signatures of persons authorized to sign and otherwise act on behalf of the Account Holtler with respect to the account and banking transactions or services. The Bank is entitled to rely on the authority of the cri n nrc\ , ntil the Rnnla r wriHCn r Minn of mu-h a�rthr,rily Tax ID Number Certification —Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer idenliFication number (or I am waiting for a number to be issued to me), and 2. I am no[ subject to backup withholding because: (a) I am exempt from backup withholding, or (b) 1 have not been notified by the Internal Revenue Service (IRS) that 1 am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notifietl me that I am longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (as tlefinetl in the IRS Form W -9 instructions). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failetl to report all interest antl dividends on your tax return. See the IRS Form W -9 Instructions for adtlitional information. p The Account Holder Is a nonresident alien or foreign entity, and therefore the certification above does not apply. The Account Holder's foreign status has been certified to the Bank on the appropr ate Form W-8. The /RS does not require your consent to any !s /on this document other than the ceriN /cat Ions requ/red to avoid backup wlthho /ding. Authorizetl Si nature: Title: � — 71v� r c�0 Date: \\ '20 Authorized Si nature: Title: � MfFr/f9(vL< Date: 1 10 INTERNAL USE ONLY THSABOVEINFORMATION AND SIGNATURE(Sj WERE VERI 1ED BY:" Print Name[ Initials: Dept NO. /Br. -Nag . Com IetlorrDate- ' Enti T :Select Enti T': e PN: 350914 DOC IO: S Page 49 of SI Client Name /Account Holder: Account Title: Tax ID Number: Card of Account Telephone Number: Date: 1 t /'18/20'10 Number(s): PRINT NAME TITLE SIGNATURE OManual p Facsimile E -MAIL ADDRESS PHONE NUMBER PRINT NAME TITLE SIGNATURE Manual Facsimile E -MAIL ADDRESS PHONE NUMBER PRINT NAME TITLE SIGNATURE O Manual Facsimile E -MAIL ADDRESS PHONE NUMBER PRINT NAME TITLE SIGNATURE OManual O Facsimile E -MAIL ADDRESS PHONE NUMBER PRINT NAME TITLE SIGNATURE Man ual Facsimile E -MAIL ADDRESS PHONE NUMBER PRINT NAME TITLE SIGNATURE Manual 0 Facsl mi le E -MAIL ADDRESS PHONE NUMBER PRINT NAME TITLE SIGNATURE Man ual Facsimile E -MAIL ADDRESS PHONE NUMBER PRINT NAME TITLE SIGNATURE OManual O Facsi mile E -MAIL ADDRESS - PHONE NUMBER PRINT NAME TITLE SIGNATURE Manual � Facsimile E -MAIL ADDRESS PHONE NUMBER PN: 350974 DOC ID: S Page SO oj'Sl Certificate of Incumbency � JPMorgan chase Bank, N.A. V1.2_02_19_� � Check if below signatures are applicable to a Lender or Secured Party of a Multi -Party Blocked Agreement The undersigned certifies that: I am an authorized official of (Lender /Secured Party), and that the persons named below are presently holding the ofFCes set forth opposite their respective signatures below; and each such signature is his or her genuine signature; and each are authorized to act on behalf of the Lender /Secured Party. The undersigned certifies that: I am an authorized official of City of Santa Ana, duly organized and existing under the laws of the State of California, ( "Organization "); that the information presented below is correct and the persons named below are presently holding the ofFCes set forth opposite their respective signatures below; and each such signature is his or her genuine signature: - - - - •• - (Name) (Phone) FRANCIS GUTIERREZ _ � 714 -647 -5420 (Title) (Fax) EXECUTIVE DIRECTOR, FINANCE 8. MANAGEMENT AGENCY (((�� E -Mail Address FGUTIERREZ SANTA- ANA.ORG (Name) (Phone) CHRISTINE C. DUARTE �� /' / / 714- 647 -5335 (Title) ___ (Fax) TREASURY MANAGER </ ,c, � E -Mail Address CDUARTE SANTA- ANA.ORG (Name) (Phone) DAVID N. REAM _ 714- 647 -5200 (Title) (Fax) CITY MANAGER �. 714- 647 -6954 E -Mail Address DREAM SANTA- ANA.ORG (Name) (Phone) (Title) (Fax) E -Mail Address (Name) (Phone) (Title) (Fax) E -Mail Address In Witnes$$ Whereof, 1 h ve hereunto subscribed my name and affixed the seal of the Organization, if applicable, this �ar�Day of �bVP �.�z -`r 20 /C ,n By: / �'j /I/�e2� N/- Signature MARIA D. HUIZAR Print Name Title By: Signature Print Name Title - � O FORM .) f� PN: 350974 DOC 1D: 6 Laura Stitt Sheedy page S7 ojSl :�►.esi ®tent City Attor y Appointment of Designated Authority V � .4_0'1 _22_07 NOTE: Use this form to delegate and appoint persons to handle the administration and maintenance of depository accounts and treasury services, to issue fund transfer instructions, callback verifications and to issue instructions regarding credit facilities that have been established. Changes to the authorized signers for signature cards and persons authorized to execute depository services agreements or to be an Account Manager or for exewtion of loan documents establishing credit facilities are documented on other forms provided by or acceptable to Bank. This Appointment is provided to JPMOrgan Chase Bank, N.A. and its subsidiaries and affiliates (collectively, "Bank ") with respect to the administration, operation and maintenance of all credit facilities now or hereafter provided to Customer by Bank (collectively, the "Credit Faellltles ") and of all deposit accounts, treasury services and to provide funds transfer and other instructions (collectively, the "Instructions ") for any and all deposit accounts and treasury services that Customer currently has or may open in the future with Bank (collectively, the "Accounts "). "AUTHORIZED PERSON" is a person authorized by the applicable Customer resolutions and Appointments, Signature Cards, Certificate Regarding Accounts or other applicable documentation on file with Bank indicating those persons authorized by Customer to execute and deliver loan documents to Bank and to obtain advances or other extensions of credit from Bank and /or to appoint others to do so and /or sign for Customer on Accounts and to appoint others to do so, and to execute depository and treasury service agreements with Bank or is an Account Manager as defined in a Certificate Regarding Accounts. By signing on page two, the AUTHORIZED PERSON, on behalf of Customer, ratifies, certifies, confirms and approves all certifications, requests, elections or Instructions issued prior to the date of this Appointment in the name of Customer by any Designated Person set forth in this Appointment. Bank is released from any liability and shall be indemnified against any loss, liability or expense arising from its reliance upon this Appointment. This Appointment is in addition to, and does not affect the operation of any prior or future certificate or authorization by Customer of persons authorized to provide instructions with respect to the Accounts or Credit Facilities or other products and services of Bank, all of such certificates and authorizations shall continue in full force and effect unless specific written notice of termination or replacement is delivered to Bank or this Appointment indicates it is a replacement of a prior appointment. CREDIT FACILITIES Loan Advances and Administration of Credit Facilities Including but not limited to Interest Rate Elections and Periods ( "Advances /Rates ") Each person whose name appears under Designated Persons on page two and has the Advances /Rates box checked in the same section as the person's name is currently not an authorized signer on the Credit Facilities and is now being designated by the undersigned AUTHORIZED PERSON to be a Designated Person to handle the administration and operation of the Credit Facilities in the name of Customer in any manner, whether orally or in writing (including email, fax, telephone and other forms of communication) or otherwise acceptable to Bank. Bank may place telephone callbacks to any telephone numbers) of Customer as reflected in the records of Bank or to any other telephone number that any Designated Person or other person authorized to certify Designated Persons specifies to Bank from time to time. All such certifications, requests, elections or instructions verified by a person who purports to be a Designated Person or such other person in a telephone callback will be conclusively established (as between Customer and Bank) to be authorized by Customer. Bank will have no duty to monitor the receipt of written confirmations or to detect discrepancies between written confirmations and verbal certifications, requests, elections or instructions. The authority includes, but is not limited to: (i) certification of any Borrowing Base Certificates; (ii) requests for loans or advances under Credit Facilities; (iii) interest rate elections and periods under the Credit Facilities, (iv) wire transfer instructions with respect to loan advances and other instructions relating to the disbursement of proceeds of any loans or advances under the Credit Facilities; and (v) verifying, by telephone callback, verbal or written instructions issued in the name of Customer relating to any of the foregoing activities. Bank is authorized to charge the Credit Facilities in the name of the Customer for the amount of any loan or advance requests issued by an Designated Persons and for the amount requested in any wire transfer instruction or other instruction relating to the disbursement of proceeds of any loans or advances under the Credit Facilities. To the eMent that Bank elects to verify any requests or any other certifications, elections or instructions described above, Bank may rely upon telephone verification given by any Designated Person with respect to any callback regarding Credit Facilities. ACCOUNTS Issue Funds Transfer Instructions ( "FTS ") Each person whose name appears under Designated Persons on page two and has the FTs box checked in the same section as the person's name is currently not an authorized signer on the Accounts and is now being designated by the undersigned AUTHORIZED PERSON to be a Designated Person, to act singly, in connection with all Accounts, for the sole purpose of issuing funds transfer Instructions in the name of Customer to Bank in any manner, whether by telephone, fax, or otherwise. Bank is authorized to charge any Account of Customer for the amount of any Instructions issued by any Designated Person. Bank may rely upon telephone verification given by any Designated Person authorized to verify Instructions. Callback Verification Authority ( "CBV "1 Each person whose name and telephone number appears under Designated Persons on page two and has the CBV box checked in the same section as the person's name is currently not an authorized signer on the Accounts and is now being designated by the undersigned AUTHORIZED PERSON to be a Designated Person, to act singly, in connection with all Accounts, for the sole purpose of verifying, by telephone callback, verbal or written Instructions issued in the name of Customer, including those issued by telecopier. Bank may rely upon telephone verification given by any Designated Person authorized to verify Instructions. Bank may place telephone callbacks to the telephone number of Customer as reflected in the records of Bank or to any other telephone number that a person authorized to certify account signers specifies to Bank from time to time. All Instructions verified by a person who purports to be an Designated Person in a telephone callback will be conclusively established (as between Customer and Bank) as authorized Instructions of Customer. Bank will have no duty to monitor the receipt of written confirmations or to detect discrepancies between written confirmations and verbal Instructions. Depository /Treasury Services Maintenance ( "MTN "). Each person whose name appears under Designated Persons on page two and has the MTN box checked in the same section as the person's name is currently not an authorized signer on the Accounts and is now being designated by the undersigned AUTHORIZED PERSON to be a Designated Person to provide and initiate maintenance activities related to all Accounts and to deliver, by phone, fax, email or other method of communication, Instructions associated with the Accounts and /or related to service implementation with respect to treasury services that have been authorized by Customer. By way of example and not limitation, the Designated Person under this section is authorized to: (t) change, add or delete reports or reporting methods provided under service agreements; (2) make changes to any of the following: contact names, address(es), phone number(s), billing information, fee /processing, mailing methods; (3) request changes to statement cycles or statement dates, service schedules and calendars: (4) change pre- funding utilized by Customer; (5) change settlement accounts; (ti) change sweep investments, threshold amounts in service agreements such as target balances and peg amounts; (7) change check cashing services; (B) change remittance holds, reporting groups and return item information; (g) advise of Customer name changes and provide documentation regarding those changes; (f 0) provide instructions to deposit return items or other dispositions; (� �) delete accounts; (12) make changes related to vendors such as service bureaus, couriers, or armored carrier and contract information regarding such vendors; (13) provide instructions as to cash order limits, standing orders and cash differences; and (14) any other maintenance activities related to any service arrangement. PN: 350955 DOC ID: 7 Page 7 of 2 Appointment of Designated Authority Authorlri. The authority of each Designated Person is indicated below by marking one or more boxes under AUTHORITY and applies to all Credit Facilities, all of Customer's Accounts and Treasury Services (See Page One for Definitions; Check "N /A" if the authority is inapplicable to the person named). Designated Persons (for your security, /ine out a/l unused signature boxes) _ ___ Name: MINERVA MANCHA t.714- 647 -5442 • � Advances /Rates p N/A "�` � Si nature: �/. 