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HomeMy WebLinkAbout55A - RESO - DEPOSITORY SRVSR �` R A4111 \_ LOA 114 0 CITY COUNCIL MEETING DATE: DECEMBER 15, 2015 TITLE: CONTRACT EXTENSION FOR OFFICIAL DEPOSITORY SERVICES ( "BANKING SERVICES ") FOR SIX MONTH PERIOD COMMENCING JANUARY 1, 2016 RECOMMENDED ACTION CLERIC OF COUNCIL USE ONLY: APPROVED [] As Recommended ❑ As Amended ® Ordinance on 1®' Reading 0 Ordinance on 2nd Reading El Implementing Resolution 71 Set Public Hearing For CONTINUED TO FILE NUMBER 1. Adopt a resolution extending JPMorgan Chase Bank, N.A. ( "Bank ") as the officially designated depository for the City of Santa Ana for six months commencing January 1, 2016 through June 30, 2016, with an option exercisable by the City Manager and City Attorney for a further extension of six months. 2. Authorize the City Manager and the Executive Director of Finance and Management Services Agency to execute an amended agreement extending the existing Bank Depository Services ( "Banking Services ") Agreement (A- 2010 -204) for a six month period (January 1, 2016 through June 30, 2016), with provision for an optional additional six month extension (July 1, 2016 through December 31, 2016), exercisable by the City Manager and City Attorney, for an amount not to exceed $22,500 per each six month term, with provision for payment of claims for a six month period following the termination of said amended agreement. DISCUSSION The Treasury and Customer Services Division ( "Treasury Division ") of Finance and Management Services Agency is responsible for maintaining all banking transactions for the City, Successor Agency, and the Housing Authority. Banking Services utilized include, but are not limited to: daily deposit processing, check clearing, ACH, wire services and account reconciliation. The current contract for full banking services with Bank will expire on December 31, 2015. In order to ensure the City is keeping up with best practices as they relate to banking technology, banking services, and to assure competitive pricing staff recommends that the existing Banking Services agreement be extended for six months to afford the City the time necessary to comprehensively evaluate competitive offers for future banking services. 55A -1 Contract Extension For Official Depository Services ( "Banking Services ") December 15, 2015 Page 2 To that end the Treasury Division is in the process of preparing a Banking Services Request for Proposal ( "RFP ") for these services in March 2016. To allow for the possibility that the RFP selection process may result in the City selecting a new banking services provider, staff recommends that a six month extension of the proposed amended Banking Services agreement be accompanied by an option, exercisable by the City, for a further six month extension to permit a smooth transition to a new banking services provider, if necessary. The proposed amended Banking Services agreement shall be comprised of the Amendment to Agreement together with the following documents referenced as follows (collectively attached thereto and incorporated therein as Exhibit A): • The City's RFP 10 -018, issued March 31, 2010, as amended and supplemented by Bank's responses to such RFP, inclusive of all appendices other than the Account Terms and the Consolidated Service Terms contained in such response. • The Account Terms and the Consolidated Service Terms documents respectively signed by Bank and City on November 19, 2010, as each may have been subsequently amended by their respective terms. • Bank's City of Santa Ana account analysis statements for the month of September 2015 setting out all applicable bank fees. The recommended six month extension period will commence January 1, 2016, and subject to any early termination rights in the current Banking Services agreement, expires on June 30, 2016, unless the City exercises its option to extend the proposed amended Banking Services agreement for an additional six month period. During this extension period and any further optional extension period exercised by the City, the following would apply as continuations, modifications, and /or enhancements to the existing Banking Services agreement: All bank charges ( "Bank Fees ") will remain the same as those described in City of Santa Ana's account analysis statements for the month of September 2015 (subject to increases in deposit insurance assessments, which would be passed through as and when incurred). STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #4 City Financial Stability, Objective #1 (Maintain a stable, efficient and transparent financial environment). 55A -2 Contract Extension For Official Depository Services ('Banking Services ") December 15, 2015 Page 3 FISCAL IMPACT Monthly bank fee balances not offset by earning allowances on compensating balances maintained with Bank in accordance with Banking Services agreement will be deducted from interest earned on account balances deposited into account no. (09401001- 24000). Net Prior & Current Banking Services Bank Fee Costs (6 Month Period): Monthly Net Bank Fee Balai iscal Year Six Month Period 2013 -14 07/01/13 — 12/31/13 2013 -14 01/01/14 — 06/30/14 2014 -15 07/01/14 — 12/31/14 2014 -15 01/01/15 — 06/30/15 2015 -16 07/01/15 — 12/30/15 Bank Fee Costs $46,067 $38,311 $37,720 $35,645 (Anticipated) Net Future Banking Services Bank Fee Costs (6 Month Period): Fiscal Year Six Month Period Bank Fee Costs $0.00 $0.00 $0.00 $0.00 Monthly Net Bank Fee Balance 2015 -16 01/01/16- 06/30/16 $41,894 (Projected) 4iu.uu 2016 -17 01/01/17 — 06/30/17 $36,978 (Projected) $0.00 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency,�Vr WH Exhibits: 1. Resolution 2. Amendment to Agreement 55A -3 55A -4 RESOLUTION NO. 2015- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA EXTENDING THE DESIGNATION OF JP MORGAN CHASE BANK, N.A., AS THE DEPOSITORY FOR CITY OF SANTA ANA FUNDS, EFFECTIVE JANUARY 1, 2016, AND DESIGNATING SIGNATORIES AUTHORIZED FOR THE PURPOSE OF WITHDRAWAL OF SAID FUNDS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City Council of the City of Santa Ana ( "City ") has declared a policy of designating a bank within the City to act as depository for the demand deposits of City funds. B. The City having previously designated JPMorgan Chase Bank, N.A., 1300 North Main Street, Santa Ana, California ('Bank "), as the banking institution that shall receive and act as depository for City funds and trust funds in control of said City, beginning January 1, 2011, and continuing for a term of three (3) years, plus two additional one year terms, hereby extends the designation of Bank, as the depository for City of Santa Ana funds through December 31, 2015, and thereafter beginning January 1, 2016 for an additional six (6) month term, with the option to renew for a further six (6) month period exercisable by the City Manager and City Attorney, unless sooner terminated. Section 2. The Executive Director of Finance and Management Services of the City is hereby authorized for and on behalf of the City, and as its officer and agent, to sign City of Santa Ana checks for the withdrawal of said funds so deposited, both by facsimile signature machine - imprinted upon City checks and by manually affixed signature upon City checks. Section 3. The Treasury and Customer Services Manager of the City and the Assistant Finance Director of the City are hereby authorized for and on behalf of the City, and as agents of the City and deputies of the Executive Director of Finance and Management Services to sign City of Santa Ana checks for the withdrawal of said funds so deposited by manually affixed signature thereon. Exhibit 1 Resolution No. 2015- Page 1 of 3 55A -5 Section 4. Said Bank is hereby authorized and directed to pay out from said City funds to the payees respectively designated on any City checks, signed in the manner and by either of the persons hereinabove authorized, in the amounts shown on the face of said checks. Resolution No. 2015- Page 2 of 3 'P�PM APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Z Z — ByAK� Jt�-- Lisa Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY 1, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No.201 5-XXXto bethe original resolution adopted bythe City Council ofthe City of Santa Ana on Clerk of the Council City of Santa Ana 55A-7 Resolution No. 2015- Page 3 of 3 a y • AMENDMENT TO AGREEMENT THIS AMENDMENT TO AGREEMENT, is entered into on this 15th day of December 2015, by and between JPMorgan Chase Bank, N.A., (hereinafter "Bank "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS: A. The parties entered into a banking services agreement (Agreement #A- 2010 -204) dated November 19, 2010 (hereinafter "said Agreement ") by which Bank has provided banking services to City. B. The term of said Agreement was three (3) years effective January 1, 2011 with an option, exercisable by City, to extend said Agreement for two (2) additional years ending December 31, 2015. C. In accordance with the terms and conditions of said Agreement, the parties wish to amend the term of said Agreement ( "TERM ") to provide for an additional six (6) month period ending June 30, 2016 with an option, exercisable by the City Manager and City Attorney, to renew said Agreement for an additional six (6) month period covering July 1, 2016 through December 31, 2016. D. In accordance with the terms and conditions of said Agreement, the parties wish to amend the compensation afforded Bank under said Agreement ( "COMPENSATION ") to cover the additional period ending June 30, 2016 and any additional optional period exercised by City. E. In accordance with the terms and conditions of said Agreement, the parties wish to amend the rates and charges ( "BANK FEES ") afforded Bank under said Agreement to reflect Bank's most recent City of Santa Ana account analysis statements. F. Amended Agreement shall be shall be comprised of the Amendment to Agreement as set forth herein together with the following documents referenced as follows (collectively attached hereto and incorporated herein as Exhibit A): i. City's RFP 10 -018, issued March 31, 2010, as amended and supplemented by Bank's responses to such RFP, inclusive of all appendices other than the Account Terms and the Consolidated Service Terms contained in such response. ii. Account Terms and the Consolidated Service Terms documents respectively signed by Bank and City on November 19, 2010, as each may have been subsequently amended by their respective terms. iii. Bank's City of Santa Ana account analysis statements for the month of September 2015 setting out all applicable bank fees. Exhibit 2 55A -9 NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: Pursuant to said Agreement as hereby amended, "COMPENSATION" shall be as follows: City agrees to pay, and Bank agrees to accept as total payment for its services, the rates and charges ( "BANK FEES ") identified in Exhibit A. The total sum to be expended for the period from January 1, 2016 through June 30, 2016 shall not exceed $22,500.00. The total sum to be expended under the additional option period shall not exceed $22,500.00. 2. Pursuant to said Agreement as hereby amended, "TERM" shall be as follows: This Amendment to Agreement shall commence on January 1, 2016 and terminate on June 30, 2016, unless City Manager and City Attorney exercise City's option to extend the Agreement for an additional s i x ( 6 ) m o n t It period ending December 31, 2016, or unless terminated earlier in accordance with said Agreement. 3. Pursuant to said Agreement as hereby amended, "BANK FEES" shall be as follows: All bank fees will remain the same as those described in Bank's City of Santa Ana account analysis statements for the month of September 2015 (subject to increases in deposit insurance assessments, which will be passed through to City as and when incurred). {Signatures on following page} 55A -10 IN WITNESS WHEREOF, the parties hereto have executed the Agreement the date and year first above written: ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR DAVID CAVAZOS Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARAVALHO City Attorney By:-Zr,° Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: BANK Francisco Gutierrez, Executive Director Finance & Management Services Agency 55A -11 Kerwin Deese, Vice President Government Banking JPMorgan Chase Bank, N.A. Tax ID# 134 -99 -4650 55A -12 EXHIBIT A 55A -13 JT Morgan April :10.2010 Christine Duarte Treasury Manager City of Santa Aria 20 Civic Center Plaza, M16 Santa Ana, CA 92701 Subject: Response to RFp No. 10 -013 for Banking Services Dear Ms. Duarte, JPMorgan Chase Bank, N.A. ( "J.P. Morgan ") is pleased to submit our response to your Request for Proposal for Banking Services for the City of Santa Ana ("the City'). The intent of our response is to demonstrate our banking services expertise, service levels, and commitment to what we at J.P. Morgan refer to as the Government, Healthcare, and Not for Profit segment. As the City continues looking for ways to become more efficient and reduce costs, we understand selecting effective partnerships becomes increasingly important. Our focus and commitment to YOU is to deliver "Best in Class" products and services that not only meet, but exceed your expectations. Our approach is one of alliance and partnership. Our job, as we see it, is to bring value added solutions to complex treasury management issues, provide comprehensive support and technical assistance, and harness every appropriate resource our organization has to offer, as you need it. As you review the proposal response, we hope you will find that we have carefully reviewed your requirements and presented solutions that address your current needs. You will also observe that we have the flexibility to adapt to your anticipated needs, such as leveraging technology to incorporate more automated solutions. We believe a steadfast relationship can be built by understanding your organization and providing thoughtful advice. Regularly scheduled relationship reviews help to enhance working partnerships overall. We believe the following key elements set us apart from the competition in meeting the needs of the City of Santa Ana: Access to Expertise As a leading provider of cash management services to more than 3,700 public sector clients, we can leverage our in -depth industry experience, financial stability, and ongoing investment in technology to ensure our solutions meet your needs. By partnering with J.P. Morgan, the city will have access to accomplished leadership, exceptional bankers, and service professionals who have been serving the needs of this sector for several years. As you may note in the response, our leadership is evident in the comprehensive solutions customized for the government sector including automated clearing house transaction processing, aniline solutions, liquidity and short term investment solutions, and image technology solutions. 1'76 7 5%',rn Ka i n a i i A r eo,uz. I9aoi Ii i I IIC.( A4X;yCwS1 "re Ev1,hoi u,, 779- 83J -d73Q 55A -14 Dedicated Client Service Team: While we enjoy the benefits of a global organization, J.F. Morgan recognizes the importance of local delivery. As a J.P. Morgan client you will be served proactively by both a dedicated Banker and client service professional who will manage and respond to your day to day banking needs. Amy Rutz, your relationship manager and Georgina Gomez, your client service professional, are dedicated to the City's relationship and as such, your primary points of contact. Your treasury sales relationship manager is Manish Patel and is dedicated to the government segment in Southern California. Client satisfaction Is the key. We rank #1 among the top ten banks nationwide in customer satisfaction and #1 in turnaround hme for problem resolution. We also understand the importance of a smooth transition of the treasury management solutions discussed in this response. The City will have a dedicated project manager to facilitate the implementation of all services recommended in the proposal. In order to assist with the City's transition to J.P. Moraan, we will waive afl fees for the first three lull months of nankin services. Stability & Commitment: In these turbulent and uncertain times in the financial markets, it is important to do business with a strong and steady financial partner like J.P. Mdorgan. While our competitors are continuing to centralize banking service functions, we continue to maintain industry specific, dedicated support and expertise. Additionally, it is equally important to have a partner that consistently maintains client service resources and industry expertise. Investment in Technology: The financial strength of J.P. Morgan allows us to invest an average of $6 billion annually in technology, enabling our clients to achieve cutstainding operating efficiencies, improved accuracy, and enhanced operating margins. J.P. Morgan is among the leaders In leveraging full image technology across the organization as well as utilizing internet technology to facilitate payment processing. On behalf of your J.P. Morgan team, we thank you for this opportunity to submit our proposal. We are confident that we have presented a unique offering to help meet your overall treasury management objectives. We are available to answer any questions you might have about the technical capabilities, solutions, and pricing outlined in this proposal. We are eager to begin a relationship with the City of Santa Ana, Sincerely, pf M ` J Amy Rutz Vice President, Relationship Manager ,IPruorgan nhmv Bark, NA, 17875 Von Karma awm i. 1900, L A 9261 I,Jgh,w 949. 1$.,17:74 55A -15 ArqH M 2010 FOI R FTI � 0-0 13 55A -16 J.P.Morgyan Proaposa f for the City ox Santa Anal JP ora��an t._7 ", ,r,l ,i ,1 }f f ,., ,. ;It'll' r : U �i�)'f fi,?" This document was prepared exclusively for the benefit and internal use of the party to whom it is directly addressed and delivered (the "Agency") in order to assist the Agency in evaluating certain products or services that may lbe provided by J.P. Morgan. J.P. Morgan is a marketing name tar the Investment Banking.., Asset Management and Treasury & Securities Services businesses as well as the Commercial Banking, Mid Corporate and Real Estate client segments of JPMorgan Chase & Co. and its subsidiaries worldwide. Securities, syndicated loan arranging, financial advisory and other investment banking activities are performed by J.P. Morgan Securities Inc. and its securities affiliates. Lending, derivatives and other commercial banking activities are performed by JPMorgan Chase Bank, IN.A, ( "JPMorgan Chase Bank ") and its banking affiliates. J.P. Morgan deal team members may be employees of any of the foregoing entities,. All cash management arran,guments, including pool Implementations, are subject to the satisfaction of legal. and credit due dif genre, The Ardency will be required to sign an agreement. with J.P. Morgan. J.P. Morgan does not provide advice on the fiscal 'issues related to treasury structures and recommends that the Agency consult with Its legal and tax advisors prior to entering into any pooling arrangement. The Agency is responsible for it:s own independent assessment as to the suitability and appropriateness of the services hereunder for the needs and requirements of Its business. J, P. 'Morgan is licensed under U.S. Pat Nos. 5,910,988 and 5,032,137. This proposal is subject to and conditioned upon a mutually agreeable contract between the Agency and J.P. Morgan. J.P. Morgan also requires execution of all applicable product and service agreements. This document may contain information that is confidential and/or proprietary to JPMorgan Chase & Co. Such Information is marked "confident'ial" and may not be copied, published or used, In whale or in pad, for any purpose other than as expressly authorized by JPMorgan Chase Bank, N.A @2009 JPMorgan Chase bank, N.. A. All Rights Reserved. The following is required pursuant to regulations adopted under Section 326 of the Uniting and' Strengthening America by Providing Appropriate Tools Required to intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2061: To help the United States government fight the funding of terrorism and money laundering activities, U.S. law requires banks and certain other financial institutions to obtain, verify" and record information that identifies each client that opens an account. What this means for our clients: Before opening a new account, we will require you to provide name, address, taxpayer identification number, and other information and /or documentation that will allow us to Identify the account owner(s), as required by law J.P. Morgan supports sustainable business practices and adheres to the principles of Oil m environmental sustainability wherever possible.. IIWr 55A -17 June 15..2010 Christine Duartar Treasury Manager 20 Civic Center Plaza. M14 Santa ,Ana, CA 92702 Subject: 13CSt amid Final it"ponse to RFP No. 10 -013 for Banking Services Dear Ms. Duaote.. JPlvdaagtan Chase Bank ("LP. Wlerrprm -) is pleascitt to have the opportur ity to help Ole City of Santa Ana (ahp. "City ") achieve and tnniotaaan a W01 rld class treasury and finance optrauon. We know meeting these financial enanatgoincnt objecitves is critical to your nnission and to circling C(minituoii expccltttiCanti I'm set nice excellence, This teller 9.9rrs1nutes oar "Best and 1 "naB - rmvponere to tDae RL"f' No. l!)WUl3 air Ranking Sgrlacfas tM�..( e.(,� +,W�' Sa eta Ana. You mccy han,c noticed in out proposal drat we suggested aome new treasury services such as Remutc Deposit (check image d+absmisy as ss al as ;t laanchasing, cif d praagrant, The Cily will he ah'Ic to select and implement pnnducis and seasices front J.A. Morgan that we know are hoportaot to you. We will he proactive in I"icning to your needs and finding the. right answers. Willie Ihcnc solutions can be essential tools for many trf our clients. eve rely on in person assessnec.rti. work with your team To fully design the most ,approlaicdc hanking plalforan for your future. ;'Ina " "gr5itirtic as.tist Indic time City ar (Sania Aner's transition ta,., t.,Aiurguei_ we,wi! r>ffrr a conversion ul�wance efir al to j2 rarnndhs ae nrrou it analysis charges do d,AOO wily a 'rant nf�3q,GQtI r nnalb tJrt{ rst contract y„enr iii nffyet nlfy ro iaxcrarred in th races4, a�' "erunvigg' it ankin relationship to us. 'I "foe floor :unouni wile fic in p 1p we to ensure that tire ,S28,5W of conversion cusis cstiirnaied by the Ctty are covered fully. if the City incurs less than 530.000 of anraly vis charges in fire first contract year, the remaining balance of" conversion allowance will be carried over Ira�sa tl'uc hrsl year until S30,000 in charges is reacherd, We would also like to clarify lie terrn length odour pricing prolroaal that wvas vrigrnally offered. Inadd =luau to file a aKrtrarted tivee sears th¢�,Crcnag.g"f- '(&red an naar nrunn.t ll will raganln Jtm41y�a�,ged.rh,gpF p h dx�r? oneyear rcatevvn! onttrnrx. This will kick in the prolxascd pricing for five yetrs if the City choaa.ses to extend the relationship after the initial three Years contract. Alone with the adjusimesnts in the offered conversion allowwancle and the pricing contract length we would also like to extend an tnareased Earnings Credit Rate 1" F3CR -) to the Crty, 'M}'aurfgyvpyhifyi trrarrucad air _E @,R f 0.60%and wee are inner' rstng that to 0.70%. J.p Morgan values the .stable dop linory halanc es chat trunic'ipalities provide and svre believe last you should be uvnapcnsated for thasc halances. We hope that tine htghcr ECR helps to cover carsts incurred as it %1tIes to convmxine to J_F"Morgan along, w iRh the uforcmurCioncc] conversion alIo wan cc. Should you have gluestiane regarding Tate' Best and Hricil° proposal iesponsmr, please da licit hesnarc to contact us, We are eager ter, begirt a suceassful ruhuiouship with the City of Sanfe ,Ana. sincerely .fawn r •�d�y Amy kufz Vice President, Relationship Manager Manish Patel Vice President 1 f rasury Sables Manager 17r" Well Ki,—n Avenue, Irvine, ':".92614 Teter aline 949487 19 Fa sr i41-.949 833 4737 ny . 'zylpmCha5e.ttmn 55A -18 Jane 1 >, ?P71.(1 Christine Duarte Treasury Manager 20 Civic: Center Plaza. M14 Srtn of ATut, CA 92702 Subject: Bast and Final Ctesponsr W RF? No. 10-013 for Banking Services Clean Ms- Duarte, 31 "Morgan C'liase Bank (' J.P. Morgan ") 'Is plcaased to hose the opportrunhy to help the City of $.runs Area (the "C iW*) achieve and maintain a world rlass n:easory kind finance. operadan. We know incering these bnnncial nhanagument objeclises iv critiQal to your mission and to meeting constituent expectations fi,a surdice ex,cellence.. This letter constetaetes our "Best and Fine l espunse to the RFI'Nn 10.0 -3 )r Aarrking Services far th_, City.gJ Santee Ana. )'on may have noticed in our proposal that we sugtgestcd some new Creasury scevaccs such us Remote Deposit (check itnagu deposit) as well as a purchasing Crud program. The City will he aWe ter select and implement products and sm icev from J.P. Morgan that we know are Important to you, We will be pronome in Vistening to your needs and finding the, right answers. While these .solutions can be essential took for many erf our clients, wv rely on in- person asscssmona work with your scam Ro fuHy design the most apprupriare banking ploutorm for your future. In order to as!F.(yf with 7lag 'tt a Saxtta. Nua`s rmnyilion to J.P. fl ?brs_aaa,_yi will jir a conversion allowance �ev+urd to 12 morilhs a account atxa v c harl,et,i to µpith a our of $3F1,nf k &dng,the,Iixxt crontraciYear to o act avy cy, ;ts tat a Y.p{Jtjse„pTacesp. nJ Cw uyizg ,{sat In {l{.k_ulg,Lglxlltgnship Po, rc.s. '1 he noor amount will be in place to en.suic that the $29,5W of conversion costs estimnred by the City are covered fully. If the City incurs pens than $30,000 of :rnaly sls charges m the Jim contract year, then u�enenninee balance of conversion allowance will be carris:d over lro2ast tlrc first Veal until S30.000 in charges us reached, We would also like to clarify the term length of our pricing proposal thre was originally offered, In a dnigtt ta�ihe contracted three, years thefprrrctn�. +ljjere,l in Amer pro oval will rernnnt trnchan¢erI t/ r e 1 ar lee (wilt one yyye relooved _ X,iq,& 'llos will loco: in the proposed pricing, for fine years If the City chooses to Mend Ore. retoui +kinship alter the initial trice years contract. Alu7ng with qhe adlust.mcnts in the coffered cemvemon allowance and the pricing contract length was would also (tike to extend an increased earnings. Cre chi Raw { "NCR "} to the City, We art jtt,ggTdylt hrG,SFd aig d'C, ' of 0.60%and wq,r re increasing, Matto 07 ©"'Jo-,_ J.P.Mo ,an values the stable deposomr�} balances" that municitralines provide and w e helicve than you should lie compcnaawd for those batiances. We hope chat [lie higher LCR helps to cover costs incurred as it rel,ues to converting to J.P_Morgan along with the afoicnremioned ccnsersian allowance. Should you have questions regarding orn `Bc%t and Final" proposal response. picase do not hestuire ni contnet us. We are cargo to begin a successful rulanonshop with the City of Santa Ana. sincere]% r Aniv Rut e Vrace President. Relationship M:mager Mwa esli Patel Vice President, Iicasury Sales klauager 17875 Von M(: mi:'vn Avenue, luvine, i A 92614 Telephone. 944.83 '39 Fa,:an {m: 444.833 -4737 any .ucsw}ponchase.com 55A -19 Pwop osai for the C lty of S ar Nr Area JT iY orcya t'S Exhibit A - proposal for Banking Services... ... — ...... ... - .... 1 Core Banking Services ............................................................. ..............................2 Exhibit B - Consolidated', Bid Form ..... ..................... ,........... ,... ........ .......... ... ...... ..51 Community Improvement Statement for the City of Santa Ana.. ...................... 53 Community Reinvestment Act (CRA) programs .....-- .......... .............................54 RelationshipManagement ....................................................... .............................55 Firm /Financlai Information ..................................................... .............................58 Scopeof Services .............................. m.................................... .............................61 General provisions....... ......... _ ......... _.........63 Legal Requirements 63 Either Requirements 64 Alternatives and/or Options 67 Additional Banking Servlces 69 Exhibit C - Additional Insured Endorsement.... ......... ................................. 70 Appendices Appendix 1. Performance Monitoring Reports Appendix 2. Business Resiliency Overview Appendix 3. ;sample Accmint Analysis Reports Appendix 4. Sairnple J.P. Morgan ACCESS (Reports Appendix 5, Transmission Specifications Appendix 6. Sample Implementation Schedule Appendix 7, Sample Agreements Appendix 8. Proximity Study Appendix 9. Repurchase Agreement Sweep Overview Appendix 10. Alternative Services party~ ii 55A -20 EXHIBIT A PROPOSAL FOR BANKING SERVICES. City of Santa Ana Proposal submitted by: Array Rutz Bank: JPMorgan Chase Bank, N.A. Address: 17875 Von Karmen, Floor p1, Irvine, CA, 92614 This proposal contains all of the information requested in the Request for Proposal, including the f6lowing: 1. Completion of Core Banking Services Responses 2. Consolidated Bid Form for Banking Service Charges 3. Copy of Monthly Bank Statement, and Account Analysis Report 4. Bank's Financial Information 5. Personnel Information 6. Statement relative to current or proposed participation /support for community improvement in Santa Ana. 7. Reference list 8, Additional Insured Endorsement. i -r Y Book Signattu Anry Rutz. Typed Name Vice President, Public Sector Relationship Manager Title 949- 833 -4739 T;iephone Number 6 55A -21 PnnAosa0 tortheG/tyof Santa Ana ���� K�� �^][l��.,^uWn � J,P, Morgan ericcmirages fransparency and understands that connili'lunication � fire key to, healthy business relationships. As the City of Sanla Aria's Relationship Manager, Amy Rutz will work with the City tu schedule requeoils for data, audit confirmations and vn site visits. The City's Dedicated Relationship Team J.P. Mu'gao,000ynizos this importan000i providing premier client service. VVe lake a ounou|<advo.tom")aPp,nuohin building relationships with our clients. Pvrtoioorcommitmer$ishovinQ\heapproFna1mindividua]sassignedto1heCity xro|adonmUip team. A skilled relationship team, made up of professionals with a variety of experbse, will provide individual answers by taking hirne1n understand your business, listening carefully and promciive|y providing targeted ideas ioenergoo your business. Gomez damm/d, Oversee the overall relationship ^ @feroompefifive miles Provide relevant cradit oplions ^ Offer appropriate investment alternatives ���� ��� �� ��� r*qn2 oym/v~*/�x�*/�,`/rv�/oo/r/xo',m�/xm/�qu//p�', o'mo/�/wr,, J,P, Morgan ericcmirages fransparency and understands that connili'lunication � fire key to, healthy business relationships. As the City of Sanla Aria's Relationship Manager, Amy Rutz will work with the City tu schedule requeoils for data, audit confirmations and vn site visits. The City's Dedicated Relationship Team J.P. Mu'gao,000ynizos this importan000i providing premier client service. VVe lake a ounou|<advo.tom")aPp,nuohin building relationships with our clients. Pvrtoioorcommitmer$ishovinQ\heapproFna1mindividua]sassignedto1heCity xro|adonmUip team. A skilled relationship team, made up of professionals with a variety of experbse, will provide individual answers by taking hirne1n understand your business, listening carefully and promciive|y providing targeted ideas ioenergoo your business. Gomez damm/d, Oversee the overall relationship ^ @feroompefifive miles Provide relevant cradit oplions ^ Offer appropriate investment alternatives ���� ��� �� ��� r*qn2 Propcss:,ai'lrtis thrr City of Santa Arta J.I ?Morc;an Your Treasury Management Officer, Manish Patel, will Help to maintain an appropriate account structure Tailor solutions specific to the City, using our suite of cash management products and Services Introduce new products and services as they becor e available Your dedicated Client Service Professional, Georgina Gomez, will: Serve as your central porn[ of contact for any inquiries, research issues and status updates across all product lines ,P11 ?if /,(/ ,Y): nr,n,n (f; i t M I(I , r If, fl) .s ,, ,,il ✓.t . Yes. Recognizing the importance of providing prernier client service, J.P. Morgan is commlitted to delivering a quality of service that not only meets the City's expectations, but also exceeds industry standards. Your CSP — A single point of contact for day -to -day issues and inquiries ,f.P. Morgan uses a cross - product support approach to customer service. If Georgina is unable to resolve issues at the initial po4nt of contact, she will engage the appropriate J.P. Morgan departmi on your behalf. Our CST's consult with product and operations experts, as needed, to deliver appropriate and timely resolutions with respect to client requests, while our Operations experts are responsible for managing research functions for client investigation requests. As your dedicated CSIP, Georgina will be the primary contact for any inquiries, comments or concerns. She can be reached during business houirs at 520- 878 - 2318. r:w ,t,�W"I ;tc„ t , „ is 'If , Yes. Although all Inquiries can submitted via contact with your GSP, we also offer clienf service contacts specific to product. Contact information and hours of availability are outlined below. Contact numbers will be provided during implementation. Depository Service Cash Services — 6:00 a.m. -3:00 p.m. PT, Monday through Friday. Gash Letter Services — 7:00 a.m. -3:00 p.m. PT, Monday through Friday. Controlled Disbursement The primary treasury service contact is available during standard business hours. Our Treasury Services Solution Center's hours of operation are from 5:00 a.m. PT to 5:00 p.m. PT. ACH The primary treasury service contact is available standard business hours within each time zone. Our Treasury Services Solution Center's hours of operation are from 5:00 a.m. PT to 5:007 p.m. PT. Hours of the Tampa ACH client service team are 5:06 a.m. to 3:00 p.m. PT, Monday through Friday. 55A -23 pRopt)sa� for the City of Santa Ana JYMorgan Wires , The primary treasury service contact is available standard business hours within each tirrie zone. Our Treasury Services Solution Center's hours of operation are from 5:00 a.m. PT to Technical ` Our Technical Solutions Group JSG) is available to assist you with your J.P. Morgan ACCESS inquiries around the gibbe Sunday 5:00 p.m. PT through Friday 5:00 p.m. PT. mo/e'w, ',///, /�,/o om.*ne/o///`� xoI'v,,a'/y/mo'� /xm/ r '1/�,mv/m m'./wo/v////* *oww,'r/^, /xomaoa �11mm,nf �)/odmme4 xm/�,, Our goal is to have systems and products available to clients at all times. In some cases, circumstances will exist that work against this goal, Whenever an interruption io experienced ur expected, the City will bm notified online via postings toj-P. Morgan ACCESS orbytelephone contact from Your dedicated CSP Please refer !o Appendix 1 for sample reports nf performance monitoring, which outline the types and length uf service interruptions. o,, m,uo'mxnm"/v,,' runI " ./»/r ;1 1 'a//o� Please refer to Appendix 2 for a copy of our Business Resiliency Overview. /nooaoov1 1vm/m n.xr,"/vo�emuouomvoryou,s, ,,wf , J.P. Morgan continuously monitors the performance of the producls and services we offer, Many measures are reviewed and monitored by key managers and resolution leaders, including senior executives on a daily, weekly, and monli basis through a variety of performance management processes described previously, Berchmarking J.P. Morgan has established industry based benchmarks and standards for its Treasury Services. These service level commitments are primarily used to ensure performance results are in line with service standards and meet our clients' business requirements and expectations. Through our client level report cards and service plans, we vvnrk with clients to establish performance standards that are tailored to their needs and expectations. These report cards and service plans are generally provided monthly to the client, and highlight our performance against client specific service standards. Key Performance Measures Depositoi,y Service We monitor the performance of all of our service areas. We measure implementation time, inquiry resciution and professionalism for all services. In addition, we also monitor specific metrics for a given service orproduct tu help ensure quality levels meet company and client standards. Controlled Disbursement Among the key operahonal measures we track related to Controlled Disbursement Services, are the following, Controlled Disbursement Timeliness Rate — Final Presentment Controlled Disbursement Repcirling Accuracy Rate — Final Presentment Pago4 ���� ��� �� ��m� Proposal for the City of Santa Ana JTMororan Among the key operational measures we track related to Account Reconciliation Services, are the following: Full Account Reconcilement Accuracy Rate Full Account Reconcilement Timeliness Among the key operational measures we track related to Positive Pay Services, are the following. Positive Pay Accuracy Rate Positive Pay Reconcilement Timeliness ACH Among the key operational measures we track related to ACH .Services, are the following: Origination File Processing Timeliness Percentage of client service inquiries actioned same day Average resolution time for inquiries not resolved during initial contact_ (Mires Among the key operational measures we track related to Wire Transfer Services, are the following: Wire Transfer Accuracy Same -Day Notification Timeliness Wire Entry Speed of Answer Wire Entry Average Abandon Call Rate Measuring Client Satisfaction J.P. Morgan's client satisfaction program is a continuous process. It consists of determining client needs through the annual client satisfaction survey and other client feedback mechanisms, prioritizing the opportunities for improvement and setting up action teams to address key drivers of service quality. These action teams develop and implement specific action plans for the organization, with accountabilities to improve key driver scores in the next survey. Since 1992, we have combined traditional market research methodologies with direct client feedback to measure the client experience on a continuous basis. Our satisfaction measurement practices focus on three key processes: New Business Implementation Client Service Support. Operational Quality Following is a brief overview of our client satisfaction measurement process. Objective: Measure and Improve the Client Satisfaction with: End -ta -End New Business Implementation Experience Treasury Service Product Performance and Delivery Client Service Quality and Client Service Officer Support Identify key drivers of satisfaction and improvement opportunities Measure individual performance and drive behaviors based on direct client feedback p ai)e 'r 55A -25 proposal for LWhe City of Santa Aria JT orcyan Methodology Electronic/web based survey with email push are directed to clients who: Have Implemented new Treasury Service Products in the previous month Have had frequent /direct contact with their Client Service Officer for inquiry support Survey processes are closely monitored to ensure we receive value added input from our clients while limiting the frequency of these requests. What We Measure Client satisfaction measurements associated with New Business Set -Up fall into the following categories: Overall Implementation Experience Implementation Process Quality (Timely„ Accurate, As Expected) Project Management Effectiveness Implementation Manager /Consultant Support Quality Systems Implementation Support Quality Post Set -Up Now Service Quality Top Improvement Opportunities. Client satisfaction with Treasury Services Client Service fall In the following categories: Overall Client Service Professional (CSP) Support Quality CSP Accessibility and Availability factors CSP Case Management Effectiveness CSP Timeliness and Responsiveness CSP Knowledge factors Effecfive of Alternative Service Channels (Solution Centers, Back -Up Support etc). Product Quality Satisfaction is measured for all core cash management products including Controlled Disbursement, Account Reconciliation, and Positive Pay Services, focusing on product feature, tunctionality and operational delivery. Communicating Results Client Level Review and Follow -up Client feedback and evaluations of our performance are provided on a weekly basis to Service and Implementation and Production Managers across Treasury Services. Each client response is evaluated, and where required, TS management contacts the client to follow -up on feedback or ratings that may require immediate attention. in cases where results to do not meet expectations, our Service and Implementation Teams conduct root cause analysis, formulate improvement strategies, review with the client and implement agreed upon action steps.. Performance Analysis and Opportunity Assessment On a monthly basis our Treasury Services Performance Reporting and Analysis group, provides a comprehensive review of client feedback results. This analysis not only includes assessment of performance against satisfaction standards and benchmarks, but also identifies key opportunities to improve the client experience on an overall basis. These results are shared and improvement actions identified through the Performance Management processes detailed earlier. Through the F rayiie 6 55A -26 Propcis,<:tl for khe City of Santa Ann J PMor (yan feedback we received directly from clients and the results of our internal performance measurement and management review, we have introduces improvements that have: Increased Client Satisfaction with Inquiry Resolution Timeliness Reduced time required to implement services Improved Post Set -Up Product Satisfaction Reduced implementation rework and errors Simplified our on- boarding or set up process H; J.P. Morgan is