2. MMANCHA�SANTA- ANA.ORG ®_FTs ®" CBV ®_MTN _ {� � _ Q N/A D N/A D N/A Name: ROBERT CORTEZ t. 7t4- 647 -5420 S _ • � Advances /Rates � N/A ._._ __ ^�� --�� "" -�� 2. RCORTEZ�SANTA- ANA.ORG • //_ Signature: ' " -� � ®FTs CBV ®MTN O N/A � N/A � N/A -/ JJ�� 3� Name: BICH TA �- 7t4- 647 -5435 _ • � Advances /Rates � N/A 2. BTA @SANTA- ANA.ORG • Signature: � FTs ®CBV ®MTN 0 N/A � N/A � N/A 3. Name: - � _ • � Advances /Rates � N/A 2. • Signature: �_ CBV 0 MTN__ _FTs _ _ Name: - � _ • 0 Advances /Rates Q N/A 2 Signature: ",. �._FTa ___ ___�- CBV___ _ . ".. ._MTN __ "_ -. 3. � N/A � N/A D N/A Name: - � _ • Q Advances /Rates Q N/A 2 • Signature: � FTs � CBV � MTN _ O N/A (] N/A (] N/A 3. Each of the undersigned certifies that: (t) he or she is duly authorized by the Customer named above to provide this Appointment; (2) the signature below each name above is the true and correct signature of that person; and (3) the 3 (No -) signatures above are the signatures of Designated Persons with respect to the Customer's Credit Facilities, Accounts and Treasury Services for the purpose syndicated in the same section as_the Des�nated Person's name- .___"— . "_— ".... "._...__ ._— —_ "." _" — _......_ _ - -__ I am an AUTHORIZED PERSON and authorized to execute this Appointment for (check applicab /e box): Signature of Authorized Person FRANCISO GUTIERREZ Printetl Name of Authorized Person Printed Name of Authorized Person Title: EXECUTIVE DIRECTOR, FINANCE 8 MANAGEMENT SERVICES Title: AGENCY Date Executed: IF CORPORATION, AFFIX CORPORATE SEAL HERE (if required) PN: 350955 DOC 1D: I Page 2 of 2 A -2010 -204 NOV 2 2 2EI� Document Checklist � JPMORGAN CHASE BANK, N.A. Michael Simpson 949 - 838 -1649 michael.l.simpson @jpmchase.com Attn= Christine Duarte CITY OF SANTA ANA 20 Civic Center PLZ RM 114 Santa Ana, CA 92701401 O Dear Christine, On the following page is a list of documents contained in this package that pertain to the products and /or services you have requested, with instructions for each document_ These documents govern your relationship with JPMorgan Chase with respect to the products and /or services we provide to you. Any modifications to the documents, including but not limited to any changes, amendments, deletions and /or additions, will not be binding upon us unless such modifications are acknowledged and agreed to in writing by an officer of JPMorgan Chase_ For your protection, where documents in this package have been pre - filled, the account number has been truncated to the last 4 digits if this package is being electronically transmitted. If you require specific information regarding the account, please contact your Bank representative. We look forward to serving you and thank you again for choosing JPMorgan Chase: PN: 363374 C /TY OF SANTA ANA -Nov. !9, 20lO Page I of 25 PN: 363374 DOC ID: OC /TY OF SANTA ANA -Nov_ 79, 20�OPage 2 of 25 Document Name ID Instructions ® SADF- SB,MM,PS 1 Com lete, Si nand Return. ® SADF- SB,MM,PS Com lete, Si nand Return. ® SADF- SB,MM,PS 3 Com lete, Si nand Return. ® ACH Debit Blocking Service Setup Form For reference only. ® End of Day Investment and Loan Swee Service Terms 5 Complete, Sign and Return. ® US Domestic Cash Concentration Products Service Terms -Sin le Complete, Sign and Return. ® Addendum to Client Access Service Terms for File Management Services FMS For reference only. Centralized Returns Service Terms 8 For reference onl ® Image Deposit Direct Terms -use with /without ACH For reference only ® Receiver Services (eLockbox) Service Terms 10 For reference only PN: 363374 DOC ID: OC /TY OF SANTA ANA -Nov_ 79, 20�OPage 2 of 25 O O K) O /Li T- O M EL N � U a N 1V C" C o c L iV d Z N o O y N S+ Q d U L d c N U � N y U Uv N 0 d S Ga d yU d � � O Oi d d �_ o 0000 15 � U D c N O C a °a R a`> Q C y� y O y d U c W R CO 0 m V N fn d N ai d n A a o LL cc 9 BE m � J 9 0000 O O cc Q LL cxi 0 R O ti d C R = O) O e�i � 7 � CO) z c d Z d x pH C cc w 2 N d R c c �co` T C c •=� W W y d 2 K (n a ui V ®®oo d y S Ti 3 ` O Q Z (n fn Q U> �_ a W Z N d d •� m UJ y L W � N R LL V c fn E 0 Lo Q o D N - H A rn `o S ` V Y V O O L d U ya CD � m c O OzEi O Cn ®oo X O m � R • $ cs � v Y U N � H 2 V N Q d Y yW C O m C W O L m w c`iIS E W S y N m N � m a N t ° m c y W = m m m 1O o ti o_ �o �z m c a 4 E z $ m °- m `o t w mrn = ° "c � E a a m � E U m m m w a m $ w � m a N j w N O O W m c t o c m d a v � a Q W y N d ti 0 0 Z u a in 2 m N m � O 7 m O m A a o � c A m t c y W L ° O d o ?c U & E i o a .n m o_ L y N pmt O !� C yO ¢ V `m L o W € � m m U t ~ y m � NFU c W m ^2 a s m � A p Q m S m � � o= � c � x H � o m = ALL rn p� y � C U c �gEqq 2S m � W a4 a c c m E ° o. o g E � c E C q M yZ a� y N � m aw y ai � o au �. m � ii y O C m O E o m U �L c a O W a N L o 2 m o E � � � v E 17 W_ c 6 N N v � a m c o m AS y � O E Z o � C O O /Li T- O EL N � U a N 1V C" iV S+ Q d N U � N 0 yU d � � C o d io W • v 15 O D c N O C °a C O L y O y W 0 m J ai L�' H A a o cc �Q BE m J c 0 O cc Q cxi 0 R ti d C E A 7 z c Q� x pH C cc w 2 N d R c c �co` W ` Q ui V x y a� w E c_ W V N W � J N H O OzEi X O m � Y U N � m U � � W x C> ii 1� ie t� O L O V L y U Ei O O Ei c = O U 2 Q •E � T p ui Bi Er W LL C Q L L ` q O Al > v L v N t0 O _ 'o l0 'O E � O N o C� C N `o 5 0 �• L L U 'C N ¢ N N O @ y C ` d • d O ` � 1CD cc H T O C A O -V O � H •o V m o v` c v` Q m N W U Q o a fn Q w ° c=a E t V x m ` E t ` Z LL O y CV rn N o a 2 U N rn to r Y N m U C E C E .� � �• u¢� 0 fh ® E3 O ® y ® E3 E3 a .n m o_ L y N pmt O !� C yO ¢ V `m L o W € � m m U t ~ y m � NFU c W m ^2 a s m � A p Q m S m � � o= � c � x H � o m = ALL rn p� y � C U c �gEqq 2S m � W a4 a c c m E ° o. o g E � c E C q M yZ a� y N � m aw y ai � o au �. m � ii y O C m O E o m U �L c a O W a N L o 2 m o E � � � v E 17 W_ c 6 N N v � a m c o m AS y � O E Z o � C O /Li O � A � U N L E S+ Q d y � yU d � � C o d io d io • v 15 O D N O C C O L y O y 0 L�' H A o �Q BE m 0 Q N ti d a E A 7 L E U Q� x w � o c v ci ui a� c_ W N 3N o � � O OzEi O L � m U a�i is U Ei —_ LL cOc� VG d Ei c = O U 2 U d c � T p ui Bi Er W C O y L L O Al > v L N t0 O _ 'o l0 'O E N z N o N z N `o m L U �• L L U 'C E @ y C O d � � H T O C A O -V O C lu W o m o ° t E c Q m N W U Q o a N 0 M 0 r N C1 O O N O O W a N J c O d _ C h c t E w . d O U L d � U � � H y U U 0% Eu 0 W C%A o000 °c N O d C R C C O L C y O d U C cc m ^ U IV q z N � c Q J d 'C A L_ LL x q CIOC a a O O O C O O LL V L C Q .. 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S y U a°i c 3 t E i d au E N o _ N 3 W y� ".� In - U L d O N T L LL y VJ Cn H N O p� t0 G C E d� tEO N N N tO O L E Z O Z O T • Y A 3 U "C � v E n O. ¢ d • c O to d T 0 � O C m g •� •� C 0 O m L pm ° d` • o c N� o � U O a L C m w O O c o A o 4 C u m f6 L L y� T V Q m tN m V Q O 9 N O h O r �f I ACH Debit Blocking Service Setup Form 3.5_03_29_�O Note: P /ease type a// information No Signature Is Required for Requests in Section A Section A: �. All ACH Debits Blocked: (New accounts or setu son/ Select Bank Number Select Bank Number Select Bank Number Select Bank Number Select Bank Number Select Bank Number Select Bank Number Select Bank Number Select Bank Number Select Bank Number 2. Add new account to ACH Debits Block with the following Allowable Co IDs: (New accounts or setups on /y) OR Decrease dollar amount for an existing Allowable Comoanv ID: !Modifications on /v) _ - 703 - 322271627 Company ■ _ � _ _ Select One _ � 1282535088 �. __ 703- 322271627 Select One 3387702000 Select Bank Number 703- 322271627 Select one 1282533055 Select Bank Number tuber Select One Select Bank Number tuber Select One tuber Select One tuber Select One tuber Select One If ou use a JPMor an derivative roduct, please add the followin com an ID as allowable to revent settlements from rejedin Select Bank Number � N/A 9200407061 1 � �� 3. Allow all ACH Debits exce t those exceedin the followin amounts: New accounts) - Company - - Select Bank Number �- ■. Select Bank Number Select Bank Number Select Bank Number Select Bank Number 4. Add Non - Allowable Com an ID: New accounts or setu s Select Bank Number Select Bank Number Select Bank Number Select Bank Number Select Bank Number � - � Select One Select One Select One Select One Select One Non - Allowable Company IDs PN: 363374 DOC ID: 4C /7Y OF SANTA ANA -Nov. 19, 2010P¢g¢ 6 Of 25 Modify Billing Account: /ModiFcations on /v) Existing Debit Block Account Existing Customer Billing Account New Customer Billing Account New Billing Account State /Bank Contacts when Adding Account: (Comp /ete when adding accounts) The following are the names and telephone numbers of authorized em to ees of the Customer who ma be contacted in connection with ACH Debit Blocking: Minerva Mancha 7'14- 647 -5442 Billing when Adding Account: (Complete when adding accounts) Billing is at the individual account level. Indicate if you would prefer to Select Bank Number PN: 363374 DOC ID: 4C /TY OF SANTA ANA -Nov_ 79, 20�OPage 7 of 2S a' ACH Debit Blocking Service Setup Form 3.5_03_29_'10 Note: P /ease type a// information Signature of Authorized Signer is Required in Section B Section B: 7. Add additional Allowable Co ID to existing account on Debit Block: (Modifications on /y) OR Increase dollar amount for an existing Allowable Co ID: lMod� cations on /v) Select One I Select Bank Number I Select Bank Number Select Bank Number Select Bank Number Select Bank Number Select Bank Number Select Bank Number Select Bank Number Select Bank Number Select Bank Number Allowable Company Max Dollar Amt IDs of a Single ACH DPtllt as allowable to revent settlements from re ectin 920040706'1 � If Co ID is less than 10 digits, space is _ _ � _ _ _ � _ - - • - - - • - Maximum Debit Dollar Amount �m nanv Ir Select Bank•Number Select Bank Number Select Bank Number __ –_– __ _ .................._._ - Select Bank Number This form should be delivered to JPMorgan Chase Bank, N.A., o/o JPMorgan Treasury Services [Address], Print Name of Customer- CITY OF SANTA ANA Authorized Signature PrintName 8 Title of Signer NO SIGNATURE REQUIRED Authorized Signature Print Name � Title of Signer '. NO SIGNATURE REQUIRED Date NO SIGNATURE REQUIRED ' F �. � ��I'. k° L. d.;. 1 .��'��*,�°'2°""vf9'T',,.";�.,Ft �.;�,. �vx,. �f �h� �� 5 °�1 ��`1 �t:e �`a.x��?, >�":sar` "- sas..,�.�i.xci�' y L1.1 .�,a��lv:!. «�. w,v. ..�J' �...x .mss. .,. a ....�.4.:m�_.�k..'�_^`,11'�A.�Q . • — � • — . PN: 363374 DOC ID: 4C /TY OF SANTA ANA -Nov. fs, 2ofOPage 8 of 25 i End of Day vz.s_o't_o�_�o Investment 8. Loan Sweep Service Terms 1. Service. JPMOrgan Chase Bank, N.A. (the "Bank ") will provide the customer (the "Customer ") with the selected automatic investment and loan sweep service, (each a "Service ") by which the Bank: (i) will arrange for the automatic investment of Customer funds; (ii) will arrange for the return of the invested funds; (iii) will credit the Customer's account with interest on the invested funds; and (iv) will arrange, if the Customer has a credit facility in place, for the automatic borrowings and payments under the credk facility by means of transfers to or from the Customer's account; all as more fully described below. The provisions of the Bank's account documentation, including account terms and conditions governing the operation of business accounts and services ( "Account Documentation "), are incorporated into these Service Terms by reference. By signing the applicable Account Documentation, by signing these Service Terms, or by using or continuing to use the Service, the Customer agrees to these Service Terms. 2. Accounts; Investments; Facilities. (a) The Customer hereby authorizes the Bank to establish and /or maintain in the Customer's name, the following accounts: (i) the demand deposit account (the "DDA ") identified on Schedule A, attached hereto; and (ii) the investment sub - account in the Bank's sub - account system (the "Sub - Account ") identifed on Schedule A. (b) The Bank, "rf the Customer has selected an investment arrangement, will maintain one of the following overnight, interest - bearing, investment vehicles (each an "Investment Vehicle "), for the Customer investment, as selected by the Customer, and specified on Schedule A: (i) a U.S. dollar deposit on the books of the Bank's Nassau Branch ( "Nassau Investment Vehicle "); (ii) a U.S. dollar deposit on the books of the Bank's London Branch ( "London Investment Vehicle "); (iii) a U.S. dollar deposit on the books of the Bank's International Banking Facility ( "IBF Investment Vehicle "); (iv) a U.S. dollar investment arrangement to facilitate the purchase and sale of depository funds, also known as "Fed Funds" ( "Fed Funds Investment Vehicle "); (v) a U.S. dollar denominated investment under a repurchase agreement ( "Repo Investment Vehicle "); (vi) a combination Nassau Investment Vehicle and Repo Investment Vehicle ( "Nassau /Repo Investment Vehicle); (vii) a combination London Investment Vehicle and Repo Investment Vehicle ( "London /Repo Investment Vehicle"); and (c) The Bank, if the Customer has selected a loan borrowing and payment arrangement, and has a credit facility ("Credit Facility ") in place, will maintain one of the following loan borrowing and payment options ( "Loan Sweeps ") for the Customer, as selected by the Customer, and specified on Schedule A: (i) an automated arrangement for borrowings and payments under the Credit Facility ( "Loan Borrowing and Payment Option "); (ii) an automated arrangement for payments under the Credit Facility ("Loan Payment Option "); (iii) an automated arrangement fora Loan Borrowing and Payment Option and an Investment Vehicle ( "Loan and Investment Option "); and (iv) an automated arrangement for borrowings and payments under a Fed Fund Credit Facility ( "Fed Funds Borrowing Option "). 3. Sweep Operation; Investments. (a) Schedule A establishes parameters for the sweep of funds under the Service ( "Sweep Parameters "), by setting forth the following Customer - specific information: (i) a "Target Balance "; (ii) a "Minimum Investment "; (iii) a "Sweep Increment "; and (iv) an "Investment Cap ". Sweep Parameters are subject to review and modification by the Bank, upon notice to the Customer. (b) The Bank, at the end of each banking business day (a "Business Day "), will automatically debit the DDA and transfer to the Investment Vehicle an amount equal to the Minimum Investment and any Sweep Increments, above the Target Balance, maintained in available balances in the DDA, (the "Investment "). The Bank will not transfer to the Investment Vehicle any amounts in excess of the Investment Cap. The Bank, on the succeeding Business Day, will arrange for the return of the Investment and credit the DDA for that returned amount at the opening of business. (c) Invested funds will earn interest in accordance with the earnings rate information provided by the Bank to the Customer from time to time. 4. Acknowledgments. (a) The Customer acknowledges that, notwithstanding anything to the contrary herein, if the Bank becomes aware of any legal or regulatory action, which, in the Bank's sole opinion, inhibits the operation of the Service, the Bank may suspend the Service until the Bank's concerns are resolved to its satisfaction. (b) The Customer further acknowledges that it has made an independent assessment of the suitability of the Investment for its own purposes and understands that it is advised to consult its own financial, legal and other advisors therefor. PN: 363374 DOC ID: SC /TY OF SANTA ANA -Nov. 79, 20�OPage 9 of 2S i 1111WINNIQU 1111 5. Investment Statement. The Bank, on a periodic basis, in addition to an account statement related to the DDA, will provide to the Customer a statement ( "Investment Statement ") detailing the Investment, the sweep transactions, and earnings or charges . 6. Taxes. The Bank makes no representations as to the interpretation or characterization of the transactions herein undertaken for tax or any other purpose, in any jurisdiction. The Customer must satisfy itself as to any tax impact of the Service before agreeing to the terms herein. The Customer is responsible for any income, withholding or other taxes imposed by any jurisdiction and will indemnify and otherwise hold the Bank harmless for: (i) any such taxes including any withholding tax imposed by any jurisdiction on overdraft interest charged to any demand deposit account, and any interest, penalties or additions to tax for failure to properly remit such tax; and (ii) the Bank's payment of any taxes, interest, penalties and /or additions to tax otherwise due from, or paid on behalf of, the Customer. The Customer is responsible for effecting the actual payment to appropriate taxing authorities of any withholding tax due on overdraft charges. The Customer will provide the Bank copies, or where required, originals, of such proofs of residence, ownership of assets, taxpayer status, or other documentation, declarations, certifications or information (collectively, "Information ") as the Bank may require, and represents and warrants that such Information, as of the date of its provision to the Bank, will be and, except as may be otherwise notified in writing by the Customer to the Bank from time to time, will remain, true and correct in every respect, not misleading or inaccurate in any way, and contains all material information. Any and all overdraft charges will be free and clear of, and without any deduction or withholding for, any applicable withholding tax. The overdraft charge legally due to the Bank shall be equal to the ratio of (i) the overdraft charge as provided to the Customer by the Bank on the Customer's statement, to (ii) 1 reduced by the applicable withholding tax rate: (Stated Overdraft Charge) /(1 - Tax Rate). 7. Service Fees. The Customer shall compensate the Bank for the Service, in accordance with the Bank's fee schedules from time to time in effect. 8. Notices. All notices to the Bank shall be sent to: JPMorgan Chase Bank, N. A., c/o JPMorgan Treasury Technologies Corporation, TLIP Operations, 10420 Highland Manor Drive — 2nd Floor, Tampa, FL 33610. All notices to the Customer shall be sent to the Customer's last known address on the Bank's books and records. 9. Offshore Investment Vehicles. If the Customer has selected the Nassau Investment Vehicle or the London Investment Vehicle as an investment, the provisions of Section 9 shall apply in addition to the provisions of Sections 1 through 8. (a) The Bank, with respect to the Nassau Investment Vehicle and the London Investment Vehicle (collectively, "Off Shore Investment Vehicles -), will maintain an interest - bearing deposit account at the applicable off -shore branch in the name of the Bank for the benefit of the designated customers ( "Master Account "). The Bank, on behalf of the applicable off -shore branch will maintain the records of the Customer's investment in its sub - account system (the "Sub- Account System "). The Sub - Account System will: (i) identify the Customer's separate, individually identifiable investment; (ii) contain the Customer's transaction history with respect to the investment; and (iii) mirror in account name and other relevant information the Customer name and information from the DDA. (b) The Master Accounts for the Nassau Investment Vehicle and the London Investment Vehicle, are maintained at branches of the Bank. (c) The Customer understands that the Minimum Investment for investments in the Nassau Investment Vehicle or the London Investment Vehicle is $100,000 for U.S. residents or entities. (d) Deposits held in a branch of the Bank, located outside the United States are payable exclusively at the branch at which the account is held and are not payable in the United States. Such deposits: (i) are not insured by the Federal Deposit Insurance Corporation (the "FDIC ") or any other governmental entity; (ii) are subject to cross - border risks; and (iii) have a lesser preference as compared to deposits held in the United States in the event of a liquidation of the Bank. (e) Required FDIC Disclosures: In the event of a failure of the Bank, funds swept to the Nassau Investment Vehicle or the London Investment Vehicle, as reflected on the Bank's end -of -day ledger balance, would not be considered deposits by the FDIC, and the beneficial owner of such funds would be treated as an unsecured general creditor of the receivership estate of the Bank. 10. IBF Investment Vehicles. If the Customer has selected the IBF Investment Vehicle as an investment the provisions of Section 10 shall apply in addition to the provisions of Sections 1 through 8. (a) The Bank, with respect to the IBF Investment Vehicle will maintain an interest- bearing deposit account at its International Banking Facility ( "IBF ") in the name of the Bank for the benefit of the designated customers ( "Master Account "). The Bank, on behalf of its IBF will maintain the records of the Customer's investment in its sub - account system (the "Sub- Account System "). The Sub - Account System will: (i) identify the Customer's separate, individually identifiable investment; (ii) contain the Customer's transaction history with respect to the investment; and (iii) mirror in account name and other relevant information the Customer name and information from the DDA. (b) The Master Account for the IBF Investment Vehicle is maintained at the IBF of the Bank. (c) Investments in the IBF Investment Facility are only available to qualified institutions, pursuant to Section 204.8(a) (2)(i) of Federal Reserve Regulation D. PN: 3633 74 DOC ID: 5cfTY OF SANTA ANA - Nov. 19, 201OPage 10 of 25 IIII�II'�V�h (d) Deposits held in the IBF (i) are not insured by the FDIC or any other governmental entity: and (ii) have a lesser preference as compared to deposits held in the United States in the event of a liquidation of the Bank. (e) Required FDIC Disclosures: In the event of a failure of the Bank, funds swept to the IBF Investment Vehicle, as reflected on the Bank's end -of -day ledger balance, would not be considered deposits by the FDIC, and the beneficial owner of such funds would be treated as an unsecured general creditor of the receivership estate of the Bank. ��. Fed Funds Investment Vehicle. If the Customer has selected the Fed Funds Investment Vehicle as an investment, the provisions of Section 11 shall apply in addition to the provisions of Sections t through 8. (a) The Bank will maintain the records of the Customers investment in the Bank's sub - account system (the "Sub - Account System ")_ The Sub - Account System will: (i) identify the Customer's separate, individually identifiable Investment; (ii) contain the Customer's transaction history with respect to the Investment; and (iii) mirror in account name and other relevant information the Customer name and information from the DDA. (b) Investments in the Fed Funds Investment Vehicle are only available to the qualified depository banks pursuant to Federal Reserve Regulation D. (c) Fed Funds Investments: (i) are not bank deposits; and (ii) are not insured by the FDIC or any other governmental entity. (d) Required FDIC Disclosures: In the event of a failure of the Bank, funds swept to the Fed Funds Investment Vehicle, as reflected on the Bank's end -of -day ledger balance, would not be considered deposits by the FDIC, and the beneficial owner of such funds would be treated as an unsecured general creditor of the receivership estate of the Bank. 12. Repo Investment Vehicle. If the Customer has selected the repurchase agreement ( "Repo ") as an investment ( "Repo Investment Vehicle "), the provisions of Section 12 shall apply in addition to the provisions of Sections � through 8. (a) Definitions: (i) "Repo Rate" means the per annum percentage rate for dete rtnination of the Interest at Maturity. The Repo Rate will be determined by the Bank and is subject to change from time to time; (ii) "Income" means with respect to any Securities at any time, any principal thereof then payable and all interest, dividends or other distributions thereof; (iii) "Market Value" means with respect to any Securities as of any date, the most recently available bid price for the Securities, plus accrued Income to the eMent not included therein as of such date (unless contrary to market practice for such Securities); (iv) "Interest at Maturity" means with respect to any Purchase hereunder as of any date, the aggregate amount obtained by daily application of the Repo Rate for such Purchase to the Principal Amount for such Purchase on a 360 day per year basis for the actual number of days during the period commencing on (and including) the Trade Date for such Purchase and ending on (but excluding) the Maturity Date; (v) "Purchase" shall have the meaning as specified in Section '12(b). (vi) "Trade Date" means the date on which Purchased Securities are transferred by the Bank to the Customer; (vii) "Principal Amount" means on the Trade Date, the price at which Purchased Securities are transferred by the Bank to the Customer; (viii) "Purchased Securities" means the Securities transferred by the Bank to the Customer in a Purchase hereunder; (ix) "Maturity Date" means the date on which the Bank is to repurchase the Purchased Securities from the Customer, which is the business day succeeding the Trade Date; (x) "Net Due at Maturity" means the price at which the Purchased Securities are to be transferred from the Customer to the Bank upon termination of a Purchase, which will be determined in each case as the sum of the Principal Amount and the Interest at Maturity as of the date of such determination; (xi) "Securities" means securities issued by the United States Treasury or any agency of the United States Government (which may be available in book entry form only). PN: 363374 DOC 1D: SC /TY OF SANTA ANA -Nov. 19, 20�OPage II Of 25 IIRV�IlCI�� (b) Applicability. On each business day, the parties may enter into transactions in which the Bank agrees to transfer to the Customer Securities against the sweep of funds from the DDA specified in Schetlule A, with a simultaneous agreement by the Customer to transfer to the Bank such Securities on the succeeding Business Day, against the transfer to the Customer of funds by the Bank. The Bank agrees to provide the Customer with Securities with a Market Value sufficient to cover the Principal Amount with respect to any Purchase. Each such transaction shall be referred to herein as a "Purchase' and shall be governed by these Service Terms unless otherwise agreed in writing. (c) Initiation /ConfirmationlTermination. On each Business Day in which there exists an amount in the DDA above the Target Balance. the Bank, will enter into a Purchase for the Customer in accordance with the Sweep Parameters of Section 3. Upon agreeing to enter into a Purchase hereunder, the Bank shall promptly deliver to Customer a written confirmation of each Purchase (a "Confirmation "). The Confirmation shall describe the Securities (specifying the CUSIP or amortgage- backed security pool number, if any, the issuer, Maturity Date, coupon rate, par amount, market price and Market Value), identify the Customer and the Bank, and set forth: (i) the Trade Date; (ii) the Principal Amount: (iii) the Maturity Date; (iv) the Repo Rate; (v) Net Due at Maturity; and (vi) any additional terms or conditions of the Purchase not inconsistent with these Service Terms. The Confirmation, together with these Service Terms, shall constitute conclusive evidence of the terms agreed between Customer and The Bank with respect to the Purchase to which the Confirmation relates, unless, with respect to the Confirmation, specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and these Service Terms, these Service Terms shall prevail. On the Maturty Date, termination of the Purchase will be effected by transfer to the Bank of the Purchased Securities against the transfer of the Net Due at Maturity to the DDA. When the last day of a given month falls on a Friday, Saturday or Sunday, then the Interest at Maturity earned from Purchases entered into on that Friday will be paid on the neM Business Day for the Interest at Maturity earned during the days) preceding month end and on the following business day for the period succeeding month end. The Repo Rate paid to Customer by the Bank on Purchases is not intended to be the same as the interest rate or stated rate of the Purchased Securities; therefore, the Net Due at Maturity is independent of any fluctuation in the market price of the Purchased Securities. Earnings on Repos shall be credited to the DDA on a daily basis. (d) Estimates of Investment Balances. In connection with Repos, the Bank hereby discloses that it enters into Purchases prior to the end of each Business Day based on its estimate of the amount of the funtls that will be available for investment by Repos customers at the end of the Business Day. Although the Bank will use its best efforts to accurately estimate the Principal Amount for the Purchase that will be entered into on behalf of the Customer on each business day, the Customer acknowledges and agrees that. on any business day, all or a portion of its DDA balance may be uninvested if the Market Value of Securities held by the Bank is less than the DDA balances of all customers whose funds are to be invested in Repos. In such an event, the Customer shall be entitled to an earnings credit established by the Bank from time to time, to be applied against the fees charged by the Bank. Except for the earnings credit described in this section, the Customer agrees that it shall have no claim against the Bank based on, or relating to, Purchases entered into with other customers, whether or not the Bank has made fewer or more investments for any other customer, or whether or not any investment for another customer could have resulted in additional investments made for the Customer under these Service Terms. Notwithstanding anything to the contrary in these Service Terms, no interest shall be paid on an uninvested DDA balance that are held in the specified DDA at the Bank. (e) Security Interest. Although the parties intentl that all Purchases hereunder be sales and purchases and not loans, in the event any such Purchases are deemed to be loans, the Bank shall be deemed to have pledged to the Customer, as security for the performance by the Bank of its obligations under each such Purchase, and shall be deemed to have granted to the Customer a security interest in, all of the Purchased Securities with respect to all Purchases hereunder and all proceeds thereof. (f) Payment and Transfer. Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available funds. All Purchased Securities transferred by one party hereto to the other shall be through book entry transfer by the Bank or other identification on the Bank's records that the Purchased Security belongs to either the Customer or the Bank. (g) Segregation of Purchased Securities. To the extent required by applicable law, all Purchased Securities in the possession of the Bank shall be segregated from other securities in its possession and shall be identified as subject to these Service Terns. Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial intermediary or a clearing corporation. (h) Required Disclosure. THE BANK IS NOT PERMITTED TO SUBSTITUTE OTHER SECURITIES FOR THOSE SUBJECT TO THESE SERVICE TERMS AND THEREFORE MUST KEEP THE CUSTOMER'S SECURITIES SEGREGATED AT ALL TIMES, UNLESS IN THESE SERVICE TERMS, THE CUSTOMER GRANTS THE BANK THE RIGHT TO SUBSTITUTE OTHER SECURITIES. IF THE CUSTOMER GRANTS THE RIGHT TO SUBSTITUTE, THIS MEANS THAT THE CUSTOMER'S SECURITIES WILL LIKELY BE COMMINGLED WITH THE BANK'S OWN SECURITIES DURING THE TRADING DAY. THE CUSTOMER IS ADVISED THAT, DURING ANY TRADING DAY THE CUSTOMER'S SECURITIES ARE COMMINGLED WITH THE BANK'S SECURITIES, THEY MAY BE SUBJECT TO LIENS GRANTED BY THE BANK TO THIRD PARTIES AND MAY BE USED BY THE BANK FOR DELIVERIES ON OTHER SECURITIES TRANSACTIONS. WHENEVER THE SECURITIES ARE COMMINGLED, THE BANK'S ABILITY TO RESEGREGATE SUBSTITUTE SECURITIES FOR THE CUSTOMER WILL BE SUBJECT TO THE BANK'S ABILITY TO SATISFY ANY LIEN OR TO OBTAIN SUBSTITUTE SECURITIES. (i) Required FDIC Disclosure. In the event of a failure of the Bank, funds swept to the Repo Sweep Investment Vehicle, as reflected on the Bank's end -of -day ledger balance, would not be considered deposits by the FDIC. However, the FDIC would treat the beneficial owner's swept funds in one of two ways: (a) if the failed Bank's assets were transferred to an acquiring institution, the swept funds would be returned back into the beneficial owner's deposit account on the business day following the failure of the Bank; or (b) if the failed Bank will be dissolved, the beneficial owner would receive a check or other payment from the FDIC to reacquire the beneficial PN: 363374 DOC ID: SC /TY OF SANTA ANA -Nov. 19, 20�OPage I2 of 2S IIII�I��1 owner's allotted interest in the securities in accordance with the FDIC's normal procedures. The Bank will not exercise any right that it may have to substkute securities. (j) Use of Employee Plan Assets. If assets of any employee benefit plan subject to any provision of the Employee Retirement Income Security Act of 1974 ( "FRIBA ") are intended to be used by the Customer in a Purchase, the Customer shall also notify the Bank prior to the Purchase. The Customer hereby represents and warrants to the Bank that no Purchase constitutes a prohibited transaction under ERISA or is otherwise exempt therefrom, and the Bank may proceed in reliance thereon but shall not be required to proceed. (k) Intent. The parties recognize that each Purchase is a "repurchase agreement" as that term is defined in Section 701 (47) of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to such Purchase or the terms of such Purchase would render such definition inapplicable), and a "securities contract" as that term is defined in Section 741 (7) of Tkle 11 of the United States Code, as amended. It is understood that either party's right to liquidate securities delivered to it in connection with Purchases hereunder or to exercise any other remedies pursuant to these Service Terms, is a contractual right to liquidate such Purchase as described in Section 555 and 559 of Title 11 of the United States Code, as amended. (I) Disclosure Relating to Certain Federal Protections. The parties acknowledge that any Purchases under these Service Terms are obligations of the Bank collateralized by Securities_ The Customer acknowledges that it has been advised that funds held by the Bank pursuant to a Purchase hereunder: (i) are not bank deposits; and (ii) are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government entity. 13. Offshore /Repo Investment Vehicle. If the Customer has selected the Nassau /Repo Investment Vehicle or the London /Repo Investment Vehicle (collectively "Offshore /Repo Investment Vehicle ") as an investment, the provisions of Section 13 shall apply in addition to the provisions of Sections 1 through 8. (a) If the Customer has selected an Offshore /Repo Investment Vehicle, the Bank will invest the Customer's DDA balances in accordance with the Sweep Parameters in Section 3. If the amount of the DDA Balances is more than $100,000, then the Bank will invest the balances in the Nassau Investment Vehicle or the London Investment Vehicle, as applicable. If, however, for U.S. residents or entities, the Investment is less than $100.000 then the Bank will invest such lesser amount in the Repo Investment Vehicle instead. (b) The provisions of Section 1 through 8, as well as the provisions of Section 9 and 12 shall apply to the Customer selecting the Offshore /Repo Investment Vehicle. 14. Loan Sweep. If the Customer has selected any of the following: Loan Borrowing and Payment Option, Loan Payment Option, Loan and Investment Option and Fed Funds Borrowing Option (collectively, the "Loan Sweep "), the provisions of Section 14 as well as the provisions of Sections 1 through 8 shall apply. (a) Credit Facility. The Customer acknowledges that as a condition precedent to use by the Customer of the Loan Sweep, it shall have in place a current credit facility with the Bank (the "Credit Facility "). Any credit extended to Customer through use of the Loan Sweep will be subject to all of the terms and conditions of the Credit Facility. (b) Loan Borrowing and Payment Option. After the close of business on each Business Day, if the Customer has selected the Loan Borrowing and Payment Option, the Bank will determine the balance in the DDA after all transactions for that Business Day have been posted to such DDA and: (i) If the DDA balance is less than the Target Balance, the Bank will draw on the Credit Facility up to the amount of credit available under the Credit Facility on its applicable loan system and transfer the proceeds of such draw to fund the DDA up to the Target Balance. To permit such draws, the Bank hereby waives any notice requirements for such draws under the Credit Facility. If the amount of the available credit under the Credit Facility is insufficient to bring the balance in the DDA to the Target Balance, the Target Balance in the DDA will not be reached to the extent of such insufficiency; (ii) If the DDA balance is more than the Target Balance, the Bank will pay down the Credit Facility so that the Target Balance remains in the DDA. To permit such pay downs, the Bank hereby waives any notice requirements for such pay downs under the Credit Facility. Payments to pay down the Credit Facility will only be applied to those loans which are revolving loans under the Credit Facility and which will not result in any break - funding costs or prepayment premiums to the Customer; (iii) If the Credit Facility has expired or for whatever reason is not available for use by the Customer, any balance in the DDA in excess of the Target Balance will be used to pay down the principal amount of the Credit Facility: thereof. (c) Loan and Investment Option. If the Customer has selected the Loan and Investment Option, that Service will operate the same as the Loan Borrowing and Payment Option, except that to the extent there remains a balance in excess of the Target Balance in the DDA after pay down of the Credit Facility, then the remaining balance in the DDA may be swept by the Bank into the designated Investment Vehicle in accordance with the applicable provisions of these Service Terms. PNr 363374 DOC IDr SC /TY OF sstNra aNa -Nov. t9, zoloPage 73 of 25 I (d) Loan Payment Option. If the Customer has selected the Loan Payment Option, that Service will operate the same as the payment portion of the Loan Borrowing and Payment Option described above. (e) Fed Funds Borrowing Option. If the Customer, is eligible for, has selected the Fed Funds Borrowing Option, and has a Credit Facility in place for Fed Funds, then that Loan Sweep will operate in the same manner as other Loan Sweeps described in Section 14(b) and 14(c). (f) Required FDIC Disclosures. In the event of a failure of the Bank, funds swept as part of the Loan Payment Option sweep, as reflected on the Bank's end -of -day ledger balance, would not be considered deposits by the FDIC, but such swept funds would reduce the loan balance owed by the Customer to the receivership estate of the Bank. (g) Multiple DDAs. The Customer may link multiple DDAs (held by the same legal entity), up to a maximum determined by the Bank, to sweep to a single Credit Facility, provided, however that all such DDAs are maintained in the same state. In the event of multiple DDAs, the Bank will post individual debits or credits to the respective DDAS, and wilt post the net advance or payment to the Credit Facility. Agreed to: CITY OF SANTA ANA (Gusto r) By - (Signature) Name: Francisco Gutierrez Title Executive Director /n/ ( ignatu re) Name: Title: APPROVED AS TO FOR1Vi Laura Stitt Sheedy "t�ssistant City Attorne }+ Agreed to: JPMORGAN CHASE BANK, N.A. By (Signature) Name: Manish Patet Title: Vice President Date: 1 1 /19/201 O PN: 363374 DOC7D: SC /7v OF saNra aNat -Nov. �s, 2o�oPage I4 of 25 Schedule A 1111�6�N�1��111 Date: Customer Name: CITY OF SANTA ANA DDA Name: General Account DDA No.: 935309500 Tax Payer ID Number: 956000785 Sub - Account Number X Investment Vehicles: (Check Desired Investment Vehicle) Nassau Investment Vehicle N/A London Investment Vehicle N/A IBF Investment Vehicle N/A Fed Funds Investment Vehicle N/A Repo Investment Vehicle X Nassau /Repo Investment Vehicle N/A London /Repo Investment Vehicle N/A Sweep Parameters: (Insert Applicable Amounts) Target Balance $'I.00 Minimum Investment $x.00 Sweep Increment N/A Investment Cap TBD Loan Sweep Options: (Check Desired Loan Sweep Option) Loan Borrowing and Payment Option N/A Loan Payment Option N/A Loan and Investment Option N/A Fed Funds Borrowing Option N/A This Schedule A supersedes any previous Schedule A with respect to the above listed account for this Service. PN: 363374 DOC ID: SC /TY OF sstNra aNa -Nov. �s, 2o�oPage IS of 25 i i US Cash Concentration Service Terms (Single Entity) vs.o_os_o1_10 1. Service. JPMorgan Chase Bank, N.A. (the "Bank ") will provide the customer (the "Customer ") with its Cash Concentration Service (the "Service ") by which the Bank will automatically transfer funds in the amounts and in accordance with the instructions and selections set forth in the service implementation form or schedule for the Service ( "Schedule A ") to and /or from the U.S. dollar demand deposit accounts maintained at the Bank in the U.S and listed on Schedule A ( "Customer Accounts "). The provisions of the Bank's account documentation, including terms and conditions governing the operation of accounts and services ( "Account Documentation "), are incorporated into these Service Terms by reference. Capitalized terms used in these Service Terms, unless otherwise definetl in these Service Terms, shall have the same meanings as set forth in the Account Documentation. By signing the Schedule A for the Service or by using or continuing to use the Service the Customer agrees to these Service Terms. 2. Balances. The Customer shall maintain sufficient balances in the Customer Accounts to cover any amounts scheduled to be transferred. The Bank may refuse or reverse any transfer if there are insufficient balances to effect such transfer without creating an overdraft. If the Bank effects a transfer that causes or increases an overdraft to a Customer Account, such overdraft shall be immediately due and payable by the Customer, without further notice or demand, together with interest thereon for the period of the overdraft. 