committed to the delivery of superior financial services and solutions driven by in- depth knowledge of client requirements and a commitment to high quality execution. Our quality assurance practices include a disciplined approach to process management; performance metrics and satisfaction indicators that are linked to client priorities; and employee merit -based reward and recognition programs. We have a number of ongoing quality management and improvement programs in place for our Treasury Services, as detailed below. Measuring and Managing the Client Experience Our quality management practices and priorities are anchored by a number of programs designed to measure and manage the client's experience with J.P. Morgan, Through formal market research, sales feedback and client satisfaction measures we continuously validate our client- driven performance metrics, and quality management programs to ensure alignment with the current and emerging needs of our diverse client portfolio. A. Market & Client Feedback Communication with clients is the most valuable step in the process. Included among our client listening processes .are the following: Market Research Through syndicated and proprietary research, such as the Phoenix Becht. Cash Management Monitor, Ernst and Young Cash Management Survey, Greenwich Corporate Cash Management Study and targeted in- person interviews, we validate our performance against key competitors and ensure that business strategies are finked to trends within our target markets. Client Satisfaction Since 1992, we have combined traditional market research methodologies with direct client feedback concerning their experience relative to the implementation, servicing and ongoing operational delivery of our Treasury Services. Rank Report Cards, Service Plans and Relationship Reviews J.P. Morgan's Treasury Services (TS) continues to be a leader in the development of client - specific measures of service quality and relationship management. The value of these client specific performance reporting and analysis programs has been frequently cited as a key differentlator relative to our competitors. In addition to providing an ongoing view of our performance relative the client's expectations, these plans ensure ongoing communication between the bank and the client and continuous process improvement. B. Performance Measurement In 1982, J.P. Morgan's Treasury Services Group, developed one of the first comprehensive performance - measurement systems in the financial services industry. This commitment to Ppirle T 55A -27 Pioposal for the City of Santa Anna ,JTMorii Improvement through measurement continues today across the full array of Treasury Services. For each measure, we establish performance benchmarks and service quality standards to measure our progress towards clearly differentiated performance. Coupled with our performance management processes, our measurement system reflects our commitment to continuous rn prove ment and best -in -class performance. BAt Critical Quality indicators in addition to measuring trio efficiency and effectiveness in implementing, servicing and delivering Treasury Services, J.P. Morgan continues to measure the BAI Critical Quality indicators. These indicators were developed by the leading US cash management banks in cooperation with the AFP (TMA at the tirne these were developedf and Treasury Strategies. They continue to be an important way for us to evaluate our performance and ensure that we measure what our clients have told us is most important to them. Service Quality Practices - High Performance Culture J.P'. Morgan has an extensive operational quality improvement program for its Treasury Services. Commonly referred to as HPC (High Performance Culture), this program leverages key elements of traditional Six Sigma and TOM (Total Quality Management) to drive service quality management processes to the front line. Performance Management Practices A critical component of our quality system is the continuous review of performance results and prioritization of improvement opportunities. We review key indicators on a daily,, weekly and monthly basis. Following, are examples of some of our performance reporting, management and review processes. Daily Production Assurance Review Under the oversight of the Commercial Production Assurance Center, every morning key product delivery managers and front line supervisors report on specific operational "wellness" indicators to assure that no systemic barriers exist that will prevent: the delivery of high quality cash management services for that business day. Weekly Operations Review On a weekly basis senior leadership within our Treasury Services Operations. Groups review the week's key business indicators. This weekly review includes input from Treasury Client Services on client inquiry trends for the week, or emerging issues identified by client services leadership based on direct interaction with our clients. Critical issues are assigner) resolrtion owners and corrective actions taken as appropriate. Client Experience and Touch (Point Review The Client Experience and I ouch Point Review meetings are cross functional forums that serve as platforms to folntly review key performance Indicators, client specific satisfaction resuilts, upcoming changes and events and escalated issues or opportunities. On a monthly basis, senior and mid -level managers representing Treasury Services operallons, technology, product management, client services and implementation meet with one key objective, identification of opportunities that contribute to an improved experience for our clients. Client Care In Instances where clients experience systemic or recurring challenges relative to theiir Treasury Service products, the client's key relationship advocates may escalate resolution to our Client Care process. Through Client Care, we manage service recovery plans on a client - specific basis, assigning accountability to specific managers within the business to conduct f- agr' 0, 55A -28 Proposal tor flue City of Saii Ana K��� ����� ��^��l����� ~��� root cause analysis, develop recovery 5 trategieS or action plans and implement solutions that eliminate existing barriers to consistent, high quality service ciLfivery. Overall, the corribirration of Market Feedback, Performance Measurement and Continuous Improvement provides a holistic and continuous view of the end-to-end client experience. Our processes and dedicated, expart resources ensure a focus on excellence in approach and an ongoing commitment tu deliver the highest quality products, services and solutions inthe marketplace today. JIP Morgan accepts compensation in fees, balances or a combination of the two, There, is no difference in unit prices based un method nfnon)pennohVn Fee Compensation. Customers can generally earn higher rates an investments than banks can pay in earnings credit, If a company chooses the fee compensation plan, it manages its accounts to minimizo collected balances and does not use balances to offset any service charges. The total service charge wif be debited from the designated accounts. ^ Balance Cnnmpensmli Customers ohnnuo 1n leave balances in their accounts to n1txet service charges, Accounts earn service credits fEarning Credit Allowance), a soft-dollar credit based on account balances. If the average balances support the activity, then the earnings credit allowance offsets the service charge. When balances are, not smircient to support activity, the difference io charged tn the customer hy direct debit to the account or, mcertain cases, invoice,. The Earnings Credit Rate is the rate used to value your average investable balance. J.P. MnrDeo assigns this rate considering prevailing market and competitive rate conditions. The rate iubased on the average of the current month's weekly auctions of the 91 -day Treasury Bill rates and rounded down to the nearest five basis points, less management-determined basis points. p/owo�meemxsam,' e s`n /` urnxorganaoa/y^swarmn8scoouma Vx Credit Rate (ECR) as of March 2010 wa� D 600," Based on hislorical rates, our managed rate tends to be higher then indexed rates. J.T)I, �gan iis offering the premium managed earnings credit rate to Ina City. This is the highest earnings credit rate available to our clients. J.P. Morgan account analysis earnings credits are based on the investable balance in each account in the analysis relationship. The investable balance represents the average daily positive collected balance less the reserve requirement. Most often the positive collected balance ioequal to the collected balance and the exception is the less common instance when there are negative collected funds io the account The Earnings Credit Allowance i» calculated aofollows" Avg. Investable Balance x ECH x Actual Days in Cycle, / Actual Days in Year Earnings Credit Allowance Page9 ���� ��� �� ��� :'mu/no/o,/or�m/^/'oxmn`eo/m�vo/u�eo/o,~Cuxxoonmnymx'w/^p�nm /on,x/scua/,/sorr/.w/»,��I u m 1 ylo ' w.��.m/�.^,/mx/�u/*�///a///,nCxyn,x//nn'/~mm// o/`mnax c�o//,oc'/��.mvp/`��/evvmao'mov//x,o»u/m'mwx�n'nnm`�mmnuom.x��«v'^�o,,*mo/mv v , rmp'x�nx�x''�~z/�rvo//�m�v' or�o.a /`u/�u//��/^o JIP Morgan accepts compensation in fees, balances or a combination of the two, There, is no difference in unit prices based un method nfnon)pennohVn Fee Compensation. Customers can generally earn higher rates an investments than banks can pay in earnings credit, If a company chooses the fee compensation plan, it manages its accounts to minimizo collected balances and does not use balances to offset any service charges. The total service charge wif be debited from the designated accounts. ^ Balance Cnnmpensmli Customers ohnnuo 1n leave balances in their accounts to n1txet service charges, Accounts earn service credits fEarning Credit Allowance), a soft-dollar credit based on account balances. If the average balances support the activity, then the earnings credit allowance offsets the service charge. When balances are, not smircient to support activity, the difference io charged tn the customer hy direct debit to the account or, mcertain cases, invoice,. The Earnings Credit Rate is the rate used to value your average investable balance. J.P. MnrDeo assigns this rate considering prevailing market and competitive rate conditions. The rate iubased on the average of the current month's weekly auctions of the 91 -day Treasury Bill rates and rounded down to the nearest five basis points, less management-determined basis points. p/owo�meemxsam,' e s`n /` urnxorganaoa/y^swarmn8scoouma Vx Credit Rate (ECR) as of March 2010 wa� D 600," Based on hislorical rates, our managed rate tends to be higher then indexed rates. J.T)I, �gan iis offering the premium managed earnings credit rate to Ina City. This is the highest earnings credit rate available to our clients. J.P. Morgan account analysis earnings credits are based on the investable balance in each account in the analysis relationship. The investable balance represents the average daily positive collected balance less the reserve requirement. Most often the positive collected balance ioequal to the collected balance and the exception is the less common instance when there are negative collected funds io the account The Earnings Credit Allowance i» calculated aofollows" Avg. Investable Balance x ECH x Actual Days in Cycle, / Actual Days in Year Earnings Credit Allowance Page9 ���� ��� �� ��� Prop o« - ;a8 tour` ttre City of Sannli Ana ., � i, h '. . _ , I , 1, 1 "f9O/W ,. J.P.Mor (ran As of April 2009, Basic FDIC Insurance provides coverage of deposit accounts up to $250,000 through December 31, 2013, for which clients are charged 0.13 %, The current Deposit Insurance Fee of 0.13% is charged to customers via a monthly assessment based on the monthly average positive ledger balance. The charge may be offset with an Earnings Credit Allowance. The deposit insurance fee is calculated as follows: FDIC rate x Monthly Average Positive Ledger Balance x (Days in Cycle 1 Days in the Year) Deposit Insurance Fee n „ J.P. Morgan clients are usually billed monthly. Other billing periods are subxect to negotiation. Depending on your billing period, deficiencies are reflected on the account analysis monthly, quarterly, semi- annually, or annually. J.P. Morgan would be able to provide the City with an annual settlement period that is being currently utilized. „rr - ; ", „il:a t a , , , , Yes, The City of Santa Ana's Electronic Account Analysis Statement will be available online, via the J.P. Morgan ACCESS portal, on the seventh (7th) business day after month end. All sections of your account analysis statement may be viewed, printed and exported through the Electronic Statements module. Analysis statements will be available in PDF, Excel and CSV formats. The City will be able to group specific accounts and billing relationships together for online analysis purposes, and create user profiles giving access to specific accounts or billing relationships as required. Automated Transmission It you require an automated transmission of your account analysis statement, we can provide a monthly file in an ASC X12 EDI 822 format on the sixth (6th) business day of the month. J.P. Morgan will offer our fixed pricing to City of Santa Ana for initial term of the contract which we acknowledge to be for (3) years expected to commence no later than ,July 1, 2010, with the possibility of an additional (2') years thereafter. Any price increases after tfre initial contract term will be agreed upon by our firm and the City of Santa Ana. p � V iI>nrctn t cl 55A -30 proposal for line Cify of Sarita Ana ��M� 1��� �°.�^,r ua�� & o De�u/u1 �n�//mn/� /owm, �x ,om,cmu � �'xv/o,oh� ',0m 1 1/e'� �u/rpu"o J.P, Morgan charges for the use of daily uncollected funds by applying a variable overdraft rate (based onPhnnn). This iu calculated using the following formula: Avg, Negative Collected Bal. x OD Rate x Actual Days in Cycle / Days in Year Negative Collected Balance Fee Additionally, a daily occurrence fee of $50 is a5sessed on a per-occurrence basis. These ices may be offset by Earnings Credit AUo`mmnter Your Relationship Manager, Arry Rutz, will handle overdrafts caused by funding failures. She will act diligently to contact and work with the City of Santa Ana to help ensure the account is processed appropriately, The calculation above is good for the term of the contract. o�/m/nx,a/�mnyo�um,ummmo��um,mx���ou//��n�4mms/�u,mm,/ J.P. Morgan will prepare an Account Analysis invoice each month, identifying all services provided to the City of Santa Ana, along with any fees or costs incurred by the City, o///uno/ ////' m:'wW� 'vw ,///o/�'x,/*apr�,moo/ow8an��nou/y�.� e�remo`�«xn�mm'ox/'vmn"�no Please refer to Appendix 3 for a copy of our sample account analysis reports. Please refer tc Exhibit B — Consolidated Bid Form for information regarding speclic cost or fees P,omo�m��mu/*n�/o/n,ump �oyxnh/o,o/xo�// pO/C/"mon'm` Qaylight¢verdraffi J.P. Morgan does not charge for either intra-day credit (IDL) or intra-day liquidity (Fed daylight overdraft) usage u1 this time, which i^ current market practice. Overnight Overdraft is calculated as follows: Avg. Negative Collected Bal. x OD Rate x Actual Days in Cycle / Days in Year Negative Collected Balance Fee FDIC insurance fee is calculated as follows: FDiC rate x Monthly Average Positive Ledger Balance x (Days in Cycle / Days in the Year) Deposit Insurance Fee Service Charge Credit is calculated awfollows: Avg, Investable Balance x ECR x Actual Days in Cycle / Actual Days in Year Earnings Credit Allowance page 1 11 ��� �� �����U JYM o. v/,..m/z ",,`,,`�/o�o/oo,o,�/'`mxx''`'u/ The City of Santa Ana will have the. abilily to reirieve daily balance and transaction reporting, vn|ine. The City sprxnurymro,mmtiunrnporting and tnmoouc/iooi"kadkm too |vvNbeMle web 'based J P Morgan ACC[95xynom J.P. Morgan ACCESS iynvaikibk:24 hours per day, uovo:(7)days per week (excluding minimat inainanarcP periods) wnj is accessible using any windows-based computer with Internet capabi|1y UmngJP. Morgan ACCESS, the City will be able to retrieve daily electronic reporting of all account activity, with debits and credits separately reported by account. Information is able to be irrip"ed iintn alf con-innn spreadsheet and database prograrns and includes account balance-s. along with all pertinend float intonnahnn. J.P. Morgan ACCESS casiri reporting service,, provide balance, Iransactiort and other ireasury rnanag*nnont infnrmoiinnlnr DOA accounts a1JP Morgan, au well aoaoonun1oatnihor institutions. Both U.S. dollar and non-U.S. dollar information can bo consolidated for reporting purposes. Any transaction posted to your DDA is reported wilin associated reference numbers, float und descriptive text. �. ���� ��� ������ � Pog.|z Proposal for the City of Santa Ana .J.I'Morgan Dasigned to be etfiicfunt, convenient and user - friendly, the web -based J.P. Morgan ACCESS system will help streamline the City of Santa Ana's operations by allowing the City to perform, the following functions cruline: Retrieve balance and activity reports (Prior and Current -day) Receive Bank Statements and Account Reconciliation Reports online for seven (7) years Transfer funds between accounts Initiate ACH and Wire transfers Place or revoke stop payments Qlndivlduallly or by range with immediate confirmation) Process ACH payments Inquire on check activity (Full history of check statuses within retention period) Decision Positive Pay items using check images (Payee verification & Stale (Dating) - Receive daily email notification of exceptions ( "Push Notification ") Submit positive pay issue and void records online through key entry or file upload View images of paid checks online for seven years (standard) Data Availability J.P. Morgan ACCESS offers a standard 10 calendar days of account balance and transaction data, with either 45 calendar days, 90 calendar days or one year stored upon request. Previous day reports can be generated for every day, or a range of days, in the current month. We offer a long -term storage archive, which saves information for no less than seven ('7) years and up to 10 years. J -P, Morgan ACCESS provides both prior and current -day reports including, but riot limited to, the following: Prior-Day Reports Balance Report —dally balance information, including closing ledger, collected, same -day available balances and total amounts for debits and credits posted to the account tJ.P. Morgan and other financial Institution accounts worldwide) Balance and Transaction Summary Report- -daily balance information, including closing ledger, collected, same -day available balances and total amounts for debits and credits pasted to the account, followed by a listing of debit and credit activity for the day, with a brief description provided for each transaction (,J.P. Morgan and other financial institution accounts worldwide) Balance, and Transaction Detail Report -- -daily balance information, including closing ledger, collected and same -day available valances plus total amounts for debits and credits. In addition, rmonth -to -date, previous -month and year -to -date averages are provided. Detailed fisting of credit and debit activity for the day is provided. Detailed descriptions for each J.P. Morgan transaction are displayed and may also be included for accounts at other financial institutions it provided by that Institution. (J.P. Morgan and other financial institution accounts worldwide) Checks -Paid Detail Report - - -- primarily provides die detail view associated to the Controlled Disbursement Funding Report posted check, ACH, ad,yastments and late presentment activity for current -day and historical periods (,I.P.. Morgan controlled disbursement accounts). Also provides check detail view for non - controlled disbursement accounts. Reports may be sorted by ascending check number or descending dollar amount (U.S. -based accounts only). Page 13 55A -33 Pnraposaf for rht1 City of Santa Arno JTMorcran Account Summary Report — provides a statement -like rendering of all credits and debits broken down by account, including balances Wire Advice Report— provides detailed information an incoming and outgoing funds transfer Transactions Statement Report by Location— provides individual transaction Information based on client- specified locations in a statement -like format Statement Report by Cumulative Range -- provides individual transaction information based on client-specified locations in a statement -like format EDI Detail Report (U.S. Accounts only) — A text -based report that provides a full detail of electronic payments and remittance payments in a human- readable report EDI Summary(U.S. Accounts only) — A text -based report that provides a summarization of electronic payments and remittance payments in a human - readable report EDI X12 820 (U.S. Accounts only) — A text -based report that provides an export-only text file of electronic payments and remittance payments in ANSI X12 820 Returns and Exceptions Report (U.S. Accounts only — A special report that conveniently combines check returns, Autornated Clearing House (ACH) returns and ACH notification of changes )NOC) into one report.. Thss report includes flexible search filters for date ranges, status, return type, amount and has a Comma Separated Value (CSV) export option that enable you to better manage your returns. Investment Report (U.S. Accounts only) — provides investment activity for an account, including The invested /sweep amount, interest rate /yield information, and interest or dividends earned. Loan Summary Report: (U.S. Accounts only) . -- provides a preformatted view of your loan position and includes transaction activity for the past 10 days. Current -Day Reports All non- text -based reports listed above are available for current day reporting, in addition to the following: Controlled Disbursement Funding Report— Interim and final clearing totals for controlled disbursement sites and accounts. Detailed check listings are available. (U.S.-based accounts only) Controlled Disbursement High Order Prefix (HOP) Report— provides the same clearing totals found on the funding report but also includes funding totals at a division level. Customized Reports Customized reports can be created through a set of filter criteria (e.g., date range, accounts, reference numbers, check numbers, transaction types, etc.) that can be saved for repeated use. You can run, view and modify all saved reports and quickly access saved reports from the "My Saved Reports" screen. Please refer to Appendix 4 for a copy of our J.P. Morgan ACCESS reports rc� Yes. J.P. Morgan ACCESS provides current and prior -day balance reporting, along with investment reporting and rate information. Information is updated throughout the business day for established accounts. Fa9p tau 55A -34 Pmog�)os at four the City of Santa A,rIa J.I'Mororan The frequency of the current -day information is based on the operating area of the bank. For funds transfer, letters of credit, securities and deposit transactions, information generally is available within minutes of receipt or creation. Update Times The City will receive prVor - day infounation by 6:00 a.m. PT with historical Information available for up to 45 days. Reports can be viewed online, printed, downloaded (Pt7F or Excel) or exported in a BAI2 or CSV format. [Detailed information (by account) will be available by 1:00 p.m.. PT. For wire transfers, letters of credit, securities and deposit transactions, Information generally is available within minutes of receipt or creation. Current -day information for ACH transactions will be available by 6:00 a.m. PT. r` , 01 ( ,,,s ,J f. !),[,(n.rrioo !„f if( S)ifw k ',1n.,A I, " /, "(I,� J.P. Morgan ACCESS and its toels are entirely Internet - based, requiring only a PC with high- speed Internet access, Internet Explorer 6.0 (or above), Adobe Flash Player 9.0 (or above) and Sun Java 1.6 (or above).. For optimal performance, we recommend adherence to the following hardware and software standards. Microsoft Window OF XP (SP2) Microsoft Windows Vista Business (32 -bite Operating Recommended: Microsoft Windows XP (SP2) System Note: J.P. Morgan ACCESS does not support the use of Apple Macintosh Microsoft Internet Explorerryw, (IE:)'7'.0 and 6.0 browsers Browsers (128 -bit encryption level) Recommended: Microsoft Internet Explorer 6.0 with Windows XP Adobe* Acrobatir7 Reada r+ 6.0" and above. Reader is used tar the following products. Cash Balances and Transactions Reporting, Funds Transfer Reporting, eSarvo'n Receivables Edges" or Payables Web Services"'T'. Reeomrnended Adobe Acrobat. Reader 6.0.1" Sun JavaIm IPlug-un - version 5 (updates 6 thru 11) and version 6 (update 3'). Java is used for the following products: ACH File Warehouse, ACH Initiation, Accounting 4.1, Corporate Actions, eServe, Funds Transfer Initiation, Global ACH, Other Software Liquidity Initiation, Receivables Edge, Supply Chair? Finance, ITTAN Online and Transaction Initiation. Recommended: Sun Java plug -in version 6 (update 3)'" Adobe FlashO Player 7.0' or later for Online Training. Compression software (W inZipC), etc.) - for clients who have elected file export. Microsoft Excel0k 2003 or above for clients using Cash Balances and Transactions Reporting to export data using °CSV Unicode ", which supports multi -byte characters. 55A -35 Proposal for the Ciry a� Santa A,na U��� �°��l��porcyan o 4'n,n,n«. ,,»mx'x,/nc'mau:o` , rp"'��, *) n,n//nm/ , )'` ; jnwr// u, xI , uexm`�,/�e Yes, J.P. Morgan offers two (2) primary storage options for archiving data, 1. Online via J.P. Morgan ACCESS Your primary monnation-reporting system, J,P. Morgan ACCESS, serves as a portal into a web- based rocvno|}iatinntnn} Puy"b|mu Web Services (PYVG). P age 116 ��� ���-36 Processor Recommended I.2GH7. or higher 512 MB RAM (minimum) Physical RAM Installed ReQorrimended� 1 GB RAM or more 3DO MB available free space (minimum) Hard Drive Capacity Recommended: 500 MB Internet connection Communications Recommended: high speed Internet connection with company and�or personal firewall Resolution Please check with your cornpany's technical support department to ensure the following e-mail addresses are not blocked Spam Blocking For Payables Web Servicos� Positive Pay: P _o Reverse Positive Pay! Bove—rsoF�g-sLtl-vgEI-YPW—S2Lhase�—com Internet File Delivery OFU): ReconciliatignlaV�SAchaseL.-q2-m —user __J ­pMi s,tir-angly recomm-ends work's"t-a-tions, are regularly updated with Important Windows and Internet Explorer security updateis. Regular virus scarps should be _1_c=mpleteLi� Wall,— 4'n,n,n«. ,,»mx'x,/nc'mau:o` , rp"'��, *) n,n//nm/ , )'` ; jnwr// u, xI , uexm`�,/�e Yes, J.P. Morgan offers two (2) primary storage options for archiving data, 1. Online via J.P. Morgan ACCESS Your primary monnation-reporting system, J,P. Morgan ACCESS, serves as a portal into a web- based rocvno|}iatinntnn} Puy"b|mu Web Services (PYVG). P age 116 ��� ���-36 ��. Kb I I��D~—� m,�`m, "^^ � ^~" ,... �, I h.lo i Check riquiry lipatures onable authorized users to. Ra1hovo mwqescd paid checks Iii oo the status ofun individual or range oyuhooko P|uca and revoke stop, pay/naoiu U��� �]�|��U00°����� ° ���°*�� Check inages are, available frie, day witer the check is presented and stored for sevon (7) years. Adokiooaly`theCitywiVhnvrihanpnnrtunitytndiemsionPnohivePaydemuon|ine.uyioydhack irrageSr POShlVo cay, PIGILIC.fingi lrna(Je-based dpeisionlrig, is described in greater detail as part of fire D|obuoanoeinfs section, bmlnwr The One Image CD ROM isa convenient way tv retrieve, onmand oar*gunzo check images. |magoaof the frnn1 and back of paid checks are Copturod. 'is well aa reports arid deposit 1ickuio. and "k,rodnnCD- ROM ln/ easy online access and review ThoChymoy opt 8/ use the poin\`a|/d' click Interlace k/ access reconcilement reports and bank f4o statMe The City can use niuIrple levels of search criteria (such as dollar arnouni, serial nUrnbp� account number and paid date) and mrinediafely retrieve any cheok image on your imnirkstaflon using a ofriple, Windows-based, poiW-and-click inleilace, The Ohio Image CD-ROM a-iso gives users lile ability \o print copies of inrages, incorporate thenri into word processing applications or email', or ever) send thorn an foxes directly f,nmworkstations. The One Image CD-ROM Ixovides sharp images (slrarper than microfilrn), image irckatron, zooNn capabilities and reverse video pn0e17 ��� ���-3K Proposal for the City, of Santa Arm JTMor (yan. The City may opt to receive the CD based on a weekly, monthly, quarterly, or custom schedule. Other options include receiving a single set or multiple sets of a CD, and having a single account or multiple accounts on the same CD. Each CD can hold 20,000 to 25,000 check images (front and back). CD -ROMs are shipped within five business days after cutoff. ✓ i,c 4,, ,i {,✓ u,r W ' "1"i61 o' , n ✓), N11, ,,I 1,1(i, l, 1p 1�,wb,ili°. f11 , The following information is provided on incoming and outgoing wire transfers on either a current - or previous -day basis. Deceived from party (inccming) By order party (outgoing) Dollar amount Unique bank reference number Client reference number Paid to party F Beneficiary information (if available) Date and time of receipt of wire instruction Fed reference number Straight- through or repair indicator FED /CHIPS reference and sequence number FED /CHIPS sequence number Online Wire Reports In addition to the data offered via the Balance and Transaction module, J.P. Morgan ACCESS offers reports specific to Wire transfers. Status Report Same day and historical summary level transaction information based on transfer status -- Entered, Approved, Released Pending Approval Report: Summary -level transaction information for transactions with the status "Entered" Pending Release Report° Summary -level transaction information for transactions with the status "Approved" Transaction Detail Report: Sarre -day and historical wire transaction detail and status; confirmation number will be included for wires with the status "Released" Lines Report: Detailed information for established predefined (repetitive) transfer Instructions Incoming and Outgoing Wire Notification The full wire execution and confirmation process is able to be completed within minutes of initiation. When a transaction is successfully released, the J.P. Morgan mainframe returns a 12- digit CCN number and the status changes to Released. The Status and CCN indicate that the transaction has been released to J.P. Morgan. The FED, Book, and CHIP reference numbers from the wire clearing systems will be reported on the main Funds Transfer Initiation page and in Funds Transfer transaction reporting. Reference numbers will be reported after the transaction status is updated to 'Released'. Reference numbers are available in real -time after a transaction is processed by the back office. pmrla:r U3 55A -38 P,or�osa]fo the {lIynt SnntmAno A��� ����� `0���1�/�^'^� �*�� uiewmmuoadwm elm u,*y�mo av^,wm oov oPA*oonmom oxam 0e1m000e1 mmmu^ a«oou^a omv"x. DOMES nnwoxc/m^mue^ Smmw."tnwe Pay Method FED v«w^Dam owmouv"o r°v.+kew^vm oon /mo Summary Upiurnaft bane Oeho Bank WeIM4Mmy By O'd.R F ayment Details oWdifiona rwom 26922540 mmvn Relmed pao*,xow Fedmammx t,oaawemur o57 1wwo wow`moo*,o /nAwCDT LX5tApPV0qe& 6'714990 QOXW2009 10 47 AM CD I Tu check that mfondwtruos|e/ was released, select trip Transactions Released Today filter nn the Funds T,onofer Initiation main vx/e$o. i o check for rejeded trwisactions, select the Transactions Rejected rrr Today filter. You can operl and rnodify the Vallue Date for any fransaction that appears under the Transactions Rejected Today filter Proactive CwnflonatimnOptions |naddih//M the standard on|inerepody available via ./.P.Movy:n ACCESS, there aelvvo(2) pn/ducts tie City may uooto receive noliffiug\|*ncf incoming and Outgoing fundatransfem proactively via "push` anhno|oyyr L»mctDufiey Using Direct Delivery, notifications are available via itimlitiple methods including pager, fax, enurypladommi| and uoanoryp1odernai|, The City will ho able 10 choose to have details o(a single 1ransmchnnoem to multiple ndividon|"/oddroeu000rbynnu|hp|e mediums toffi*same persnn Themeoom0o for pager and unonnryptodornail is||mi1ud displaying debit urcredit, omount. dale, and last 4digksuf the account number. With enc,yptndernmi|.anauthorizudCity user will click on a link to log into a wobsite, to see fufll details of ff ie transaction. T lie mhurmu1inn displayed in the encrypted emui||o also displayed |n the fax. nDo,mo0otifica0onRequest Notification Request enair.des clienis to tacolve notilicatiort via any eiraii-enabled device,. It displays Umi1od information (debiior credit, amount, date. iimm,ruqucsl:nurnbn/.J.P. Morgan Reference Number, and last 3digitoof the account nornbar). riot fuU advise, information. The Qly ounyped(y1hoorilo'ia(or\henukifioo\ion.uuchuadoUarm)ng°.da1mrao8o,1r*noeohnnnumbor. lheCitynana|souhangethecd/mriau1unytirnaviae5nmemndcanhaYernu|Up|a/u|000e\upai any given finoo. pu9e u ��� ���-39 Propoma/fmrHheC]rynf Saone8nm U���^���l�K���K� `���l�/� � ^ � ����o � The City will have the ability k;doognmto the rights p| each user oo the J.P. Morgan ACCESS p|mth/rrn, Products or) the portal are designed to accornirriodate a wide range of security options, including requests for mulfilde transaction approvals, demands for separate "enter" and "release' functions for users, dualconfirol among users, along with daily or transaction flimos. The separation of duties and approval workflows provide mecinarrsniq clients can, rise to help onnvoe1ha8nopomvnne|cunpmhonn\nanomo|innnincnmn`i1hmudo/nornprornisethoin1egri1yvf the, entillerrient datar Client security administrators can assign these specific transaction initiation privileges tousers. J.P. Morgan ACCESS security architecture provide-, authentication as well as authorization to, ensure that each User is permitted access to only the applications and functions established and approved far their use. When highly sensitive (value-lbearing or administrative) data is being transmitted between the User arid J.P, Morgan, additional security in the fonnnfadigital signature is required to ensure integrity. All communications between the User and J.P. Morgan are secured using SSL protected sessions Basic Authentication / Single Sign-on |n order tu establish auouaioo. line User must supply a valid War |D and Password. T hiss validation io/n°nxgedby commercially available yinA|° sign-on uuihenticmt|nn software. Once m User sign-on is complete, entitlements arc, verified for each User. The User's J.P. Morgan ACCESS screen displays only functions and accounts, for 4Z) which ho air she has been entitled access. R&ASamx0(V Only certain functions within J.P. Morgan ACCESS will require, an additional level nfnenunty� Security Administrator functions and Transai initiation entitlements (i Transfer, ACH, and Liquidi1vmodulao),|nffiese cases, Hie User must use their GooudD device tv sign onarid release value hearing transactions, The SecurlD RSA token device is a small, hand-held device, that g0harates a six-cligit secunty code every 60 seconds. This is referred to as a "token code". For these User,,, the token code must be Supplied with their ID and Password at sign on and again at the point ot transaction release. SccurlID technology provides a high level Of SeGUrily by authenticating each user and digitally signing each transaction. All of this is done, without the need for locally installed software or hardware. Once a user has received their SecurlD device, the start-up process isqoioK arid easy. 'SeCUrID s a registered trademark or tradernack of RSA Security Inc. in the 'United States and/or o�ho,rounhiao. Administration The City's security administrators will maintain established authentication IDs and digrial signature authority, Additional users can he established and approved using the, online onh|enlenl feature. A4n standard practice, J.p. Morgan requires two security administrators tub° involved iouser metupuodmainienannek>he|pdien1ummixhainreenonab|eavUit"onkuls.Addbiona||&|foocuhty administrators are to have product functions, two other security administrators must prepare and approve the proclucl furiction entitlements. Security administrators cannot request or approve product functions (p,g_ cash reporting, wire initiation, eto.) for themselves unless anaulbo,iz*d company representative has signed aopyuim|waiver. One security administrator eatab|iohou users for accounts, services (ACHin||aHivn. wire ini1ia1iun balance ropo�iog.oicJ and funohono(toanoucdnniohio8inn.tronaacdunapproval, releaser ' reporting, e1G.), while a different security administrator approves the users for the accounts, servtces arid functions established by the first security administrator. PA(jn2^ 55A-40 U��� proposal for the ��ifyofSmn�a��na «�,��l��ornn All actions taken within the portal are date/time stamped and associated to the user who performed them, providing a complete audit trail, Encryption -S5L Traffic between the browser and J.P, Morgan systems in protected via 120'bit SET encryption. Traffic un internal networks in also protected- ,I df, /vv//u'x/'a'e"''zg//'n/'.�x)////// /m fo ./ov///;/nuoaa/"I/o�o/ umxco r,u,/uemo/o:o/,aoo/mo/,,�nc/,c/ooeo,/v8anm�'oox/*x///zn�°/�ceom'rm�xoxn/o*nn W/e( ome'ym,f, ycmsh Our Santa Ana branch, located at 1300 N� Main Street, is less than a mile away from City Hall, wv,mmn / ,//,� m w,*/ The City will recerve sarne-day ledger credit for any deposit made prior to established cutoff times. Cutoff Times for Same-Day Ledger Credit Same-day ledger credit is given to deposits received by the following cutoff times: Branch dopunitn - -Cutoffdnnnsfn,depnsits received "tbranches differ bylocation. Local branch maragernent will inform your local representative of all cutoff times during the initial set upo( your depository business. Los Angeles Vault -8:O0pm. local time " Electronic Check Deposits via |DD-7:00pm.PT Wire and ACH transactions are performed in real-time with funds received available for immediate investment. oe��,unmeaa/m�xenu�//,e,p//,m,m/x�/xc/uoaco�'n.� Ulf, M�xnx�/�e��xe�m�/�ewmo� (umo», uupuv//g)) xa,c,r VVu understand that each deposit is unique and that h may net always bo convenient tnorganize deposits ino set manner. Our ubiootivuisto remain flexible for the City. J.P.&1n,gmo'` currency and coin depository policies are outlined below, Currency J.P. Morgan does not require that cash be deposited in standard straps, however, we do provide price incentives based un how the deposit io prepared. J.P. Morgan provides a Cash Services Product Guide that clearly illustrates the most advantageous manner in which deposits may be propared.C|ientovvhomakohighquo|iiy.prnpedyprepareddnpusitsreoeivathemnm{ advantageous deposit processing p/ioing` Coin We accept loose and rolled coin for deposit at vault, banking center and night drop locations. Regular deposits can contain up to $5 in coin. We prefer that larger coin deposits (greater than $5) Uo\o our corporate vaults using the plastic bags specifically made tv accommodate large Gain deposits, The bags should weigh less than 5Opounds. There are price incentives for preparing standard coin bags (sorted hy denomination into Fed- standard dv||uramnunts).a!ihnughvvew/i||accoptmixudandpartia|baQuuovvo||. Pn$vu1 55A-41 Propomn|tor the CHym{ Santa Ana NTM tn Bags J.P. Morgan requires a tamper evident, Iwo-pciuch "cash and check" plastic security bag, with one pouch being re-sealable ond Ill other tarnp*r'ovidenL One side of the bag must be clear toverify the contents, and [he hag number must be bar-coded on tine OUISIde Of lhe bag. We also squire the rise oidiopoowh|*i coin bags for coin deposits greater than $5.0O. JR Moigan provides its dients witin access to our own deposit bag vendor at preferred client prices. We have inifterrienled a full-service progrann tot ordening, billing arid droid-shipping deli bags to, client locafions. Bags aray be ordered online at www,chasebags.cum Or by calfirig this vendor directly e|o66'458-8AGS(@58-458'2247)hnm5 00 am.{n4:00 p.ro.i Additionally, yaor treasury management officer or cliwit services officer can assist you it you have any questions. VVedo not require clients 10 use the bank's bags |fclionio choose to provide their own bags, our deposit bag specifications and standards of security, strength and durability must be met. Supply Fees Deposit hck*1a find o1hm supplies can bo ordered directly hnm.).P. Morgan, Deposit tickets, endomennen(siaropymnUdepoui,uryhmgteesanchond|odmsuoirecidebi|tnyouronnount,xxAi|e other depository supplies inay be charged through account analysis. Po�o22 55A-42 Proposal for the City of Sanla Ana JTMar an Bags J.P. Morgan levies no fees above those charged by the vendor. The cost of bags to clients is the same as that paid by J.P. Morgan branches and vaults. Monthly billing can be itemized by Location on your statement and billed directly to your account or charged to your credit card. Fees include the cost of the bag and standard delivery via UPS Ground. Only sales taxes are additional, where applicable. Prices depend on the size of bag ordered. ,., .. , , (a .,, .. � f J. ,.. v ,. 1, r. <•r f, n , cl , n :ur, ?p> yaw 0(' ^Ngji')Vvd is Yes. As a global leader in check processing, J -P. Morgan is commdtted to staying on the culling edge of product development and providing our clients with the latest innovations. As one of the largest providers of U.S. dollar check services, J.P. Morgan is at the forefront of Check 21 planning and execution. In September 2004, J.P Morgan became the first bank to conduct a live pilot of image exchange with another financial institution. Today, we offer both a remote capture and ACH clearing solution for eligible items. Image Deposit Direct fiDD) Image Deposit Direct (IDD) is our end -to -end hardware, software and processing solution for eliminating paper check payments at client locations, drop boxes, and internal retail and consumer lockboxes. Using IDD, The City of Santa Ana will have the ability to: (1) Scan checks (2) Securely store them at a Web- accessible archive (3) Convert checks into ACH transactions and submit the images to J.P. Morgan processing centers for deposit and clearing. Remote Deposit via IDD offers the City an opportunity to: Reduce costs and risks associated with the physical transportation of check items to depository institutions Potentially accelerate funds availability from consumer items clearing as ACH transactions Streamline the collection of returned checks, which results in lower returned check fees Streamline receivables workflow process to gain additional efficiencies Access extensive information reports and transaction detail online Collapse and consolidate multiple regional bank relationships, Consolidate check deposit business and reduce deposit, sweeps, and wires expenses Reduce bank procurement fees (IDD is a complete end- to-end hardware, software and processing sclution) Raw, 23.. 55A -43 Propnsm| for 1hw City cif San[foAnm JTMoruan In ,msw":v*/oew`o~wY'ome ^a III opt u,ii � ^m as*mwwo^ pv/~poa*ou"m^000A Irn (ucnyr /m'cliam,e, xcx xxc ,mm^|mmis"Icmm°« m*m/tw Cret 11ot, mMo*w ^ma:uw�,w`owcx^, /.^«r�ww,,Cxec,,m,"omu"om ool� " J I ov wvammm`«,mv ^wmmpd|' an, /mwu|u^vovmau �uxm^,/^v^o,um tit W f mx m | ( | PP oe��� Vd, �em*mu wm0��r4% � wn�noe,oup ^c"ew�n'o ! ^ mmm�w om,00m i wvxoonmvemxm, ����� �*/�umu�~s�n ^c»�,�,./epo,a~��x '«v�o«r"*�«� ^coa�`om coined, "mi^mo for �� vbv,v�.m f,hmjp^yt*mmeiru,m|t wo»*� /mo*,mrxoovP mom� be, ,n/�oo ^rx*tx^ux"a't'`h,eou,m twrkz/ onm,J'wi,uv" ao,eovueiom Remote Deposit Overview City paycpq Initiate the process by submitting payments via drop box (ernictied daily), office visit, u/U3.I(|uokhox) |o^pwmuo payments and person-not-present payments are endorsed and nun through tha scanner ^ Relevant user-defined remittance data is entered (o0° up 10 10 addhiuna| ho|do of ixfvnna8innuonfiAurab|etuuaohdont'srequi,emenin--aco*uotounob*r.ouaiomwrnmrno. e(oj " Acheckporoontndin-pmrnonisma*odoo1hoohockxoaonnibn,nooad.Thevo|dedchaukio handed back to q)e presenter, along wild a receipt validating their acceplance of this convo"uIon. Tho City 'oiaino another copy of the reoaipt, which has been signed by the consumer, (nrhwo years (in accordance with NASHAroqui,emon\o)L ^ The City lo||own the applicable dnovmmo|d^uinuo|ionpolicy: VVenes:urnmrndiho\ihe original paper checks bo destroyed after 14duyo� The Image repository holds the images for 13 months and is accessible via the infernet. 8emu can b� scanned, virtually encoded and uploaded nna24x7basis. IIDD Standard Account is credited on a same-day basis with availability assigned vIa the apy|ioob|o availability nrhodu|e IIDD with ACH — ARC-eligible checks and nonconveirtIldle checks are aggregated into a single deposit on next-day basis. ARC-eligible checks are available the next business morning, while the nonconvertible checks are available. based on the applicable availability sci-ecolis Pago24 ���� ��� �� �m�m� Pi loosat for the C'Hy^ cA Santa Ana .JT Mor( an An image quality analysis dOA) is performed on each item and includes tests for: dots per inch (DPI), document length, document height, missing corners, streaks, darkness, noise, brightness, contrast, focus, skew, integrity and MICR match. mages that fail the initial image quality test are deemed suspect. These items are manually reviewed to determine it the deficiency (e.g., too light, Palled contrast, unreadable signature, etc.) is within the guidelines of Check 21. We pass fie items back into the clearing process if the decision is yes, since these items have a high probability of acceptance at the paying bank. These items will incur an additional day of availability. Images that are unacceptable, nonconforming images (NCls) are entered into the deposit correction system. The City will receive an adjustment notice advice as you do now for paper deposit items. The City can then either rescan the item or submit the item via paper deposit. The data from the imaged checks are sent to J.P. Morgan for clearing optimization. Items drawn on image - exchangeable endpoints will be cleared via image exchange. Items drawn on non - image- enabled endpoirits wN be cleared via image replacement documents (il also known as substitute checks). Eligible items are cleared via ARC. J.P. Morgan employs some of the most advanced ACH- eligibility decision methodologies in the industry to decide the most effective means of clearing items. Zero Administrative Returns (ZAR); Nonfatal ACH returns will automatically be re- presented up to two times based on your account setup. Preemptive Processing Intelligence (PPI): Ineligible item database logic ensures clearing as a check via image exchange or IRD. Notification of Change (NOG): The NOC database enables repetitive payment processing edits to ensure ARC processing. Deposit adjustments and return items are handled the sarne as paper items, The City can use the existing current -day and prior -day balance and transaction reporting that we provide for paper cash letters. These reports can be accessed via our information reporting systems. Security Our Internet -based solution offers 128 -bit encryption and Secure Socket Layer (SSL) protocols with data encryption to keep your transactions secure. Administrative Control The City of Santa Ana may configure Image Deposit Direct specifically according to the City's needs. Set up users, define user IDs, passwords and assign /delete roles for staff scanning documents, Gast Differential This solution allows the City of Santa Ana to use an integrated capture system to improve their receivables management process. Image Deposit Direct (IDD) can be integrated with your accounts receivables system. Integration to back - office accounting systems its available to provide a seamless payment rapture system. IDD offers a significant cost reduction by utilizing electronic imaging verses paper check presentation. Savings will be evidenced on a per item basis with increased availability on items imaged. Additionally, the City of Santa Ana will reap soft savings that will help City ernployees reallocate time from processing and delivering deposits. P iglie Iii 55A -45 Proposal for the City of Santa stars .J PMor�an Availability for each item is determined by the drawee bank endpoint, the time the deposit is processed, the availability schedule (number of days and fractional, which are based on our image exchange and image replacement document (IRD) clearing strategy, outbound transportation routes and our extensive check-clearing dfrastructure) and possibly the dollar amount of the item in some markets. We are able to offer aggressive availability due to our extensive direct send network. Our high- speed processing equipment sorts the checks in your deposit by endpoint or drawee bank, eliminating the need for you to presort. Each check receives availability based on your assigned availability schedule and the time of deposit delivery. J.P. Morgan has invested well in excess of $100 million to enhance our image infrastructure and capabilities. In depositary services to make certain that we remain an industry leader. We are a leading industry provider of Check 21 electronic imaging sa0utiions, Therefore, we encourage the City to take advantage of our remote deposit options. Our primary remote deposit solution, Image Deposit Direct (IDD)�, is discussed above _. 'i„ Lib i - ri,„ ✓f, a ri ,Ui ,� '.0 . �,i1: ,!i i i " I We recommend the use of our Los Angeles Vault, located of 1929 West Pico Boulevard. Same -day ledger credit will be given to deposits received at the vault prior to 8:00 p.m PT. ,flc o- 4 i !i %„ 15r. i r'�t Ails,ehl it 1 rt Kr All discrepancies are identified. Our standard practice is to credit you for the dollar amount reflected on the deposit ticket or in the electronic file. If an adjustment is warranted once the deposit Vs verified, the adjustment amount will then be posted to your account. Cash and check adjustment notifications may be slightly diiterent, however each notification will outline the following data: account number, location number, deposit bag number, customer name and address, deposit date, credit date, verified date, declared deposit amount, verified deposit amount, adjustment amount, adjustment reason„ denomination breakdown, processiing location, processing teller ID number and the approver teller ID number. We internally manage adjustments below a predetermined sundry amount without pasting the corrected entries (and related fees) to your account. Branch deposits — all cash discrepancies are posted to your account Check deposits Chase Quick Deposit I linage Cash Letter (ICI..) — not applicable as deposit must balance to be processed Paper un- encoded checks discrepancies less than $110.00 are written off Paper pre - encoded checks —, discrepancies less than $50.00 are written off Vault deposits all cash discrepancies less than $2.00 are written off Documentation The City will receive adjustment notificationsladvices via US, mail. Adjustment advices will be malted within one business day of verification. Page i"i 55A -46 proposal trtr tide C ify of Manta Aiwa JYMorill The vault also offers the following notification options to supplement the paper advice: E-mail - - -- next -day notification for all deposits and adjustments processed during the prior processing day Fax — next -day notification for all deposits and adjustments processed during the prior processing day Phone -- richfication by noon the following day for all adjustments greater the $100 Receipt Mailer -- mailed next -day for all deposits, adjustments and change orders processed during the prior processing day The adjustment will also post to electronic information reporting and the bank statement as a cash credit or debit adjustment with the dollar amount, store location number, original deposit amount, original deposit date, processing vault ID and an adjustment reason. .I (", .' J ( , ' io ) . ;6, wil w , A di i t rfl I;J Li11Li ?}' 1 ' -.r: , ' r�, , s' '"ly.. u, �• „h' ,r3 „nr , dLe f„ 'J %Ib I.i vr7N fu i. I -drh L' nn J. P. Morgan rnainta,ins a comprehensive database that details your return item handling instructions. During the check clearing process, deposited checks imay be returned by the paying bank for a number of reasons, including nonsutficient funds (NSF), uncollected funds, stop payment, account closed, etc. Most returned items are routed through the Federal Reserve System to our regional return processing areas. After processing your return items per your handling instructions, the returns system will generate a debit to your designated demand deposit account (DDA). The actual return items are matched to a return item advice and mailed to you via First Glass U.S. mail to the DDA statement address. The return advice lists the dollar amount and the reason for return for each item. Items being re- deposited are assigned availability and re- entered into the clearing system, Typically, re- deposits are not posted to your DDA nor do they appear on the return item advice. J.P. Morgan can provide a variety of optional services for handling return items to meet your needs. Return Item Advice Options Advices are generated throughout the day and are sent to you via First Class U.S. mail. They also contain the actual return items. The advices contain the following information: processing date (debit date), advice number, deposit account bank number, deposit account number, alternate chargeleack account bank number (if applicable)" store /location /lockbox number (if applicable), dollar amount of each return, return reason for each return, maker name for each return (if applicable), internal bank sequence number for each return and total debit amount for the advice. We offer following advice options: Standard Advice The standard advice lists up to eight returned checks. It location (store or lockbox) processing is requested, advices are produced by location. If "maker name" has been requested, the maker's name (first 'initial and last name) will be included on the advice. IF'age tt'A 55A -47 Prolaosalll lwnr @tm City of Santa Arun > �i�uond, ��rWvmV rld/iilanrU6�G�in�li0��rod�� Ir,ron��/�i.�;lva"ia Nu,,�w i , 1 1 �i / ,i JPM'urgar, Cha.aa S.nk, N . A.. JYMorgan t REASON SEQ d ITEM MOUNT Cash (Letter Advice — this advice will list all return checks processed during the current cycle. Multiple. advices may be created during they processing day. Extended Data Advice it extended data is keyed, additional fields appear on advice. Single item advice — each return appears on a single advice. Return horn Posting Options Single Item Posting - -- each return is posted Individually your account. Advice -Level Posting - - -- the account is debited at the advice level. End -of -Day Posting - - -- all returns for the days processing are posted as a lump stem to the account. Centralized Returns Returns can he consolidated from mulltilple depository banks into one central account at J.P. Morgan. Checks are endorsed with a unique routing and transit number, which directs the paying bank to direct returns to J.P. Morgan, regardless of the bank of first deposit. Return debits, data and Information reporting is centralized into a single account. All other check return services identified in this section can be used with centralized returns. Eligible checks returned for the first tirne can kre automatically re- deposited. J,P. Morgan can redeposit all returned checks, only checks under a certain dollar amount, or only checks greater than or equal to a certain dollar amount. Collection float for the re- deposited items will post to your account. Redeposit Posting✓Notitication J.P. Morgan offers three options: I . The redep'osit does not appear on either advice or post to your account. P�I(jo 28 55A -48 Prmpnsa| for t lip City ofSanta An':� JTMorii 2, The /odopoyit appears uw advice and posts au debit and credit to your account 3. The /odopnVit appears uo return item advice but does not post to your account Re-presentment via ACH UCC guilddines specify that the redepcsit of a paper item May occur only once. J.P &4u,guo'o Re-presented Check (RCK) service allows up\utwmre-deposits of eligible force. Ro'doAoxi|on`ay0000rnn*iinnotypup°/unduoo1herhyACH.u|v|u1woACHpneoen|ments with no paper radepoait The GAy of Santa Ana will be able to choose the date of the first ACH debit (e.g., art the next buninesoday.^^0epii"ovmboro(dayoinihofuturo[upin30dmyx].axpo*iUcdayufth:muoflh [such au the 1n1or151h]ur the end uf thernni The ACt I processing unit will set up the ACH file and send out the ACH debits for processing on your behalfr If there are any items that are not paid through the ACH presentments, ACH will debit your account and wilt nctih' you oi those items. Online Reporting AU/oturndeb|tuareavai|ublou«Une.v|mJ.P. Morgan ACCESS. The data mvai|ob|e will depend un the posting option (single item or|urop SUM) selected by the City. Current Day Periodically throughout the day, We Will update your available balances to reflect the return and oo-dopooiiod items that wo have processed Your available balance will b* reduced 10 account for the end-of-day posting of returned items and for redeposit floal, Each item will be a reportable transaction and will contain summary information (transaction type, check nun`be, and dollar amount). Please! note that our Returns Units wiI0 process all ferins received during the day Therefore, sorne items may not be processed until after your business day is over. Prwr Day Those reports are typically available by <l00 eurn. PT. Single-Itern posting data will include tho dollar amount the return reason and, if enabled, the store/location number and the maker name. The following data, if available, will also be included: the check nUrnber, the original deposit amount and the ohqma| deposit date. Lump-sum posting data will include the dollar amount, the o1ora/ooaUun number (it aoab|ed), the advice number and the number /di terns that are iodododio the dobh� Prior-day returns data are also available via a BAI transmission. TP Morgan offers autornated coin and currency ordering services (charge order services). You may request change orders as the need for coin and currency arises or establish a standing ordof via the telephone using our voice response unit (VRUh or through the Internet, These options are available throughall od our vaults and branch network. As-needed change orders can b* setup 24 hours a day, seven days a week and tip k/14 days k advance of the requested delivery date. We guarantee that orders placed prior to 1:00 p.m. local time will be available for armored carrier pickup by the end of the business day in the, vaults or ready for pickup the following morning u1 the specified branch. rago29 55A-49 Proposal fo,r thmClty of Santa Ana l[�������{�����«� � ][��� u ^ m ���u Aatonding order iwan established, ne bell live order that is prepared for a predetermined amount and delivered an predetermined delivery days (e.g , every Monday and Thursday) The amounts may vary hy delivery day, and orders can bm delivered daily Sunday !hrou0h Saturday subject to armored courier service restrictions. Depending on your company's needs, you can use one or a combination of both, nf these types uforders. Change orders will only be released to an approved arnriored carrier if they are picked up at one of our vaults. You, tnust contract with a local armored carrier to act as your agent to transport your change orders. You will need to notify J.P Morgan "/ the specific armored carrier you m/i|| use for each of your locations. Change-order delivery is basedl on armored carrier commitments and is typically scheduled for the following day nr within two pr three days from when the change order was picked Lip mt our vau|1. Security begins with JP. Morgan issuing the City two unique, confidential $yaternaccess numbers for each nf your locations Access numbers should be kept ina secure place arid should bwrav*m|od only io authorized associates w/|thin your organization When needed, you can charge existing access numbers by contacting your client services officer. We also establish daily order limits both at the relationship and location level based on your credit risk rating Finally, we designed our blind-order-filling procedures to provide timeliness and accuracy in a highly controlled environment. The total amount of your change order processed through our automated system is debited from Your aCCOUrt at J P. Morgan on the day the order is provided to your armored carrier or the day before the scheduled branch pickup All fees related 10 the change order are NUed through our account analysis system f70,10� flnd,7he(Jdy/e('uveu/hm6oxh/nah/�amnmsep*/nft,ft)ndofvu/xx/ry/n[h0*,n�wn�oy Ax poo,er*qu//emmnm.wh/chis Wbpovo//ah/*vn ono t�/hnu/000�61Thp,�/(orf 0h,0/be �n /M /eNoo *//hoe/o/of,"x4Y^�j O/wconun( �, upon nr�Uc«of,hwCdyoyJhi/n�n�o�ed/equ//�m�x� JP Morgan will be able to provide a safe deposit box at a branch for the City of Santa Aria's flash fund. This Safe Deposit box can be utilized t" hold the cash bundles that have been described by the City. Two authorized personnel from the Santa Ana police department would have the ability \* access this safe deposit box for emergency situations J.P Morgan employees m/|||allow the personnel tn access the area where the safe deposit boxes are held for easy withdrawal bkntify��ts ki the O(V /al O/nyrngm)n There |a no, cost to the City for this program. Page 30 ���� �������� � P/wp*m*|fo/IheCbyc1GuntoAna � �� �.��1��.Or(ran Yns, TheFondo Transfer |miiolmn and RepaninA Module o|JP k&nrgan ACCESS oMo/s tire UexioU8y ofpuym~niini1iulioo Via Ole |rdurnmi, along with amu|i|myerououh{ysyo\nmtuprotect the privacy and outhentici\yof users, data arid |rmnoac1mnn. The J ransacroii Initiation inDdule of J.P Morgan ACCESS will allow �he City to: Create US Dollar and irriulticuirency paymont transactions using predefined irepelifive,) and hon torrn/nrmo\o for accounts atJ.P Morgan (arid other financier ms1i$/uono) |ohiutotrano(omuptu15buaioeoudayop/kn|othweVectivodatpwiihtheFuto,e-Da1e oapaN|ily Enter Fednlra. book |u^osfe/ and CHIPS p°y/voniinn\ruc\iono and dravvdovvoo through a oingl000r000 lmpon paonac6000 Iii City xncnuniing,yn\emsumng the Wire |noporlFaoiMy trial auppn8o cornrnm-delmi1od files for otroam|medirAegra|iun Create check anddsdfpaymontm Generate Urav«dn+vn!:unio0nin*tp.e-ou<ab||ohodaocouv& E»\ab|iohF0rmignnx�hnn8noxtUcrncnt'S System Controls User entjflernentu are established by the City s SYMBFri Admirrisiraturs. Users r-nay he authorized to add, modify, cle|etp, approve aird/or release W11re fiarisactions, User enfillements can everi differ for napo,ir\ivovn ion- repetitive transactions. These feuturea enable fihe City inhalanco\ho desi,ode8ioienuyagainxf the deu|,edxuokuk; for w process that n»ooihooUyoomsiio your policies and opu'utiuoa|needo Poqeu ���� ��� �� ��U Plolocisal for the City of Santa Ana JTMorcyan In Transactions can be entered as either freeform or repetitive lines. For freeform transactions, all beneficiary and bank routing information must be entered each time. Repetitive Imes contain the complete banking information and beneficiary name and only the payment amount and value date need to be entered. There are two types of repetitive lines, bank verified and customer verified. Bank verified lines are established on the bank's back office system. Typically these can be. established in 24 hours or less. The control benefit of bank transfers is that no changes can be made, to the bank routing information. Customer verified transactions are different in that past transaction routing Information is saved, but it can be altered. A customer verified line is lust a saved 'freeform' transaction. Separate controls and dollar thresholds can be established for control purposes when granting user privileges to tailor the user rights consistent with good internal control procedures. .,t f,i ( 'i,'l i,l it )fl 1 .e e ., ?oWw,,"', rte. In the unlikely event of a failed wire transfer, our service staff will contact you immediately to discuss the transaction. The City may send issue files via the Internet or direct transmission. Internet -Based Positive Pay As part of a complete range of disbursement services available through our web -based reconciliation system, Payables Web Services (PWS), J.P. Morgan offers Internet -based Positive Pay Services. Accessible using the J.P. Morgan ACCESS portal, the PWS Positive Pay Exception Processing module will allow the City to send positive pay issues files via the Internet. Using standard browser software, this Internet delivery channel provides a foundation for secure, automated and traceable communications between the City and J.P. Morgan. File Transmission Issue data can be simply and flexibly supplied to J.P. Morgan via file transmission, uploaded to PWS, or manually keyed into PWS. If the City opts to send issue files via direct transmission, we recommend reviewing the transmission specifications provided in Appendix 5. Technical Support The City of Santa Ana's primary contact will be Georgina Gomez, the City's dedicated Client Service Professional (CSP), is available during standard business hours at 520- 878 -2318. Our Treasury Services Solution Center's hours of operation are from 5:00 a.m. PT to 5:'00 p.m. PT. n[. a fd 11 I01i1F j , ., I rt J.P. Morgan offers one of the most complete Positive Pay solutions in the industry. Our Positive pay suite of services examines and addresses each component of the check presentment process. Pay,nerrr Verification — Provides protection against altered, counterfeit or unauthorized checks. Only those items listed by the City will be paid "Push " Technology — Provides daily notification of any exception items online, leaving the City free to manage other business activities Payee Name Verification - Reduces the risk of payee Mine alterations P a q r•.:i':7 55A -52 Prnpmom|fn,flherC8y*f Santa Ana ��0� �,��1��organ " Te0or Nip PooOve Pay ' provides protection before enumahman1ak the teller fine. Within one hour rif recelful of the City's issue ii1c, we will update our teller nssyn1om: When aohpckinp|eonn<ed for payment aiuChuoo teller window, the teller oyslero d~1rrrniveuthv validity nf the check issue prior |opuymant tomn not h/undasma1oh|nq open *okieauo the issue file will b`dumedLnoaoAmoot. -1 he City of Sania Ana will transmit derns issiried against a disbursemeiM aerOUnt to JI P Mnrgun, electronically. We will process the daily checks paid intwirtalion against yoLir input file and guoora\oanoxcophnnn,pnrtide"|i|y|oAu||itamuthu1mreethwrpaidvvilhnuAiosuon,�ai|tnnlainh thr information included in the issue file, The City may opt to include payee narne infornriallOr within lhe ssue file. Our advanced lochnn|^8ycuropu/aothenmn"eon1ho(ucaofihw:hed,ivihepmynonurnennUetoident8y exception |lemufy/ your /eview, �myeeverUh�o\�on YOU R CUSTOMER PAY ORDER OF VIM .MU �7 An�*.: oo�knu-,aise�1- kumuu^ Trmdi i(,�f I �u�it\v�, j�aV m|�Kvp/1 ( «aum/<o/ , ''urxuo/� // � ^�oouoou��v� While Positive Pay matches the MICR information of a presented check to the i*sue file Payee Vo'ifioatiuo\akoafheaddiUonu|uippodvulida:nytha$1hepayownamo/na1chon<heinuueNe payee information. Our Payee narne neview digitally inidi rogates up to 100 rharscters of payee, naine and also, looks for altLratiors Or additions above, doIOW, 01' to the right Of tilde Payee oaITIE Vial would charige the payee dentifivation, Vismalched iterns are visoally evaluated oehrnioate d|gita|in\orrnQcKhnruodingor/omandLhonmnn1inihodai|ypoah|voPay°xcmphvorepvVinBfvr depoinning, JP K4o'Ooo will review (o"/ob)Uai|y exceptions k/pnev»n1.nionod|ngo|dnUmrmmourtoorcheck numbers. Each (lay �e will deliver an e-mail notice indicating, whelher or nof there are exceldions for roviav, and i.leciwnning An embedded URLwKhin the e-moi|nodcewi|| provide, the City w/th quick and easy auuauytn the J.P. Morgan ACCESS |oOun screen, which serves ano portal 1oVhe Payublou Web Semicex(PVVS)Pvuiive Pay exception module. Front here, au|hnnze0 risers will he able |o review exception de1aieIffihmswoc|a8ad check images and make. pay/no pay decisions, on|nm. Pugw33 ���� ��� �� ���� P/op*na| for (he Ci|vofSar8aAim ������)�~K��iK� ~'"~,^�~`°~�7~~^~ XY2 COMPANY NEW YORX, kFW YORK SAMPLE VOHD wm/ r «",o/y":^ T lie CHly vvHll be made aware M any exce.ption illems, online by 8:001 a.m. FF. tho day loilowHing prasnnVnenL Prim to, Vie 1 00 p in, PT dpcjsion deadfine, the City vv[ll have Oie opportunity to revic,* any exception tems and ddermine, whotheu they should bp paid or telurned. ���� ��� �� ��m� Deg Type T lie CHly vvHll be made aware M any exce.ption illems, online by 8:001 a.m. FF. tho day loilowHing prasnnVnenL Prim to, Vie 1 00 p in, PT dpcjsion deadfine, the City vv[ll have Oie opportunity to revic,* any exception tems and ddermine, whotheu they should bp paid or telurned. ���� ��� �� ��m� Prnposa|,pr the Cbyo4 Santa Ana JK'Mor(ya0 AcOiarized users will simply click on the check number of each lem [a view lront Wid back clipck imugeo.on|octinU1hopayo/nnurnbuttonforaachi8*ron.ae|euiin8th*pmyaUnrr*\o,naU bu8on* The Cily will rece ive onfine confirmations indicating successful submissions. These, confirmations can ile saved electronically or printed for filhUre rpfaierice. No special software will bo needed |o'this [uo^tiona|ity JP�W1orqan retains phyoicauhaoko for 8O days hchore they are dostnoyed.keoouun: stored in house for three (3) to live (5) days, depending on the site, Find flien sent all site With the growth of li-nage. Replacement DOCUments and mage exchange, the payor bank no longer always 'e(oivwo1heo/igina| check back. jP Morgan receives over 85%Ofourinc\*arinbu as electronic files so few original &)ecks orimage repaicerueril doCUMentS are available for JR Morgan to store. I he bank raisins efectranic copies of paid forns for seven (7) years. Online Images mfPaid Items Your primary nform,ginn-repndin8 system, J.P Mo,ganACCES5.non/es ayopoAu| into aweb based roxnnn|ia1iuo tool 'Poyab|eo Web Services (i Pxg��S ���� ��� �� ��� PropummU�urtheC|tyof SaotaAno 8��� ������ ��^��1�/�`,v ���� In � Check inquiry features enable arrilhorizPcI users to Re1ievoimageucd paid ohnoKs |o4ui,euv|hodatuoo|^oi individual or range o!checks Place ard 'cvolke slop payments Cli images, are available, the day after the cireck is presented and mored tor seven (7) years. |n older k/ establish oJLF! Morgan ACCE8S session, authorized users oouS4 Supply o valid User D and Password. This validation is managed by commercially available single sign-on *oihonhcmhoonn#wmre. Once a User oiqvrnnin complete, on|iVornontsaro verified for 000hUno,, The User sJyh1nrgan ACCESS ^croenViopIayv only fvnc\ions and xncv"n�s tor which heCyr she has been approved P|o*^vrrfm,1v1h*pricing portion vf this /n,�yvnov for nnyinb/,mo1onpoAmloi^g\000M o,lees. Y0n IR Morgan has piovideU controlled disbu/yomonix°mireo{or Mots than SVynaro�CurnenUyvvo are the secrand largest nsirdrnJlerj disbursement product provider, maintaining relationships rAith app/ux|ma1elyO,9UOuuu/omx,u arid 15,UD0accounts Puyens ���� ������d� �� mo^ NO, CASH� o,w,VAK�19W VOA^^^ 111°"r.G61 ^,��u. Check inquiry features enable arrilhorizPcI users to Re1ievoimageucd paid ohnoKs |o4ui,euv|hodatuoo|^oi individual or range o!checks Place ard 'cvolke slop payments Cli images, are available, the day after the cireck is presented and mored tor seven (7) years. |n older k/ establish oJLF! Morgan ACCE8S session, authorized users oouS4 Supply o valid User D and Password. This validation is managed by commercially available single sign-on *oihonhcmhoonn#wmre. Once a User oiqvrnnin complete, on|iVornontsaro verified for 000hUno,, The User sJyh1nrgan ACCESS ^croenViopIayv only fvnc\ions and xncv"n�s tor which heCyr she has been approved P|o*^vrrfm,1v1h*pricing portion vf this /n,�yvnov for nnyinb/,mo1onpoAmloi^g\000M o,lees. Y0n IR Morgan has piovideU controlled disbu/yomonix°mireo{or Mots than SVynaro�CurnenUyvvo are the secrand largest nsirdrnJlerj disbursement product provider, maintaining relationships rAith app/ux|ma1elyO,9UOuuu/omx,u arid 15,UD0accounts Puyens ���� ������d� �� Prngazrsaf for tfae City of (:;tarots Sfmt;Cre .JTMorga(n Designed to maximize funds availability, our contrailed disbursement services help to control this flow of checks through the banking systern in order to best meet your funds management and investment needs. The City is notified of daily clearings via two (2) daily presentments - an interim notit'ication at First Presentment and a final notification at Final Presentment. Within minutes of receiving Bearing information from the Fed, we deliver presentment totals online. Our controlled disbursement services allow the City to: Cain early knowledge of disbursement totals for capitalizing on loan or investment opportunities Maximize control over daily cash position with same -day, early - morning notification Minimize your exposure to check fraud with the most advanced fraud prevention and technology available Harness the power of our sulte of disbursement services to manage your accounts and improve your cash position Location The processing and capture of the physical items is performed by our Circteville check processing center in Columbus, OH. The posting of the 'items occurs In our centralized Virtual Processing Center, Reporting Times Designed to maximize funds availability, our controlled disbursement services help to control the Plow of checks through the banking system on order to best meet your funds management and investment needs. The City is notified of daily clearings via two (2) daily presentments - an interim notification at First Presentment and a final notification at Final Presentment. First presentment 5:30 a.m. PT Second presentment 7'.00 a.m. PT r ,.,,f , ( ,i ur,,- yes. Within minutes of receiving clearing information from the Fed, we deliver presentment totals online, 55A -57 Proposal for the, Cityof Santa Ana KPM C,Igh kepollmc Cm^/*us*ipommwR.Pw" e"mo^°^uow'oxvv"v� ^°^/noF, ,p"°«"* �+ ry", ^" " °— In**I OW ``M1*ouvmp^'ovw,p*"�*muwp*m �ur*^~°~�""�°"..^,~"�^~p°*"�°`oom aaeel_ y.umxc o.c,x�omao��uucc x^�W`�uau, V ^,I fzpocoI rucw rowmwaocuwmemE,w^5o,"v w, uAmcoog!� D17 40*,11°.10104mm `1 soo ^ �u �pzo �m �m .yom 7 500 00 Daiyirdu,oa|mn,epo8inOivavailable, viaJ.P. Morgan ACCESS. CnrdrWlndUISbumnnxeN Funding Rupor--int~run and Unu|deuhnUWtab for tor&oXled dinbursomenisi\an unV accounts. bu!h Summary and dolai|e0xhock |iv\iogo are available. (U3 ,haxnd accounts nn|y)� Cuntru|ed Dbbumemi High Order Prefix (HOP) Rnport -- provides the aomc clearing Mal', fOL)Iid on the lunrling report but also includes lii tolals at a division level Yes Mir oui/en[oun\ro||eddiobu'oompniservices no|odo. and mrotomp*iiW"wi1h.ar,ount reconciliation and pvoNvepay , v/."/�m `mx`"', w/' //o`'`no "m'x'.//v,00x,vmo/�` The City's second and final presentment will onnur prior �o7()Oa.mPT. Pkeaoe rotor |u Appendix 4 for u copy of our IP Morgan ACCESS sample reports Please refer to the pricing comporbent M this response for any informatim pertaining to cost or /wos T-he City will �sue instnjc\ions at implementation to handle the processing of stale-dated ilerns� VY^ will store ihnueioul/uodunu and refer book k/tharo,uuneeded. ���� ��� ���8 ploposo� for 111i Cill of Santa Ana JYM� WP make the stop payment process easy, maintaining two primary options IOT the City of Santa Ana 10 issue requests. Qnlin�via J.^\ Morgan ACCESS I ho City wi0b" able tu initiate arid rvvuke stop payment requests onin8j.P Morgan ACCESS. Online stop payments are completed inrea|-tinoa. �------ r�^^^~.�^,°,°.�jm2umP ^mmow" � '~ —ccJ Telephone Your Dedicated Client Service Professional (CSP) The City may opt to ssue stop payment reqnests via tolephone to your dedicated CSi Georgina 8nr:oz.Thorosab available du,ingxo,mml business home u1520'078'2318 Whether periorMed online or via telephoned request to your GSP, stop payments adhere to UCC regulations, reonuinio effect |nr one (1) year and are renewable for six (6)yoar& Yes, A Stop payment can b* cancelled or) the same day ISoumd. �m/m�,ou�vv,nn/��ympo Stop payments rnudbe placed byb:0OPm PTtotalkeeifer that day for checks being paid through the c|awhn9oyrionn Stop payments placed electronically via Payah|** Web 8en/icn*are eff eciiive within Chase, branches within one hour, It a stop is placed and the check is cashed the bank will research the timing arid work with me City of Santa Ana or) a resolution J.P.&1v/Aoo'swilandardFu|AocountHaonnci|m|konaodPosNvaPaysoni*e*n&}i|uuorubhi1D excepiiooi|omn dally to, correct encoding errors and only report those exception |1*mswoare, unable, to repair and/or do, not have an issue no file ayexceptions, ���� �������� � Propcma| tor 1heOtyo(GanilwAna K�N� ����� �� ��1xyK��u - �^`^^ lit fraud m suspected on a J.P. Morgan account, fhe City will be sent documentation (Frzax:! Packet) that wilt iwedt*oomp|e1od and ,o\vrnod. Your Relationship &1anago/.AmyRuiz handles nvn,d'uto caused by(undixghai|uoau She mil act diligenfly to conlact and work with you to help onsure the account is processed appropriately. Jf Margan diarges for the use of daily uncollected funds by applying a vaiiable ovendrah ralcl Avg. Negative Collected Bal x OD Rile x Actual Days in Cycle t Days in Year NrAohvr Collected iFee Additionally, a daily occurrence fee of $50 is assessed on a per-occurience basis. These fees may Vo offset hy Earnings Credit Allowance. /o�o^//c,ro//�y,o//,,� The City of Santa Ana's omploymen will boable to request the au1uma8iu electronic payments 10 their designated checking or savings accounts via .J.P. Morgan's eleCtIrDue funds liansfer sysern ChnrQedin Oil y'u designated account Fit J.P. Morgan onihr same buoinuxu day, Oh~fiuiu processod*ith|hotn1a|amnvntpnide|odroni,oUyt*ih^*nnp|oyomv'designai°400covnt normally w/i|hio two (2)n/1h/on(3) business days mhorsubmission. J.P. Morgan can warehouse ACH direct deposit transactions for upto90days Fries will hm processed and transactions w/iUpoMusof the setUm/npnL date designated per transaction ���� ��� �� ���� Proposal for fie City of Santa Ana JPMororan We can accept PPi7 payroll files for next day credits, However, for erployees to receive funds as available balances for withdrawals at ATMs on payday, the City must deliver the tole to J.P. Morgan no later than 7:00 p.m. PT two (2) business days prior to the settlement date. For example, for employees to receive funds as available balances on Friday, the City must deliver the file to J.P. Morgan no later than 7:00 p.m. PT on Wednesday. This allows the bile to be processed in the earliest ACH processing cycle so that the receiving depository financial institutions can post the credits to the employees' accounts by open of business on Friday. Pre - notes are no longer required. It is the originators choice as to whether pre-notifications are necessary. However, J.P. Morgan recommends use of pre notifications if the City has time to respond to correnons or errors generated by a notification of change on the pre - notification and correct the information prior to the first payment. J.P. Morgan recommends that pre -notes be originated at least six banking days prior to live - doilar origination but can accommodate any timing scenario. , � 11 rl, " Notification of change and returned Item advises can be transmitted to the City via CPU to CPU, rroainframe to fax and mainframe to PC. Advises can also be retrieved using the J.P. Morgan ACCESS Information Reporting module,. The Information will be available for the, City's use on posting day. The City may also opt to use eServe for ACH. eServe provides a search feature tot review of return items. E -mail notification of returns, notifications of change and redeposits will are also available. Return files will be available for the client shortly after the open of business, Monday through Friday. The information available includes the original date of settlement and the return date„ as well as the return reason code and any information included with the original transactions, such as a client idenfiifier. .. , , , , 11 .�.. r r f''( ) l, iI .,:1 q1 r,f;I,I li7I It' Using any number of industry standard applications, the City will be able to create a transaction file in standard NACHA format. The City will simply transmit the file to J.P. Morgan through a. common protocadl such as F'TP, Transmissions will be encrypted and sent to J.P. Morgan for finial ACH processing. Once raceivod, J.P. Morgan has automated tile- scheduling packages to help ensure data is not lost, and file edit checks to identify potential duplicate tiles. J.P. Morgan wrlll provide a transaction journal within two hours of receipt of the ACH file initiation transmission. Item Count and dollar amount will he included in the acknowledgement. J.P. Morgan will maintain an Internet facing FTP server with a "drop box" directory on the server for the City. The server will be mirrored for disaster recovery. For data inbound to J.P. Morgan, the City will have the ability to push the data files to the directory. The City will maintain responsibility for initialing the FTP session to push and pull data files. .., , f,( '.1,, , f , , . el I f I . Yes. Chase at Work provides City of Santa Ana employees with a robust package of desirable benefits at no cost to the City. It is another way to help the City attract and retain high - quality, motivated employees. Page X91 55A -61 Puopmum|Yu/thw(;|{ycd Santa Arm ���� �oan �� "���1�& � A corripTehensive financial progrann, Chase at Work will provide City employees with a corrrp�ele financial nn|v|ionhy bundling ,v/m| products and services with financial oduomtinn. The Chase a1 Work program is available to employees who have direct deposit of payrolIl o,r other payments fhroughJR Morgan accounts. Your payday just got even better vv�|ce,,uo`a�r�.vvm� cmt mow,rvo o* _---- o=.m, rIn uoma��v. ' x�zuumw I All, ' ^`u'° Outlined below are somp of the features available to Chase at Work parbcipants: Free financial pnofiUe Free full service cracking account *i1hdinecl doyositmndfreefi/u\u/de/of5Uchecku Payroll ca/d* for direct deposit for employees who do not quality for park accounts Numinimuro balance requirements, &O needed tn open ac»ouol ` Unlimited check wrd|o�j arid unlimited 1P Morgan ATM usage " Unlimited transactions with Ilia Visa check card from J.P. Morgan 1hai works mywoATM arid oheoKcard ���� ��� �� ���� 10.4 off Safe Deposit Box Free online bunmng/ Free 0n|inoBill Pay and Free. Phnno Bank 24 lours A Day Installment loan discount 25"/.w4h ^uiunxalvc payment— Equity LinoofCnudi1:fioJymm,annvol teawmlved^^ Nn Closing Cost uo1o< Lon Horner Equity Loan~' J.P. Morgan Foreign ATM fees waived twice monthly Pugw^2 tot ttio City of Santa Ana �� ��� � . w �w=� m, ;moy ,n/ex,�o�*wm/mxpnv.noxm'noor//u�m�rn�ps� 'o�/m//,wm�vuoxmm/aa`uon.p*uo J.P. Morgan afters Iwo options for initiating tax payments. raxPoymont Swrwicesil TIPS allows clients using arnuch-\000 telephone n, Internet browser tu pay Federal, state arid municipal business tax payn,eotuelectronically, 8y accessing the Web n/ making a phone call and following simple voice prompts, clients can avoid the time consuming process o{completing forms, writing checks and making unnecessary visits to the banking center, In addition TPS allows clients to be, fully compliant with government mandates for electronic filing without giving thm government access 10 their account numbers n,funds. J.P. Morgan ACCESS ACH J.P. Morgan ACCESS offers comprehensive ACHfunctionality, Including: Electronic Federal Tax Payments (U*nenc format also avmi|ab|*> State tax payments (generc format also available) Payroll transactions J.P. Morgan account funding Cash Concentration and Cash Disbursement xCH investigations (inifia<ion and mnnrtnring) ACH reversals and reclarrations Vendor payments Oooaum*' credits and debits Access receiving bank information ACH|mpo8& Validation feature supports no|omn,odonnnma'da|imhnd,tab'do|imknd,arid One Or two day settlement from single or multiple accounts may be established, based Oil the &CH transaction types selected when creating abatch. Process Thn1P.MnrQaoACCESSACHmuJu|eisin\eAudedvvitha(uUoump|enoan1of/nde/a|un6u|aAy tax templates that are accessed initially through the Internet and then available to access as needed in real iime. Templates are updated online in conjunction with changes made bytaxing authorities. JP. Morgan ACCESS ACH also offers generic tax tmnop|okau. ( I^,o ,*nI 'x :" , , , n, mo,, I^x,^,o�,vom,e,u/», ' Yes. Internet The jP. Morgan ACCESS ACMmodule is integrated with a full complement cV federal and state tax templates that are accessed initially through the Internet and then available tu access us needed in real time. Templates are updated online in conjunction with changes made by taxing authorities, J.P. Morgan ACCESS AOM also offers generic tax 1erop|adot. Phone Tax Payment Services (TPS) allows clients using a touch-tone telephone or Intern et browser to puyFodnnu|^o1aioondrnuninipa|bunineootaxpayn`aolan|ac\/onicaUy.Ryaccesxing\heVVubnr Pago 43 ���d�� ���-63 Proposal fop the City of Santa Ants ,.J.d' Morgan making a phone call and fallowing simple voice prompts, clients can avoid the time - consuming process of completing forms, writing checks and making unnecessary visits to the banking center. to addition, TIPS allows clients to be fully compliant with government mandates for electronic filing without giving the government access to their account numbers or funds. ,r , (r, , rfr r , f , ,k .