3. Representations. The Customer represents and warrants: (i) that each Customer Account is not restricted in any way, and is owned and held outright by the Customer, and (ii) its obligations under these Service Terrns are legal, valid and binding, and enforceable in accordance with their terms 4. Authorized Changes. The Customer may, upon reasonable notice to the Bank, and consented to by the Bank, authorize additions, deletions or changes to the Schedules, which notice shall extend the representations, acknowledgments and terms of this Service Terms to such changes. 5. Intercompany Reports. If the Customer selects, as a feature of the Service, the Intercompany Reporting Service feature (the "Interco Feature "), that selection and affected Customer Accounts shall be specified on Schedule A for the Service. Under the Interco Feature, the Bank will provide the Customer with reports, for the Customer Accounts, detailing: (i) a tracking of accumulated inter - account balance transfers; and (ii) a calculation of intracompany earnings and borrowing charges. In addition, the Bank, through the Interco Feature, will provide the Customer with automated posting, to the affected Customer Accounts, of applicable intracompany earnings and borrowing charges. 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 the account in which the funds are held, as reflected on the Bank's end -of -day ledger balance, by the Federal Deposit Insurance Corporation after completion of all transactions related to the Service and will be insured by the Federal Deposit Insurance Corporation under its applicable insurance rules and limits. 7. Term; Termination. These Service Terms shall be in effect as of the date of the applicable Schedule A, and shall remain in effect unless and until terminated. These Service Terms may be terminated by the Customer by sending written notice to the Bank. Any notice of termination sent to the Bank shall only be effective when actually received by the Bank and after the Bank shall have a reasonable time to act on such notice. These Service Terms may be terminated by the Bank, effective immediately upon the sending of written notice to the Customer. 8. Notices. All notices to the Bank, pertaining to the Service, shall be sent to: JPMorgan Chase Bank, N.A. Go JPMorgan Treasury Technologies Corporation — Liquidity Management Operations, 10420 Highland Manor Drive — 2nd Floor, Tampa, FL 3361 O. All notices to a Customer shall be sent to the Customer's last known address on the Bank's books and records. 9. Governing Law. These Service Terms shall be governed by and construed in accordance with the laws of the State of California, without reference to the conflict of laws provisions thereof. PN: 363374 DOC ID: 6C /TY of SANTA ANA -Nov_ '!9, 2o�oPage l6 of 25 Cash Concentration Service Terms I Schedule A Date: 11 /'19/20'10 IItlV��hX�'k�ll V 2. i _03_O't _'1 O " Cross Border Cash Concentration: The ZerolTarget Balance Account is the U.S. domiciled account, and the Concentration /Funding Account is the U.K. domiciled account. " Interstate Deposit Network: Utilized only for modifying an existing IDN relationship "' Automatic Return of Funds: Automated neM morning reversal of the previous End of Day transfer "" Intercompany Reporting: Statement that tracks Cash Concentration account transfers and facilitates the allocation of interest among accounts. Specify the legal entity to act as agent (for structures with mu /tip /e /ega/ entities on /y): List the zero /target balance accounts participating in the concentration account structure, and include the account name and # of the Sub /Target Balance Account Concentration /Funding Account Name Account Number Tax ID Number Account Name Account Account Number Tax ID Number This Schedule A supersedes any previous Schedule A, with respect to the above listed Customer Account for this Service. By signing below the Customer and the Bank agree to the Service Terms for the applicable Cash Concentration Service, and the Customer confirms that accuracy of the information contained in this Schedule A. Signature Instructions: �. When instituting a new Cash Concentration structure, a Customer signature (all Customers) is required below, for all Cash Concentration Services. 2. When modifying a Single Entity Cash Concentration Service no Customer signature is required. 3. When modifying a Multi Entity Cash Concentration Service, the Agent signature is required, and if a new Customer is added, that Customer signature is required. CITY OF SANTA ANA JPMorgan Chase Bank, N.A Customer /Agent Signature Signature Print Print Name: Francisco Gutierrez Name: Manish Patel Title: Executive Director Title: Vice President PN: 363374 DOC ID: 6ctTY OF SANTA ANA -Nov. 19, 20�OPage I7 of 25 Customer sy: Signature Print Name: Title: Customer ey: Print Name: Title: IInV�f��ld'p�l PN: 363374 DOC ID: 6GTY OF saNra aNa -Nov. �9, 2o�oPage 78 of 25 Addendum to Client Access Service Terms for File Management Services) �. P. MoR�saN III�I'�1�9'�IIIII V 7.3- 11 -24 -08 When offered by the Bank for an Application, the Customer and the Bank will use the following procedures for digital- signature public key management using a certificate. The Customer will designate at least two individuals authorized on their behalf to request the Bank to add, update or delete keys. These individuals will be designated as Security Administrators ( "SA ") on the Security Administrator Designation Form ( "BADE ") for the relevant service or services. The Bank shall have the right to rely on any request which the Bank believes in good faith to have been sent by a SA pursuant to the above, notwithstanding such SA may be a third party agent acting on behalf of the client. All requests to add, update or delete keys will be coordinated through the Client's Customer Service Officer (or other designated Bank representative as the Bank may direct). Client shall provide a request and supplementary material (such as a text file or other physical representation of the public keys of the relevant certificate) in accordance with the Bank's administrative control procedures of the action to be taken, a request for a suggested date and time the action is to be taken, and an attached file containing the certificate. The Bank shall effect such change requests within a reasonable period of time; however such requests must be received at least two U.S. banking days prior to the key implementation date. Upon receipt of Client request, the Bank will validate the request. Upon successful confirmation, the Bank will reply confirming receipt of the key £le and the scheduled date and time for the action to take place. Requests for key addkions, updates or deletions will be actioned during the course of normal business hours, Monday through Friday, 8:30 AM — 5:30 PM Eastern Time (United States). The Bank shall not take any action until a request has been received from Client which the Bank acting in good faith believes to be an authorized request, in the form the Bank advises the Customer. Customer agrees to abide by Bank's administrative control procedures for security certificates, including the following: (i) Certificates must have a validity period of one to two years. (ii) No certificate shall be accepted unless it adheres to the following cryptographic specrFcation: • Message digest: SHA -� Asymmetric algorithm: RSA • Asymmetric algorithm key length: � 024 bits or more To prevent any lapse in service or emergency procedures, the Customer must request a key change at least one month prior to actual certificate expiration. In the event of a emergency (during normal business hours), the Customer will call the Bank's Technical Support team immediately. The Customer will use the contact information and adhere to the procedure instructions provided by the Bank. PIV: 363374 DOC IDr 7cfry of saivra aaa - /VOV. �s, 2o'foPage 19 oj'25 Centralized Returns Service Terms V'1.0_0305 1. Service. JPMorgan Chase Bank, N.A (the "Bank ") will provide the Customer with a centralized returns service (the "Service ") in accordance with the provisions set forth in these Service Terms. The provisions of the Bank's account documentation, including account terms and conditions governing the operation of business accounts and services ( "Account Documentation ") are incorporated into these Service Terms by reference. By signing the applicable Account Documentation or by using or continuing to use the Service, the Customer agrees to these Service Tenns. 2. Preparation of Items: Customer shall endorse all items in the manner and location on the back of the items as speci£ed by the Bank and pursuant to the provisions of Federal Reserve Regulation CC for the bank of first deposit. 3. Depositary Bank. Customer will cause the bank of £rst deposit to (a) accept for deposit kerns that already bear the Bank's endorsement in the area of the back of the item reserved for the bank of first deposit and (b) agree to not place its endorsement on the items in the area reserved for the bank of £rst deposit. Customer assumes all responsibility and liability for any loss associated with this arrangement. 4. Return of Items. The Bank will process items that are returned to the Bank in accordance with the procedures mutually agreed to by the Bank and Customer and these Service Terms. Upon the Bank's receipt of a returned item under this Service, the Bank will debit an account of the Customer's at the Bank for the amount of the returned kern. In the event that an overdraft occurs in such account, the Customer agrees to tleposit immediately available funds to the account. 5. Indemnity. Customer agrees to indemnify and hold harmless the Bank from and against any and all claims, costs, demands, expenses, liabilities and losses, including reasonable legal fees and expenses, arising from the this Service, including but not limited to, any late return or failure to give notice to customer of any returned item. PN: 363374 DOC ID. 8C /TY OF SaNTa diva -Nov. 99, 20�OPage 20 of 25 IIIV�I��A��IIIII Image Deposit Direct Service Terms I JPMORGAN CHASE BANK, N.A. V2.2_'I'I_06_09 1. Service Terms. These Image Deposit Direct (IDD) Service Terms ( "Service Terms ") state the terms and conditions that govern Customer's use of the IDD Service (the "Service "). These Service Terms supplement the deposit account terms governing Customer's deposit account(s). These Service Terms and the deposit account terms (collectively, the "Account Documentation ") may be amended from time to time. The deposit account terms are hereby ratified and affirmed, and are incorporated herein and shall continue to apply in all respects, as amended hereby. By acknowledging or signing the applicable Account Documentation or by using or continuing to use the Service, Customer agrees to these Service Terms. 2. The Service. The Service allows Customer to make certain electronic deposits of eligible checks and items (which eligible checks and items are limited to personal checks, money orders, business checks and traveler's checks payable in U.S. Dollars and drawn on a U.S. banks or US Postal Service Money Orders), by using a capture device to create an electronic image of a paper check or other paper source document ( "Item ") by scanning the Item and transmitting it and related data to Bank. As part of the Service Customer must use software and hardware provided by or acceptable to Bank. Customer is solely responsible for information or data that is transmitted, supplied or key- entered by Customer, Customer employees or agents. Before Customer scans any Item, Customer shall endorse all Items with the legend "For Deposit Only" and the Customers name or account number unless otherwise provided for by the Bank. a- Customer agrees that after the Item has been scanned and submitted for deposit, Customer shall not otherwise transfer or negotiate the original Item, substitute check or any other image of the Item. Customer further agrees that Customer shall be solely responsible for the original Items, including storage, retrieval and destruction. Customer must have in place procedures and policies to protect the original Items and secure procedures in place for storage and destruction of the Items. b. Customer agrees that the electronic image of the Item or any substitute check, as defined by federal law, will become the legal representation of the Item for all purposes, including return items processing. c. If Bank receives the submitted deposit transmission of an Item no later than 7:00 p.m. Eastern Standard Time on a business day ( "Cutoff Time ") that the Bank is generally open for business, Monday through Friday excluding weekends and state or federal holidays ( "Business Day "), Bank will consider that day to be the day of deposit. If Bank receives a submitted deposit transmission of an Item after the Cutoff Time or on a weekend or a state or federal holiday, Bank will consider that the deposit was made on the next Business Day. The Cutoff Time reflects the time displayed on the Bank's internal system clocks and may not necessarily be synchronized with the internal clock displayed on Customer's computer. For this reason, Bank suggests that Customer transmits any submitted deposit to Bank sufficiently in advance of such Cutoff Time to eliminate the possibility of missing the cutoff. Submkted deposit transmissions entered after the Cutoff Time or on non - Business Days will be considered entered on the next Business Day. d. Customer agrees to pay the Bank's fees for the Service. e- The term of the Service is two (2) years. After the expiration of the initial two year term, the Service shall continue on a month to month basis. f. Customer is responsible for making certain that only eligible Items are sent to Bank through this Service. Any item sent through this Service that is not eligible as set forth in 2 a. above will be handled at Customer's sole risk and liability. 3. Item Processing. If the electronic files and /or images transmitted to Bank with respect to any Item do not comply with its or its processor's requirements for item type submitted, content, batch size and /or format, the Customer shall be solely responsible for any related loss related to the processing of such Item, including if the Bank, in its sole discretion: a. further transmits the Item and data in the form received from Customer; b. repairs or attempts to repair the Item or data and then further transmits it; c. processes the Item as photocopies in lieu of originals; or d. returns the data and Item to Customer unprocessed and charges back Customer's account. 