� ='r;. r ✓ r ?'r J,, rnd,,y 1, 1 V", Ea „r f ;J ,Jl J,f ', „n �J If <. I,f ?,f 1; I 'v, 1 1 ,rrf ( ,., ff fw, J.P. Morgan will work with the City to resolve any situation where a Bank System failure caused the City to absorb penalties and interest. In the rare cases that this would occur, J.P. Morgan would cover the City for these losses. ,V /,, tlOf;; Ur, r,flrrF.s„(- n,r'(;o,,n .ar. Isf.1 f,frr riff ,. {^ ur �f�Iry r' f rt rJf nr ^A Gur ,f, I uH R t I f I ft .If f ,r4l.If, "f, I '-f f`• I , q1 • fl« N,f Wrr? J.P. Morgan's cutoff times for customer initiation of ACH transactions by input method for day cycle, night cycle and same day book transfers are shown in the table below. Touch -tone phone (cash concentration) 3:00 p.m. PT 3:00 p.m. PT 9:00 p.m. PT Terminal (cash 3:00 p.m. PT 3:00 p.m. PT 3:00 p.m. PT concentration) PC (client/channel access 6:00 p.m. PT 6:00 p,m. PT 6:00 p.m. PT solutions) Direct Transmission _ 7:00 p.m. PT 7:00 p m. PT ._7! 00 p.m. PT Yes. Same —stay transfers are permissible if instructions are received prior to the applicable deadlines listed above. rfI k If 1, rYr 1 4f” -[f ft'! f. ffile 1 iir.rin ';9 of uu fi0'Ju,J if” Ili, ,esf r i fiIif f ,I( rrl -lI /I a I °=U' Using any number of industry standard applications, the City will be able to create a'transac'tion file in standard NACHA format. The City will simply transmit the file to J.P. Morgan through a common protocol such as FTP. Transmissions will be encrypted and sent to J,P. Morgan for final ACH processing. Once received, J.P. Morgan has automated tile - scheduling packages to help ensure data is not lost, and file edit checks to identify potential duplicate files. J.P. Morgan will provide a transaction journal within two hours of receipt of the ACH file initiation transmission. Item count and dollar amount will be included in the acknowledgement. J.P. Morgan will maintain an Internet facing FTP server with a "drop box" directory on the server for the City. The server will be mirrored for disaster recovery. For data inbound to J.P Morgan, the City will have the ability to push the data files to the directory. The City will maintain responsibility for initiating the FTP session to push and pull data files,. Page ,44 55A -64 Proposal fear, tf ie City of Sartta Ana ,J.PMorcran Please refer to the pricing portion of this response for any information pertaining to cost or fees. Note: J.P. Morgan does not distinguish between high and low volume. Al II• f „1', ( "r 7 i i, „u .v. , , �,Jz, .,r� ,i .,r 1 ., f& In 1PC v n f: Nf,fIIfi I . u uir ',�1F flrny'M n .. b(I l , ., rl N I ;, r 1, r 1 ifj", "r r it Gil I f 1 r( °f1 )Ii Jf "I,. fir. rtSl ,i, f u 1 .,?. r, �'i ,i "rl Iru,j I r r, I I I n i fy if 1, 'ril„"i 11 ,,s.afr' u,r L f- .rofrlir lrrla ac, rf I., I ul i i, fh !fl Irtr f, .,city.:, V; 1 ilu ni,rll', r.rri i.'f)EL, IBIS rf =(ipfn ,r,',_ f,N;olPfJI (a , � t , y :,, u) l" .PJ r(( J.P. Morgan retains physical checks for 30 days before they are destroyed Items are stored in- house for three (3) to five (5) days" depending on the site, and then sent off site, With the growth of Image Replacement Documents and image exchange, the payor bank no longer always receives the original check back. J.P. Morgan receives over 95% of our inclearings as electronic files, so dew original checks or image replacement documents are available for J.P. Morgan to store. The bank retains electronic copies of paid items for seven (7) years. Reconciliation Suite of Services J.P. Morgan otters a full suite of reconciliation services, including full, partial and deposit reconciliation. Full Reconciliation Full Reconciliation is the most comprehensive service, providing details of paid, stopped, canceled and outstanding items. Information and reports are available online, as well as via data transmission, CD -ROM and paper. Partial Reconciliation Partial Reconciliation provides clients with details of their paid, stopped and canceled items. Information and reports are available online, as well as via direct transmission, CD -ROM and paper. /Deposit Reconciliation Deposit Reconciliation provides a deposit detail report and a summary report totaling deposits by location for a predetermined length of time,. The City can use deposit reconciliation to retrieve a detailed listing of deposits by location or department. J.P. Morgan assigns Unique Location Identification Numbers ( "ULID ") within an account to segregate deposits by location or departmenf. These codes are printed on the deposit slips. Transactions can be queried and sorted by ULID for reporting purposes in J.N. Morgan ACCESS. The reconcilement of deposits by ULID number enables the City to use a single account for all entities. In this way, the City is able to minimize account fees and retain the accessibility of totals by department, while saving time and reducing the expense associated with reconciling multiple statements. t1nge pa 55A -65 P/rhpocso|inrthe Chyof Santa /\no 0��� �m Furthermore, the City oan save $14 U0duUam per transaction ny opting tn use nn!iooimage retrieval over photocopies, PhWouopy"oqueuio will be, charged $16.0U per transaction Versus Q1,O0 per iimage re1/iov*d s 1 o'1�1 w^m^^,xI xm' m,/o,r' � mn»r.xx/r/ny/m' Our nofl-nat tariraWLind time (Irorri stateirient crA0 to receipt of account stanaments, checks and full reconcilement information) spans up{n five buamm`sclays, Please note fliaf turnaround times are monitored frorn receipt oll issue files �or luilt reconciliation Bank Statements and Account Peconciiiation Reports wil� be stored online for seven �7� years, Paid check innagoo are uvuikahlie online via PYVS check inoago service (uornmoUoke rhruughthe J.P. Morgan ACCESS poda|) The City will bo able ru retrieve chcokirnagns for oUapplicable omunuMawhhnv1 waiting �orapholncopynr CD-ROM ivarrive. Authorized useo can enter various search criteria and cut and paotapeidohook nna0om,Th° so|udona|sun!fnmunumhn,*lv|ew|ngfunuiiono(ie..ftnrOandbaok`znom.n{c,),|nnsgnooao he printed individually orin batches via o paginated PDF tile, Additionally, n"agoo can bo requesled online to of,, �axed or malled out tiorr J.P. Morgan to whatevpc address the City requests. ' rem�x/�ovec�c/ 0I�6��W�-« � � m Fr Images aroev*Uuhlio the same day ffim check iu presented lot payment. For nun'cunL/o||ed oiahumeooenta000un1o,ima8eo are available rho next bv"iv°vo day. Check irnmgow are /e4in*d Grjjrrje �cj seven years standard, and 10 years by recUeSt. Petiom ��� �� ������ 000095300, G10100008� robe "Uur�034$1166,e ' rem�x/�ovec�c/ 0I�6��W�-« � � m Fr Images aroev*Uuhlio the same day ffim check iu presented lot payment. For nun'cunL/o||ed oiahumeooenta000un1o,ima8eo are available rho next bv"iv°vo day. Check irnmgow are /e4in*d Grjjrrje �cj seven years standard, and 10 years by recUeSt. Petiom ��� �� ������ Propostlij foo the City of Santa Ana JYMoril c/,vor�a/xp� 2��2�����r����I�����8[&������1��'����'���V f /V g 4au'cu��. poo*{c4/p//m:�k/'�m/� o,;p rmo�m�///m,�,/p,n,ox�A,vmeoo,��s�ovnuv�n:ne�mx�b fo,n�/�e�, LA.I.F. Transfers will be performed online, using the ACH Initiation and/or Electronic Funds Transfer modules nfJ, P. Morgan ACCESS (iz,8CH and/or wire t/unafaro). J,P. Morgan employs a sophisticated authentication and encryption system to maintain the security of all value-bearing data, J.P. Morgan policy requires authentication or encryption to help ensure the integrity of these transactions. Authentication relies on encrypted key technology to provide a safe, cost-effective way to help ensure the validity of financial transactions that are transmitted electronically. This system, comprising both computer hardware and software, confirms that none of the message elements iou transmission have been altered. To authenticate items processed by the dien|.JP Morgan proposes the following 1h,e*'cvrn pone ntny"\enmun authentication unit (sometimes called a black box), an authentication key and a crossover switch u )DU/x'v/('//,y/a/'x^'o/�/n/,/,o,� Yes. JR Morgan has an office in Sacramento that maintains a direct demand deposit relationship with the State Treasurer's Office and the State Controller's office. We would be able to assist the City io expediting receipt /d warrants issued by the State Controller's ofMoo, The City will be assessed a $2.0D fee per transfer to and frorn the LAIF agency. These transactions will bo done electronically and considered book transfers. Yen. Using the finds transfer nnodu|e(wirm) ofJ.P. Morgan ACCESS, the City will b* able ioinih^8o transfers unhn1S business days prior to the effective date, J.P. Morgan can help facilitate and expedite the deposR of suavention payments from the State Controller's office. The warrants can be collected and processed in Sacramento with funds made available tn the City 000m//rusmnn/o//ano,~o�mx m,omno/»,�a�r/n`,o/m�mvmw,nn,n,'a»on�or/'xmmpmomnemu:"e/m'/*�*pr,x//�ce'`vv�e ^ oo I ^ y I I'ns^/v�'m/cu',vw»/m,/o/ov, on o1,'ox�, From the moment the City of Santa Ana awards business to J.P. Morgan, our commitment is to seamlessly integrate our products into your organization in a timely manner. Page '17 ��� �� �����K Propos,M ko clim City A S'aimit Aii JPMoro,an mm -Frame Idea op, -AS ,ess C nce pt -Valiclate Scope We are commilled to. -Design Spe( J/ll W;oos A, Nro Wf c De� iqy? .T� �I plcw -Build $,i )qilipon Too Mon '" odwow" v opt�, ujsohs� TimnoqMotosoA Clearly understanding your needs and requests Simplifying communicafion between our organizations -Launch -Ptcxhi� Wn Rvadv -Maintain .Nonfoy F uiw( siham emurih .Pc,((oi mance AIM cS Providing clearly defined imperneniation plans and startup golds Coordinating the installation and setup of our products Acsurninq ierqmnsiWity for your satisfaction throughout the implementation process Conversion Lead Times Once the City and ifte Bank have executed an agroernent, the expected Lead times for irripiernanlatioi i of the requested services are shown iin the toRowing table! nn Service Expected Lead T finne" Critical Factors lnclvjde. . . ........... Account Opening Up to three days Receipt of completed setup docurnerhafion Due to the U.S. Patriot Act and "Know the Customer" regulations, we must receive all required ciocurnertation, property and fully completed, boilore we. can open an account. Flaqv 4H, 55A-68 ilropos,n[ for the City of Sartia Ana ���� �^��1��organ m Please refer to the pricing portion of this response for any information pertaining to cost or fees. u//xu,m�ocxm User manuals are available on-iine lor viewing and download in Adobe Acrobat PDF former, These manuals are searchable and can be printed depending on the needs of the City, These manuals are updated whenever functionality of the ^yo!omchanges. Only the most recent version of the manual in available on|ine. There iunu additional charge. f 'y'o//p`x /'v//,er ,m«/v/eu,n'/^)f mw:wm"o/� ym/,,�"oy //`o� Although m*do not maintain a formal Treasury Services user group, JP. Morgan does value, and encourage, client feedback. Consistent communication provides opportunities for the Bank to identify areas of concern and constantly improve services. Included among our client listening processes are the following: Ctiont Satisfaction Since 1992, we have combined traditional market research methodologies with direct client feedback concerning their experience relative to the impiennentation, servicing and ongoing operational delivery of our Treasury Services, paye 4o ��� �� ������ Servoe Expected Lead Time' Critical Factors |mC|vdoc Depositary Services Branch, Vault and " Two to four weeks '' Level o|resources the City commits Paper Check \o the p,nj*ot and whether anoutside Depository h vendor io used for dopostickets " Standard Check Two tn four weeks , 3uccasofo||y send/receive the fi|e(s) Returns and the connectivity solution -----'----��-' --�-------------r-���---'-����-'---�-- Disbursement ---'-��- Upio2Sbusiness Detailed transmissions \U8|2.issue, Services days' check returns, o1o.>are dependent on the connectivity solution selected ACHSmrxic*s Three '» six weeks ^ Successful connectivity testing ^ Successful file ,wooiVl and return item file receipt by the City Wire Transfer Two to five business Receipt of completed setup Services days upon the receipt documentation of completed setup documentation Completeness and accuracy of contracts, setup forms and information; ^ Use of standard contracts information Reporting four to 10 days Client's environment and staff availability Complex arid/or large implementations may take longer than described above 0-1 0-4 /gnou,°�v�/.�»�//�� Please refer \n Appendix 5 for m sample implementation schedule. Upon award, your Implementation Manager will refine nnirnp|emeo\a1iun plan for the Ciiy'* specific requin°men\a. Please refer to the pricing portion of this response for any information pertaining to cost or fees. u//xu,m�ocxm User manuals are available on-iine lor viewing and download in Adobe Acrobat PDF former, These manuals are searchable and can be printed depending on the needs of the City, These manuals are updated whenever functionality of the ^yo!omchanges. Only the most recent version of the manual in available on|ine. There iunu additional charge. f 'y'o//p`x /'v//,er ,m«/v/eu,n'/^)f mw:wm"o/� ym/,,�"oy //`o� Although m*do not maintain a formal Treasury Services user group, JP. Morgan does value, and encourage, client feedback. Consistent communication provides opportunities for the Bank to identify areas of concern and constantly improve services. Included among our client listening processes are the following: Ctiont Satisfaction Since 1992, we have combined traditional market research methodologies with direct client feedback concerning their experience relative to the impiennentation, servicing and ongoing operational delivery of our Treasury Services, paye 4o ��� �� ������ Prop osall for the City of Santa Anna J.P.Mor (ran Sank Report Cards, Service Pians and Relationship Reviews J.P. Morgan's Treasury Services (TS) continues to be a leader in the development of client - specific measures of service quality and relationship management. The value of these client specific performance reporting and analysis programs has been frequently cited as a key differentiator relative to our competitors, in addition to providing an ongoing view of our performance relative the client's expectations, these plans ensure ongoing communication between the bank and the client and continuous process improvement. Market Research Through syndicated and proprietary research, such as the Phoenix Hecht Cash Management Monitor, Ernst and Young Cash Management Survey, Greenwich Corporate Cash Management Study and targeted in- person interviews, we validate our performance against key competitors and ensure that business strategies are linked to 'trends within our target markets. Touch Paint Reviews The Client Experience and Touch Point Review meetings are cross functionai forums that serve as platforms to jointly review key performance indicators, client specific satisfaction results, upcoming changes and events and escalated issues or opportunities. On a monthly basis, senior and mid -level managers representing Treasury Services operations, technology, product management, client services and implementation meet with one key objective, identification of opportunities that contribute to an improved experience for our clients. =h, a M , th. 'l '? w v, N , n n u ^0 iM oolaf "" Prior to implementation, the City will be required to execute documents that address account opening and the specific services that the City will use. Please refer to Appendix 7 for samples of applicable agreements. I i I I With the exception of printing new check stock, which will be coordinated with your client service professional, there will be no charge for any of the items listed above. Check stock can be printed through our vendor to help improve accuracy and guarantee competitive pricing for the City. Pane 50 55A -70 EXHIBIT B .... . .......... Approximate Monthly ---- --- - Bid -Charge Monthly Service Bank Depository Sorvicas volume Per Item Charges Account MainleflanCe 3 .. 3,50 ......... ......... 10.50 z8I a rAast_er"Ma,mL I 2 00 2 00 -- ----- 76 6�ioj Z66 fredits . . . . ............ . . 150 .............. .. .. . .. 020 .......... ......... — 30,.00 ...... .................. ..... . . . ....... Frmsirnhhe Transmission 5 — - - ­- ­ 0,75 3.75 ------ ------- ------- -- ... Photocopies ........... . ..... .. .............. . ...... . W 1.00 10,00 Rannng Center Deposir - CA 5 0.75 3.75 Currency /Coln 0epn$f00-8KG Cnt,F 5 . . 2.50 . . ................ ...... . 12,50 C,unercyXcin DepeC,)0-0IK)-ND_ ...... ..... 50 2,56"" - ------ 125,00 Unange Order 3KG C7 'R -CA 5 -- ---------------- 2�00 ..... . 10,00 - ­ -­­­---- Coin SupipliediRoIII CTR-CA - - --------- ------- - - 5 - . . .............. . .................. . .. 0.05 025 Currency 5Upi1$10(ABKG •R -GA 50 025 - — -- ­­­- � ervrot Deposit _CA 4D . .......... ... 0.55 22,00 CurrJColn Qcpi$-IQQ ALT . . . ................... ___ 900O Gi 0016 . . . ........ 14.4,0 Coin eirosin Non Stol 6aq VLT CA ­1111111111, _f____ Z 03 -6 ___ __ Corr DeposO.STID bag-VU -CA 13D . .............. 1.00 ------ 130.00 ------ Currency Suppd$100-S T D-VLT CA ........... - - — 25 — ........... ,2 5" 2­5_­ ---------- e Order Vauft-CA ... . . . ... ....... - ------ --- - - ------- 6 . ............ 2.00 10,00 ........... . T r SuptsRoll Box-VIA" CA ..... . . ......... . 125 . ........ ... .............. 0,48 10.00 -- -- -- --- ---- -- Vault Depost-E.Jendt,d H.L1,CA - . . . ............ 20 . . . (b %5 15 t70 -- - ------ - Drish Loiln' ter, P,.e Deposits 030 10.50 . . ................. ..... . . . .. P.5 1 125 050 — -------- ­­ ......... . ... 62.50 ---------------- Checks Deposited CA ...... ......... E000 0,04 . ....... ..... 24000 (R:D Depodted I erns h2fi 0,05 6,25 rrsq. 'a n 48000 c'K ........... —Cor-rinconmCaVi tan 2_,00" 200-00 ----- -- Deposit ­CWi 5 2,00 1000 Voposit C-o-7ection�N-pn -, 10, 200 2000 — . ... .............. . ... . . . ....... .......... — ­­-- - 4 5"0_0"­_ .. — ---- ----- 0-03 135.00 Direct Paid Item equity ..... . 20 - ----- - - - -­ - 2.00 .................... 40,00 -- - ------ ­­ - Stop Pay AulamaticdrI2 M�crsh ... .... - ------- 2.00 2000 — ------ - - ------- - --- CO ROM Maintenance, — - -------------- - ---- - 1 ...... 10.00 10,00 Par 4sw 0.02 00.00 ...... ........... Image Retrieval EA evert ............ . . . 14 1.00 --------- - 115,00 rU ROM 11.1, a ------- 10 00 ..--- ____ . .......... 1000 20,04 20,00 Check ISGUO . InpUtJr�r.,scon Medea r 2. 04 .. .... ....... 12 1" Sank Depository Services Approximate Monthly Bid Charge Monthly Service I$ 55A-71 (Coniinued) .. .....mm..�� 4alumo Per item Charges Puii Poeitive Pay Irop0 Pei Perm Transnnisaian 45QC 0.03 135.00 _ __ ._......_, ..._.._ ACH Momtnor Mslntenence ___ ..... ......... a ... --- --._........_ -- --- 10.60 ---- 20M ACI -I LW- Moriihly Melntenance 1 10.00 10= Consumer On Us Credo(v 2 0,04 Consumer Off Us Cretltll'; 5 0.04 0,20 ACI t Blocks AUih ln$UoCtrons 5 0,20 1.00 ACN Debit Rec", Vem Item 15 0,04 0,60 ACH GPetllt Received Iltelm ......... I',35 . .......... ...... ......... .... ._. .. . 0.474 ______ .... 5,40 ACH klpu't TaYn Vll sewn 5 200 10.00 ........�-- ._...... ......... Acct . OC ke Aat'h Me ntenance ........._ + �............_.........,.___ i� 3.00 .......... .. 3 00 WireCutCornes'eC Elec Cw t5 5.C)0 j 9000 ..._ ....................... ''I [lectMnlc Wlre CuPB4ok Ce ...-.--- _.. -...__ - .. --- -_ 5 2.00 If _ -__- 1..0,00 - rncmrnlrlquc,m,eSi,cWre - - - -- - -- - -- - - - - -- atl 6.00 60,00 __....._.. Cust mcli teroramc5 lanvplat'e 5tonape B - 0 -- - - - - -- 0 __LI4.... __. ____ ,.._.....�.........._.... redl Wire Mamenance Fee ...... 1 ....................... 0 _....____ 0 _...._ cc.___...__, _..._. pXrcci Rrevfoun Cloy Aa;cvuret Fae . +^. m.. --- 8..........,_ $,00 _____ ............. 16,00 Dana nrevimus Day Cnt Item 425 ���� 0,05 21.25 Deect Pre+uous Day'STIL) lieu 225 0.05 11.,25 _.. ._..._. .._.. ..... Diraot Prccvious Cay Maims _ _.__. .....�._ '! __ _________ 25.00 _ _. _ ___ –_ 25.00 ..... ........ .............__ ..._ Auto, Repo lInvestment .... _...........,.,...,— t .___._. - -- ------------ 50.00 _. _.... -------------- 50.00 19 55A -72 F "moos id fa.>r the City of Santa lute rJT Mor(;an ( ,,', rl i Ir'3 l "itIit Y ftn1,.1i": "ll',' "t,l. `e"f ("i' "r "r "`F" f " Y k 171 [jlt;, ",f %d c: f r ir,(IuI Ana, Within the Mast three years, J.P. Morgan originated more that) $46 million in community development Moans in and around the City of Santa Ana, California. J.P. Morgan has continued to maintain excellent responsiveness to the community development needs of its assessment area thirough, its significant level of qualified community development investments. J P. Morgan makes substantial Investments In how - income Housing Tax Credits which help finance the creation of law- or moderate - income affordable housing. The Bank made $7 million in new investments in and around the City of Santa Ana, over the last three years.. A perennial Deader In community development lending, J.P. Morgan provides financing for affordable housing and economic development projects in low- and moderate- income communities. In the last three years„ the bank made over 1,800 mortgage loans totaling more than $760 million in the City of Santa Ana, of which 23% were made to low- or moderate - income (LMI) borrowers and 56% were made for homes located in law- or moderate - incomes communities. The bank is also a market leader in fire area of small business lending, making available a full range of competitively priced products designed to meet the needs of small businesses and their owners. These products include business installment loans, revolving credit liners, commercial mortgages, letters of credit, SBA - guaranteed Moans, and business credit cards. For most products, ban size ranges from $0,000 to $250,000, with larger amounts considered under programs Nike the commercial mortgage and SBA programs. Our branch network provides banking services and sales support for small business lending customers. A small business Roan Is defined as any (loan in the amount of $1 million or less provided to a business far business purposes. During the specified three -year period, the bank made more than 3,600 small business loans totaling $44.6 million in the City of Santa Ana, of which, 56.5% were made to businesses located in law- or moderate- incorne communities. r o("Jpe fn3 55A -73 airoriorsnal for the City of Saanin Ana, JP Cv orcran 4. .. .r n,%..,' r ,, is i ;)n,,; i.. JPMorgan Chase Bank, NA (JPMC) has a proven history of commitment to the goals of the CRA, and to community service. This commitment is exemplified by the consistent rating of outstanding compliance with the Community Reinvestment Act (CRA), in its past examinations by the Federal Reserve Bank of New York, and most recently with the Office of the Comptroller of the Currency. A n v A ow, r,�r,,,A G a On Its most recent federal CRA performance examination, """"""'" "'"`"""" 4. P. Morgan earned the highest uossible GRA rahrtg of J. F�! Morgan "Outstanding" for the er bLV consecutive Bone,_ We have long supported economic development, affordable housing, support services, education, and other community development initiatives by providing grants to not- for - profit organizations and financial intermediaries devoted to these areas. In addition, the bank has been a leader in designing and fostering innovative programs to moet the changing needs of its communities. In 2004, JPM..organ Chase created the Homeownership Preservation Office. We were the first financial institution to create such an office, and are recognized as an industry leader in foreclosure prevention. The Homeownership Preservation Office helps families stay in their homes whenever possible by connecting homeowners with counselors through a national help line and leading foreclosure- prevention workshops and local training programs for community leaders, housing advocates, public officials and investors, Families from the City of Santa Ana at risk of losing their homes to foreclosure have utilized the national help Vine with the assistance of nonprofit housing counselors. Paricr 54 55A -74 Propuuu|for the, Cully of Santa Ana ���� ����� � ]�l�� ^ , � ���� J.P, Morgan recognizes thmim0urt aoo+of providing pxnnip/diani service. vVe take a consultative, sea,n approach to building ro|a|iunuhipa With our oliCn1u. Part of our cor"irrifteni is having lhe approphate individuals assigned to the City's relationship learn A skilled relationship team, made Lip of professionals with a vanery of expertise, wilt provide indlvriva| answers by taking time to understand your business, listening carefully and proac -fively providing �argeled ideas 1u energize your business. OR Roles and Responsibilities The City's Relationship Manager and Banker, Amy Ruiz, will, , Oversee the overall relationship ^ Offer competitive rates ^ Provide relevant credit options " Offer appropriate nvaotmonl�alternatives ���� ��� � ���K� Pm8oss preapo aai fora' tfre City (if `:w<arnt.a Awn JT Moro n t Predict Consuftatron anrJ ManatCemenC your Treasury Management Officer, Manish Patel, will: Hello to maintain an appropriate account structure Tailor solutions specific to the City, using our suite of cash management products and services Introduce new products and services as they become available Client Service Your dedicated Client Service Professional, Georgina Gomez, will: Serve as your central point of contact for any inquiries, research issues and status updates across all product lines Credentials and Related Experience Office Address Phone Fax 1,7875 von Kerman, Floor 01 Irvine, GA, 92614 ..._...949 -833- 4739 __.. ... 949-833-4737 . E.maiB amy.rutz@chase.com Ms. Amy Rutz will serve as the primary relationship manager for the City. Ms. Rutz leads the public sector baniking team in Southern California and serves as an industry expert and resource for public sector organizations. She is committed to fully understand all of the City's banking needs and future plans to make sure J.P. Morgan dedicates all of the right resources. Ms. Rutz has more than 12 years of commercial banking experience, spending the majority of that time working with the public sector. She received her Bachelor's Degree in Business Administration from the University of Wisconsin - Milwaukee and an MBA at Marquette University. Office Address 17875 Von Karman, Floor fit Irvine, CA, 92614 Phone 949 -833 -4763 Fax 949- 833 -4725 E -mail manish.m.patel Ojpmchase.com Manish is a Sales Otficer for the Treasury Services Organization within J.P. Morgan Chase. Manish leads the sales efforts focused on Government client segments within the state. He has over 8 years experience in the banking industry with the majority of that time spent focusing on Cash Management, A graduate of the University of Wisconsin - Madison, Manish holds a BS in Economics and received his MBA from the University of Wisconsin- Milwaukee. He is a Certified Treasury Professional, jCTPj as recognized by the Association for Financial Professionals. Poqe 56 55A -76 rcrt>poS al Ilraa 1f e City aat Santa Ana JPMor un .. Office Address 1725 E Skyline Drive, Floor 01 Tucson, AZ, 85716-1162 Phone _ 520-878-2318 Fax 520- 876-23DB E- mail georgrna.g. gem ez@chase,com Georgina Gomez has 25 years of banking experience, primarily in Commercial Banking Providing superior customer service is such an important aspect in maintaining and building lasting relationships with clients, she is pleased to be part of a team that recognizes the irnponance of customer service and works together to strengthen current relationships and build future relationships with clients. Page, 57 55A -77 c � 1,3l1 r l�(�1 i D J.PMorcfan po`v/xem�am,��co//,x�mov�onn»eu�/:m`V(�vn���/s�p/ o�/'/aox�vn�o/ow,/muc,//cn Moody's, Standard & Poor and Fitch routnely rate J.P. Morgan. We consistently earned above average ratings. Our current ratings as of April 1, 2010 are shown in the following table, J.F.Nk`rgu//s historical and updated financial reports and updated rredIt rating information, are conveniently ovai{oWe online a6 . om // 'nm//o'm/xuoe�mrv/, J.P. Morgan has been a leader in the markets wm serve for more than 20* years. Our roots trace back to our earliest predecessor, the Manhattan Company, founded n1799, RivIorgan Chase Bank, N.A. 1 17875 Von Karman, Floor of Irvine, CA, 92614 Rlvlorgan Chase Bank, N.A.is a subsidiary of JPMargan Chase & Co,, a holding company JPMorgan Chase & Co., a financial holding company, was incorporated under Delaware law in 1968. J.P. Morgan hiairtams a full service location within the City of Santa Ana, Our Santa Ana branch, located at1V0ON. Main Street, is less than o mile away from City Hall. Please refer la the Proximity Study included as Appendix 8, which includes vault information. pnVe58 ���� ���-��K8 Proposal for the^ City of Santa Ana The Treasury Services business of J.P. Morgan is a top - ranked, full- service provider of innovative payment, collection liquidity management, trade finance, commercial card and information solutions to corporations, financial services institutions, middle market companies, small businesses, governments and municipalities worldwide. With more than 50,000 clients and a product capability presence in 39 countries, J.P. Morgan Treasury Services 6 the world's largest provider of treasury management services. JPMorga.n Leadership in Treasury Services: ✓ #1 - ACM Originations #1 -Same Day Transfers ✓ #1 - Payroll Cards ✓ #1 - Information Reporting - Internet Accessed Accounts Ernst d Young 2009 Cash Management Survey Within the Treasury Services business, the public sector is a key industry segment In which J -P. Morgan continues to invest and enjoy ongoing growth. Our Public Sector Division supports 3,800 public sector clients at the Federal, State, and municipal levels with solutions for tax processing, electronic benefits transfer, unemployment insurance, workers compensation and general banking services. J.P., Morgan is one of the best - capitalized financial services firms in the country. Our financial standings allows the flexibility to pursue technological enhancements and capital investments that are necessary to anticipate the market's needs. With our dedicated nationwide focus on the public sector, we are able to draw from best practices and create high - quality solutions for most any given need. Y " m W­ „ , ' ,f 'nr r 1 , t i.. 'h, ' "H f(w f "; ( f!r I', [ ,.Wo )"f J.P. Morgan currently has 10 local government relationships in Southern California. ' , i I if J i ,, . ,)fi if o.11 Jr P,7 u(fl >1,1 f (1 d f, ,; n . rl rf ¢ , f , , I i', hui;, /l� f T, N{. a(wV lrtivy(no "'f aI, R f t,ft f, ,fi* r , (r Ill I ' I )'y' i /f! l' 0 G.f1 ; 1 .f. If, i. '... Ms.. Susan Christensen, Contact Name, Title '... Assistant Controller -. 20 East Main Street, Suite 350 Address '' Mesa, A2.8529 9 ''....... Telephone Number 480- 644 -2581 J.P Morgan is the City's contractual Servicing. Bank Daily City deposits Services Provided (high volume checks and currency). Both A1P and payroll checks.. Initiates various ACM collections and disbursements. Securities safekeeping and over - night investment sweeps. Length of Service Since May, 1952 Contact Name, Title .,. Ms. Karen Huffman Controller Address 20 East Sixth Street _... Tempe,. A7 8528 Partf , t,9 55A -79 FIi (aca6ztN for the City of Santa Ana JTMor(;�am Telephone Number 480 -550 -8526 ,f, P. Morgan is the City's contractual Servicing Bank. Dally processing; j of all City deposits consisting of both checks and currency; Lockbox Services Provided services for the City's Utility and Tax 8. License payments. Both A/P and payroll checks, and various ACH collections and disbursements. _.. Securities custody and safekeeping for the City's investments Length of Service Since January, 1983 lIII%%���v16'N1Gl91�! Iry�Flk.IffP /� / /I;r %!4'/)fAJIIIPIIIiY/�L�d //VWI,� i Contact Name, Title '.. L-auren Hobbs 201 W. Colfax, Dept 1010 Address ......... Denver, CO 80202 .... .,._ '... Telephone Number 720 - 913- 9361 . The City and County use ZBA, branch and vault services, retail and Services Provided wholesale lackboxes w /Edge, ]DO, CDA, full PWS services,. ACH deed block, Check block, ACCESS (IR, AT', F 11, ACHY, as well as a. Direct - ACH file, PayConnexion w /Point Of Sale Length of Service Since April 1, 2004 '. Page 61.6 55A -80 Pnapmmn|0crlibp City mfSmnlim/\nm ���� K�� �.]�i9&`,�(yan In ) nm,,o/,/ mrm//o`wn9�nwx�/gao,v,�oowm�e "vny,v^.x/omm^um/�a»n`,wp//moe�w/w�,�exoq,/�omgmox�a/vomv�e/r/����»*,"�u,nmo/ /,/ 0z,I Iyy/ p o/� I I*/mo I, fl, ;ao eo The City's balances will be fully collateralized by J.P. Morgan as required. a oxnxy// if, umm/'I ^enp//onm,/m,c./I /,ox,m'�ooaw///o'i s://on,� inv,/°an ,yu"nmoo,*� J.P. Morgan shall assist the City obtain an exemption from the Cash Transaction Reporting requirements established hy the Bank Secrecy Act of1Q7O.ao allowed under the Money Laundering Suppression Act uf1894(h1LGA)� C rooC//ypno/�//", X, ;1,1 ',yi,y A, cvv/x: )xu xf)exxy m�xx'/r.oxouo/x//��.on`vo�em/"/���coun�m/oem,»e/*udovoxooeu�anv�omnwmo�u9 nvn/Vo'vo,e' )*pW ,xm,n/I"vm,um,/a/^ �u/'x,u»/�*uven,mmmeoxo�o�va�^un/o,,����oxuxo»'ownxx/o/oo'*aum'.000*x'/' un/,m/,o coe:xfnO m /mo��,v"�4�ep�,an,acoouo/'�,o�u�e�/o,/x,Q/y uCom,n/»xmy 'ocm//xw'x//v0^av^�p,,,p�uru»sy»asu,n��uoor/,'wvy^ea/o,/ v,c»a)moixnx /, �xp'aoc-mey, �/om,,il:/f * , xm� ,/,0�t//m,I ; fl, C(,j umnyAgo/fl, l, f m« my 1; n1) /mr»mI Im mo,x/n,/t�Cavv o�xo/,cmn^^cox'x J.P. Morgan will support the City's current account structure, and will support changes tvthe account structure should potential improvements to the structure be identified. u xme(,,voo",/un xnI 'rvm/,ua///ono/x� ( vun/: �mvwo xunx8mo///oo/x^,/mvoo//n'y oD/ne,xno//�xowx, Of e/ I i*ow'm*oso nxmvo���w��/� We will provide consultative support and targeted recommendations throughout the Ife of our relationship with the City, 0onx/m/a,urxu/�/nn,ov'o�'o/»/e�/eaox',0,00mo�a�/,yx/»nvp/nex�exsu//aq*o�/ m�xx'/r.oxouo/x//��.on`vo�em/"/���coun�m/oem,»e/*udovoxooeu�anv�omnwmo�u9 �u/'x,u»/�*uven,mmmeoxo�o�va�^un/o,,����oxuxo»'ownxx/o/oo'*aum'.000*x'/' v,c»a)moixnx /, �xp'aoc-mey, �/om,,il:/f * , xm� ,/,0�t//m,I ; emoIx"'I8� ,xoo� enpd//o///vml ,0 �,� I AvI, xu:/ J.P. Morgan is able to comply with all of the City's requirements on a repurchase agreement ovvonp. The repurchase agreement sweep earns interest each calendar day on an actual /DGUdaybaoio(principu|xuonuu)peruen1agerata/O60)und|upaidintotheQDAthc following business day. A detailed description of our Repo Sweep product is included as part of Appendix 9. eo'/�m,w/upx� /o/u � I xno/u",, ,/xv»v,/� � /u//mo",^x�I ,^un/f ( om/hnSrm,no�Cnfi/o,o/ao,' oo.zx/,,on/,mn/'ymo:/zv`uvu'ouow I Ix, 711 'n,mwvmnun//uni i x"uyvammee vm , ,/�ova//a' o,m,xovo xo J.P Morgan has availability toaccept these deposits homtheGtatcof California and from the Local Agency investment Fund. Page 6 � ���� ��� � -��U Proposal for the City mfSwntaAna J.PMoV(ya8 � n�po� Recognizing the City's credit standing and reputation, ^n appropriate intraday credit |iooAwill be made available to help ensure transactions flow smoothly and efficiently through our systems. This limit is electronically verified by our Funds Transfer Balance Control System. Payments within the limit, plus the current cash position in your account, will inrtantly flow through \p the appropriate execution mechanism. Pagcoz ���� ��� -8�� � Proposal for the City ol Santa Ana JPMorcran tn I ; r r i I , N , q 1, 11 f ( - nr i , , i , , � , 1; fW J. f," pf, G iw I ff WVff, ;w' d 'H, f" V 'W f ro 9.A it {hw F f . 1L� ,f, , /'.f i, i,ilr f MO pj '? �Ij 10 J.P. Morgan complies with Title 5, Division 2, Chapter 4, Article 2, (Sections 53630-53686) of the Government Code in the pooled collateral system administered by the State of California. P'lge, 61 55A-83 Proposal for the Ci1yof Santa: A�na (]�! f (",r[ � f !" " �U|ri:�[����:, ���� ����� "�.����/�`x� ���� `~ � n!/ wwo'a I m»muoo'` �m`u/mu) nx, 1, w,/vmrCxr JPMorgan Chase Bank, N.A. is a national banking association, organized and existing under the laws of the United States pursuant to a charier issued by the Office of the Comptroller of the Currency. Deposits in J.P. Morgan are insured by the FDIC as required by law and regulation. 8 nu,ua,^my,/``/m if, nmm:11 o/o/:,«Frnf m/ j, Ie:�,mvoS,womon, I (m,g/mveof c�, ;� m»//p" ,u ( ue oo/v/reI /e ! �o/m o 'f a ,ymr/u^�"y:�m���,e/�u//o��� ko,cw{,xonu,/n�/�mnv",ny�x,e/ya/`»cvuo�`�/se,momne/c� J.P. Morgan is a member of the Federal Reserve System with access to all Federal Reserve System services, c /000a"m,,a./mwxmn�/m//ur/nco /m/a/»»//rmye/o,u'a ~a",nc� m(I), f Ionro pno�y�u» f n/uIV o:x°m/c/oonxbo u/'nu Ix�/v »o,�/�*memo/�nup�v'���/x�vo'mo/nuv/vy/am�rv'�v:,mvoorxvv,nvo,��o/��m,ue,m /*cn,�o///�»vxoxmv�ow/u��000m*,xx,n//na/nvomrc ,m '/`ns,'on/xm :,~oxxx/nomn//u/'onx�ovo/°cmoov`/m/xm,o,/no^p/of fos*/wo , f»m I?