4. Warranties. Customer represents and warrants to Bank that: a. any image Bank receives accurately and legibly represents all of the information on the front and back of the original Item as of the time the original Item is truncated; b. the information Customer transmits to Bank corresponding to an Item contains a record of all applicable MICR -line information required for a substitute check and the accurate amount of the Item; c. the Item conforms to the technical standards for an Electronic Item set forth in Regulation J, or Federal Reserve Bank operating circulars and for a substitute check set forth in Regulation CC; PN: 363374 DOC ID: 9C /TY OF saNra stNa -Nov. �s, 2o�oPage 2l of 25 Illll�l��p�'C�111 d. no person will receive a transfer, presentment, or return of, or otherwise be charged for, the Item (either the original Item, or a paper or electronic representation of the original Item) such that the person will be asked to make payment based on an Item k has already paid; e. Customer will not redeposit through this Service any Item previously deposited and returned to Customer unless Bank advises Customer otherwise; f. Customer will employ commercially reasonable security measures and firewalls sufficient to protect transmissions and storage to ensure no unauthorized access or duplicate presentment; g. Customer will only transmit Items that originated as paper Items; h. Customer will comply with all laws and regulations applicable to Customer in its use of the Service and not use the Service for any purpose prohibited by foreign exchange regulations, postal regulations or any other treaty, statute, regulation or authority; and i. If the Customer is deposking Items made payable to a third party, Customer also represents and warrants to Bank that in connection with each Item deposited through the Service, the owner of the Item has authorized Customer to negotiate the item and process the Item through electronic transmittal. 5. Disclaimer. Bank makes no representations or warranties, whether express, implied or statutory regarding or relating to any of the software, capture devices or other hardware and /or access to or use of them or the related materials and the Service. Bank specifically disclaims any and all implied warranties of merchantability and fitness for a particular purpose and non - infringement. Bank and its subcontractors also do not guarantee that Customer access to the Service will be uninterrupted, error free or secure. Any corrective action the Bank may take with regard to any software, capture devices or other hardware, related to the Service shall not establish a course of dealing by the Bank, expectation by the Customer, or otherwise obligate the Bank to take any future action. 6. Limitation of Liability. In no event will Bank's liability under these Service Terms for any damages of any kind exceed an amount equal to the fees the Customer paid Bank for the Service during the twelve (12) months preceding the date on which Customer made the corresponding claim. If Customer makes a claim during the first twelve (12) months of service, Bank's liability will be limited to the average monthly fee Customer paid during that time multiplied by twelve. Indemnification. In addition to the indemnities contained in the Account Documentation, Customer agrees to defend, indemnify and hold Bank, its officers, affiliates, employees and agents harmless from any actions, claims, losses, demands, liabilkies, litigation or damages (including reasonable attorneys' fees) arising from or in connection with: Customer breach of any of the warranties made by Customer pursuant to these Service Terms: b. any claim pertaining to any warranty or indemnity that Bank makes with respect to an Item under Federal Reserve Board Regulations CC and J or other laws, regulations, industry and clearing house rules applicable to Items. c. Customer use of the Service or the use of the Service by anyone using Customer Security Device or Customer violation of these Service Terns or the rights of any third party (including, but not limited to, privacy rights). 8. Audit Rights. Customer agrees that Bank has the right to audit Customer's processes and procedures for managing and maintaining the security and safety of the scanner, the transmission of the images and the original Items as defined below and that Bank has the right to audit Customer's physical locations where the scanners are used and original items are stored as well as Customer's processes for secure destruction of the original Items. Scanners provided through this Service are to only be used at locations within the United States. Computer Equipment; Browser Access and Internet Services. Customer is responsible for obtaining, installing, maintaining and operating all software, hardware or other equipment (collectively, "System ") necessary for Customer to access and use the Service. This responsibility includes, without limitation, Customer's utilizing up to date web- browsers and the best commercially available encryption. antivirus, anti- spyware, and Internet security software. Customer is additionally responsible for obtaining Internet services via the Internet service provider of Customer's choice, for any and all fees imposed by such Internet service provider and any associated communications service provider charges. Customer acknowledges that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet and Customer hereby expressly assumes such risks, including, but not limited to those Bank may disclose in its educational materials. Customer acknowledges that Customer is responsible for the data security of the Systems used to access the Service, and for the transmission and receipt of info rnation using such Systems. Customer acknowledges that Customer has requested the Service for Customer's convenience, has made Customer's own independent assessment of the adequacy of the Internet and Systems and that Customer is satisfied with that assessment. Bank is not responsible for any errors or problems that arise from the malfunction or failure of the Internet or Customer's Systems nor is Bank responsible for notifying Customer of any upgrades, fixes, or enhancements to, or for providing technical or other support for Customer's Systems. Although Bank may provide a link to a third party site where Customer may download software, Bank makes no endorsement of any specific software, hardware or Internet Service Provider and Customer's use of any such software, hardware or service may also be subject to the license or other agreements of that provider, in addition to the terms and conditions of these Service Terms. Customer agrees that the presence of any malwear, including, without limitation, any keystroke logger type of malwear, on any of Customer's computers shall be presumed, unless proven otherwise by clear and convincing evidence by Customer, to constkute the failure by Customer to fulfill its duty at all times to maintain the proper functioning, maintenance and security of its own systems, services, software and other equipment, and to be the cause of any damage, loss, expense or liability which may be suffered or incurred by Customer. PN: 363374 DOC ID: 9CfTY OP SANTA ANA -Nov_ 79, 2000Pag¢ 22 of 25 Illll�l��wp��l 10. Security Devices. In order to communicate electronically with Bank whether via the Internet, or otherwise, to access information or effect transactions in connection with the Service, Customer shall utilize identification codes, passwords, authorization, authentication and /or encryption algorithms, tangible or intangible security tokens, cookies, digital signatures and private or public keys (individually a "Security Device" and collectively the "Security Devices ") to be issued or approved by Bank from time to time. To prevent unauthorized access to Customer's accounts and to prevent unauthorized use of the Service, Customer agrees to protect and keep confidential the Security Devices used for accessing Customer's accounts via the Service. If Customer believes someone may attempt to use or has used the Service without Customer's permission, or that any other unauthorized use or security breach has occurred, Customer agrees to immediately notify Customer's relationship officer. 11. Product Rights. a. Grant of License. To the eMent Bank or its licensors make any software available to Customer via download on its website for use in conjunction with the Service, Bank hereby grants, and Customer hereby accepts, for the term of these Service Terms, a non- exclusive, non - assignable, non - transferable, limked right and license to use the proprietary computer software products in object code and any associated documentation ( "Products ") for use only directly in conjunction with its permitted use of the Service. b. Title. Except for the license granted to Customer hereunder, all rights and title in antl to the Products, including any improvements, modrtcations, and derivative works, will at all times remain with Bank or its licensors, and Customer shall acquire no rights in the Products. c. Use of Products i) Customer agrees that the Products will be used only by Customer and Customer's Affiliates, provided that each AfFliate agrees to be bound by the terms hereof and further that Customer will be liable for Customer's Affiliates' acts and omissions in connection with the Products. For purposes of this Agreement, "Affiliates" means those entities that control, are controlled by or are under common control with Customer. For purposes of this definition, "control" (including with correlative meaning, controlled by, and under common control with) means the possession, directly or indirectly, of greater than a 50% ownership interest in an entity. ii) Except as otherwise expressly provided herein, Customer will not copy, modify, or create derivative works of the Products or display, assign, sublicense, distribute, or otherwise transfer any interest in this Agreement or the Products to any third party. iii) Customer will not, and will not permit others to, reverse engineer, reverse - compile, or reverse - assemble the Products or otherwise attempt to obtain source code for the Products. iv) Customer shall use the Products solely for Customer's internal business purposes. For purposes of this clause, the expression "internal business purposes" will in no circumstance include time sharing, rental, or service bureau purposes, or the sale, marketing or (except as otherwise expressly provided herein) commercial exploitation of the Products. v) Customer will notify Bank in writing regarding any unauthorized use or disclosure of the Products immediately after it becomes known to Customer. vi) Customer acknowledges that the Products constitute trade secrets and represent significant economic and commercial value to Bank and /or its licensors and must be maintained as secret, confidential and proprietary. Customer agrees that copyright legends borne by the Products in no way reduce the trade secret, proprietary and /or confidential nature thereof. Customer will take all reasonable steps to safeguard the Products to ensure that no unauthorized disclosure or use is made, in whole or in part, and will use at least the same degree of care to prevent the unauthorized use, disclosure or availability of the Products as Customer ordinarily use in protecting Customer's own most valuable confidential and proprietary info rrnation. Customer will not remove or alter any copyright or other proprietary legends contained on the Products. vii) Customer obligations under this Section survive termination of these Service Terms d. Installation, Training and Maintenance. Customer will be solely responsible for the installation, training and maintenance of the Products. It is Customer's (and expressly not Bank's) responsibility to establish reasonable backups, accuracy checks and security precautions to guard against possible malfunctions, loss of data and unauthorized access. e. Patent Infringement. In the event the Products become, or in Bank's opinion are reasonably likely to become, the subject of a claim of infringement, Customer will allow Bank, at its option and expense, to replace the Products with anon- infringing alternative, modify the Products so that they become non - infringing or terminate the license. f. Risk of Loss. Customer will bear the entire risk of loss, destruction and damage to the Products from any cause caused by the Customer whatsoever, and no such loss, destruction or damage shall impair any of Customer obligations hereunder which shall continue in full force and effect. g. Export Control; Compliance with Laws. Customer will be responsible, at Customer's expense, for complying with all laws and regulations applicable to use of the Products, including, without limitation, laws and regulations pertaining to (i) exports or imports of software and related property; (ii) use or remote use of software and related property; or (iii) registration of this Agreement. Customer will indemnify and hold harmless Bank and its affiliates, employees and agents from and against all actions, claims, PN: 363374 DOC ID: 9CfTY OF saNra ANA - fvov. t9, zo�oPage 23 of 25 IIhV�l�bwp�'�WIII losses, demands, liabilities, litigation or damages (including reasonable attorneys' fees) arising from or in connection with any violation by Customer of any such laws or regulations. 12. New Features. Bank may, from time to time, introduce new features to the Service or modify or delete existing features in its sole discretion. Bank shall notify Customer of any of these changes to features if Bank is legally required to do so. By using any new or modified features when they become available, Customer agrees to be bound by the rules concerning these features. 