�� vv ovom( f n//nS«om f J.P. Morgan and our local predecessor, Washington Mutual Bank (Wamu), have shown a sustained commitment iu the City of Santa Ana and the surrounding community |ovarious J.P. forms, including grants, lending, and horneownership preservation programs, Community Development Grants Morgan has long supported economic development, affordable housing, support services, education, and other community development initiatives hy providing grants tonot- for-profit organizations and financial intermediaries devoted to these areas. }n addition, the bank has been a leader in designing and fostering innovative programs to meet the changing needs uf its communities. For example: ^ |n July 2OOV.TP. Morgan provided $85.0UV8) the Neighborhood Housing Services o/ Orange County (NHS0C). who develops and finances affordable housing and strengthens neighborhoods in partnership with residents, local government, financial institutions and the business community. The funding ia benefiting the HonnmAgnin program whose goal is to return vacant distressed properties to affordable homes for families. The pilot program is now being expanded to address the current foreclosure crisis in, Orange County. NHS OC will undertake the acquisition, rehabilitation and disposition n|[vr*"|*o*d residential properties, With this support, the Hv,oeAnain Program will purchase and rehabilitate 40 foreclosed properties and sell 30 of the properties to low- and moderate -income borrowers. In addition, NHS OC will leverage other funding sources for o total of $3 million k` expand the HnnoeAgoin program primarily focusing on low arid moderate income neighborhoods in the central portion of the county which includes (but not limited to) the cities of Anaheim, Fullerton, and Santa Ana, The organization, self reports that 80% of the individuals who will benefit from this program are low- ormodorate'ioouroo. " |o November 2008,vvo provided o$45.000 grant k/ Pivot Learning Partners for their Instructional Leadership initiative in Santa Ana Unified School District (SAUSD), nvni Learning Partners seeks to transform schools into vital places to learn and to teach. They work with educational leaders in both schools and districts to develop, assess and use ���� ��� � -��m� Propnsa| for ime City of Santa Ana ���� ���1�8���r�� ^ ����°� the knowledge needed for schools 10 engage inm systematic and sustainable improvement process. Funding will help Pivot Learning Partners to provide Santa Ana Unified School District with a suite of district-level support services totaling $150,000, including coaching with the Superintendent, Cabinet members, and instructional services leaders to promote coherence, consistenry and focus for increased student learning. They want to deepen their partnership further by extending district-level and principal support to provide direct school level coaching to secondary prin6pals in order to improve teaching and learning in Algebra 1 classes for 8th and 9th grades. B0% of the students in Santa Ana School District receive a free ur reduced lunch. |n December 2008.Jr Morgan provided m$4O.0O0 grant tn Jamboree Housing Corporation for their Community Development initiative. Jamboree Housing Corporation i has strengthened communities by developing quality affordable housing and resident services for low-income families, seniors and individuals special needs residing in Southern California. JHC will provide revitalization and redevelopment of the blighted commuNties in the Santa Ana and San Bernardino areas. Through their Community Development Initiative, they will rehabilitate foreclosed homes for affordable resale and develop quality multifamily rental properties. In San Bernardino, JHC will target and acquire 24 single family homes. JMC will rehab the properties, and then sell them to low- Income {omi|ieoaucovanantreotrirtedoffnrdab|ohnua|ngAnag/nemen\ioinp|munwitb NFIS Inland Empire to provide Homebuyer Education. Families may reside in one of the affordable housing clevelopmentsawned by JHC, be community residents or be enrolled inwhonoobuyer education program. |n Santa Ana, JMS will identify and acquire 2Osingle family homes from the bank's HEO inventory as well as one multi-family housing development that will consist v<2U to, 4U housing units The organization self reports that 100% of those who will benefit from this initiative are low- or moderate-income. Community Development Lending J.P. Morgan has distinguished itself as a national leader in community development lending, The bank provides financing for affordable housing and economic development protects in low- and mode rate- n"omocommunities. For example, io January 201O'J.P.Morgan originated a $500,000 loan for M David Breaux apartments. The M David Breaux apartment complex io comprised oi10 units, and ia located iomow'intor" community io Santa Ana, Loan proceeds were used for the acquisition of the property and all of the units are affordable to low and moderate -income families. By providing financing, we are helping to preserve the availability of affordable housing for low- and moderate-income households. Community Development Services The Homeownership Preservation Office (HPO) is a department within J,P, Morgan that provides g central point of contact for legal aid groups and affordable housing advocates tn work with Chase Home Finance, the bank's mortgage affiliate, to address specific issues to help sustain homeownership. This department was established in July 2004 and provides services, including: (1 t Helping victims of fraud or other abusive mortgage practices; (2) Restructuring mortgages to help keep victims in their homes, (3) Selling or donating other real estate property to minimize community impact; and (4), Providing loss mitigation seminars tn community groups t* help them work with clients iv mortgage default, Page 85 ���� ��� � -��� ii for the Clitymf Santa Ana U�N�� �°]�1��.,r(yan � The HPO has a toll-free help line for affordable housing nonprofit organizations and hcusing advocates to foster communication between the bank and these organizations in an effort to facilitate successhil worlkout loans and prevent home foreclosum. Since its inception, the HPO has handled many thousands of calls over this help line. Additionally, the HPO delivers foreclosure prevention training sessions across the country to affordable housing nonprofit counselors and housing advocates. The HPO staff is bilingual which affords enhanced service to the nonprofits utilizing the Help Line. Additionally, an Outreach Travel Team now travels across the country 1V attend borrower outreach events. The Outreach Travel Team provides face to face interviews with distressed borrowers to discuss options (including Making Home Affordable) and collect documentation to begin the loss mitigation review process. |n the last two years, whether through a customer outreach event cv through the national help line, numerous families from the City of Santa Ana at risk of losing thev homes to foreclosure have utilized our HPO with the assistance of nonprofit housing counselors. n,waa ; //'`v/I , rve/`n/neumf g no/mo��yo��oun/ amm 'xoo//`uxovoo,x»`x , *uoo�o/ J.P, Morgan has identified pricing for services in the Cost Proposal. If the City,chooses to add addilional services outside of what is currently utilized then applicable fees will apply. � a,o/x/m'n'vx,'s^( m,w,ao( ,', /,� p'vnv//yxa'nnpn 'n*y"'oe,o//^auo/iy n/ e" m//f ,n,unomx/, ouoxo/xS;/ onuu^umV»e/arLv//(xmx�x A v,opore,nYf 1 6 `nax,''.f,^e ^ I0nomv/nn�oy»mxooI �(ou �xmn�oou///p'n/'nm,�om,�o,�e/,a,,//va/oo�o�/m'�vu/,o�/v',xo(sxx/uxclr^oyo/�p mcx/�onm/o^pm'xmouro,/'�'/�V/aay"/,,^/m`/ f e//ao '^ vxeono wm�o n`m// u* f / Jr; o(I i�jmam)o'/^n»nwr///»z on/pv/wm�o/�oczmno�w'mIl,r/,m'ruo p( If ux /"mpCeny ,ev//"ou,ao�� om»�ov�mmvmmmx�'�ox,oa�e*ou'�nm/x�Ionx�:o�/o'�:uuoe��nKx/x/q /hv /mmnw xw/no/n'pnuoavn,,nmuau//ux/'e/n,n'ou/fx/,no exo, !//1"np'w�oou uuIya/moo/ , I/m*�/',( �u/ )If no/r, o:vn/',Y '( ")oo/uu',�'wn IIs*n,novo JPm|orgao Chase will not ho able k/ agree to the final sentence, ao the naming ofo^ additional insured does not create a contract between the additional insured and the insurance company, which thereby limits the obligations of the insurance company regarding notification. Upon award, JPMorgan Chase WI be pleased to discuss notification in the event of cancellation, PA qp, 56 ���� ��� -8d� �� Prralao:sap foi fftry Cu'ty of Santa Anna a 'J- .lrr.lif -,� Y' dill r jphf,sl f =, J:I ?Moryan. rt( `i, r 1 , , ;r ri' -FV w ; J.P. Morgan is pleased to present optional services for review and consideration by the City of Santa Ana. These services are proposed to augment and complement the requirements included in the RFP. Each of these services is incremental to the solutions presented in the body of our response. Pricing for these services will be provided capon request. Commercial Cards The J.P. Morgan Commercial Card is ideal for organizations Booking to streamline their purchasing and travel card programs. The J.P. Morgan program competes in the commerciall card market with our real - time program management capabilities, enhanced data (including hotel folio data and enhanced merchant reporting), and superior global acceptance levels through MasterCard and Visa. Clients also have access to J.P. Morgan's industry - leading PaymentNet system, which offers daily reporting, transaction and card management, expense reporting, and electronic payments to help organizations improve monitoring and control, streamline processing of expenses, and negotiate better terms and conditions with vendors. Merchant Services Use our "one-stop" processing solution for retail, card - not - present, E- Commerce, debit /check card and check transactions. Chase Paymentech, a wholly owned subsidiary of J'.P. Morgan, is a global leader In payment processing and merchant acquiring, capable of authorizing transactions in 130 currencies. The company's proprietary platforms provide access to a wide variety of payment methods, such as credit cards, debit cards, prepaid stored value cards and electronic check processing. Offering secure payment solutions, improving cash - flow management, mitigating risk and accelerating funding — Chase Paymentech's consultative approach helps today's small and emerging businesses become tomorrow's industry leaders. On the Internet or at the point of sale, Chase Paymentech's unique combination of outstanding service„ innovative solutions and financial strength offers solid benefits to companies both large and small. Chase Paymentech's customer base includes more than 200,000 merchants with more than 400,000 locations, including many of the top brands. Chase Paymentech has more than 2,400 employees and operates a portfolio of proprietary (payment platforms, products and services. The company's executive team consists of professionals with an average of more than 19 years experience in the industry. In addition, our employees participate in and influence the payments industry through representation on the boards of the primary payment brands and networks. We also host an independent Merchant, Advisory Group to advance and evolve the interest of our clients. Orderto Pay J.P. Morgan's Order -to -Pay solution is an electronic service for business -to- business commerce that streamlines accounts payable yA /P), provides efficient order management, and expands opportunities for managing liquidity in the supply chain. Order -to -Pay has a number of components that enable the system to integrate easily into existing ERP systems and also provides a modular solution the City of Santa Ana can grow into over time as requirements and business objectives change. 55A -87 ���� proposal for the City ufSnm!a��nm «�,��1�/]yorgan The J.P. Morgan Order-to-Pay solution is a hosted software application, coupled with J.P. Morgan powered supplier enablement, training, and technical support services- all designed 1n eliminate paper from your accounts payable process. Paper invoices, paper checks, and even taxed POs can be inigrated to electronic transactions. The solution is entirely browser based and is designed to bring compete transparency and clarity to both parties involved in the settlement process, Pay Connexion Our government e-payment solution, Pay Connexion, offers a comprehensive payment gateway, including a wide range of features. Pay Connexion is a secure, multi-lingual (English-Soan�ti highly available, fully-bank hosted, Level 1pC|'OSG compliant molti'chwvou| electronic payment platform that supports credit and J"bi1 card, am well aoACH/o'oh*ck payment methods. Because Pay Conn°xiuniu feature rich and highly configurable, it can support the City's electronic payment needs now and as they evolve in the future. Pay Connexion is made available to the City as separate components, Internet or tcuch-lone telephone, or as a seamlessly integrated suite of services. Pay Connexion is typically available seven (7) days a week, 24 hours a day. Any scheduled or dark window maintenance occurs Saturdays o. Sundays between the hours ofRO0 am, ET and 2:0Oa.rn.PT. Please refer to Appendix 10 for additional information on each of the aforementioned products. Pagp08 ���� ��� -88 Propo5al fop, the City c,ef Swita Ana JPMoricyan tn 11, b'?r4w q If Q. . . . . . . . . I w ¢ Agreed. Plaqe Gc� 55A-89 ADDITIONAL INSURED ENDORSEMENT Insurance Company Park Assurance Company -- . . ....... . -- This endorsement modifies such insurance as is afforded by the provisions of Policy 9 015 relating to the following: EXHINT C 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702, its officers, employees, agents and volunteers are named as additional insureds ( "additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured,. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to on contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim iis made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included, 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702 (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective April 30, 20'Y0 Policy # this endorsement form as part of Issued to JPMorgan Chase & COr and any Subsidiary Company Named Insured Countersigned Authorized Representative 20 55A-90 Performance Monitoring Depository Services Cash �nd Vault Services Overall] F -_--_--- - - - JPMorgran Chase Critical Quality Measures ------ Previous Previous Three Years YTD 2009 Months {Pull _or _. _ jE'ye j . ...... . ........ _CqspDepository Measures Deposit Verification Accuracy* 2008 OrD965 0W70 Nov 09: 0.045 (Commercial Deposit Error Hatej* 2007 0,1554 Oct 09! 0,072 Definition: Measures number of errors in the 2008: 0,0527 Sept 09: 0,065 handling of coin and currency deposits including failure to deposit funds into the correct account, miscount of number of bills which results in crechfing the account for an incorrect dollar amount, or failure to follow agreed upon procedures in notifying customers of cash discrepancies Performance MAP+: 0.0680 Errors/1,000 Performance Target: 0,0670 Errors/1,000 Deposit Credit Timeliness 2008 51Z 99.990% Nov 09: 100% Definition. Measures percent of deposits received 2007 99.9790 o Oct 09: 10D% prior to cut -off that are credited to the customer's 2006: 99-992% Sept 09: 100% account on same-day basis -- Performance MAP+: 99,98% -- Performance Target: 99,98'/ Deposit Verification Timeliness 2008:99.993% 100% �0/6 Definition: Measures percent of deposits receiving 2007: 99.947% Oct 09, 100% provisional credit that are verified within 48 hours of 2006: 91,999% Sept 09' 100% receipt Performance MAP+: 99,92% r7 Performance Target: 99 93% — Cash Disbursing Measure 2008: 0.0618 0.0763 Nov 09:11,1201 Cash Order Error Rate per 1,000* 2007; 0W70 Oct 09: 0.0471 Definition: Measures number of errors in filling 2006: 0.0704 Sept 09; 0. 1145 orders for strapped currency and/or wrapped coin to include incorrect denominations and strap count errors Performance MAP+: 0.2530 Errors/1,000 Performance Target: 0.2500 Errors/1,000 Cash Order Timeliness (F A :00% Definition: Measures percent of coin and currency 2007: 99.997% Oct 09. 100% order requests received prior to a stated cut-off that 2006: 99.999% Sept 09: 100% are released 10 the CUSIpfflefST carriers at the schieduled time Performance MAP4: 99,97% -- Performance Target: g 97% - - -------- ..... ... ....... ..... .... .... . 55A-91 Wires Domestic Wire Transfer Services (Global Clearin ......... JPMorgan Chase Critical Quality Measures Previous Previous Three Years YTD 2009 Months Full Year _..... Wire Transfer Accuracy 2008:: 23.24 Oc109 °. 0.0'11 Definition: Measures errors iin the processing of 2007: 0.17 Sep09: 0.007 domestic wires that negatively impact incoming, 2006: 0.30 Aug09: 0.029 outgoing or internal transfer payments for customers '.. -- Performance MAP +: 6.0 Errors /10.000 Performance f'arceL:.40 f-rrors /10.,000 Same -Day Notification Timeliness 2008: 44.45K Oot09: 11.i 1 % Definition: Measures percent of wires received prior 2007: 69,58% Sep09: 13.77 /o to cut -off receiving same day notification through 2006: 01.23! Aug09: 15 -:02 ai Information Reporting Platforms -- Performance MAP +: 95.01Ye -- Performance Target: 97.0% Wire Entry Speed of Answer 2008: 22.44 sec. Oct09: 9 Sens Definition: Measures Accessibility of Wire Transfers 2007: 16.25 sec. Sep05: 21 Secs Personnel based on speed of call pickup 2006: 38.67 sec. Aug O9: 20 Sees -- Performance MAP +: 40 Seconds (sec.) Performance Target: 20 Seconds 4secy _,.__- _ -...., . � ................ Wire Entry Average Abandon Gall Rate 2008:2.45% Oct09: 1.2444, Definition: Measures the percent of incoming calls to 2007: 2.47% Sep09:. 2.52% tho W lre Entry that are abandoned prior to call 2006: 3.24% Aug09:. 2.62% pickup -- Performance MAP +: 4.0% -- Performance Target: 3.0% Straight-Through Processing Rate 200F,. 97,10% 0ct09: OS% Definition: Measures the percent of items processed 2007: 96J9% Sep09: 97.11 % straight through the system, i.e., less total repair AugO9: 97.02'M volume -- Performance Target: 97.50% +MIr}Y(nLlM .i cc Etabfe PerfOornance" DornWrrpQuahtyMelrlcs Overall 10/10 109 55A -92 October 2009 The information rontained in this document is confideni:W and proprietwy to Jp0or8mn Chase dCo. The business [esi|iency plans nfJPh\n,gan(howc6 Co, arcsubiectinthwnge without notice and dnnot guarantee that for every disaster o/business disruption: (i) SUCh plans will be Fuc(,e$$fLrlly implemented; or (ifl SLidr plans, if implemented, Yvik be sufficient and appropriate to avoid, deter or rnitigate the disaster u/ business disruption. �2009 iPMorgw{hia�e8CnA8 rights reserved, ������ ���-93 cowr|n ENT |^L Business Resiliency P|aDDiO@ Recovering from ur even avoiding a service disruption, whether a component fnibreorz full- scale disaat*r'depeods^aacvnnprrhenshpandet[ecUvecoutingencyandbu»inr#,wuov*ry planning process combined with experienced people to execute the plan. J,P. Morgan's business/edUencyptxnsmddresso8ya/tso(\hebm^iocoinc(odingemp\oycc:,fadKries, sy*\,n^*,te(ecommunicadnnsandchentz.OurbuoinessresiUeocypinnxaroUvingdoc000eois that are updated on an ongoing basis to incorporate lessons learned and tested regularly to validate the effectiveness and completeness nf the plans. Business Resiliency plans are c(assified as "company confidential" and cannot be disclosed or shared with external entities. For informational purposes, this document provides an overview of the Business Resiliency planning, testing and implementation approach in place for ],P.mnrgan's Treasury EtSecurities Services tine ofbusiness. J. P0\o/ganvsesanintegratedBusinessKcsi|iencystrategy1hat addresses both the disaster recovery and business continuity planning required to resume operations from a disruption and provide for continuing operations over the course of a business interruption tasting up to 30 days, J,P, Morgan's firm-wide Business Resiliency program complies with all applicable guidelines from The U.S, Office of the Comptroller of the Currency (OCC), the U.S. Federal Financial Institutions Examination Council (FF|EC) and the interagency White Paper on Sound Practices to Strengthen the Resilience of the U. S. Financial System. There are approximately 100 guidelines worldwide for resiliency and our Corporate policies and LOB guidelines were documented to account for the various global regulations and are subject to country audits. Recovery strategies and piuns are documented to account for the worst-case scenario, involving loss o( life and widespread geographic interruption, The firm's Treasury 8: Securities Services line of business maintains a dedicated staff responsible for providing Business Resiliency services to at[ business units. The BR professionals provide governance, oversight and compliance functions for business and technology subject matter experts, The team is responsible for ensuring that corporate, regulatory and country- specific requirements are met. Disaster recovery strategies and plans (also known as information technology recovery plans) address the recovery "f critical systems and applications from un interruption t*normal processing cycles. A full range of technical solutions are used, with the specific technologies appiied to each apptication/f unction depending on the criticality and recovery time objective of the specific application. Mainframe data centers use real-time disk mirroring and redundant hardware. Server-based applications can also use disk mirroring, clustering, geographically dispersed systems, and o/bite tape backups, depending un the criticality and recovery window o[ the ^pp|icnbnn(s). Documented business continuity strategies and plans address the recovery uf functions and/or people to one or more viable alternate recovery sites. When similar processes utilizing like systems are performed atmultiple locations, the use ofa sister site o. distributed operating model 1s generally the preferred recovery approach. A sister site is defined asa facility that performs like processes, using sirnaiar systems and equipment, and where local management possesses expertise on the processes to be recovered at that location. In situations where only workspace or access to remote applications is required, other J.P. Morgan locations outside the production site zone are the preferred approach. JYM0ro*an ��� �� �����m� CON r|oEmi|xL Plan, Development J.P. Morgan uses a formal Business Impact Analysis (BIA) process and a standard tool, to gather and analyze data with each business unit. For consistency of process and content, a Business Resiliency Ana�yxt works with the business unit staff tn conduct. this assessment. The 0A rneasuf es the potential impact of diSrUption to clients, as weR as legal, regUlatoryand financial impact ho the firmif the business process is not able tofuncdno. The business unit then establishes a recovery window for processes and supporting nif rastructure. I he recovery window range begins with intraday recovery and extends out based on the criticality and time- sensitivity uftheprocess, Output frorn the BIA is used to define and develop a preferred recovery strategy corrsistort with the specified recovery .vindn.v, Standardized methodologies, templates and tools provide consistent reporting mechanisms, helping to ensure that the selected strategy and the detailed plan address aii relevant aspects nf the FME[ guidelines. All business continuity plans ai e required to incorporate arid satisfy specific critical elements, incluchng: o Recovery Strategy ~ Employee Call Tree + Customers/Vendors ° Recovery Time Objective w Damage Assessment * Equipment/Software ^ Emergency Notification * Recovery Procedures * Telecommunications Recovery site setecLioo includes evaluation of sites that wU not likely heimpacted by the same event considering regional geography and critical infrastructure that supports The process. N many cases, alternate J.P, Morgan �ocabnnsor sister sites are the primary recoverycte, Select business units have established hot site locations for business and tochnotogy recovery white others have contracts with third party vendors to piovide and support business and system, recovery, Where applicable, business resiliency plans reference command centers, assembly sites, ofbite storage and recovery sites A formal process to document and approve recovery sites is in place to help avoid the potential dOUble-booking or business unit overlap at recovery sites. Additionally, support groups, such as Real [state and Desktop Support, ensure recovery sites cart be utilized effectively at the time of an interruption and that ti\ans are established to provide required infrastructure within allowable tirrieframe5, Testing, Training and Education All plans must compty with the firms' corporate testing policy and test cycle. Each le5iltivncy plan is tested annually. Exercises can inciude� F), NotificadnnProcedure`(i.e. C^UT/**^):xn unplanned and unannounced exercise ufo documented call tree. sil Walkthrough of Resiliency Plans: An exercise that validates that the resiliency plan incorporates all crihcai processes and identifies gaps or, other weaknesses requiiog remedration, It also familiarizes the business unit or support group staff with the plan and their rote in its execution. Waukthroughs can be combined with I-able Top or full physical tests as part of test preparation. W Table Top Testing� An exercise to validate a Resiliency Plan's assumptions including those related to dependencies, Support grOLIPS', outside. service providers' and vendors' ability to provide support. are sound and known by the other parties. x, FuKPhysica| Testing: An exercise that validates the Plan's ohihtyto recover business units, processes, applications, and infrastructure within the established recovery time uhjecbve without dependency oo the primary site. A-' -_-���~^ ���� ��� � -���� cOwr|ncxr|A' Resiliency plans supporting critical business processes are updated annually or when there are significant changes in the environment. Plan maintenance sessions are typically one on one sesoions,withiheb"doessvniLtoiormaUyreviewmiiaspcctsuftheresd|encyplanundn`ake Updates asnecessary, Where applicable, v/e educate each shift. of the general employee population on how to respond to an event at their facility, in addition to the earployees that will be directly involved with a recovery effort, |o addition, JP. Morgan has a/unna\, centrally managed, vahdadon process to evaluate the adequacy of security, disaster recovery and business continuity controls in place at critical vendors, A critical vendor is described as one who provides a unique, time critical service that is riot eodiy reproduced o,replaceable. Business Resiliency plans are Subject Lo reviews hvJ.P. Mm,gan"s Internal Audit Department and the Resiliency Risk Management group, which acts xs the firm's governing body for 8uSin*sske+iU*ocymca,ores,Thepiansmustnddrsusandcomp|yvithducuroeoUed orgu"izadon*(/olui/omonisAUfindjngsaree»caia\edinthchuoinessunits,Rjsk Management and division execuUve for review. Event Management, Escalation and Response, ].P. Morgan has regional crisis management teams in place to address emerging risks and respond tu actual oeCovw,y issues. Within each line u/ business, a crisis management framework isin place tn manage business units and customers through a potential n/actual ho»ino»Sinicrruphnneveot,Thisprocessb\+stcdonareguinrbosisandhasbcensuccessfuUy used to manage dn ough a multitude of planned and unplanned events including hurricanes, floods, snowstorms, terrorist attacks, technology interruptions and power outages. The following areas ire addressed: � Notification nf employees arid activation o( the plan ,// Damage assessment u| facility, technology and ,vnrkin'progress KU Evaluation and impactuf established service level agreements fx, Communication with key support provider s and customers m Recovery nfv/nrk-in-pruQrrss 7f, Recovery site activation fff, Impact un support groups and interdependent processes fK, Movement of work and people m Business unA and technology recovery m Restoration of the process back to the origmai production location J.P, Morgan is a large, geographically dispersed financial institution with the ability to manage complex events. Two-way pagers, e mail, instant messaging, and teleconference bridge ines are used to communicate and coordinate activities across all business units and support g,nupa� in an actual business disrUP11011, it can be critical to determine accurately the extent of dmrna�e and the resources .equi/ed to resume and maintain operations. Damage Assessment is comprised of three cornoonents, coordinated by groups knowledgeable in their established dis"pLioe the Facilities and Critical Infrastructure Group evaluates the facility and select supporting infiastructuie; business unit managernent evaluates the impact of in-progress and expected wm'kload and determines the appropriate level of response; Global Technology infrastructure evatLiates the impact on electronic equipment, including computers, network and servers, ���� m.��/v�ou�y�x�u ��� �� ������ cowr|ocwTI A k Within each line of business at each location, a senior individual, is appointed to represent the business aC the J. P.0\organ'sfirm wide Crisis {unnnnand Center. |n the event ufabusiness disruption, J, P, Mcrrgan will activate the Command Center in order to determine the scope of the disruption, the effect un the business and un Our xUcnto� When activated, the Crisis Command Center is staffed 24 hours a day with semor representatives from Facilities, Security, 'Technology, infrastrUCtUre, Risk Management, Lega(lComptntrice, Jnsurar, nce, Audit, MumanResources,Corpnrate{omrnunicadons/Marhphng,Nnanceandeachhnenfhusiness, Tv keep dients informed during aVusines� disruption J.k Morgan relies *n both written arid verbal communications, We provide clients with i egutar updates SUrrmarizing the Status Of the Situation and the impact toclients. Depending nn the nature of the disruption and the number nf clients impacted, the firm may use direct telephone calls, conference caib,t- mails, faxes, recorded messages, and other means to disseminate information, When applicable, communications, may indude contact information for those areas operating (At contingency locations, Minimizing Likelihood and Extent of ADis[uptio0 J.P. Morgan's extensive global footprint provides built-in redundancy for many core processing, operations and service delivery functions J,P, Morgan has Strategically located data centers and operation centers throughout the world. This geographicd1stribuLion hnlp, to reduce the impact of a local disruption on cur business. Each location has at least one defined and tested recovery site with connectivitytn applications and. a ce`tcd plan for retocating to the Mternate site arid resurnirip business. Further minimid^8 the likelihood ofa full scale business disruption, j.P. Morgan'sdata centers arid data storage pfocedUres have been designed to minimize tire likelihood of a diSoupdnnin the event ofa disaster, as described below, Ks Data centers have on-site backup processing I to address local equipment issues, f#',, Data centers arid I operations facilities are designed to receive electrical power front two separate ohUny providers arid are a|so equipped with backup power generation, and surgc Suppression systems. vc Buildings feature StdnI physical Security, using highly sophisticated systems to prevent against and detect fire, smoke, water and intrusion, These measures help to reduce the risk and minimize the consequences Of these events, Each building is sccurcdatLhwmainontraoce.n,qui/inge\ectromc|Ucardsfnracceo,|naddiUun'a trained and equipped security staff provides l4'huurcoverage. vw k\ major fadUUns.telephone service is delivered from two Separate switching stations and delivered to the building so that an interruption to one of the switching stations would not affect the entire building's workspace, .J.P. Morgan maintains a proprietary telecommunications network across nor global operating facilities and data centers, whid-i is designed to maintain communications in tire event ofa disastef, We have redundant components for each connection (e.g., routers, switches, etc,) which allow uu<o immediately correct device failures, Wc have configured our network *it�h mwKipie diversely routed paths that allow uscu.e dkec( traffic io the event u�adisruption This enables uSto revert io additional options io the event nfa provider nutager JTMOrgan ���� ��� �� ��K COwr|n[wTiA L Wide-scale Staff Disruption (including PaAdeNNiC Preparedness) Based on the World Health Organization's pandennic model, lP. Morgan has prepared a process for creating layers of defense to prevent virus transmission and a work around for the possibility of mass employee absenteeism. Our plans not only address a pandemic, situation but would serve US for other wide-scale staff disruptions. Planning incorporates preparedness and expertise from all areas of the firm. Consideration has been given !uthe unavailability of the workforce or closing of locations over extended periods of time, J. P� Morgan will exercise commercially reasonable efforts to ensure that the firm will meet fts obligations \o you and tn all of our customers. Contact Information For further �nformation on the J.P. Morgan Business Resiliency program, please contact� Mavreen81ich Vice President T\5|nformadon Risk Manager Telephone: 302 634 7496 |�M� w�x.m�ororan � ���� ���-���8 Portrait Fonru'IL 03M =0 55A-99 'S U 'h., ��" �I c "i hr J) f y » �..Y �„ 4.4 t 4' I �4 'V t• I� "r .. pp pp�� f , 'tl II��,,,,� W, Q. This guide is intended to provide information to help you understand each section of your Account Analysis statements). All balance terms, column headings and summary line. items are defined in detail with cleat cross references. Information About Statements Each month, you will receive a detailed Account Analys'i's statement for your account. It Von have multiple accounts, you will receive a summary A(co rut Anaiysis statement for your entire biping, relationship in addition to a detailed Account Analysis statement for each individual account. Detailed Account Analysis Statement The Beta fled Account Analysis statement Contains three sections: • Balance Analysis A conefse monthly and average year- tlo-dade summary of your average balances, service charges, and earnings allowance. fblis summary provides a step-by-step review of how your investable balance and earnings allowance were calculated, • Service Analysis A review of all services used during the month and the resulting service charge and halance equivalent, Senfices are grouped by product famNy. • Adjustment Pages To provide summary and detailed information related to your historical adjustmentsand finarn al impacts to your hill Summary Account Analysis Statement The summary Accormt Analysis Statement contains tour sections. In addition to the gala rice Analysis, service Analysis and Adjusorri Analysis se(6wris, the summai v Account Analysis statement also contains a Relationship Account Summary, which is a fist of all accounts. Included in your relationship summary. Account Analysis Definitions and Formulas 55A -100 S) S Summarizes your average monthly and year-to-date balances, service charges and earnings allowance. It provides a step-by-step review of I-Tow your investable balance and earnings allowance were calculated. hit the following descriptions, the term "month" refers to the number of calendar days the account is open within the month.. 0 Account Number/Group Account Number. The demand atelcoslt account (DDI number for flinis StAh.411prut. For r,,roient, flip ri number devniiah,c] in iopiosont 11 group of cvcc)riqs in a relatiomilip 0 Page Numbers: Pac h i of Ote analysis is numbered conesclifivoly and also reflects the total number of ii in trip entire statement, 0 statement Period; The lreginlnirvg. and enchric darn or the stroeirrient. 0 contact: Year LiMo(zan Chase relationship naina?cni department managing your relationship 0 Account Number! 1he nnirnircr of fliv Individual or group DUA covered by rhN Balance Analysis section. Average Ledger Balari Hie net sum of the daily hoOlve and negative ledger harancot for flip rnanIih, divided by the number of days in the Inonflic The balance of fins fast preceding business day Hs i for weekends and hcdhdays. Ili Less Average Fri difference h,w,,n tale average ledger bar,ince and average collected balance for Lie mordfi. PiVorgan Chase assigns Fear on deposited Kerns based on our Published avaiial 5diedcres 0 Average Collected Balamee: t he net rum at the dally Positive and negative wilecred cdlarc.e5 loi the rnwith, divided by i number of days in the month. Average Negative Collected Balance: The surn of the dairy negatives. collected balances forttue month, divided by The number of dcvs fin this month r This trAirline , n S Used I determining the negative cu(leaud bdi'Ince fee, Willich also appears in the 5ervidpfiknatycfs section oryour scalencent. Average Positive Collected Balance; 0 The SLIM of the, doully TI c011ecOnd bularices far the month, divided i the number of days In the north, (D Less Reserve Requirement: fire portion of trip DDA bolinkoc that must be set aside by the bank to inech reserve requirements. This account Is net available, to offset service r u,es, Average Investable Balance: The wrn of the average i collected baninces, less roseive requlrierecrnts (ress Loan coaddensating barances, it applicathe). This is the balance on which the vaiiI credit role (FiCk) is applied, Net Collected Balance Position: ifi• list Collected da[anc4, Position 1" the Burn of dreI rovemable baloney aod the reserve adjirsftnenit. For exn osc tannin Ps, These Positive ccolneLed funds are aviflable to yowl conipdriv In invet othrnL twidowte oar;,,aIlors for deficit bahtcnce�,, this is the additional] positive collecled halsvu,n requified to nffwt all service climrgcs, 0 Earnings Credit Allowance; 1ho calculated value or rtes mainlinnoft bridling the rrounth, which can be uwd to Lffliset bodance bawd servlcM charges. The i is disproved on each ronesponding detailed DATA statement. Balances Not Eligible for Earnings Total Charge for Services: The snnn Allowance; the edition of the of Ore charges for roorvicps reiI investable balances that does not This steMnar is dei in fli Service receive earl rr5ehfil, Analysis section, will be 6hhei r Hatences Eligible f©r earnings Allowance: fllw portion of dre Inve"table hataii that receives e ao6ngs credit. Less Balance Required: Balance cequired to Li the current month's balance r-based service charges. i (Dogi Investable Balance; llae excess or deficit in halini nerniirl acte.ir the harancec required to offset OM current nionhh's baence based service charges have been deducted. Reserve Adjustment Collecharl The reserve adjustment us used ion diciernninninp the (ohfi,(Fed balance position after offso of qPrvhP, cbartps. For excess investable balances, the res(ave, adustmeni represents SUrprus resorye4 based on e.,00es5 collected balances. Fx dtffict Investable halances, flip reserve adjustment rebm-cercs additional reserves based on deficit collected balances. 55A-101 A. Net Charge for Services: Apnouirl due for services after dectuding The local charge for serve es hom the earnings credit allowance where the result is nelsarive, B. Net Service Credit: Ani of excess credit remaining after the Wind charr,e for 5eivicn s has been deducted firom the earinings credit allowance where the i is Positive. Service Charge Amount: Net charge (total 5PIrViCe charge Ater offset of earning allowan(ah, which will or,, dobhod front DDA Vou have specified (on invoiced, if applicable). 3 55A -102 Jis"MorganChase ABC:' 0AAI- AfvY 123 MAIN ST CIIYST ZIP ..... . . ......... 1""AA 0 NOV I 11h,.,qh NOV 30 2006 0 (�t' : ath Account Analysis Statement .PA V, ....... . ... Balance ... . ... ....... Analysis I. Average 0 AYKNage Ledci(o 8all 73e,81J 1.19 739811 19 0 Los Aveiage Float 231,849 F3 -23184B 63 0 Average Collected Balamce v079G19& 5p7,981.58 0 Avg Negauve CoWected Balance 18;59'1 16 - 10,333.14 ID Awj P➢SItMt CollOCIFA Aal,wLe 524,34'272 12 524 342 Y2 JD Less Reserve Requirernew 52,434 24 -52434.24 Average Invs-,14qbjB Dalailce 471- 908,48 ---- -----471 908 48 Sal Not Ellgpble EFng Allow 200 000 to 20000000 Be] ElOible Emnings Allow 271,90848 271 908,48 Less Sclaime Required 2,614424 63 - 2,0'14,424 53 (D Exf:eW(Defidt Investable Balance �2 142 515 15- .. .... 7,142 916 15 Rescm, ACjji4rtjje3rjt-Coltl 238 057 35 -2380573,5 NO rollk7Ucd Balance Posicu, -2, -13fi—q 13 55 - 2,380 913 60 Service Charge Calculation Farnerte CIV,0, Allowaice 715 72 71572 riv Total ChA,p rai Seivices 4,107 87 -4 107 87 Nei Chwqe i(n �,urviccxs 3 397. 1 5 3,362 15 Service Charge Amount 3,392.16 Seovice Cfiafgea Wild Be Debited Frarn Ascouill 3 55A -102 'X rv'c' e hv' Provides a review of all services used during the month, product volumes, and the resulting service charge and balance equivalent. Services are grouped by product family. 0 Ar.couint Number /Group Account Number: The DDA Mannar for this statement. For groups, the account ninrub(n designated to represent a group or accounts In a relationship. Page Numbers: Each page of the anaysr5 is numbered consecutively and also reflects the tcloi ruirniner of pagi?s in the statement Statement Period: The bepuning and ending date Or the 5lacennent. Account Number; The number of the individual at group DDA covered by lihi5 Service Analysis section. 0 Service: This column rsts all services 0 used during the month, Sefvice5 are grouped by product family. 0 Number of units: This column displays total VOILIMP for each service Used. 0 Unit Price (Si: dhe price per unit Of service is displayed. if wCounts Within a relationship analysis have diffe(Onat pricing for the I;Iaie service, the services will be listed at each price for that service. IW Charge for Service ($): Tli clisplaVs the total charge for each Service. 55A -103 Balance Required: (U'rhe balance required to offset the current muilkh", balance-based service charges. This amount is calculaned by dividing the total chance for services by the E(R, then multiplying by the nornber of days in the year, anct dividing by the number of days in the month, a i Total Charge for SerViOe$ (5),: This api represents the sum of at charges for services rendered duling the month.. SummaryofAccounts: The r5l of atlt accounts included an your relationship, JPMorganChase 0 P.,,- 2 rf G7 JPMorganChase 0 fl"Ifil,m, { s B( ... - N A PacVr.4 .1 NOVI through NOV 30, 2006 (1) Summary of Accounts included In Analysis iii YhM�AII 17A 111 , I() I I 2'Il A, III U IV,j 11; 1 i'l I I I,l Z°4 ('18" l Il 3.)h7 H16 k47 "I III , 1 :-O, , i 1,1,11 W?t 114 HXII 55A -104 JPMorganChase Se rvic AM kl-,, N A Genj 0 NC 1 A,I,w� AO CMOAN, Add tvi 0 14,6 '�W NOV 1 011.,igh NOV 30 2006 i Depr — 1).Pci Service Analysis P` I Service Nut,rbv, Uuil CI ... g 0 B,da a Of LUIS 4) PricIe C) Service 0 1.11"ed Uep OF -"p MI Automated Clearing House Cn,drt, W H C ... fit 31 J 2000 I, 2C 1945 93 .J,,p Hq ACH ROI M'W11 1l 0.2(7170 40 155 746 AUI NJOO ... J), ke""dI 9 003176 Ul,7 14183 Pj la, 20 SI ame IGO K 8954429 Who L9.06139 X" 'I S46 C4 M B MI M.13 7), VA -5 (I Reconciliation Services R, I C41 v,!,M M"MiI, i 'D 0000 411 00 31622 14 14 rI CD rA,,)M Mewrww, 5", jf)fx 10 QC "'!.522614 M ki ki Cl Y 4"ec, 8WO,,, 1 562 0 04M 01248' 39 "34 95 Dish Information services C'It n C M nIvp I,,, 000c, L iuil P .11,fj Pl CrOl VvUeI.,l 1 23 01JUIJ 925.00 19 55315 UW Rpt/Iddl A,,,,,i v vS 000C rib 00 1',,,021 81 GloW I i Total Charge for Services 4,107,97 2,614,424.63 JPMorganChase 0 fl"Ifil,m, { s B( ... - N A PacVr.4 .1 NOVI through NOV 30, 2006 (1) Summary of Accounts included In Analysis iii YhM�AII 17A 111 , I() I I 2'Il A, III U IV,j 11; 1 i'l I I I,l Z°4 ('18" l Il 3.)h7 H16 k47 "I III , 1 :-O, , i 1,1,11 W?t 114 HXII 55A -104 il�,' d jt,t s t rr � °k:, ni t P;,i g e s Summarizes your financial impacts related to adjustments processed during this period, as well as re•states your balance analysis post the adjustments processing. 0 Deposit/Group Account Number; The demand deposit account (DUA) for this staternerro. Forgroups, this is the account designated to poresprito gloup of accounts In a �ei'l .... o'M, 0 Page Numbers: Each pace. of The analysis is numbered consecutively and also reilects the total rruuaber of pages in the entire statement. 0 Statement Period: The 1) eginning and ending date of the statement. Financial Recap: This section wifl list, any historical pencils that Were impacted by adjustments and Net A0jusinneirl Amount, 6 0 Billing Account: The DDA account number that is assessed with the net service charge amount. 0 Cycle Date: The nronriand year of the adjusted historical period. 0 Settlement Date: The date the service rhavges were due. 0 Previous Net Charge for Service: The service charge amount test assessed for the reported period. 0 Adjusted Net charge for Services: The service charge amount after the achushment is applied, 55A -105 Net Charge/Credit for Service Adjustment Amount: This difference between the previous and adjusted Net Charge IV Serrvices Historical Adjustment Surnionsweir Peter to page 2 for descriptions of each field, This section will chow year previous Wance. Informafion .v, word as your adjusted batance info u,ation. which o after all adjuw.i were processed for this CV(der AUC COMPANY Adjustment Pages 0 Final Recap 0 ffilhingAccountl 111,1234567890 0, Q y t& settlernord Dale AUG 2000 as 31 -20011 SF. SF. F "t 2006 09 -30 -2006 TOTAL 0 G.