13. Limitation of Liability; No Warranties_ EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR WHERE THE LAW REQUIRES A DIFFERENT STANDARD, BANK SHALL NOT BE RESPONSIBLE FOR ANY LOSS, DAMAGE OR INJURY OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING FROM OR RELATED TO THE SYSTEM, EQUIPMENT, BROWSER AND /OR THE INSTALLATION OR MAINTENENACE THEREOF, ACCESS TO OR USE OF THE ONLINE SERVICE, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT, THE INTERNET, THE SYSTEM, OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS. BUGS, ERRORS, CONFIGURATION PROBLEMS OR INCOMPATIBILITY OF COMPUTER HARDWARE. SOFTWARE, THE INTERNET, OR THE SYSTEM, FAILURE OR UNAVAILABILITY OF INTERNET ACCESS, PROBLEMS WITH INTERNET SERVICE PROVIDERS, PROBLEMS OR DELAYS WITH INTERMEDIATE COMPUTER OR COMMUNICATIONS NETWORKS OR FACILITIES, PROBLEMS WITH DATA TRANSMISSION FACILITIES OR ANY OTHER PROBLEMS CUSTOMER EXPERIENCES DUE TO CAUSES BEYOND BANK'S DIRECT, EXCLUSIVE AND REASONABLE CONTROL, AND CUSTOMER IN ORDER TO HOLD BANK LIABLE SHALL HAVE THE BURDEN OF PROOF TO ESTABLISH BY CLEAR AND CONVINCING EVIDENCE THAT ANY LOSS, DAMAGE OR INJURY SUFFERED OR INCURRED BY CUSTOMER WAS FROM A CAUSE THAT WAS WITHIN BANK'S DIRECT, EXCLUSIVE AND REASONABLE CONTROL. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY APPLICABLE AGREEMENT, CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMERS USE OF THE ONLINE SERVICE IS AT CUSTOMERS SOLE RISK AND THAT THE ONLINE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THIRD PARTY INFORMATION, PRODUCTS AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THE SITES, ARE PROVIDED ON AN "AS IS" "WHERE -IS" AND "WHERE AVAILABLE" BASIS, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO CUSTOMER. CUSTOMER ACKNOWLEDGES THAT BANK MAKES NO WARRANTY THAT THE ONLINE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR -FREE UNLESS OTHERWISE STATED ON THE SITE OR IN ANY APPLICABLE AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, BANK DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON - INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO THE ONLINE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THIRD PARTY INFORMATION, PRODUCTS AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THE SITES. NO LICENSE TO CUSTOMER IS IMPLIED IN THESE DISCLAIMERS. 14. Fees; Cancellation or Termination of Service. a. Bank reserves the right to terminate the Service at any time upon 30 days prior written notice. Not withstanding the foregoing, Bank may terminate the Service immediately (i) if Customer breaches any warranty, (ii) if Customer fails to pay the Service fees or (iii) if Customer becomes financially impaired based upon Bank's sole discretion. b. If the Service is cancelled or terminated by either Customer or Bank for any reason, Customer shall uninstall any software or hardware from its computer systems which was provided to Customer as part of the Service or assume the risk of any loss that could have been prevented by Customer's compliance with this provision. c. The provisions of sections 2, 7, 8, 1 O and 11 shall survive termination of these Service Terms. JPMORGAN CHASE BANK. N.A. CITY OF SANTA ANA: signature: f/� Print Name: Mani Signature: Print Name SCO GUTIERREZ � \\ � EXECUTIVE DIRECTOR, FINANCE & Title: Vice President Title: MANAGEMENT SERVICES AGENCY Date: 11/19/2010 Date: (second author" d signer if requir ) Signature: ��r.c..r�- Print Name: CHRISTINE C. DUARTE Title: TREASURY MANAGER Date: PNr 363374 DOC IDr 9C /TY OF SANTA ANA -Nov. 19, 2010Pag¢ 24 of 25 iii I Receiver Services (eLockbox) Service Terms v�.o_oeos 1. Services. JPMOrgan Chase Bank, N.A. (the "Bank ") will provide you (the "Customer') with a service (the "Electronic Payment Service ") which will enable the Customer to electronically receive (a) payments or remittances owed to the Customer by consumers or other third parties, (b) home banking payments, and (c) payments made by a federal agency, department or instrumentality (collectively, "Electronic Payments ") and to receive detail information respecting the Electronic Payments. The provisions of the Bank's account documentation, including account terms and conditions governing the operation of business accounts and services as well as other applicable service terms (collectively, "Account Documentation ") are incorporated into these Service Terms by this reference. By signing the applicable Account Documentation or by using or continuing to use the Electronic Payment Service, the Customer agrees to these Service Terms. 2. Networks. Certain Electronic Payments will be received through MasterCard Remote Payment and Presentment Service ( "RPPS "), a division of MasterCard International, Inc., Visa ePay, a division of Visa International ("e Pay "), the National Automated Clearinghouse Association ( "NACHA "), which oversees the Automated Clearinghouse ( "ACH') payment system and other funds transfer delivery channels or proprietary networks (collectively referred to as the "Networks "). The Networks provide electronic funds transfer delivery channels which pertorm routing and settlement for previously captured and authorized Electronic Payments originated from participants' bill payment systems to member financial institutions. Bank is a participating member financial institution of the Networks as a receiving institution. 3. Compliance with Rules. Wkh respect to Electronic Payments and data received through the ACH system, the Bank and the Customer will comply with and be bound by the Operating Rules of NACHA and the applicable regional ACH (collectively, the "Rules ") as in effect from time to time, including without limitation, the provision thereof making payment of an ACH Credit Entry (as such term is defined in the Rules) by the Bank to the Customer provisional until receipt by the Bank of final settlement for such ACH Credit Entry and the Customer acknowledges that it has received notice of such rule and of the fact that if such settlement is not received, the Bank will be entitled to a refund from the Customer of the amount credited. With respect to Electronic Payments and data received from other Networks, Customer acknowledges that the Bank's services hereunder are subject to the rules and regulations of the Networks as amended from time to time and that Customer and the Bank will be bound by such rules and regulations. With respect to Electronic Payments and data originated by a Federal agency, department or instrumentality ( "Federal Agency "), (a) the Bank and the Customer will comply with all U.S. Treasury and other governmental rules and regulations applicable to such Electronic Payments and (b) the Customer represents and warrants that the Customer is authorized to receive the Electronic Payments from such Federal Agency. 4. Processing of Electronic Payments. (a) The Customer will test with the Bank as the Bank deems necessary to enable the Customer, the Bank and the Networks to process the Electronic Payments and transmit the Data (as defined in Section 5(a)). (b) The Bank will credit to a demand deposit account maintained by the Customer at the Bank (the "Designated Account ") each Electronic Payment received by it as to which the accompanying data indicates that such Electronic Payment is to be credited to the Designated Account. Except as otherwise provided in this Section, each such Electronic Payment will be credited to the Designated Account on the later of the payment date /effective entry date specified in such data or the date on which such Electronic Payment and the related Receiver Information are received by the Bank. If any payment is received by check, the Bank will forward such check to the Customer for processing. 5. Transmission of Data. (a) On each banking day, the Bank will deliver to the Customer by means of computer transmission, fax, secure a -mail or other agreed upon method, a report (the "Daily Report ") setting forth the data received in respect of the Customer and the Electronic Payments from the Networks, Federal Agency or other originator ( "Data "). The Data will be extracted by the Bank from the information contained in the detail records supplied to the Bank by the Networks, Federal Agency or other originator and the Bank will have no liability or responsibility for any inaccurate, incomplete or non - current Data which was obtained from such detail records. (b) The Customer shall provide the Bank with all data necessary for the Networks, Federal Agency or other originator to process the Electronic Payments. In addition, Customer shall provide the Bank with all specifications deemed necessary by the Bank for transmission of Data to Customer, including without limitation, file format, account number ranges and settlement account number at the Bank. (c) The Customer must review all remittance information received from the Bank and must inform the Bank as soon as possible, and in any event not later than 48 hours after receipt thereof, of any incorrect or questionable information identified therein. The Bank will transmit information to the Networks, Federal Agency or other originator when Customer informs the Bank that it is unable to identify remittance information as described in the preceding sentence. 6. Other Invoice Data From Bill Payment Concentrators. The Bank agrees to receive, on behalf of the Customer, direct electronic sends of billing and invoice data from certain bill payment concentrators (the "concentrators ") of the Customer. The Bank's sole responsibility with respect to this concentrator billing and invoice data is to transmit the data to the Customer. Customer acknowledges and agrees that the Bank will not submit these billing and invoice items from the concentrators into the RPPS, the ACH, the Networks or any other settlement service for payment or settlement. In the event that Customer seeks to correct any data relating to this invoice data or to initiate a refund to the concentrator or its end -users relating to these invoices, Customer will need to independently contact the concentrator to handle such refund or correction. Bank will not be responsible for assisting Customer with such refunds or corrections. PN: 363374 DOC ID. IOC /TY OF SANTA ANA -Nov. 19, 20'/OPag¢ 2S of 2S BUSINESS CALENDAR RESOLUTIONS 55A RESOLUTION - CONTRACT AWARD TO J.P. MORGAN CHASE TO BE THE OFFICIAL CITY DEPOSITORY FOR A THREE -YEAR PERIOD COMMENCING JANUARY 1, 2011 - Finance 8. Management Services MOT /ON: 1. Adopt a resolution. RESOLUTION NO. 2010 -050 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DESIGNATING JP MORGAN CHASE BANK, N.A. AS THE DEPOSITORY FOR CITY OF SANTA ANA FUNDS, EFFECTIVE JANUARY 1, 2011, AND DESIGNATING SIGNATORIES AUTHORIZED FOR THE PURPOSE OF WITHDRAWAL OF SAID FUNDS 2. Authorize the City Manager and the Executive Director of Finance and Management Services Agency to execute an agreement. AGMT NO. 2010 -204 - With J.P. Morgan Chase, the lowest responsible bidder, for athree -year period, with provision fora two - year extension in the annual amount not to exceed $45,000 per year commencing January 1 , 201 1 . 3. Authorize the City Manager and the Executive Director of Finance and Management Services Agency to extend the term of the Treasury Services Agreement. AGMT NO. 201 0 -209 -With Bank of America, N.A. through December 31 , 201 O, with provision for payment of claims for a six month period, through June 30, 2011. MOTION: Sarmiento VOTE: AYES NOES: ABSTAIN: ABSENT: SECOND: Alvarez Alvarez, Bustamante, Sarmiento, Tinajero (6) None (0) None (0) Benavides (1) Martinez, Pulido, CITY COUNCIL MINUTES 13 OCTOBER 18, 2010 Mernorandum Of Liability Insurance Effective. 4/1111 411112- PRODUCER: THIS MEMORANDUM IS ISSUED AS A MATTER OF INFORMATION ONLY TO Willis of New York, Inc. AUTHORIZED VIEWERS FOR THEIR INTERNAL USE ONLY AND CONFERS NO 200 Liberty Street RIGHTS UPON W VVFR OF TMS, Mr.MQWDUM OTHER THAN THOSE PROVIDED FOR IN i:�� POLICY., THIS MEMOFk01JM DOES NOT AMEND, EXTEND One World Financial Center OR ALTER THE COVERAGE DESCRIBED BELOW. THIS MEMORANDUM MAY ONLY BE COPIED, PRINTED AND DISTRIBUTED WITHIN AN AUTHORIZED VIEWER AND New York, NY 10281 MAY ONLY BE USED AND VIEWED BY AN AUTHORIZED VIEWER FOR ITS INTERNAL USE. ANY OTHER USE, DUPLICATION' OR DISTRIBUTION OF THIS MEMORANDUM WITHOUT PRIOR WRITTEN CONSENT IS PROHIBITED. COMPANIES AFFORDING COVERAGE COMPANY A Liberty Mutual Fire Insurance Company INSURED: COMPANY JPMorgan Chase & Co. and subsidiary, affiliated, and associated B Liberty Insurance Corporation COMPANY companies thereof 270 Park Avenue C ACE American Insurance Company New York, NY 10017-2070 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS MEMORANDUM MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CID TYPE 0 1 FINSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION A GENERAL LIABILITY EACH OCCURRENCE $5,000,000 PERSONAL & ADV INJURY $5,000,000 X COMMERCIAL GENERAL LIABILITY __ —1 CLAIMS MADE N OCCUR TB2-621-004667-161 (US) 4/1/11 4/1/12 PRODUCTS-COMP/OP AGG $5,000,000 X Blanket Additional Insured KEl-621-004667- GENERAL AGGREGATE $5,000,000 121(Canada) Damage to Rented Premises (Ea $1,000,000 X Per Location Aggregate X1 Blanket Contractual Liability MED EXP (Any One Person) $ A AUTOMOBILE LIABILITY X ANY AUTO COMBINED SINGLE LIMIT $5,000,000 ALL OWNED AUTOS AS2-621-004667-181 4/1111 411/12 BODILY INJURY $ SCHEDULED AUTOS (Per Person) HIRED AUTOS BODILY INJURY $ NON-OWNEDAUTOS (Per Accident) PROPERTY DAMAGE $ (Per accident) B WORKERS COMPENSATION AND WA7-62D-004667-201 Workers Comp Limits Statutory EMPLOYERS' LIABILITY WA7-62D-004667-261 4/1/11 4/1/12 — EL EACH ACCIDENT $1,000,000 WC7-621-004667-131 EW7-62N-004667-191 EL DISEASE-POLICY LIMIT $1,000,000 EL DISEASE-EA EMPLOYEE $1,000,000 C I UMBRELLA LIABILITY XOOG25830568 4/1/11 4/1112 $10,000,000 'ADDITIONAL, INFORMATION The Insurance maintained by JIPMorgan Chase & Co. provides for the following coverage enhancements, per the terms of our signed contracts, leases, and/or agreements. Blanket Additional Insured where required Coverages are primary and non-contributory where required Blanket Contractual Liability Host Liquor Liability is included in the General Liability policy Waiver of Subrogation is included where required The Landlord, Landlords Agent(s), Landlords Lender(s), Ground Lessor(s), Vendors, Clients and any other party as required by the signed contract, lease and/or lease agreement are listed as additional insured as their interests may appear and when applicable. The Memorandum of Insurance serves solely to list Insurance policies, 11 Its m and dates of coverage� Any modifications he, - 3/16/2011 City of Santa Ana Attn: Mirella Vargas 20 Civic Center Plaza, M -13 Santa Ana, CA 92701 P Willis Attached please find updated evidence of insurance coverage, which we arrange for JPMorgan Chase & Co. and its subsidiaries. This document is designed to contain the required insurance information you will need based upon your agreement with JPMorgan Chase & Co. You can obtain a current copy of this document at any time, whether for the policy now in place, or for future policy renewals, by accessing the following website: hftp: / /partners.willis.com/ connect /ipmorganchase /default.aspx Enter the following Username and Password: Username — jpmorganchase270 Password — evidence Should you have any questions, please contact Willis of New York, Inc. as follows: By Email — certificates(aD-willis.com By Fax — 1- 888 -467 -2378 By Phone — 1- 877 - 945 -7378 If Willis cannot respond to your questions or concerns, you may contact a representative of the Corporate Insurance Services department at JPMorgan Chase & Co. as follows: By Email — corporate. insurance. services(cD_jpmchase.com Regards, Willis of New York, Inc. 1 World Financial Center 200 Liberty Street New York, NY 10281 ,41 °'® CERTIFICATE OF LIABILITY INSURANCE F 411112/ 4/3 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Northeast, Inc. New York NY Office CONTACT N Al (A/cC.No. Ext): (866) 283 -7122 FAX No ): (847) 953 -5390 199 Water Street New York NY 10038 -3551 USA E -MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # TB INSURED JPMOrgan chase & Co. and subsidiary, affiliated, and INSURER A: Liberty Mutual Fire Ins Co 23035 INSURER B: Liberty Mutual Insurance Co. 23043 INSURER C: Liberty Insurance Corporation 42404 associated companies therof 270 Park Avenue New York NY 10017 -2070 USA INSURER D: ACE Property & Casualty Insurance Co. 20699 INSURER E: $1,000,000 CLAIMS -MADE FE OCCUR INSURER F: COVERAGES CERTIFICATE NUMBER: 570045691778 REVISION NLIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INS WVD POLICY NUMBER MMIDDIYYYY MMIDD/YYYY LIMITS A GENERAL LIABILITY TB 4 4 EACH OCCURRENCE $5,000,000 B X COMMERCIAL GENERAL LIABILITY United States KE1621004667122 04/01/2012 04/01/2013 DAMAGE ORENTED PREMISES Ea occurrence $1,000,000 CLAIMS -MADE FE OCCUR Canada IVIED EXP (Any one person) EXC1 uded X Blanket Contractual Liability PERSONAL & ADV INJURY $5,000,000 X Host Liquor Liability Included GENERAL AGGREGATE $5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP /OP AGG $5,000,000 POLICY PRO X LOC IECT A AUTOMOBILE LIABILITY AS2- 621 - 004667 -182 04/01/2012 04/01/2013 COMBINED SINGLE LIMIT Ea accident $5,000,000 BODILY INJURY ( Per person) X ANY AUTO ALL OWNED SCHEDULED BODILY INJURY (Per accident) AUTOS AUTOS PROPERTY DAMAGE HIRED AUTOS NON -OWNED AUTOS Per accident D X UMBRELLA LAB X OCCUR XOOG25915732 04/01/2012 04/01/2013 EACH OCCURRENCE $25,000,000 SIR applies per policy terns & conditions AGGREGATE $25,000,000 EXCESS LIAB CLAIMS -MADE DED I X RETENTION 825, 000 C WORKERS COMPENSATION AND WA762DO04667202(AOS) 04/01/2012 04/01/2013 X WC STATU- OTH- C EMPLOYERS' LIABILITY YIN WA762DO04667262(MN) 04/01/2012 04/01/2013 TORY LIMITS ER E.L. EACH ACCIDENT $1,000,000 C ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICERIMEMBER EXCLUDED' NIA WC7621004667132 (OR WI) 04/01/2012 04/01/2013 E.L. DISEASE -EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The Insurance maintained by JPMorgan Chase & Co. provides for the following coverage enhancements in keeping with the terms of the signed contracts, leases and /Or agreements in place: Blanket Additional Insured where required, Coverages are primary and Non- contributory where required, Blanket Contractual Liability, Host Liquor Liability is included in the General Liability policy, waiver of Subrogation is included where required, The Landlord, Landlords Agent(s), Landlords Lender(s), Ground Lessor(s), vendors, Clients and any other party as required by the signed contract, lease and /or agreement are listed as insured additional as their interests may appear and when applicable. A L P R � V P_L l.f Al`? .t F ,I i ' 1.12+ CERTIFICATE HOLDER lv�Y CANCELLATION m SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE '" "' '- EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Evidence of insurance For `1.bSlat ,! 4.� ➢'t Y :'' "s l.�:J'5.' jgUTHORIZED REPRESENTATIVE JPMorgan chase & Co. and subsidiary, affiliated and associated companies thereof 7j�� ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD JPMorgan Chase & Co. Renewal Certificates of Insurance for JPMorgan Chase Attached please find an updated Evidence of Coverage (EOC), on an ACORD certificate of insurance form for JPMorgan Chase & Co. and its subsidiaries. You can obtain a current copy of this EOC at any time, either for the current policy term, or for future renewal terms by accessing the following website: URL: https:Haonline.aon.com User Name EOCJPMC -Liab Password: Jpmc2279 Please note that this EOC confirms that the following provisions are part of the Commercial General Liability insurance policy: A. Blanket Additional Insured where required B. Coverages are primary and non - contributory where required C. Blanket Contractual Liability D. Host Liquor Liability is included in the Commercial General Liability policy E. Waiver of Subrogation is included where required F. The Clients, Landlord, Landlords Agent(s), Landlords Lender(s), Ground Lessor(s), and any other party as required by the signed service, lease or customer agreement are listed as additional insured as their interests may appear and when applicable Please keep in mind that an ACORD form certificate of insurance in and of itself does not alter coverage, or constitute any purpose other than evidencing the coverages shown, regardless as to whether a specific certificate holder has been named on it, and in fact, contains a very explicit disclaimer in the top corner specifically stating its purpose: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND, OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. If you have any questions or concerns regarding these documents, or need any additional information please contact Aon Client Services at the contact information specified below. Thank you. Aon Client Services Tel: (866) 283 -7122 Fax: (800) 363 -0105 E -Mail: ACS_ Chicacio(cDars.aon.com City of Santa Ana Attn: Mirella Vargas 20 Civic Center Plaza, M -13 Santa Ana, CA 92701 JPMorgan Chase & Co. FAQs Regarding Evidence of Coverage for JPMorgan Chase & Co. 1. What is an Evidence of Coverage (EOC)? An EOC is an ACORD certificate of insurance that is available on the internet. The certificate is issued to the Named Insured rather than to a Certificate Holder. 2. What are the key benefits of an EOC document? • It is available 24 hours a day, 7 days a week (subject to web site maintenance and updates). • No waiting for verification of coverage. • The online process simplifies the generally paper- intensive Certificate process, although a recipient can print a hard copy EOC if desired. • Neither our client nor Aon need to track or respond to requests. 3. How long will the EOC be available for access? For the duration of the policy, unless otherwise requested by JPMorgan Chase & Co. or Aon. 4. What happens at renewal time when coverage expires? Based on instructions to the Aon service team by JPMorgan Chase & Co., Aon will post a new EOC when coverage renews. The policies stated in the EOC are in force as of the date printed on the EOC. The username and password will remain unchanged unless our client has requested this and you are thus provided with a new one. 5. What if the EOC does not meet my needs and I require a certificate to be issued with my firm as the certificate holder? Contact information is provided on the EOC page for each client. Please contact those listed to discuss your needs. 6. Can the EOC document be printed? Yes. Click on the Printer icon from the Adobe menu bar and the page is formatted to print on 8 %" x 11" paper. 7. When was the standard ACORD form introduced for EOC? Beginning in January 2012, EOCs are produced in the format of a standard ACORD certificate form. 8. How do I know if I have Additional Insured status if my company's name does not appear on the EOC? If Additional Insured status is granted, it is granted by a blanket Additional Insured Endorsement to the policy. Insurance maintained by JPMorgan Chase & Co. provides Additional Insured status where required, per the terms of signed contracts, leases and /or agreements. The EOC indicates that the insurance policies have been extended to provide Additional Insured status to those entities with whom JPMorgan Chase & Co. has a written contract in place. Please review the Description of Operations section of the EOC carefully as it lists a number of specific policy provisions provided to those parties that have a written contract in place with JPMorgan Chase & Co., including: A. Blanket Additional Insured where required B. Coverages are primary and non - contributory where required C. Blanket Contractual Liability D. Host Liquor Liability is included in the General Liability policy E. Waiver of Subrogation is included where required F. The Landlord, Landlords Agent(s), Landlords Lender(s), Ground Lessor(s), Vendors, Clients, and any other party as required by the signed contract, lease and/or agreement are listed as additional insured as their interests may appear and when applicable. 9. What are the financial ratings of the carriers listed on the EOC? Ratings are available through A.M. Best Company at www.ambest.com. The financial ratings of the carriers are not guaranteed. z o CERTIFICATE, OF LIABILITY INSURANCE F77�� INSURER(S) AFFORDING COVERAGE I NAIC # INSURED INSURER k National union Fire Ins Co of Pittsburgh 1,9445 jPmorqan chase & ca. INSURER B: New Hampshire Ins ca 23841, and subsidiary, affiliated, and . . ........ ... . . — associated corflpainies therolf INSURER C: Conlrmerce & industry Ins Ca 19410 270 Park Avenue INSURER e New York NY 10017-2070 USA INSURER E: INSURER F� I COVERAGES CERTIFICATE NUMBER: 570062235566 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY —PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY IBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH POLICIES. LIMlTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits Shown are as requested _XD_DL _6_UBR TYPE OF INSURANCE MOUDIYYY� 155E CY EXP LTR INSD WVD POLICY NUMBER Y, 4MMIDDIYYYY LIMITS A X GENERAL LIABILITY _GL777=7 06/01/2016 06/G EACH OCCURRENCE $2,000,000 C -15-AITAT, E75 -k IN "b_._..- w._.._ [!rFERCML CLAIMS-MADE OCCUR $1,000,000 E PREMISES �Ea occuirrence) XI Elankel CDntractual Liabifily VED EXP IAny one psrson) EXcluded X Midst 1-1clucr Liabifty Induded PERSONAL & ADV INJURY j2,000,000 ap GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 Lo PRO- POLICY F7x LOC JECT PRODUCTS - COMP)OP AGO $2,000,000 M C14 Cq CI A AUTOMOBILE LIABILITY CA 1742129 —06—/01/2016 06/02/2017 COMBINED SINGLE LIMIT — $5,000,000 - All Other States I E a a LcId Sjnj_ A ANY AUTO C.A. 7742125 06/01/2016 06/01/2017 BODILY INJURY (Per person) �n 0 SCHEDULED MA OWNED BODILY INJURY (Per icadentI z 2 A AUTOS ONLY AUTOS CA 7742126 06/01/2016 06/01/203.7 PROPERTY DAMAGE 0 HIRED AUTOS NON-OWNED or . Ly AUTOS ONLY VA L) S t A X UMBREULALIAB X OCCUR 1 930 06/01/2010 0G /r3 /2017 OCCUR EACH OCCURRENCE $10,000,500 EXCESS LIAB 7.LAIMS-MAIDE AGGREGATE $To 066, (Too ., E TJFNTION $10,000 TDEC1X T B WORKERS COMPENSATION AND j WCO20681807 06/0112016 06/01/2017 X PER TH 7� EMPLOYERS' LIABI LITY YfN All other States STATUTE ANY PROPRIETOR I PARTNER f EXECUTIVE E.L, EACH ACCIDENT S1,00011000 NIA WCO20681808 06/01/2016 06/01/2017 OFFICIEFUMEMISER EXCLUDED? (mandatory In NH) ME E.L. DISEASE-EA EMPLOYEE $1,0001,000 h yes, describe undler DESCRIPTION' OF OPERATIONS below EJL, (DISEASE- POLICY LIMIT 31,0001000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addifional Remarks Schedule, may be attached if more space is required) The insurance n�aintalned by JPN,organ Chase & Co. provides for the followin coverage enhancements in keeping with the terms of leases the signed contracts, and/or a�reenients in, place: Blanket Additional Insured where required, coverages are PriHary and Non-cortributory where required. Bran et contractual Liability, Lost Liquor Liability is included in the General Liability policy, waiver Of SUbro d I on is included where required. The Landl on , Land ord!S Agent (s) , Landlords Lender(s) , Ground Cyati Lessor(s), vendor(s), ients and any other party as required by the signed contract, lease and/or agreement are listed as additional insured as their interests rnay appear and when applicable. k—A I.J CERTIFICATE HOLDER ICANCELLATION U-1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE M,"N L ",,,. EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE � POLICY PROVISIONS. e Evidence of Insurance for A C "?; ,7_0, ipmorgar chase & Co. AUTHORIZED REPRESENTATIVE and subsidiary, affiliated and associated companies therof 270 Park Avenue New York NY 10017-2070 USA 0/1988-2015 ACORD CORPORATION. All rilghts reserved. ACO'RD 25 (201610'3) The ACORD name and logo are registered marks of ACORD INSR LTR -rVPE OF INSURANCE ADDL INSI) SUBR WVD POLICY NO MBER p (.) 1. C EFFECTIVE POLICY EXPIRATION LIMIls DATE DATE WORKERS COMPENSATION A ---------- --- - —N/A —]�CO20691809 0'6% /2016 06/01/2.017 CA B N/A WC20681810 06/01/2016 06/01/2017 AZ T.L. NJ NY TX c N/A WCO2Q681811 06/01/2016 06/01/2017 IFL B N/A WCO20681812 06/01/2016 06/01/2017 MA ND OH WA real Wy N/A wc02O6,81813 06/01/26-16 —06/01/2017 MN f R 1) J,� ACORD 101 (2008101) The ACORD name and Vag o are registered marks of ACORD Q 200�8 ACOIRD CORPO�RATI ht. A' p T