* Acco,,t lil 1?345678;dol 0 Flage 26 0 27 0 NOV 01 leroregi, NQV M 2006 0 Precious Net Charge for Adjusted Net Chance for Sm.ue. services (D Historical Adjustment Summary G,o.p Account I l I DDA t2345678901 AUG01 through AUG. 31,2006 pg cojefiory net. previously Reported A,o,E,yup Ledje, f3alarc. Less AmQcaga, F fvia A,&,age Collor,i.d Le" Aewve Requluument A,,.,.Ue I n,.,trW. lt.la.. I eF'a D.quiod Fxce.'F� (Dafibl) Invest Bel Arlp.le,.ni 0.11,,.1 ed NO CoHoCted Bahr,,.c Fc&lr, Sarviice Charge Calct0alion k arni,,gsGe(1,t Afrse.n,o I tat Charge for Se"Gres Ne(Ghur,jv for Services &Q_JnBTE0 ACCOUNTS INCLUDED 111 DOA 12,'145678901 Histoncol Adjustment Summary 5ruup Account I 11 DDA 12045678901 SEPT 01 lka�qh SFP1 30 2006 Des.,gotion R.I. P,.y .... IV Reported A,*,Age Led%ev Oaladlce Less Average 9 lo.1 Aywaljo C*lluctstl ffaano Less Rcsolve. Hcquire"Ielt lot urtable Balance Less Balance Haqpired L xoats l0ekilf invest Dal HaseNe Adjurle'sKII C.lerlsd Net Collected Bala,,rx, Prrsiwo, Service Charge C.I.W.h.r, i a ... once Cretin Allowaorce I alal Charge for Servicas (Yet Credit for Serv,co. ADJ05TED ACCOl LN%kME—Q 3,446 1? i) CC) Balance Information Previously Nnqrted 3;14,912.38 303 534_sO .30353.48 �5) 3 ii1 to 090 543,17 92r, JET - 91.7116:87 91 7,068 14 1 120,39 4 b65,h I) ,j,446. 1 2 Balance Information I'Myl Luwx—R jJ -qR2K!2 366,9399.18' ..........._48,708.03_. $19.2611.5 31,828 10 266,483 03 .%31,5F4 26 t54,888 71 1'7,209.88 172 09B,fifl 962.94 -4413() 519 $4 55A -106 IA,449 69 () 00 Net Charge / Credit for Se"loes AdJustalAnTount 357 a 00 3,57 Rate Adjusted Balance Information AWPOrled Ad yg!lto,Ropotad ;324,912.38 .312 377 e@ 3D2 ,524,90 30 2b,3 48 212,28 1 4 -- t 093 l 12 CQ - 91,243,48 9'12.054$6 1 11682 3 449 fir) Rate Adjusted Balance offemodar 366'd89.1 a 49,208,03 717 „781, 15 -31 178,10 9'86'0a3 05 f 18,688 25 9x9..49 4!o2. oo 50 1 fJ - 7 W 's Details your balance and volume/pricing adjustments. Information includes dhange to original transaction and iiiinpact to charge for service. Deposit/Group Account Number: The demand derostaccount lDDA) for this statement. For 900Lads, lhy5 is Ifif? account desjgmlted to top resent a gaup Of pr(OiLhote in a iel�inonsrrip. Page Numbers; Lade page Of the analysis is numbered Cons(ICUOPPY and ai5o� reflects the total number K) f pages in F hie eni i Q e bF a e ro ent - 0 Statement Period: The beginning and ending date of the Statement. Adjusted Cycle Date: The north and Wear at the adristfrol historical period. 0 Account Number: the Dup to which a balance WjUshment has twer alorslred. Date Posted: Flip code we processed the balance adjustment. M 0 Start Date: The first date, dUthnig the month reported that the li adjustment is ei 0 End Date: the fast date during, the month reported that the balance adjustment is Ofective 0 Cotlected Balance Adjustment Amount: The dollar amount Of the balance adjUSl1i 4De impactto Average Balance: The balance adjustment amount multiplied times the number of PffecTive days than divided by the total numoer of days in the period. impact to Earnings Allowance: The amount that is added or sohtowrld horn the Elanhng, Allowance as a re'SiAlf of this balance adiustri This amount does net reflect reserve requirements. 55A -107 IS impact to Net Charge/Credit for Services: The amount that is added or Subtracted from the, Net Charge,(Crecit for Services as Z3 ce5UH Of 1111h M12M(� achusiricern. This aprouni does not reflect Msetliv 1@qUirpicients. Product Family(origin Code and sershme the product rairrily or tockbnx number, doppficableand the splrvice description. Unit Price. The price per unit of service is displayed, (D Number of Unics: the eclat vWHirre fol each service. Charge. for Services: fine kitaf Charyl, for each service JPMo� rganChase 0 WIMortlaro CljflSts N.A. Ar C COMPANY 0 Group Are (ru 1 t 1 1 7 J) Page 27 of 2'7 4D NOV 01 through NOV 30 2,00,6 Balance Adjustment Detail 0) Impact to 0 AUG 01 through AUG ", 2006 Earnings ChargOCrodi& 0 0 0 for Services Q) Date Posted start Date Ernd DAte Collected Balance Impact to Average Adjustment R&gneg Amw,t !I 0 111 DDA 12345678901 11- 101 - '20061 08-01 -2005 08- 31 -200F9 -1,W0 00 Total AUG 2006 SEP 01 through SEP 30, 2006 TLa—tePqs!.qd §LaftDAJR End Eate. Collected Balance Impact to Average Adjustment Balance -Amq-Lt.n i l 11 IDUA 1234557390 I 1'1 -'10 -2:106 09-01-2006 09 30-20106� - 1,000.00 total SEPT 2006 Volume/Pricing Adjustment Detail SEP 01 through SEP 30, 2006 (D Product Famil6) y/069in Code Unit Pligg &Ild Seryn; 0 111 DDA 1234567b901 Account 1362✓ ]CPs 0 0) Impact to Impact to Net Earnings ChargOCrodi& A112w Angg for Services 3.57 -3.57 -3,45 -3.57 Impact to Impact to Net Earnings ChargeXredit AdIpwanme LQLagrvqgs, -3.46 -3 45 -3,45 4) 0 tLy_mber A�of 9L1a-r9_e!-0r-$-Pty1rcS-$ Checks Paid 6000 10 4000 10 Impact to Net Charge/Creclit for Services is 1X00 Account MlifltOnacCe 40 (39�00 1 40 6000 2 hipad po Net Charc CJJt Ior Services iis 10.00 rQTAL SEP 2006 55A -108 Original AdjugIvI 00 10,0'0 Onginll 20.00 Adjustied 10,00 9.00 9 . cou9 0t AneAhN sVs De& in I10onC'I and Ir a_�d+�v,bI vlL� �f'�a,r:;f This listing of terms and defirtitwans is provided so that you can easily review how the Account Analysis figures were calculated. Average Collected Balance: The net sum of the dallq ending positive and nrgatilve, collected balances for the rnwrth, divided by the number of [days in the rmonth. The average collected balance tls the average Ie% „er balance, lass average hbaR. Average Float: 'ffre difteranc'e be wovn the average ledger balance and the average roIpected balance far ^the month I Fria nrgan chase assigns float on deposited Items based on our published availability srhedules. Average Investable Balance: The average positive; collected balance, less reserve requirement (less loan compeeahng/ halanres, if applicable), This is the balance on which the ECR is applied_ Average Ledger Balance: The net sun of the culy positive and negative ledger balances for the month, divided by the number of days in the month. Average Negative Collected Balance: The early negative collected balances for the month, divided by the number of days rn the month. This balance is used in determining the negative collected balance fee. Average Positive Collected Balance: The daily positive collected balances fog the month divided bathe number of days in the month. Average Year to Date: The balance analysis lino tale, ulations averaged for the calendar year. When an account is opened during the year, this column represents th�c average since the account was opened. Balance-Based Service Charges: Service charges that can be offset by the ear nings ¢redllt allowance. 10 Balance Required: Balance required to offset the current month's balance based service charges. This amount is calculated by dividing the trial charge f' err services by the ECR, their multiplying, by the number of days in the year ainadl dividing by the nurnber of days in the month. Balances Brought Forward: For accounts on a settlement cycle other than monthly, this represents the excess balances carded over from prior goners to be accumulated Within the current month. Balances Taken Forward:: For accounts on a settlement cycle other than monthly, this represents the excess balances accu nulated within thennalysis cycle, which wif be carried omertothe next month. Charges Brought Forward: For accounts on a settlement cycle other than monthly, this represents the amount of service charges carried aver from prior months to be accumulated within the analysis cycle. Charges Taken Forward: For accounts on a settlement cycle other than monthly, this represents the amount or service charges m( Militated within the analysis cycle, which will be carried over to the next month. Collected Balance: Ledger ha,lance less float. Credit Requirement: If required, the collected balance that must be maintained for credit services. The balance has been adjusted by the LIA reserve am¢unt- 55A -109 Earnings Credit Allowance: Calculated value of balances maintained during the month, which can be used to onset balance -based tervae charges, This, anerunt 15 calculated by multiplying, the ,ave,rave investable balance. time tht; F.C10, Times the number of days in the month, divided by the number of days in the Tear. Earnings Credit Rate: The mate used to value your average Investable balance. Excess (Deficit) Earnings Allowance: Difference between the earnings t:redit allowance and the balance- based service fringes. Excess (Dell Investable Balance: Tine excess or deficit In balances remaining after the balances required to offset the current month's ba me -based servkp charges have barn deducted. FDIC Assessment: A pass-through fee based on each $1,00o of the monthly average ledger balance, times the current Premium rate. Fee -Based Service Charges: Service charges that cannot he offset by the earnings credit allowance. Impact to Average Balance: The balance adjustment amount mullipfcvcl hnaes the number of effective days then dlvidlerl by the total number of days in the period. Impact Earnings Allowance: The amununt that is added or subtracted frorn the E'arning's Allowance as a result of balance adjustments. (c .o n t n ued) JPMorgan Treasury Services Jpnaurgaan.com /Cs The &,, v aC'wgeY(OnlllRChI(% the d( l count 'anlalosl1 Statemflts In the ZU' JP a le III,Aoid'4i iuuslTih,vR purpI Ond m, difloi I, lmry( w vs a C1 u I (,,m, a'0 IWm'(8, b)20"IPM)Ep CI,,,$C All tPl,,rtpa MfllL 55A -110 IPM.,gal Ctrava 8, n, N A. Membx,Mir N#df NOV 21 �111 NO Document Checklist | JP'IMORGAN CHASE BANK, N,A. Robert Donahue 949w71-9869 Robert. Donahue@chase.com Attn: Christine Duarte CITY DF SANTA ANA 2V Civic Center pLZ Santa Ana, CA02TD1401O Dear Christine, For your convenience, ow the following page ism listing nVdocuments contained |n this package that pertain to the prod ucts/services you have requested, with instructions for each document. Please review the list for accuracy and contact us immediately ifyou have questions o,concerns Any modifications bo the attached documents, including but not limited tn any changes, amendments, deletions and/or additions, will not bebinding upon uoun|ewoouohmodifications are acknowledged and agreed 1nin writing hymm officer of JPyNu/gan Chase For Your protection, where documents in this package are being sent as e-mail attachments and have been pre-filled, the account and/or SSNITIN number has been truncated to the last 4 digits, or the documents have been encrypted and may require a password toopen. If you require specific information regarding your account, please contact your Service Representative. PN: 350914 55A-1 11 IIN.- 350914 POCIP: 0 55A -112 Page 2 oj'51 1 1111111 Certificate Regarding Accounts v1.4 02 »jo |wstwu*o*"s: Complete all relevant spaces with the requested information vs applicable m the type of organization. Obtain dgnatomo; certifying signens) at the conclusion of the Certificate, HEADING Customer Rome: CITY OF SANTA ANA Tax Identification Number 956000785 ("Client Entity") Business Name Jurisdiction of Organization CALIFORNIA Type of Organization [I Corporation n Sole Proprietorship El Trust El Unincorporated Association (Check One) [I Limited Liability Company [I Partnership lincluding Llmiled Liability Partnership) [] Business Trust �under Delaware or Massachusetts raw onli [I Joint Venture 0 Governmental Entity sperity type): MUNICIPALITY E1 Ofber—_ * DESIGNATION OF DEPOSITORY. This Certificate Regarding Accounts (this ^ComWcmtm~}is provided ^o any bank subsidiary rJ.P. Morgan Chase &o,x "Bawk") 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") P CERTIFICATION (as applicable to Type of Organization) 1, Corporation, Limited Liability Company, PartnershipILLP, Unincorporated Association, Business Trust, I am an officer member, manager, dklm general partner (or person amhmritwdtorepresent the member, manager, director ugenem| pmoner).ms applicable, mcus�ome,rY Certify /n Bank that life governing body of Cvmo/no/hasadnptedmoo|otionn»umo,omgau actions and agreements described inthis Certificate. Those mmvk*ioo* were adopted in accordance with all nq:|wmwmudrev and of Customer's organizational documents, have been entered u the regular mio*le books *Y Customer, have not been rescinded, or nodiffed, and are now in full force and effeCtr z Governmental Entity |am either the custodian m, the official records v/Cuumme (the "Certifying Miur),ur the public official authorized by law to espilb4sh and administer the financial rarOUntS of Customer (the "Financhd Offiver") and authorized to take all actions described in this Cedificate Bank has been designated a depository for funds of Customer in the manner incurred by applicable law. I county to Bank that the governing body Of ClU$tUrner, f any, has adopted resoititions 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, ordiriarmes, or other applicable laws and docornerns have been entered in the regular nonirre books DfOustamer, and arp view in full force and effect y Trust. I01mer than a business nuno:am (we are) all u/ the duly appointed and acting uumow<}n/ the trust |mm> certify mBank friar trusl agreement arid all other governing documents luthanze the nustees to take all actions and enter into all agreements described in this Certificate, arid: that such authorcrafion is in accordance with all requirements of law now io full force and effect * Joint Venture. We are ai| the joint venturers nf Costume; We certify m Bank that the joint venturers o/ Customer have aoi"'.zed all actions and agreements described in this Certificate, and that such authorization s now in frill force and affect 55A-1 13 5 Sole Proprietor. I arn the CuidDirpep, and I individually am the sole owner of the Business, The Business is hot a corporation, partnership, limited liability company, or any other form ,f business entily | his Certificate constitutes o durable power r|attorney appointing agents, each acting singly, to take any and ail action arighollized under this Certificate of any other document described in this Ce*0cm/,, This power *Y attorney will *vmivw my Incompetence, incapacity, or disability "Atticurney-fin-Fact" means any of file following listed persons, acting singly unless otherwise provided in this CenfinaW C AUTHORIZATIONS (applicable w all Types vyOrganizations) 6 Account Opening. Earn Account Manager is authorized W open one v, more Accounts from time to time with Bank "Account Manager' means each person xo|diogan officer title with Customer |f Customer |sm/imiwnu|inmmy company or partnership, 'Account Manager' means any member, manager, general banner, v, trustee (or auVro'iz*j official Wa member, manager, general partner, nr trustee) o' Customer. However, N any names or titles are listed |mthe following line, "Account Manager" means only this following listed persons: I If Customer is a sole proppieter, 'Account Manager" means only Customer individually <| the owner vr the Business) or an Aftorney-lin-Fact, if designated by Customer If Customer is a trust (other than a business trust), 'Account Marniger" means only each individuW trustee and each person authorized to act on behalf of any entity trustee of Cuirtminer. 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 ps a governmental entity whose financial affairs are directed by a Financial Officer "ACCOUnh Managier' 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 Ceptifying Official. Opening any Account wilp coniciffirithe Customer's agreement to be bound by all of Bank's account terms, orindhons, documents, and agreements (as they may be amended from line to time) executed or delivered in connection with the Account Banking: Services, "Authorized Person" means any Account Manager a* designated above |o Section C6 Am Authorized Person may perform any n, all of the functions listed Wow. Subject to any written agreement (and other forms applicable mhm products and »,wiceW, between Customer and 8am" any one Authorized Person i* authorized W(1) sign checks, d,aftm, notes, acceptances and other i*utmxnenm n:xffleciavery /m|e',edt^ao°I^mmm"),[2>,akomoxmcbnwenu/urviveininstmn/ions)owrihon.verbaUy,w|nctmnico|yo, vmomiso,<"oowtjrwctronx`}a» provided m the account terms m other between Customer and Bank, and V$identify, implement and contract with Bank for cash management product and services relating to an Account anchor other general banking services fop the benefit of Customer, Inducing without limitation electronic funds transfer services, electronic information Servoeer automated clearinghouse services, $*kboxservices, fraud prevention services, "rduoawnmed sweep investment services. Use of any such service will constitute Cus,mnor'magreement to Bank's standard agreements applicable ,o the crackpots o'services III Changes &wmo�z����m Persons. The Secretary, any Assistant Secretary, p any Account Manager instwctBank m add, delete m otherwise make changes h/ Authorized Persons byv written notice tv Bank ('^Chw"W*N.Uce^') The Change Notice w,outd identify all changes to Authorized Persons, including persons added o/ deleted, certify the name, hire, and signature vf each adu|hvna| Authorized Person, and set forth any limitations to, the authority ofAuthorized Persons. 9 0*pwwo*, Bank is authorized to accept for deposit, credit, collection, or any other purpose items or electronic deposits payable to (1> Customer hy any trade name ox style used hy Customer o'(2> any owner, shareholder, partner, member, manager, trustee, or vwmu^*,of Customer ("Ovawlo,(3) more than one, Owner, either jointly v.in the alternative All Items moyhe deposited many Account with or without endorsement r unnfinucrileffectiym«ss. This Certificate win continue in fruil force and effect urtil Back actually receives written notice from Customer revoking "q this npmnca*e and Bank has tied a reasonable opportunity to act on it Bank may conclusively presume that this Certificate io|o effect and that the persons Identified from /i.ne tv time woAccount Managers *r Authorized Persons by this Certificate, any signature card, or any Cluinge Notice have been duly elected or appointed and continue to field such positions Customer releases Bank from any liability and will Indemnity Bank against any loss, liability, or expense arreng from Bank s reliance orn this Ceirlificane or any oVier certification or instructions brovded by the Secretary, any Assistant Secretary or any Account Manager. D ADDITIONAL PROVISIONS <owly applicable toTrust or Governmental Entity 1p� Delegation of Authority Per Trusts. If Customer is a trust (other than a business each, expressly /op/ooanuo that the delegation o(authority provided m this Certificate is for the ministerial act ur 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 Birk is enutled to pely on this prepresentabon in conducting any business rotating to any Account of the trust 55A-1 14 III W11 f11N11II 12, Death, Resignation, or irebrifty of Trustee to, Act. If Customer is a trust lather 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 nottly Bank and to provide Bank With a new Certificate authorizing Bank to ad on the order or instruction of any newly appointed trustee M Authority of Governmental Entity. It 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 relafing to the Accounts. Bank may demand conclusive evidence of Customer's authority. Notwithstanding any agreement to the contrary, it Customer tails to provide conclusive evidence of its authority upon demand. Bank may immediately and without prior notice terminate any Account or service provided to Cuslorner, and Bank will not be liable to Customer for any damages in connection with that termination E CERTIFYING SIGNATURES I Applicable to all Types of Organizations EXCEPT Governmental Entity Certifying uipnature Certifying Sginalulve - pi�li�,KWre ­­__­ ­­_ ­­ - ----- — c7p­uclymoe . . .................... E Mari Address ............ - Phone Wum6er Executed this ----day of I 55A -115 11N., 350914 DOCID: / Page 5 q/ 51 IIIf11111WNIII 2 Applicable ONLY to Governmental Entity a) Certifying signer is: Financial Officer ❑ Certifying Official] FRANCISCO GUTIERREZ ..... . . . .... ...... . . ..... . EXECUTIVE DIRECTOR, FINANCE & MANAGEMENT SERVICES AGENCY . .............. . FGUTIERREZ@SANTA-ANA.ORG 714-647-5420 E-Mail Address 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 indicwedi i!P the foregoing Ceitricate, and is authorized by law to establish and administer the Accounts of Customer and to take ad actions and enter into all agreements described in the foregioing Cedificapt, I further certify that the sugnature set forth above is the Financial Officers signature x C/2 CHRISTINE C. DUARTE Printed Name TREASURY MANAGER yttin-- ------------ ---- ................... . . . . . ....... . . ................... CDUARTE SANTA-ANA.ORG 714-647-5335, .... ... ... .. . Address rn6ne Nurnbef Executed this day of 55A -116 PN.- 350914 DOCI& I Page 6 of 51 1 1111111 CRA Instruction Sheet HEADING | Jw,isdicdonofOvoaoizadon - This is the state, territory, v/ country where the entity was organized 2 Tax Identification Number - Used by Internal! Revenue Service <lRS) in the adminstrabon of tax laws 3 Business Tm.ot-A 'business trust" os used i"this Certificate (CRA) is a legal trust set up for the purpose of business in Delaware and Massachusetts. The purpose o+a business trust .«to operate a profit venture for the beneficiaries vf file dust 4 Governmental Entity (specify type) - Examples of governmental enfides include municipality, county, state, government agency, school board, etc. This is a statement regaining the purpose of this Certificate (CRA) B CERTIFICATION - By Entity Type i Corporation, U*NbidUwbiNwCnwpm"uPmmaer*hipiuoimo^xp*,m/odAssvciao|*u.u,ouaiwousTruoo-TheappmP/ia*o officer must certify the governing body "YN"Custvmmhu*mdnptndwmdutionoeuthmizing&mactioomandn8mements described |o this Certificate {CR*>. After reading this paragraph, proceed tv Section c, 2 Governmental Enti There are types *| officials who may make the codifications inthis Certificate (CRA) for agovernmental entity, either a Ceffifying Official, or a Financial Officer ~ C°ufyiognffioa| -This is a person who has been elected,irippoineWcharged with the responsibility for the official records of the governmental entity that they represent, and holds an office comparable to a corporate secretary, a g for example, the Town ur County Clerk, the Secretary v, the School Board ^ Financial Officer ' This mused for persons holding a specific governmental office which has been aufficrized by law to establish and administer Accounts forthe governmental entity they represent, a 9 State Treasurer After reading this paragraph, proceed to Section C 3 Trust ~v)fher than * lousiness trust) The trustee v.u"sitew* must certify that all actions and agreements uescnbemmthis Certificate (CMA> are m accordance with all requirements oY law and of the Customer's trust agmmm*nt and all other governing d*cum^ms After reading this paragraph, proceed xa Section m. 4 Joint Venture - Each joint venturer mus! certify that alll actions and agreements described in this Certificate iCRA) are allthorqed After reading this paragraph, proceed to Section C. u Sole Proprietor -This section indicates who may take the actions described in this Certificate on behalf of the Owner of the sole proprietorship. |( any person will ooauthorized to act on the behalf ov the sole proprietor, they must mo designated .nthis C*nac*m <rnx} This person will be known uo voamey'm'pad` x sole p/op|u/o/io not required ,n have ao"*ffmn,ey-|n'pan"After reading and filling in this paragraph, If applicable, proceed to Section C, C AUTHORIZATIONS (Applicalohe to all Types of Organizations) (5 Accouird Opening - This section kleaffies those persons VAccoubt Managersi who will have authority to open Accounts for tire entity described in this Certificate CRA), 'ribvabon. Unincorporated Association Any person holding air officer title a|mCuamme, LLC, Partnership UF Any member, manager, generat partner, or trustee, as appflcable of Customer Sole Proprietor The Cuslomei individually i e , Vie owner of the Business) or an Aucirney-in-Faiit, if designated by the owner of the business I rust (Other than a Rosiness Trusq Earn individual trustee of as specified in tire Irust agieernenli Joint Venture Each joint venturer Governmental Einfirly . R Customer is a governmental entity whose financial affaus are directed by a I'manicial Officer, "Account Manager" means only the Financial Officer . It Customer e; a governmental entity whose financial aflabrs are directed by a governmental body, "Amount Manager" means only the Cerlifying Official M, 350914 DOCIP: I Page 7 o('51 CRA Instructions/Explanations Account Openjorti, continued: If paragraph 6 is filled in with one or more specific pocifion Itiesgundficins, such as "vice president or controller", then only those persons holding that title and/or function will be allowed Loopum Accounts for Customer If paragraph 6 is filled in with homes of specific individuals, then only those individuals will be allowed to open Accounis for Customer Banking Services - Describes persons who are authorized 0, perform banking transactions for Customer and what those transactions may entail. "Authorized Persons"f"Accounh Managers' are designated in section C6 of this Certificate lCRA). 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. 10 Continued Effectiveness - Describes the borers Linder which this Ceirfificate (CRA) will remain in full force and effect D, ADDITIONAL PROVISIONS (Only applicable to Trust or Governmental Entity) I Delegation of Authority for Trusts (Other titan Business Trust) - Declaration of the trustees as to the purpose of the delegation of authority described in this Certificate (CRA) 12 Depth, 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 lWho can sigh the Certificate lCRA)) 11, 1111 111 1 1 1 Jig i Corporation, Licilled Liability Company, Unincorporated The CEO, CFO, COO, President, Vice President, Treasurer li Association, Business Trust Secretary or Assistant Secretary of the organization or other equivalent officer Only I signature is required, or as specified in the curitoiner's orgariyzational documents Partnership, Limited Liability Partnership Managing partner or each Pairtrior, it a Managing Partner has not been designated Trust (Olney than susiness"l-rusi) All trusiects) or as specified in the trust agreement JDjnt Venture Joint Verfuner(s) Each Joint Venturer eiourd sign Governmental Entity represented by a Financiiiii Officer Financial Officer accompanied by a second official signer who authorized by law as described in these instiuctions page 1, cerfifies that the person signing holds the office indicated section B2 Governmental Entity represented by a "Certifying Official' as .................... . Certifying Official described in these didrucfions� page 1, section B2 Sole Proprietorship Owner 55A -118 11N., 350914 DOCI& I Page 8 01,51 Account Terms V2,210222m 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 aoagreement between the Bank and Vie Cu*/omo'Refeences,u"tneaaox.whnoonodintho Amount Terms, shall mean JPMorgan Chase Bank, N,&, arid any of its affiliates of subsidiaries, as applicable References to the "Cumnwmr^i^ the Amount Terms mean the governmental, nonfirriffir or business entity to which the Bank provides accounts arid services, All accounts subject t* the Account Terms are, regardless ,f their location, referred Lv"n this document as'Accnvms ^ The Account T*nnomay be supplemented or amended by existing or future agreements terms and conditions, and notices, indurtfirg, but not firmled to any terms contained in an account application, signature card or similar doeurnent for an Accourat or arrangements regarding specific types of Amounts of services ("Services") offered by the Bank as described herein or which by their terms ("Service Terms") are subject to the Amount Terms By signing the signature card, account application or Moular document or by using or continuing to use any of the Accounts or Services, the Customer agrees to the Amount Terms and such supplements, amendments agreements, terms and Conditions, notices or Service Terms, as applicable The Accounts established with the Bank are sublecii to the Amount Terms and relevant Account documentation [Acm /o natio The Customer shall not transfer any of its rights and obligations ma: Account mwith respect m a Service, n, create any form 'fsecurity interest over such rights and obligations or in an Amount, without the prior written consent of the Bank Authorized Persons. ,/ The Bank a authorized w rely upon any document that indicates the person authorized to act on behalf of the Customer ("Authorized Person"i 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 herminahon instruction. rhe Customer will provide specimen signatures to the Bank, in the mariner 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 arid remove Authorized Persons� execute or otherwise agree to any form of agreement reliffing to the Accounts of Services, including, without limitation, Account Crocunnenftkhon� 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 clocumenrs� draw, accept, endorse or discount Checks, drafts, bills of exchange, notes and other financial instruments 11terns'�, receive resisters related to security procedures; and give instructions (`Inrriruolionrc�, inducing, without limitation, requests and payment orders, by means other than the signing of an literor with respect to any Account transection. Without linistafflon, such Instructions may be given singly or othemilve reqrfrding� (1) the payment, transfer or withdrawal of fuinds by wife, Computer or other electronic mearls, or otherwise, In) money, credits, items or property at any time field by the Bank for amourn of file Customer; or (H) any other transaction of the Customer with the Bank 1 3 if the Customer Bank with facsimile signature specimens, o'if the Customer issues Items with * facsimile signature 000ne occasions, at moire the Bank | authorized uo pay Items signed by facsimile signature (ioduuioV but not limited to, compvte'gwow/*wd signatures) .f the adva/vr purported f*rwmne* urb, regardless rr how */*; whom affixed, resembles the specimens filed with the Bank by the CUldomerr or resembles a specimen facsimile signature otherwise employed for the Customer's benefit 1 * The Customer represents that, prior u`»umnmmg any document which designates the persons mxxo,izmoto act ox the Customers behalf, the Customer shall obtain train earn individuall referred to in sucu document air necessary consents to enable the Bank to process the data set out therein for ffre purposes of providing the Service Instructions; Security Procedures, 1| The Bank and the Customer may from time mtime agree upon u security procedure wbwfollowed by the Customer the issuance of an Instruction arl 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 algorithme at other codes, identifying words or numbers, encryption, call back procedures or sinAar security devices. It is understood that such security procedure is designed to verity the authenticity of, and not to detect errors in, Instructions The Coolorner agrees to safeguard shelf 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 Cohere to the mconly procedures for use of the Service orivised to, it in writing W electronically by file Bank, as may be revised from time to time upon ounce to the Customer ?z The Bank is not obligated /o confirm any Instructions |f the Customer, other m^nwith respect `n security procedures, chooses m confirm an Instruction, any confirmation must be clearly mwked as such, and. if there is any discrepancy between an Instruction and a confirmation, the terms of the |oahnchon shall prevail. Subject the Bank may,g its Option, Use ally means mCmmUmom corhy any request or Instruction, even ff any agreed security procedure aperture to have been followed |f the Bank |u not satisfied with any confirrination or Clarification, it may decline to rarer the Instruction ���� ���� ���U U�� � 'I Deposits. 3 t All Items deposited or cashed are received for collection only, and are ter:eVved 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) ltemM will be returned to Customer. The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Stems„ 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 cnrstoni and practice of the turisdichon in which the Items are collected. The Bank is not responsible for actions taken by other banks, nom for the loss or destruction of any Item in the possessions 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 white in the Bank's possession. 3.2 Credits and deposits to an Account will be availabie in accordance with the Bank's availability policy and in accordance with applicable laws- If the Bank credits an Account (r) in contemplation of receiving funds for tire Customer's credit and those funds are not actually received by the Bank, or (ti) 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 credit for value on the date advised by or on behalf of the Customer, or if fiinal settlement is not received Iby the Bank for any reason, then the Bank shall be entitled to debit any Account of the Customer with the amount previously credited andt'or with any other charges incurred., even if doing 5o 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 for a reasonable time, in accordance whin its practices, without dishonor, and the Bank shall not be obligated thereon until it has remifted final payment. The fofieweng provisions in this section 3 apply to Accounts to the United States, and to, Services provided In connection with such Accounts. p,d The Bank fray 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 satiety 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 minmis discrepancies. 3 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 4 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_F The Customer must place Its endorsement on the back of a check only in the area within 1.5 inches front 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 favaidablie through the Customer's Bank repmesentattve). :1.7 If the Customer pre - encodes Items, the Customer should not use barrier documents (items placed inside envelopes) tin 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 saledy responsible for any losses or claims related to doing so, including, without limitation errors in the amount of the ftern, delays in processing or claims based upon poor image quality, and shall indemnify and had the Bank harmless from and against any and all claims resulting directly or indiredly from processing the carrier docun'ients- ,330 If the payer 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 ateratlon, the Bank may accept that return or pay that ciaim and charge the Custarites Account for all or any paid of the amount of the Item, even if the claim is made after the payer 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 chiecks (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 riot be deemed to be the Bank's agreement to accept any substlute checks for deposit arid that time Customer' will be solely responsible for any loss or liability in connection with the deposit. 3. td 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 ticked or other' receipt acknowledging the deposit. Any Bank employee may open and count the money deposited in any night depository, and that employees determination of Vie amount of money will Itre conclusive. The Customer is solely responsible for any loss incurred from the disappearance, duet, or loss of aoy envelope, bag, or money before the Bank verifies the contents of the deposit. <,t t If the Customer deposits a remotely created check ( "RGC "), as soon term is defined in Section 226.2(ffo of Federal Reserve Regulation CC, the Customer warrants to the Bank., with respect to each RCC, that the person an whose account the RCC is drawn authorized the 55A -120 PN :350914 DOC'TI): 2 Page 10 of 51 issuance nf such RCC.o the amount and tv the payee stated an the RCGAnRCC includes annCC that has been reconverted toa substitute check. The Customer authorizes the Bank mdebit the Curnome/oaccount for aov claim *r return based upon aw onoumorb*dRCC and the Customer agrees tv indemnify and hold the Book and its mgo*x,, employees, ^ffem/o and directors, harmless rorn and against any and all claims, umna8vo demands, judgments, liab.*iem.coytsandexnanpes(iodmomnoxomoyo' fees) resulting directly v' indirectly from any breach o{ the foregoing warranty. All other terms, rules and regulations governing m check will apply tva^ 312 The Bank may allow certain vnrmammns using a Bank owned automated teller machine |o connection w0h Accounts hyissuing one of more commercial ATM cards and personally identifiable numbers or PINs ("Carols)") to Cusionner's employees mVeom Customer agrees to use, and cause its employees and agents ,ouse the Cards only wt ATMs owned hy the Bank and Customer oxa||bn 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 he|imitod by the 8mnk|n the Bank's sole discretion The Bank has the right to coovp| any Card at any time and for any reason, and will notify Customer of such cancellation, |»ov event shall the Bank hr responsible for the sec"�r.tyo[ the Cards, All ATM transactions are Subject to verification. Any transaction not made o*a business day o, made after the Ba/ril designated cut-off mn* will beprocessed ou the Bank's next business day. The Customer agrees <v obtain possession and return <* the Bank *, destroy all canc^|ed Cwrdo�I/ the Customer believes m Card or PIN has been |cono'stolen, the Customer should immediately contact the Bank's ATM call center. 4 Payment orItems «1 The Bank is authorized to pay any Item drawn on the Account, in accordance with the Bank's usual procedures, including, without Imitation, any item that purports wbwasvbsthvmchock.Thw8mnkismmbwrizadtodo^htomxccv"o\nowmich the Item b drawn on the day the |twmispresented, certified o. accepted, w,mt soon earlier time that the Bank receives notice hy electronic n' other means that an Item drawn on an Account has been deposited for collection. The Bank may determine Account balances invr**' to decide whether /^ dishonor wo Item for insufficient fonds m, any time between receiving cull presentment o/ notice and the time o/ the return n, the ftem, and need make no more than one such determination. 4 2 The Book is authorized to pay all Items presented mit or cashed at the Bank, regardless of amount and without inquiry asmthe ocummannesc* issue, negotiation v. endorsement urastu the disposition m proceeds, even n drawn, endorsed o, payable mcash, baser or the order of the signet or any Authorized Person or to a lender in payment of that individual's obligations t2 The Customer Customer shall not use its Account to allow any third party no issue checks or otherwise use the Account unless specifically agreed to in writing by the Bank. The Customer sloall not issue Hours that are post-dided, and the Bank shall not be liable for any damages caused by premature payment or certification of a post-dated Item Further, the Customer shelf not put any condition, restriction of legend on any flem, and the Bank is not required to comply with any such condition, restriction, or legend 4 4 The Bank may process any uemhy electronic means All Items the Customer draws against any Account must comply with, the Bank's check sVmoNcmuono and image standards, published from ,"num time, and md"*ry standards The Rmok may refuse m process ally Item that is presented to it in a to" that cannot be imaged or processed through its normal systems The Bank shall] not bv|iab|*for damages v. losses due t* any refusal \o process vr delay o, failure |/` procuring, collecting ^/ paying Items not conforming to such specifications o,su:uams, except m the extent such losses wdamages are the result n, the Bank's gross negligence o/xwifu| misconduct, The following provisions in thus section 4apply to Accounts a the United States, and m Services provided In connection with such ^u The, Bank may, in no, discretion, cash Items drawn on its Account when presented by the holder. 11 9 payee who m not the Bank's deposit account customer presents an hear drawn on the Account for casin, the Bank may refuse to cash the Item or may charge the payee a fee for caching the hem 46 K the Customer establishes un Account which purports to: (V require two m more signatures oo any Items drawn on the AoC*umro/(It, III the maximum amount for which any person can sign an, litem, the Customer acknowledges and agrees that any such requirement |* solely for the. Customer's own Internist control vU/Pv$°*r The Customer agrees that os long mo the Bank follows its usual and customary procedures for processing and paying Items, the Bank will not be liable for paying any Item la) lacking the moored number v/ signatures, or (b) in an amount exceeding the maximum III astogned to the signer. 4 r The Bank offers the Customer m"icesreasonably desqmgwhelp prevent check fraud and if the Customer fails to, utilize those now|onntha/h,.ummionvstitmmCvstomw/oonligeococonrioutiogw,homaWngofanonnmhorizeVsigomwmandmoCoowmwrvw|| assume the risk that checks p/d,*k* presented against its Account may be forged rrwfte"°u, no the ex/mxmw the services the Bank offered may have prevented any loss |nmeavem|*eMankoeosleasu'is*resenteuw.m|temne»u*app*arh/be duplicates v»each other, then the Bank may return one or more of such items. 4o The Customer "**,mw*all responsibility and liability for any claim or loss that the Customer or the Bank rnay suffer as a result of Ole Customer's: (I) issuance of a check in such a manner that information, marks or bands on fire back of the check obscures endorsemeni or ri> placement of ain endorsement on the back of the dieck which obscures other endocemeni and which thereby causes a delay .x the forward processing ao4w' return processing u the check. Tire Bank vma.* the right w refuse x/ accept acheck for deposit when the back nf the check iu unreasonably obscured ���� ���� �� �U "��U 1 11(11 4v If an ftern issued' by the Customer is transferred or negotiated outside a the United States and is mibsequenly sent to the Bank for deposit, collection o, payment in the United States, the Customer shall W»doomed tv Make, ho the Bank, the transfer and presentment warranties under the Uniform Commercial Code, as if such Item were negotiated or otherwise hamijerfed irr the United Slates * If) Astop payment instruction from the Customer will mveffective on an Item if: (I) the Bank receives the Instruction reasonable opportunity to act on such Instruction, which shall be at least one (1) full Business Day following the Business Day of the Bank's confirmed receipt of the Instructions at the applicable Bank locarom (10 the Instruction contains all information concerning Pie Item that the Bank requires, and is in Pie form required by the Bank; and dfi) the Item is not yet paid or cashed For purposes of this Section, "Buorriess 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 (1) year and will coutomaticalty renew up to six (6) addifionjoi years unless the Bank confirms receipt of the Cuslorner's revocation of a stop payment Instruction. The Customer may request, through the Bank's call center brother authorized representative, a non-renewable stop payment, which will be effective for a 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 hern 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 Custerner. 5 Funds Transfer Instructions s l The Customer may issue funds transfer Instructions against Accounts, subled 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 rut-off hours v^suohdayo. Communications requesting cancellation u,amendment of payment crows must be received aim time and `nmmanner affording the Bank m reasonable opportunity /v act "n the communication The Customer may reverse, amvod, cancel n/ revoke any Instructions only with the consent wV the Bank arid the beneficiary's bank The Bank will debit the Account for the amount s/ 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, *rt, otherwise deduct such fees from the amount n{the payment order, In processing the funds transfer, other banks may deduct fees from the payment order issued to them. No restrictions opoo the acceptance cf funds transfer Instructions by the Bank v/ upon the Accounts that the Bank may debit shall b* binding unless agreed tohy the Bank mwriting The Bank shall not bvreq*..nd t. Inquire into the dmun`o{a/`ponof any transaction 52 Noxwiffidundmg any instructions by the Customer 1* the contrary, the Bank reserves the light ,v use any funds transfer system and any intermediary bank iothe 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 nustiturfens May rely upon the identifying number of the beneficiary, the beneficiary's bank or any intermediary bank included in the foods frainsfer 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 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 |n the Customer's name for payment in currency other than the currency uf this Account, the Bank i* authorized m debit the Account for the equivalent amount o( the foreign currency transferred: ut the Bank's w*valioy rate nf exchange ora^ otherwise agreed. m the nook accepts funds transfer Instructions Issued ioa foreign currency where the Customer io the beneficiary, the Bank may convert the funds |uthe currency o, tire Account a| the Bank's applicable currency exchange rate and charge the Customer m fee for such currency conversion w accepting o funds transfer instruction issued i" the Customer's name for payment wo receiving bank located outside of the United States, the Customer agrees thatavbjmctmaoymsuictionsuodemwv|icawn law or regulations, the Bank May convert the funds to the local currency of file location of the receiving bank at the Bank's then prevahng rate of excharfge The Book may deduct its fee for such corrvertsion from the payment ameount. Notwithstanding any prior action or course o[ dealing, m applicable law and regulations the Bank has nooNifa000mcancel reverse or otherwise boy back foreign currencies purchased by the Customer under a Service arid, the Bank makes fro commitment u buy back curnencss The Customer acknowledges that it may not be able to sell back certain foreign currencies once purchased a5 x the Customer elects to settle foreign exchange transactions by draft, the Customer acknowledges and agrees that in the event it* draft b not presented for payment within one hundred eighty ()8V}calendar days from the dale «.issoaoocr the Bank, subject many restrictions tinder applicable law or regulations, thall 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 m^vwdothe C*vtrume/* Account U the '*mkm/is^o longer a customer of the Bank, the Bank may, in its discretion, transfer balances to an unclaimed moneys account, or issue a cashrer's check sending it tv the address ofthe Customer oo fire books and records of the Bank. |n the event that the payee, holder or other third party claims against the Bank an a cancelled draft, the Customer agrees that it shall be responsible for any losses in connection with such cancellation, including any amount recreated w otherwise paid to the Customer. The Customer acknowledges and agrees that applicable service charges and expenses, including payment and pofiodic maintenance fees, may bocharged tothoCu,mme/, Account or otherwise deducted from the ammunt to be paid no the C ustoniv 5 c Unless the Customer and tire Bank have agreed in writing to an alternate Security PROcedurer the authenticity at oral or wirition, �ujjcludrng those transmitted by facsimile) funds transfer Instructions may, at the Bank's discretion, be verfad by telephonic call-back confirmation with an Authorized Person The Customer agrees that this security procedone is cornmeroWly reasonable for such In5ftUCtdr&r The Customer further agrees to be bound by such funds transfer Instructions, whether or not authorized, if issued in the name of the Customer usinig such security procedure ���� ��� ��� �U �� PN: 350914 DOC 1& 2 Page 12 of 31 The following section 5.7 applies ,o Accounts in the United Sta***.Wto Services provided in connection with such Accounts. �7 All ACHentries 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 &CH rules. The Customer agrees m be. bound by such ACH wileo Any credit given by the Bank to the Customer for ao^co entry shall b* provisional until the Bank receives final o,ffim,*o/,x the Bank does not receive final settlement, tlhe Bank may revoke the pmvisiona|credit and charge back the amount oo the Account *, obtain u refund from the Customer, m which case the originator o/tire credit oa'r' shall not veu**mwu /o have paid tire Customer the omowo/of such entry The Bank shall not be obligated to notify the Customer of the receipt of a payment order or ACH entry for creditor deal to an Account. Inonr*o«Foos;Twxos. 6 1 The Bank may pay interest dminNtem Accounts ata rate determined ^y the Bank The Bank may adjust interest paid (or principal, x permitted hy law) stroller impose any charges on time deposit Accounts v/fixwd term Accounts (Tom which withdrawals are i prior to maturity 02 The Bank may impose, charge, pass-through charges for Accounts and Services provided by the Bank, including, but not limited to, transaction, maintenance, bmlanmpumocmooy, and service fees and other charges, inducting those levied by any governmental authority (collectively "Fees"). The Customer wilt pay all Fees, The Bank may debit any Account for Fees, whether or not such debit may result i"mn overdraft vf the Account. All Fm msm@maaok shall bwin full .without set-off urovumwrchum.and free of any deduction or withholdlings, related to any tax or other claim. 63 The Customer will pay ormknbomo the Bank far any taxes, levies, impacts, deductions, charges, stomp, transaction and other duties and withholdings pogmt*or with any related interest, W* fines and expenses) m connection with the Account mServices (including tor,nnpipm tnv*AccvunV except i, imposed onmeovera:no/mcvmwn+i:eRank The Customer will provide the Bank such documentation, declarations, cenficoftions and information as the Bank may require io connection with taxation, warrants that such information m true and correct in every respect and shah immediately notify the Bank i any information requires updating or Account Statements. /1 The Bank will issue Account statements cvnhnna$vnw or adi mu"} at the frequency and ~ the insurer advised m the Customer from time m time The Customer is responsible for ensuring Anal au 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 inpAo|ud/iws to the Bank in writing inducing any claim nf improper or unauthorized funds transfer activity The Bank shall not be responsible for the Customer's reliance m, balance, transaction m related information that is subsequently updated n/ corrected u/for the accuracy timeliness of information supplied by any third party to, the Bank Internet Account Statements or ellectionic Account Statements, i, applicable, shall bm deemed ty the Customer and Ilia Bank |ouvavailable tn the Customer when the Account Statements are posted ^n the Internet and the Bank sends anelectronic mw|| notification of availability tv the Customer, w/ when the Bank sends title electronic Account Statement b, the Customer. For purposes W determining when un Item is sent |umo Customer, *n image nrnoRem or information identifying the Item (I a Item number, amount and date of payment) is a sufficient substitute for the actual Item. The fellowhwg provisions in this section 7apply to Accounts in the turned States, and m Services provided in connection with such /u The Customer must notify the Bank in writing of any unauthorized, irripopel, or missing theforsements within six (6) months after the Account Statement is mailed, transmitted or made available to the Cuslomerr The Customer must notify the Bank in writing of any other enors, discrepancies or irregularities in any Account Statement, or in Hie 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 inveshi the alleged error, discrepancy or irregularity, arid most provide at] supporting affidavits and testimony that the Bank requests Failure to report an Error within the nme 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 hems and statement 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 sauric and shall be barred from bringing any action against the Bank that is in any, way related to the Error. 7 f If the Bank is safekeeping or trimicating checks or deposit slips, the Customer agrees that caricefled checks or deposit ships M111 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 doe.s not alter or waive the Customer's responsibility to examine its Account Statements arid report to the Bank any errors or discrepancies in wrifing within the time scrod set forth above. 74 The Bank strictly prohibits the use of any account w conduct transactions <| ipt of credit of other receipt Of funds through or) electronic funds transfer, or by check, draft m similar instrument, or the proceeds Of any of the foregoing) that are related, directly or indirectly, to unlawful Incrinet garribling. The orm 'unlawful, Internet gambling " as used in this section, shall have its meaning set forth in l2 C.F.R. Section Pan 233, Section 132 2fldb� Tlhe Customer agrees not to ronduct any ���� ��� �� �U ����� transactions through the a="nt him directly w indirectly involve m are related m unlawful Internet gambling, including, without fiffirtation the acceptance or rerompt of any funds or deposits in connection therewith Overdrafts. 8 � The Bank may debit the Account even though the debit may bring about or increase an overdraft Unless otherwise agreed in wwrinig, any overdraft shall be immediately due and payable by the Cusionier to the Bank. If the Bank permits air ovwdvalI the Bahk is authorized to charge interest on the amount of the overdraft as long as #is overdraft is ouNtranding, at the rate determined by the Bank, up to the maximum rate permitted by Jaw at the thmeof the overdraft or at the specific rate agreed in writing between the Customer and the Bank Whether or not the Bank pays at) Iters that brings about or increases an overdraft, the Bank may deduct the applicathe 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 cornmue to permit overdrafts after haiting permitted an overdraft, notwithstanding any prior action or MUrse of dealing o2 When Items and other debris h the Account are presented m the Bank hw payment oothe same day and! there are insufficient available funds |o the Account uu pay a||n/ these transactions, the Bank may choose the order |n which it pays transactions, including, without firmhuron, fine largest transaction first or any other order determined by the Bank, in its sale discretion Afm,ts�Information. The Customer authorizes the Bank t, retain pn agent \o perform data processing, rollectJon and other ra** trial the Bank considers necessary or desirable and to modify or fifornmad Vie Barka arrangements with the Bank's agents at any time. The Customer agrees that requests, Instructions, and information with respect to Accoums, the Customer itself, of transactions to be disclosed in accordance with the Account Terms, may be transmitted acroars national boundaries and through networks, including networks owned and operated by third parties. The Cushomer 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 ho the disclosure is to a proposed assignee of the rights of the Bank� (in) the disclosure is to a branch, affiliate, subsidiary, employee of agent of the Bank or to its auditors, regulators or legal advisers, hih the disclosure is to the auditors of the Cushomenj or tv) 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 Amount is maintained, or in which the transaction is lQ Liability Limitation; Force Majeure 101 The Bank, its agents, employees, officers and directors, shall not be liable for any damage, loss, expense or liability of any nature which the Cuslixiner lady suffer or incur, except to the extent of direct losses or expenses attributable to the gross negligence or wilful 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 �inclrndmg, but not limited to lost notes), whether or not foreseeable, even if the Bank, its agents, emplovLes, officers or directors have been advised of the likelihood of such loss of damage, and regardless of whether the claim for loss or damage. is made in negligence, gross neghtgereer for breach of contract or otherwal provided, however, that the foregoing shall not apply to the extent such loss or damage is caused by fraud on the part of the Bank, Is agents, employees, officers or directors. 10 P Neither the Bank nor the Customer shall he liable for any loss or damage to the other for its failure tv perform *r"ay in the Podomoewcoof its vN.gat.o" resulting from m" act r( God, act of goverrimental authority, us inne o/de facto, legal constraint, war, ,o,,o,.om, catastrophe, fire, flood or electrical, computer, mechanical or telerommunicanions failure, or failure of any agent w correspondent, or unavailability of a payntent systenn, of any cause beyond its reasonable control. |1 |ommmmoy. The Customer agrees to indemnify ndhold/h Bank, arid its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, Judgments, liabilities, losses, costs and expenses (including attorneys' /oeq resulting directly or indirectly from (V the Bank's acceptance v/ execution r, any request nrdirection, including, without omituom, Items and instructions issued |o the name o("" Authorized Po.*vm"r(i|) the Bank's payment vf any taxes, interest w penalty othowv.o* due from the Customer paid on the Customer's behaff, or for which the Bank has no responsibility under the Account Terms, 12 Notices. All Account Statements and notices may be sent to the Customer by ordinary mail, courinrt facsimile transmission, olemmow meo»m.00ion (including but not limited m, SWIFT "vmmo"icmioV, through inner net sites, Such other means wo the Customer and the Bank agree upon from time |ofine.at the address ,f the Cusimneno the books and records o/ the Bank Unless otherwise arranged, all notices ° the Bank must *: sent |v the Bank W the officer v/ service representative managing the xo*pw^i and most hw sent by ordinary mail, by courier, by facsimile transmission, by electronic transmission or by such other means an the Customer and the Bank agree UpOrr from time to firne The Bank shall have a reasonable hme to act on any notices ressived. 13 Termination. Unless otherwise agreed, either are Bank ur the Customer may close an Account or terminate a Service h hi the other party not less than thirty 130) calendar days' prior wrtnen noric f t')X follo24 terminate, Notwithstanding the foregoing, either party may 11 11 (oil terminate an Account or a Service upon wriffert notice to the other party in the event of n) a breach of the Account Terms or Service Terms by the other party; (it) the other party's inability to meet its debts as they become due, receivership, administration, liquidation, or voiuntary or invohuntary 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 firnpaired; hill) a determination by the terminating party, in its scue opinion, that termination is necessary or required by law or regulation Of a$ 0 result of a court ar regulatory agency order or proceerfirI or (IV) a good faith bei by the terminating, party that the other party is engaged in activities that are inconsistent wrib the terminating party's policies. The Bank shall have a reasonable opportunity to act upon, any termination request The Bank may ibut shall not be obliged to) complete all requests and instructions received by it prior to receipt of the ternmation request, in addition to any request or instruction accepted on the day liumination * to become effective. Nolvinthstanding anything to the cointrary in any Service Terms, upon the closing of an Account, all Services linked to such Account are sirnuflarteousitv terminated (unless otherwise specifically agreed' to by tile pradves) and the Bank's obligations in respect of such Accerunt or Services will terminate However, any such closing or termination shail not affect the Customer's liabilities to the Bank ariving prior to, or on, such closing or termination, all of which shall continue in full force arid effect. In the absence of instructions from the Customer, the Bank may transfer balances to an unclaimed moneys account, or issue a casiffer's check, sending it to the address of the Customer on the books and records of the Bank I I Account Disclosures. 14 1 The Bank may return refuse to accept all or any purt ofu deposit orcredit bep^ Account, at say time, and will net bw liable mthe Customer for doing so, even if such action causes outstanding Items to be dishonored arid returned, or payment orders to be rejected Refused deposits will be returned to the Customer. 1v2 The Bank may refuse w allow a withdrawal from any Amount m certain cases including, but not xmord to, cases whi if) deama dispute about the Account (unless a court of other competent authority has ordered the Bank to allow the withdrawaili dr) a legal garnishment or attachment is served, including, but not limited to, a levy, restraining notice or court orvkv" (m) the Account is being used ov collateral to secure m debt, <i"} Account Documentation ties not been p/wnmn/ed�o/(x) the Customer fails /n pay o Bank loan o/other debt or obligation to the Earink art time 14 14 3 Any amount standing mthe credit of any Account with life Bank is payable exclusively at tire branch at which the Account is beli 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 fine being affecting the Bank, Its officers, employees, affiliates, agents or correspondents The Customer acknowledges that deposits held in a branch of the Bank located outside the United Staaos� in are not insured by the Federal Deposit Insurance Corporation or aniy other United States governmential agency� in are subject to cross-border rrskrs� and (dh have a lesser preference as compared to deposits held In the United $fares in the event of a liquidation of the Bank. The following provisions in this section y$ apply m Accounts for the United States, arid mServices provided in connection with such 144U S. federal numbero/ pre-authorized mautomatic transfers or withdrawals ortewpx*n|0*leq,^ic|osto*tiino* (including check, draft, debit card or similar order payable to third parties) that can be made from a, savings account (including noame,doponi, account) toa total nf six (6) per calendar month v/ statement cycle */wimi|n.Wd*d The Comomn/ agrees tv comply m, aonmes with umhresvictions Exceeding these withdrawal limits may msuuin the Bank converting the savings account into anv» interest bearing demand deposit acno"on, with any *,w"amni changes inp,o|"gand account terms and cu^ditionsFonmmr. the Bank .o required h'U 8 law to, and hereby does reserve the right to require o,least seven <7) days notice prior ton withdrawal from asavings account The Bank does not presently exercise this right 14 5 The Customer, if eligible, may open an interest bearing checking account I''NOW Account"). The Bank is required by U,$. law wand hereby does reserve the right to require at least seven <7) days nefee prior to a withdrawal from a NOW Account. The Bank does hot presently exercise flis right, 1*6 The Bank bmuW`dzedfor regulatory reporting and internal amounting purposes, to drvide an Account: (i in the case of a demand deposit chei Account, into a non-interest bearing demand deposit sub-account and a non-interest bearing savings sub-accounn; (n) in the case of a NOW Account, into an interest bearing NOW sub-account avid an interest bearing savings sub-acaount,, and, in both cases, to transfer funds between these subaccmnts in accordance with U 8 law at no cost to the Customer The Bank will record the sub-amounts and any transfers between them on the Bank's books and records onty 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 m0emnhnmmebmxcha|*hxm^hexccnunmnpevea This designation requires noacion the part o/ the Customer and will not change the Bank's operations, Services ur customer support, 15 Governing Law. 15 1 The Account Terms, the relevant Account Documentation and the rights and irelfgations of the Cu5bime( and the Bank in respect of each Account shalk be governed by and construed in accordance wrPit the laws of are country in which the branch holding the relevant Account is located With respect to Accounts maintained in, the United States, the Account Terms, the Account Docomemation and the rights and obligations of the Customer and: this Bank in respect of each Account also shall be governed by and construed in accordance with the taws of the $lrne of Califorma, United States (without regard to its conflicts of law rules). Unless otherwise specified in the 8*wiceTomi the rights arid obligations o, the C ���W� der any saw�v7wmmsxW/heAovwmedoy and cnno�ood �������� ���� "��� 1 11(11 in accordance with the laws of the State of California, United States (withoarewad to its conflicts of law rules) For purposes ohbrity, unless otherwise specified In, the Service Terms vr Account Terms, for Accounts maintained |" the United States and! for aft Services such governing law shall include V 3 federal laws and regulations, Federal Rmu*mn Bank rules and Operating Cimv|«m, clearing house rules, aubmated clewing house rules and general cominercel bank practices applicable to the type of Account and Services provided to the Customer |152 The Customer and the Bank hereby irrevocably waive aU right to, and *@i not seek trial jury in or momomaim, of whatever type or nature, arising out of those Account Te the relationship established o clismin connection with Accounts which are the subject ,/these Account Terms, un|roaa shorter period of time is expressly provided, must hm brought against the Bark within two (2) years of the incurrence of the cause of notion, except as prohibited by applicable law, 15J|n reindict k/ each Account, the Courts vfthe country or state !in which the branch vy the Bank m( which the relevant Account is held shall have exclusive jurisirfiction to settle any disputes that arise out of or are connected with the Account Terms, the relevant Account Documentation uo4/w, the relevant Account This section W for the benefit oY the Bank only arid does not prevent the Bank from taking proceedings in the courts of any other country or state with jurischionrit including, to the extent allowed by |awcmnuursn/ly|nvnv number ov countries orstates. 16 Miscellaneous. /61 If the Account Terms, Account Documentation, including, limitation, Rwmow Terms, are translated into, o/ appear iomlanguage either than English, the English language version shall control I62 The term Bank shall include any W the Bank including, without |koicah^o,ao assignee of JPMerguer 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 domirale, has assumed the rights and obligations v/ the Bank, affiliate o/ subsidiary hereunder or/v which under such laws the same have been 16 J The Account Terms or SeNire Terms may vary applicable law or regulation to the maximum extent permitted under any such law or regulation Any pravrew, of applicable law or regulation that cannot be varied shall supersede any conflicting term of the Account Terms of Service Terms Any terms of any supplement,, annendment, agreement, Service Terms or notice that are inconsistent with a provision of the Account fernns shall supersede the Account Temnsprovision for purposes of the barki account or Service which is the superd thereof. The Account Terms supersede and replace any other account condruci inevrously sent to the Cuserner. 16 4 Section heading, are for convenience 0 the Account Terms. If any provision v/ the Account Terms shall be held to be illegal or unenforceable, the vandrity of the remaining porrons of the Account Terms shall not be affected. 16 6 The Customer represents and wanranks that it shall comply with all applicable laws and regulations The Bank will not be obligated to execute payment orders meffect any other transaction hereunder where the beneficiary *r other payee isw person mrentity with whom the Bank is prohibited to do business by any law or regulation applicable to the Bank in any junsdirfion Occluding without imitation, applicable taws and regulations regarding mmewm`chmayhe sublect moanctmnm> in where onmp|mmwe would, m the Bank's opinion, conflict with applicable law vr banking practice v, os own policies and o/vc*4".eo, Where the Bank does not execute a payment order w effect a transaction for such reasons, the Bank may also take any other stxh action as is required under any law or regulation applicable to the Bank in any jurisdiction including, without liminturon, freezing or blocking of funds. 16 6 The Bank may change, or update the," Account Terms or impose other restrictions on the Accounts 0' SennrxiSr ati 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 Terri which are required by law may be implemented immediately or as required by law, The Bank may waive any of these Account Tairms, but such waiver shall apply only on that occasion, Soch waiver shall Pot constitute a waiver of any other provision of the Account Terms. 1o7Yn the extent that tire Customer has o' hereafter acquire any immunity (mduoioyoovm/ngo crown ^rumna/ immunity) from /urodic8ono| any 000*, suit or legal process (whether from service of notice, injunction, airrachment, execution or enforcement of any judgmentorotherwise) the Customer !irrevocably waives and agrees not to claim such mimunity 16o The Customer agrees at its sole ex @t advise each mits employees, officers, t other persons accessing any Service by or on behalf of Customer ("Usets''i of their obligations tinder the Account Terms or under any SeNice Terms or ant;jIlary Service material, including, but not liniffied to, the obligation to refrain from, using the Service via the namet in the countries identified by the Bank, and (dri to provide the Bank with all information reasonably necessaty to setup arid provide Services for the Customer, including, but not limited to, advising the Bank of the countries from which Uses will access any Service via the Internet. Customer shall promptly provide line Bank with a notice of any claims it receives regarding a Service /s» The Bank m the Cuommm.at its sole discretion, may make recordings arid retain such recordings ofmlem^vn* conversations between the Customer and the Bank, 16 TDAII payment instructions, whether Rems, payment orders or otherwise, are subjectio applicable law and payment systern rules. I h,,r The Bank may retain copies 0mvmr,electronic m items relating w the Accounts and Services invto" preserving art image of any such documents or Its gi girs, or a regular business record one discard the originw PN.- 350914 DOC'11): 2 11116 of 51 documents ornmmn The Customer hereby waives any objection \v the use v/such records in lieu p[ their paper equivalents for any p"9xow and .o any forum, venue or jurisdiction, including, without fridartion, objections arising from the Bank's role or acquiescence in the destruction Of the Otil 16 12 All intellectual properTy rights in or relating to a Service, including any trademarks, seNice marks, logos, and trade names used in conjunction with a Service we 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 riot reproduce, transmit, tell, display, distribute, erathish any hyperlink to, provide access to, modify, or commercially exploit in whole of in part any part of a Service, without the drior written consent of tire Bank Is1slo assist i institutions to obtain, verify, and record information that identifies each person who opens an account. What the means for the Customer, When the Customer opens an account, the Bank may ask for the Customer's name, address, date of With (for individuals),, andror 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 Cufforner. For purposes of this provision, the Customer, to the extent required by law or regulation, shall include any signatory on in Account. If the Customer falls to provide or constant to the provision of any such information, the Bank may close any Account or discontinue providing any service without further notice, 1a1+rxe Customer agrees that the Bank may derw:,, make mvm/oblenoum' make accessible terms and conditions applicable mAccounts and Services m the Customer via electronic means and channels (including but not limited mhy posting such terms vna Bank w*ol The Bank may request that the Customer "cUcx'ks approval of such terms Subject tv applicable law and regulations, the Cull agrees that the adr/'duAking Its approval (or any s|mi|ar act which has the same wH*d> 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 "line force and effect, avff Customer had manually executed a written version of such terms and conditions. The following section 17.15 applies to Accounts In, the United States, and to Services provided in, connection with such Accounts. 1ov6K the Customer isa foreign bank v, financial institution, it shall not permit its customers m 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 ,,any other means h which its customers is able tn draw vn the Customer's Account. These types nfarrangements are typically called "Fmyabhr through accounts' and are. probibiled under these Account Terms The Customer arknavidedgilis that the sale of *S dollar checks or drafts to third parties is explicitly prohibited without the express written approval of the Bank 17 Disputes over Account Funds. The Bank may refuse w pay out any money from an Account until any dispute over the deposits u/ funds (indudmq, without limitation, any dispute over what persons are authorized m represent *r act for the Customer) has been resolved by a court, vr^y agreement n| the parties that io documented 10 the Bank's satisfaction, The Bank may file an action inintornleoda/with respect to any money where the Bank has been notified o| disputed claims m that m,",« If any person asserts lhat admpo*o exists, this Bank is not required m determine whether that dispute has merit |oorder to refuse to pay funds or|n/nnv|cad the funds 18 Provisional Recrodit. to connection with any dispute regarding an Account, the Bank may choose to credit the Account pending completion of the Banks investigation of the dispute. It the Bank determines that the Customer is not enlitled to such seen, then, the Bank may reverse the provisional recredu to the Account, even if that reversal results in, an overdraft, The following sec6onzd applies /o Accounts a the United States, and ho Services provided /o connection with such Accounts. `i� Abandoned *r Inactive Accounts- In thwevomnmUao^ismqvmdmremhbmuotomnyotateamabaodooedpro»orty.nmxvc"uuxmybodoagmd|o/fews in remitting funds m that state. In addition, the Bank may charge fees in connection with Is handling of dormant funds and accounts These charges are not rrmnoam*r|f air Account has opuui,ilv other than changes assessed *, interest credited by the Bank for a period ofut 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, aofivily other than charges assessed or interest credited by the Bank for a period of at least twelve 112> months, the Customer may bw unable r" access the Account until appropriate contact m made between the Customer and the Bank. ���� ��� ��� �U �K 1 1,1(11 JI)MORGAN CHASE BANK, N.A. CITY OF SANTA ANA Print Name: Manish Patel Print Name: FRANCISCO, GUTIERREZ -- - --------- - -------- - ------------ Title: Date: // / / I EXECUTIVE DIRECTOR, FINANCE & Title; MANAGEMENT SERVICES AGENCY Z' 0 d () Date: (second authorized signer iif required) Signature: . . . . ...... Print Name: CHRISTINE C. DUARTE Tftle: TREASURY MANAGER ..................... . . ------- - — — ------ ---- Date:, , I bv/ (additional authorizqd signer i requIrpd) Signature: Print Name: David N. Ream Title: City Manager APPROVED AS TO FORM Date: Stilt crap. City A 55A -128 PN: 356914 DOC 10: 2 Pug e 18 of 51 111, AkNlll 2�., 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 made as described below. If the Cuslorner will need the funds from a deposit 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 this Bank's cutoff time established for that location (which will be no easier than 2 em, local timop However, it a deposit is made after the cutoff trure or on a day that * not a business day, then the Bank will consider the deposit to have been made no later than the next business day, For determining this 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 111 p or Eastern Time unless otherwise 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 fields the applicable account (excluding a Controlled Disbursement site), and At least, the first $100 from a day's total deposits If the deposit is made in person to a Bank employee, funds born 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 Cusiorner, if a special deposit slip, available upon request at any Bank banking center is used; Cashier's, cerfified, and teller's checks that are payable to the Customer, if a special deposit slip, availlible upon request at any Bank banking center, is used, and Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders, ff 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 01her Check Deposits section below. 1) Availability of Other Check Deposits. Generally, funds frorn all other deposits of cinecks, 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 availab,illity. The amount of funds available to the Customer will be reduced by this amount of any deposited check that is returned unpaid If the hank 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 an the type of check deposited, funds may not be available as set'. forth above However, the first $100 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 CLencareir by the business day after the daiy of deposit. Funds deposited by check may be delayed fur a longer abuse under the toli oncumstances The Bank believes a deposited check will not be li Deposited checks for all of the Customer's accounts total more than $5,000 in any one days 55A -129 PAY. 350914 iO0C'1D: 2 Puge, 19 of 5 1 I � 11, 1(11I'I 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 emergiency, such as failure of communications, or computer equipment. In such circumstances, funds wiill generality be available no later than the seventh business day after the dray of deposit. Inclement weather or transportation problem's may lead to additional delays under certain availability schedules. Customer may have specific availability sehedutes related to a banking service, F *. Special Rules for New Accounts. If the account Is a new account, the faNlowBng special rules may apply during the first thirty days the account Ys open: Funds from deposits of the first $'5,000 of that day's total deposits of cashier's, certified, fellers, traverers, and federal, state and local government checks will be available on the first business day after the day of deposit if the deposit meets certain conditions. For example, the checks must be payable to the Customer. The excess over $5,0300 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 t© 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 Wafter khan the fifteen business days after the day of deposit This Availability Policy and availability schedules may be changed without nothoe. ®r 2010 JPMorgan Chase & Co, All rights reserved, JPMorgan Chase Bank, N.A. Member FDIC. 55A -130 I' ]I lu'll Funds Transfer Security Procedure Agreement v,.20406(1105) Commercial Banking The undersigned (the ''Customer") (including any amendments thereof, 'payment ^oW^rs"l with respect ,n its accounts w Ipwmrgan Chase Bank, m,* (the ^manx7m writing, hy fax, electronically v,orally, as from time mtime permitted »y the Bank This sets forth the agreement between the Customer and the Bank with respect /u the security procedures which the Bank will follow with respect m such payment orders This agreement applies tv any nf the Customers a=wns currently aod/v. subsequently maintained at the Bank, The aigreed-upon security procedure for the verification, of payment orders is callback verificatOn. The Bank will verify the authenticity of any wall o/ written (Including whingsumumniftmd by facsimile) payment orders, which exceed dollar thresholds from time b time established by Bank, issued in the name vf the Customer, by obtaining confirmation from any person whv",, according t" the Bank's records, the Customer has designated as J(or any other person which the Bank otherwise reasonably believes to bw>|authorized to Issue instructions ^rpayment orders 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 m callback information must ba provided m the Bank in writing b@n authorized person |n certain other circumstances ("4 repetitive payment orders the Customer is the beneficiary), the Bank may elect not m obtain callback verification. The Bank may elect, but i* not obligated, tp follow any other o/ additional verification procedures in its discretion All payment orders are subject uo the Bank's acceptance and, without limiting the generality *[ the foregoing, the Bank will riot ho obligated m accept a payment order which has not been confirmed 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 |,i*understood that these security procedures aedeo0medm verify the authenticity, and not the correctness, of payment orders The Customer hereby ratifies and confirms its agreement t, the Bank's account terms and conditions and funds transfer service terms, a»in effect nn the date hereof and opp|irahfe/o the Customer's accounts ut the Bank and ov may b: amended from time '*time C;oUemivay, Vie 'Account Te,mo'}.|o the event *ym conflict between this m m*nte"dtooAwcountTomm.tmoagmumm`t shall control. This agreement shall be governed u and construed a accordance with the laws of the State m California. Each party hereby represents and warrants wthe other that the person executing and delivering this agreement on such, partys behalf is duly authorized and empowered to do so The Customer EXECUTIVE DR gTOR MQMi.A-C2I1M—qY-- By TREASURY MANAGER Date T�e fiank JmM0RGAN CHASE BANK, N.A 55A-1 31 M 3.50914 DOCIM 3 Page 21 of St VC2103 .10.-lU J.P. Morgan Chase provides an array of treasury services to meet YOUr bUsiness needs. This booklet contains in'iportwit infoirnation 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 Courtercial Bank rl 55A -132 PN: 350914 DOCID: 4 Page 22 q.t"51 F 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 implernentation 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 ins this Booklet, in addition to the Account Terms and such supplements, amendments, notices and additional service terms provided to YOU from time to time wilt 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 11 includes Service Terms for additional services that the Bank may provide to you. Part Ill 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, I. SERVICES FOR COMMERCIAL BANKING CUSTOMERS A. ACH Origination.... .................................. ........ ........... Br ACH Debit Block and Transaction Review ..... ....... C. USD Funds Transfer. ..... r ..... ..... ............... ........... ...... ...... D. USID Funds Transfer By Check ........................................ ...... E. Lockbox.... ........................... ....... . ............... __ F. Coin & Currency ............. .............. ......... _ .... ... .... ...... ........ ......... G Positive Pay, Reverse Positive Pay & Payee Verification........ ........ H. Controlled Disbursement.., ..... _ ..... ..... ......... ................. ...... 1. lmag:e Cash Letter .................... ....... ................ ...... iCheck Printing ................................................ ...... ... ............ K. Telephone Tax Payment ......... ....... ..... ........... ___ ......... L Client Access.. ....... .................... . .......... ----- _ ........... 111. ADDITIONAL SERVICES FOR COMMERCIAL BANKING CUSTOMERS 3 5 6 7 8 ....... 10 ­11­ 11 ..... 12 13 14 A. Multicurrency Deposits & Collections ......... ... ....... .... _ 18 B International Cash Letter .. ..... ..... ............. .............. ....... .... ..... .. 19 C. Foreign Exchange Payment,._......_..... .............................. .......... _ ... ...... _ ................ 21 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.SJUX.) Concentration Service Terms (Single Entity) .................. ........... 24 D. Cross-Border (U.S./U.K.) Concentration Service Terms (Multi Entity) ...... 25 55A -133 1'.N :35/1914 00C' & 4 Page 23 of 51 I I'll ill The services described herein (each a ''Service") are subject to Pie Bank's Account Terms (as may be arnended from finle to hn/a.whJcb are hereby Incorporated byre4xn»nno into each Service Terms. 8y using any mf the Services described hereunder, the CUtdorner acknowledges that it has received and agreed to the Account Terms, a% supplemented by those Service Terms Capitalized terms in the Service Terms, unless otherwise defined herein, shall have the meanings set forth in the Account Terms Part k Service Terms — Consolidated Service Terms Booklet The Automated Clearing Mvv (ACH) is a batch processing payment system trial U S. banks use to exchangie and settle credit and debit transactions on behalf of their clients or themselves Tire origination ofACH Entries and the transmission and issuance of related transactions and information will be pursuant to these terms and the Operating Roles and Guidelines (collectively the 'Rules") of the National Aulornated 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 fund, inctuding without limitation, the provision making payment of a Credit Entry by an RDF1 to the Receiver provisional until receipt by the RDIFI 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 senjement is not received, the RDFI will be enflided to a refund from the Recewer 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 ACN origination Services that will enable the Customer md d the Yvo ACH Debit Enlries� (2) originate ACH Credit Enhirds: and (3) issue paper drafts in lieu of ACH Debt Entries i"Drafa'� In conjunction with originating Entries or Drafts, the Customer may instruct the Bank to issue or transmit pre-norifirations, 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 jor Drafts) are two separate Services add approval or setup of one ACH Service does not automatically create the ability to utilize the other It is the Cusonmhs responsibility provide Entres and instructions to the Bank with all the necessary Information to complete the Customer's requested (m000dmoo. The Bank may reject w 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. wl|oohudmnnto&e Bank must be received by the Bank before the Bank's established cutoff time in order for processing to cwnm*ocwoo that ACHprocessing day Ainy hushuchoo that is incornipliele or that the Bank finishes receiving after the relevant cutoff time will bo processed mvthe Bank un the nmu,daythe Bank processes ACW transactions All transactions are subject <vacceptance by the Bank. The Bank will notify the Customer of any transactions of other transmissions that are nelrcmdm returned. || the Customer wants the Bank to reprocess those transactions or transmissions, the Customer must correct them and resubmit them The Customer agrees m furnsin the Bank with copies of any authorizalions or noirficationSr if requested Security arid Data Protection Procedures; Examination. K the Bank follows agreed upon nma/my procedures, the Bank may process and transmit *aosac$vn*m information in the G"stvw*/sname Unless the Customer and the Bank otherwise agree, transmissions to the Bank will be authenticated andlor encrypted using commencially reasonable security technologies meeting .standards acceptable m the Bank x the cmnoner uses a security procedure other than as described |^ the preceding sentence, the Customer acknowledges that the Customer chose cvr:ot,`*rvwvo",y procedure after the Bank offered, and the Customer dod.omd, the option of authenticating or encrypting and the Customer to be bound by any tiransaction, 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 lecommended message aurtriernication and/or encryption technology, the Customer assumes all responsibility for unauthorized disclosure. or unauthorized access to the Customer's data that occurs, during transirrisson or whtle such data is in starage The Customer shall provide the Bank with ongoing access .atBank a request, m all Originators' files, purtom, upon notice from Bank, the Customer shall provide such auditors and other Bank personnel oo Bank may, from time wtime, designate m writing with reasonable access at all reasonable firres, to the Customer's farrilities, data arid records relating to the inducon of Entries for the purpose of performing audits ao verify the Customers compliance with these Service Terms and the Rules The Customer shall provide and shall cause its subcontractors toprovide, such auditors and personnel airy assistance trial they may reasonably require Settlement arid Exposure Limits. Subject b,firs subpart, vo the settlement dale, the Bank will credit the Customer t account with the Bank that the Customer specifies for the total ot(,) the Customer s debit Entries that the Bank processed for settlement that dey, (a cwMo issued for deposit to|h*C*nmm*rowscovnt on that day' and (3xeyxxomaun,mvmrmedCm*itEntrmm The Bank may ummy the *vW|:W||ty*fmod* deposited into the Customer's account d~Mt Entry *r draft until those transactions cannot bo reversed |o accomance with the Rules or applicable law I he Bank will debit the Customer a Account with the Bank that the Customer specifies for the total of credit Eum*» processed iotire Customers name and for any returned Debit Entries and Drafts. i he Bank may require the Customer to pay the Dank the amount of ��� ��� ����U �m� any credit Entries mo the date *| m the Bank *, otherwise, prior m the settlement date. The Batik also may require the CLhaonner to maintain collateral with the Bank in air amount the Bank specifies, T$oRank may from time to time establish or revise maximum dollar limits for the total value of all outstanding files at credit Entries anchor debit Entries and Drafts that the Bank will release air the Customers behalf. The Bank may change o, cancel the limits at ally time without prior notice to the Customer, although the Bank will try to notify the Customer before the Bank does that Warranties; |nWowni|y. Except aospecified below, the Customer will bo deemed m make the smme warranties m the Bank mothe Bank makes pursuant to the Rules In the ease of an Entry originated to another account with the Bank, warrandes will mn deemed to be given as of the time the Bank first processes the Entry. The Customer will not be deemed to warrant the power m the Bank kinder applicable law to comply with the requirements of the Rules or the conformity of Entries and other data the Bank transmits to the file specifications contained m the Rules. The Customer further represents, warrants and acknowledges that each Entry and Draft i/ originates will comply with all applicable U.8, laws and equations and acknowledges that Entries may not beiN|wwd that violate the laws of li, United States The Customer agrees m.ouemw*y 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, assers, xammma w expenses (including and costs) resulting directly or indirectly from (1) the Customer's breach vY any warranty made order this section and (2)compliance by Bank and the RDF| with any request the Customer makes for a cancellaborr, stop payment, reversal or recMl of any Entry. Stop Payments; Reversals and Recalls. Customer's instruction to cancel, step payment of, reverse or recent one or more Entries must be received by Bank in such time sort m*wnw,"s Bank *,+r0u* Bank will pwca*t, these transactions in*oc*rd,"*w with Qa"Ks procedures advised to Customer Entries r, other instructions may not ue amended u,modified Third-Party Semice Providers. The Customer may choose to use a third-party service provider of service bureau to issue Entries or other instructions, handle returned Eol at perform other functions for and on the Customer's b*hwlf. If the Bank accepts such Entries or other motmchmni the Customer will b* bound by them. The Customer ., responsible for ail actions taken vr not taken bythe Cuslorner's provider, and the Customer is responsible for all costs and expenses of the Customers provider Tm,d'Pai*y Sender, If tile Customer is a Third-Party Sender, as such term is hereafter defined, (a) the Customer warrants that the Originator has be bound by the Rules and has satisfied the obligations of an Originator under 8mMo (b) in any case where me0riginattor fa4s; to perform its obligations tinder the Rules as an, Originator, the Customer shall indenturry, defend and hold the Bank hamnless front and against any and all claims, dernands, losses, liabilities and expenses, including attorneys' fees and costs, that resuh directly or indirectly from the failure of the Originator to perform its obligations as an Originator under the Rulea� (c) the Customer agrees to cooperate with the Bank regarding any request for information concerning the identify of any Crrgirraftir� slid (d:) the Customer represents, warrants and covenants that neither these Service Terms nor anydring related to the ACH Origination Services violates, contravenes or is inronsistent with any of the terms, conditions of provisions of any agreement, understanding or arrangement between the Customer and fire Originator Further, the, Book will rely on the Cushomer to evaluate the legitimacy of the Orginalars, and their transactions originated by the Customer and for ensuring that instructions do not nvc4ve iille,gall activities, The Customer hereby represents and warrants to Bank that Customer (a) conducts due diligence on each Originator for which the Customer is furbaling Entries in accordance with "Know Your Customer' policies and procedures maintained by Customer that provide for the gathering of information relating to the origunikers principal business activi6es and geographic location and verification that the Originator is operating a legitimate business and q) regularly monitors its Originator's ftansactionis for suspicious activities Upon request by the Bank, the Customer shelf promptly provide to the Bank Customer's written due diligence heirctes and procedures and results of monitoring activities The Curnerner must notify the Bank immedi 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 wirde, for the purpose of disgulsingi the source of funds. The Bank will be enfifled at any time upon notior to the Customer to decline to provide the ACH Origination Services, or terminate the provision of ACH Origination Services, for ally Originator oil whose behalf the Customer is originating Entries if the Barilk determines thru there are excessive reunns of reversas of Entries originated on behalf of such Originator or H the Bank becomes aware of any information indicating suspicious, fraudulent or illegal activity related to such Originator or for any other reason. Customer strall provide the Bank with arguing access, at Bank's request, to all Originates' files Furtheir, upon refuse from the Bank, the Customer shelf provide Such auction and other Bank personnel as fire Bank may, from thus to time, designate n writing with reasonable access at all reasonable times to the Cusiormer's facilities, data and records relanfing to the trifiaien, of Entries for the purpose of performing audits to verify the Customef's coluipliallice with this section As used herein, "Third-Pauty Sender'' shall mesh a person who is not an Originator, who has authorized an ODFI or another Thire-Party Sender to transunt for the account of the Timin-Parly Sender at another Thod-Party Sender, (!I a credit entry to the account of a Receiver with an RDIFI, or if the Recerver is also the RDFl, to such Receiver, in order to effect a payment from the Originator to the Receiver, or tin) a debit entry to the account of a Receiveir, or if the Receiver is allso, fire RIDIFI, to such Receiver, in order to affect a payment from the Receiver to the Originator IAT Entries. If Cusemer is originating Enfires that are required to be formatted under the Rules omfAJEoiCowhmor will comply with all applicable Rides relating bolero, and Customer will originate such Entries only through one nf Bank's ACH origination channels that support mrorigination Some of Bank's ACH origination channels do not accommodate LAT Entries, upon request, tile Bank wiill advice Customer as to which of Ban�k's Aai ariginationchannels can be used for IAF origination ���� ��� ��� �U ��� If a foreign currency conversion is performed by Bank in connection with an IA,I Entry, Customer acknowledges that the foreign currency exchange rates ttucfuate, and accepts the risk of such fluofoatlon, 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 he credited to Customer's amount In the currency in which Customers account is denominated. and Customer is responsible for any rate fluctuations. In the event of an erroneous or duplicate NAT 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 jurisdlchon. 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 ruoll'ke RED Credit Entries there is no requirement under the Rules that 1647 Credit Entries that are made available to err RDFI by is ACH coveter by 5M 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 Settlemeot Date of the entry, but funds are not required to be available at openlnig of business on the Settlement Date. ACIH Debit Black 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 entrr'es 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 Bieck¢ (a) SeMre. The Customer can select from a variety of anthurization or btocking criteria and advise the Bank In a manner and form acceptable to the Bank. The Barak will return any blocked transaction indicating that the ACH debit was not authorized. (b) Company ID Numbers. If the Customer elect's an option that blocks or allows ACH beads from specified companies, the Customer must supply the Bank with the applicable ACH Company ID Number of the Originator as it appears on the CompanylBatch 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 identity 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 Orginator uses a Company ID Number other than tlhe one Customer identifies. The Bank will not be responsible for transactions blocked or allowed m accordance with the instructions the Customer provides for the Company ID Number. (LI Debits Nor Affected by Blacking. ACH debit blacks do not apply to Certain transactions. The following types of ACH- ralated debits will not be blacked, • 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; • Reclamahen Entries, • debits to the Customer's account initiated by the Bank or Bank's agent to correcu processing errors, effect back valuations, make other adjustments or for fees., charges or other amounts the Customer owes the Bank; and • debits to the Customers account that the Bank posts pursuant to Its internal procedures in order to comply with appticable, law„ regulations or payment system rules or guidance. 2. ACH Transac'hoin 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 inimmingi ACH transactions subject to Section 2(r.1p below (b7 Based upon the filter onterra selected by the Custurner, ACH transactions meeting that criteria will be made available for the Customer to review net later than a designated time on the banking day following the day on which the transactions we,, poster/ 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 ease code and settlement date. (r„ The Customer shall advise fire 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, d any,. that are unauthorized and that 55A -136 PN:35//914 DO('//),, 4 Page 26 qf 51 the Customer wishes to return_ The Bank Is drifted to rely on arty Instructions that A 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. Aft transactions reported to the Customer as to which Bank does not receive a timely return instruction from the Customer will remain posted.. (el) The following types of ACH transactions will not be made available for the Customers review ands decisloningr debits or credits to the Customer's account to offsel 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 t'hie Customer through the Bank, Reclamation Entries, dlebits or credits to the Customer's account initiated by the Bank or Bank's agent to correct processing errors, effect beck valuations, make other adjustments, or to comply with legal reuluirernerris 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. (e1 Certain transactions reviewed and approved by the Customer may nevertheless be re'Gurned by the Bank. This will happen if 0) there are insufficient funds in the Customer's account to cover the amount of an ACH debit or other charge, lily 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 neverttreleas 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 carder 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. 11 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 inshructioris 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, The Bank will determine the order In which It processes payment orders. if the Customer's payment order beers the eodeword "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. 1 Advises. The Customer may subscribe to Bank services for the delivery of account related activity and information (sAlvmces' "i, 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 text massages, such as alphanumeric pagers and cellular phones, or as otherwise agreed upon by the parties.. The Customer is responsible for maintaining the accuracy of lire information that is required to deliver such Advises, educing 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. 24. 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 hansfar 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 I identifies a person different from the named beneficiary.. 5.. Sarno -Diy Amenrtrrruit and Cancellation Service. The Customer may subscribe to a service to enable sarne -day amendment and cancellations 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 shalt., be in the format specified by the Bank and moist be received by the Bank no later than such time as may be established by the Bank upon notice to the Customer e. 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 perform 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 aufharlxal'lons to enable the Bank to deduct transaction charges horn the funds transfer amount payable to the beneficiary. 55A -137 PN:350 %t 4 talc' fdi: 4 Page 27 of 51 D. U.S. � � Transfer ����� � "�. w,^w,^o������o����~oo«�����»�mo���m J.P. allows the Customer ,o instruct the Bank fee agent) m 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. Ali requests for Disbursement Checks must be Vaosartedw the Bank via authenticated SWIFT transmission, o' one n( the Bank's proprietary access nuirchanisms. The Customer ohao transmit the requests in such format o« the Bank specifies from lime to time The Bank may b.o shall have ov obligation o}process requests that do not conform tvthese Service Terrins and may impose additioned 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 oil which the Bank receives the issuance request Tlhe 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 fine Customer's behalf substantially as follow& 8» JPMorgan Chase Bank, NrA as Agent for the Above-Named Drawer Asvrthe day a Disbursement Check b issued, the Bank will debit the Uunnmwro designated dmma^d deposit v*co,m|o the xw°*mof the issuance instruction. x, Stop Payments Orders. The Customer may issue u stop payment order in respect of any Disbursement Ch**konly byamessage sent via auffienticated SWIFT to a Bank location to be designated by the Bank and in the format designated by the Bank from time to lime. 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 io the amount then io effect mt such time the Customer issues the stop payment request E. K ��� �" ���m�ox Lockbox is a remittance processing Service offered to customers to support their accounts receivables business needs. The Costomer'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 amount. Service, The Bank will maintain the Post Office Box for the Customer's 'umidancis and will have unrestricted and exclusive access w the Post Office Bair while providing the LnckbuxService, Customers featuring Caller Service v/ Business Reply Mail Service for remittance cohection must obtain prior approval from the Bank. Upon approval, the Customer will secure such services directly with the United States Postal Service (the l%SpS1 and ensure. the Bank is authorized *` collect the mail The Bank shall not »o responsible for delays iv processing due t" the Customer's failure t* pay the, V8P8 for such services *, any other action taken v/ not taken hvfile USPS The Customer is responsible for ensuring their customers' remittances are properly addressed in order to prevent delays in processing 2. Deposit; Endorsement. The Bank will collect all mail delivered to the designated Post Office Box, arid will open Vie mail, process the checks eligible for this service (the 7ems') and credit the funds u. the Customer account *r process for collection the Items received except: o Items first the Customer has instructed the Bank in writing, and the Bank has received not tn process; it) Items that the Bank believes should receive the Customer's special aftentbn� fin Items for which the, Customer is nor the payee, unless the Cusholner has provided proper authorization to process for credit or collection of such Items, and ii any other Tracer of merchandise received. The Bank will not process such excepted Items v, other matters v, merchandise but will forward them ,o the Cu,tv"ne/unprocessed The Bank assumes no responsibility for the inadvertent processing of Items excepted from processing The Bank will process credit card payments w* point ,f sale transactions, obtaining authorization p,required by applicable card n|m^�provided, however, the Bank will nor place phone calls for authorization of referrals ^/ process credit transactions T»o Bank shall not h:doammdmmerchant pmomouw and ohu| not ho liable for any data entry errors v/ any h -hacusmw8aokanovp0000|iwh./ityfn,aoymwtto,o'merchaodiww received through the Post Office that ix not ado»oo4ubmItem, including cash Any failure by the Bank tupmm»noan Item other than ao provided herein does not constitute a failure hy the Bank mexercise ordinary care. The Customer shall m: ||omo to the 8mmmoo general endorser on all Items processed by the Bank u Differing Amounts. If the omunt ofan Item written i words and figures differ, and tire Item is accompanied by an invoice or statement and the amount ,n the statement matches Vie amount written | processed for the amount written w ngu,na (n the event the Bank processes the Item for the amount w/uuenin figures, the Customer inuem/onwy the Bank for any claim that may m,*e from that action 4, Foreign before ���� ��� ���U ��8 PN.- 350914D(IC'11): 4 ]al lvof 51 �l��9�i�1I10 ('ivy 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 tine of credit to cover the totall 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 tee. The Sank 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. (cry All 0mcr 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 fame to time, less all fees and chharges.. 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 hem 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- ROIMIs are not encrypted and that once a CD- ROM'.... as 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 tockbox transaction data:. The Customer also acknowledges that CD -RCMis delivered ... to an unintended recipient could '... be viewed by that recipient. 71 linage 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"'t and at the intervals agreed upon between the Bank and the Customer. Th1e Customer may receive additional service material, including user guides, software licenses and other terms In connection with the selection of this option. 8 Original Documents; image Storage. Unless the Bank has agreed otherwise. the Bank will image all Items and associated remittances and retain originall documents on site for no longer than 14 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 wills store Item Images for a period of seven f7) years from the date of the applicable transaction uegardless 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 i days GSlhorl -"term Storage) to ten ('10) years (Long -Term Slorage;p 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 linage Transmission Accuracy; Legibility. The information delivered to the Customer through the Delivery Media will be the same as the information in tine data entry file provided to the Customer for the applicable fimme period if the data entry file oontadnsarrors, 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 odpinal remittance Poems provided to the Bank, and d reserves the right to review and approve sample remittance items for leyitallif'y 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, 110. 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 w 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& 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 2417 and track activity by location through electronic recording options,. 55A -139 M 350914 POCH): 4 Page 29 of 51 JKLI 1 Cash Orders. The Customer may issue wifften instructions for tire Bank to deliver coin and currency to an armored courier service as designated by the Customer ithelCovrie/") in accordance with the Bank's guidelines (^CasbOrde,l.The Customer acknowledges ohat orders for cash can b* transmitted ,o the Bank only during such time ayset forth .n the Cash Order Th®r Bank |* authorized \^debit the Customer's designated account for the amount set forth ,nthe CuohO/de/(the"CasK) |! the Bank has agreed |n such ao arrangement, the Customer may also place a Cash Order directly at one of its branch locations b9 issuing * check to debit the Cushorner'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 Lini 2� Cancellations and Amendments. A Cash Order may be cancelled by the Customer orally, telephonically, electronically or in writing bya person the Bank reasonably believes tobo authorized ,n act for the Customer and wily if the cancellation isreceived within reasonable lime before the Cash |»delivered m the Courier ^ Cash Order may only ho amended orally u, telephonically and the Bank will not bpresponsible for any change inm Cash Order it has received Any attempt {o amend aCash Order electronically may result in duplicate Cash being delivered or other error, at the sole risk of the Customer 3. Notice of RejermunaExsxuumn, N the Bank rejects a Cash Order request, it will promptly notify the Customer o/ the reason. The Bank will notify Abe Customer when k has executed a Cash Order Unless, within three i business days after receipt r( notification rfthe execution vf* Cash Order, the Customer notifies the Bank inwriting lost m Cash Order was unauthorized v/ otherwise unenforceable against the Customer, tire Barilk shelf not be liable for executing the Cash Order as notified, Including any loss of inharest. 4. Security Procedure, The Bank must receive a Cash Order using a touch-tone telephone, or other electronic communications device mutually agreed upon by the Curcomw and the Bamir based open codes assigned by the Bank to the Customer that idenI4 the Customer and the location (collectively "Cycdeya`�. The Customer agrees that (a) use of Codes consfibries a Security procedure for venifying the authenticity of a Cash Order as being that of the Customer ("Security Puacedure`)� 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 Pmcyacfilre� and any Cancellation, The Customer and the Bank will maintain reasonable securry, 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 accordance of any Cash Order or Cancellation is binding on the Bank, except as set forth in these Service Terms of in a wrri jilgried by the Customer arid 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 chook to detirt the Customer's account at the Bank Courier Service. The Customer may deliver and pick uy shipments of cash w checks wm from the Bank hy using the services ofa courier that has been authorized by the Bank, who will act solely as the Cmnommhsugent-Thoomm:/mustrumv|wit:/hoBaoxs guidelines, as amended hour lime to time, and must maintain all licenses and permits required by law in addition to adequate insurance {u cover its liabilities i providing courier services The Bank may refuse to pernit courier to enter its promises with orwithout cause, in which case the Bank will use reasonable efforts to promptly notify the Customer Deposit P ntmmmupnocesonAVxwhmadmdepooitsmdrmmdtoon*o/the8anKsvyult areas, the Customer must deliver deposits in sealed tmmpw,pmo plastic security deposit bags first ,^wat the w*ndwNv described in this Bank's guidelines and contain only cash, coin and checks The bags may also contain food stamps if the Customer prowdes proof satisfactory to the Bank of the Customers authority to redeem food stamps. The Back wilf open the bags and process the deposits (ri) Delivery to Vault K the Bank agrees m accept the Customer deposits ute vault location, the Bank will provide a receipt indicating the number r/ bags k has received This receipt * not vn acknowledgment v|the contents v{ any bagr nor % any telephonic ^r other acknowledgment nfadeposit, (v) Delivery Brrinch m Delayed Processing mma Bank agrees m accept om Customer deposits mu bra rich location, the Bank v°x not verify the amount m the deposits m|he»meo,emeip but will provide the Customer with a receipt showing the amount indicated |o the Customer's deposit slip This receipt io not mo acknowledgment ,d the contents nf any bag (4 Delivery wUvammxi*o Facility It the Bank agrees ,o allow the Customer n use one d the Bank's unattended favxtins(indvdin# but not limited ,w* night depository o,cromme,6m|&TM). the Bank May wvid|he Customer (such as a key o/ card that may require » personal Identification number ('P|N`> The Customer must return all access devices /o the Bank upon request We will process any deposits delivered to an unattended facility as provided for in the Bank's guidelines Nmo Customer receives a receipt from an unattended facility, the receipt is not an acknowledgment of the contents of any bag or of The receipt vf any bag While the Customer *. the Customer's Courier b physically present wt one vf the Bank's unattended t**io//**, the Customer isa licenses only and the Bank ties nn responsibility for the safety of the Cmgwnaror its Courier whUwm|such Discrepancies All deposits are subject mverification n there are differences between the amount credited b the Bank and The amount showy) vnthe deposit slip prepared by the Customer or the receipt provided to this Customer or its Courier upon initial presentment, the count will be recounted. I fie Bank's determination and records as to As receipt o( any bag and msto the contents of any bag is conclusive and binding on the Customer, and the Bank may correct any credit made to the Customer's acorrunit The Bank will notify the Customers representative designated in the service implemenlation questionnaire if the difference is more then the minimum amount specified in the Bank's guidelines. All Cash, Orders Must be validated by the Customer within 24 hours of isceirr, 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 which 48 hours of ryaonbt of ���� ��� ��Um�� �� 11N; 350914 DOC 11): 4 Purge 30 of 51 the Cash Order Any claims postmarked after the *x'howrperiod will h* denied and Customer will have "*,ilmm*umgorreceive an adjustment after such hime period, n, Relationship upon Delivery odmm Until the Bank recounts the contents of the bags and enters a final credit m the Customer's account m» provided in these terms, the Bank is not responsible for any authorized contents o/ the v,|ue*f any such authorized contents based upon any deposit ticket included with the bag. 9. Lialpffity at Unattended Facility. The Customer assumes all risks of using any onadended facilities, including i of Inch, robbery and personal injury, m" Bank wnor responsible if a facility rate property | including failing to open, close, look or unlock It is the Customer's responsibility to verify that As 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 rablis to the Customer if any unattended facility, tele-entry or online system is closed or otherwise unavailable for use at any time. Positive Pay, Reverse Positive Pay and Payee Verification services help prevent check fraud oo Customers accounts hyidentifying discrepancies between checks presented tn the Bank for payment and those checks issued h@ Customers With Positive Pay, the C"slowe/ sends check issuance Information uv the Bank and the Bank Compares Such Information to checks being presented for payment. VVithReve,se Positive Pay, the Bank sends the Customer information nn checks being presented for payment and the Cust does its own comparison. Payee V*/ifiuv$on*ao enhanced feature for Positive Pay h,*uy/h*Cvm*."*'in*|*dw^pmv*r"amein1h,mannnond/hmBmokcum*a/ws such information against the payee names no checks being presented, Aua condition precedent for receiving Payee Verification, tile Customer must be receiving Positive Pay In connection with the savre Account. ` issuance Information. The following Information !is defined as "IssuancePormation" for each Item: VAccount numbi lj�Item serial numti III) dollar amount; iv) issue date (for Positive Pay and Payee Verification sell and v) the payee name [for Payee Verification For Positive Pay nd Payee Verification, the Customer will provide the Bank the issuance Information uY tire Banking Day *" which Vie Customer issues Iterns, by means of a mutually agreed upon transmission method the Issuance Information. The Bank wslI compare the Issuance |nmomativn with the Items presented w the Bank for payment uguina,,haA«coon 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 iissuied 1 Discrepancies, For Positive Pay and Payee Verification, if Items are presented */ the Bank for *$ichif has not received ,imwlly Issuance Information o; containing information different from the Issuance Information for that /|ono tire Base will notify the Customer hymrmw,pfmmvuaNy agreed upon method, the Banking Day following the Banking Day the Item is presented The Customer shall advise the Bank hy means ofammuo||y agreed upon method uy the designated time ^n that *om* Banking Day whether any such Item is authorized for payment ('Presentment Decipion') 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 mreturn such Item unless otherwise agreed by the Customer and the Book, For Reverse Positive Pay, the Bank will |provide Issuance Information to the Customer nv Items presented for pann,/ha0tom*,**ax,dvi»* the Bank by means vya mutually agreed upon method h@ the designated Banking Day whether any such Item is authorized for pavmeotand in the event that the Customer falls to timely inform the Bank as required, the Bank is authorized to pay such Iterms) unless otherwise agreed by the Customer and the Bank. The Batik is entitled to rely oin any instructions that it receives and reasonably believes to be gramune Payee Verification Additional Tenors. For Payee Verification, Customer acknowledges that Items that have been converted to ACH firancarrions prior to being presented for payment will not be eligible for this service and the payee name Information will not be compared tv the Issuance Information for Items ma/ have been converted toACH transactions, it the Customer fails to provide the Issuance Information in the fille format required by the Bank, the Bank will nor be liable for not detecting dispoponcy between the Item and the |000amoo Information o/ 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 m time) bbe reviewed under the Payee Verifimhon (thie "-threshold Amourn") The Items below the Threshold Amount wilt be handled according to the standard Account DOGUMentartion governing me Customer's Aooprmi� however, the ClUstomer will not be liable for such Items it the discuepancy 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 Into uarfien to the payee lines in the nameraddress, block identified on the Item presented as provided for in the Bank's setup requirements and will be finnited to those parameters specifically agreed to by the Customer and Bank Voided Items, The Customer agrees m place a void unan Item a the Issuance Information only with respect m Items that are mmm cimwlginnx\upC*mome/wmmswstoppayooachncktha,heob000io»owd, the Customer b required m issue any Stop paymvm request pursuant t* the Back's Account Terms outside *{ these services Item Payment. The Bank is not obligated to maintain for the Account and whether or niot the Book does maintain such signature cards, in no event shall the Bank be obligated to inspect any check for the presence or aullienfirsity, of any signature or to deermine whether ally signature is oullhorl Tire Customer acknowledges that the, Bank's adherence to these procedures in these hamns, in lieu of signature examinshon, will constitute the exercise of good faith and ordinary care by the Bank In handling fterins presented for payment against the Account. 55A-141 Over the Counter Presentment. The Bank may, without liability m the oustume refuse tv pay :em presented for oncshvmnt at any of the Bank's branch locations. If an Item is presented for enicashmi at one of the Bank's branch locations at the teller line the Coo,omorawmoriz*s the Bank m pay such Item based upon the Positive Pay information wt Ore sister line The Book may charge m person who cashes an Item drawn on the Customer's Amount a fee at the time of encashimern. H. Controlled ��" � � ,x. ���������������s Controlled Disbursement Accounts disbursement process m gain control over idle balances and , Controlled Disbursement Account, Each controlled disbursement accosim, except as set Loch herein, shot 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 w*/v|re*ontheC*ofr"ned Disbursement Account, that failure will constitute fire Cus/m*r/vnegligence contributing tothe making o[ any unauthorized signature and the Cusume, assumes the risk that Items presented against the ctxx|dDisbursement Amount may bo forged oraltered, to the extent that the positive pay semces the Bank offers may have prevented any ba"r The Book will have ^o liability for any loss ,w|okvd/^anItem presented against the Controlled diohumwnnen| Account which would otherwise generally have been returned under such positive pay services Z will advise the Customer nf the total amount o[ Items drawn against the Controlled Disbursement Accounts that are presented for payment, vn that d *` the Bank ¢yw Federal Reserve Bank wanother depository institution pursuant to same-day settlement arrangement The Bank will honor checks or drafts (`.1wms"] that are property payable but shall have nvwNrgm,i"nt* pay any Item should sufficient immediately available funds to cover such Items riot bo flansferred to the Controlled Disbursement Account in accordance with these Service Terris and applicabre Implementation form t Over-ffpr^Counter Presentment. The Bank may, without liability to the Customer, refuse to pay any Item presented for ancasitiment at any of the Bank's branch locations. 4� Funding Account for Con*nN+dDisbursement. The Customer will maintain with tire Bank a designated account for purposes of funding the C000nleW Disbursement Acoo"^s,'x the funding account may b* maintained ,u^w affiliated book */ other financial institution <the "Funding A*nouw,^}. The Customer authorizes the Bank ,odebit the Funding Account for Vie total amount nf 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 *o funds transfers from the Funding Acsouolto the Controlled Disbursement Account sliall be in immediately avaflable funds. The Customer will nesintarn sufficient available funds in the Funding Account w cover Items and funds transfers presented against the Controlled Disbursement Amount, and the Bank shall have nnobligation to transfer funds, process fears for payment nr complete any funds transfers unless there are sufficient available fonds in the Funding Account The Bank is authorized wdebit the Funding Amount for any obligations owed directly vr indirectly of) the Controlled Disbursement Account. The Bank shall not be liable for sailure to pay any Item presented for payment against any Controlled Disbursement Amount due to insuffident funds in the Funding Account ii, Media, The Bank will trnoim the Customer by the transmission method ^rmedia agreed wby the Customer and the Book information regarding the Customer's Controlled Disbursement Account 6 Routing Transit N*mbwr. The Customer agrees to use the designated controlled disbursement account routing transit number onthe items h issues from the Controlled Disbursement Account The cumo"ne/*vkvvw smwif./fa|wtoum*»unoueo|gnated controlled disbursement account routing honest number the Bank is authorized to terminate this Service o/ any Service feature upon notice w the Customer r Financial Condition. In the event of the material claterjoration of the finaincuil condition of lure Cusionner, as cleamuned in meannk"p reasonable sole div*miro"shw8mokm*y|wm*d|atw0iwrmi^ate,\h*S***w, any Service feature anchor may convert any C*"oNfeel Disbursement Account 1oo stand-alone demand deposit account without prior notice to the Customer U , U rnage Cash Lette r The Image Cash Letter Senuce allows the Customer to make certain deposits electronically by using a capture device to create an electronic image rfa paper check and transmit 4 and related data w the Bank, *, part vf the Service, the Customer must use software and hardware provided uyo/ acceptable t* the Bank Transmission and Processing. The Custrrnexsluall provide through Its own rrethods or devices the captured check mai and check data, including the magnetic ink character recognition formatting (MICR) information through electronic tmosmissioo$(tho ^Trunomisu|nns")m the formal and specifications required hy the Bank's File Standards and within the cutoff times provided hythe Bank The Customer authorizes the Bank to process the Transmissions as Substitute Checks Electronic Images o/ Photos in Lieu, oa may h*oppricaW* for further clearing through o/ with any other financial motii clearinghouse m Federal Reserve Bank if this Customer has chosen tn have name processed wnxCx transactions, the Bank will convert eligible ue/nm,o ARC or POP entries, a» defined and provided for in the ACH Origination Service Terms The Customer agrees that it is salary responsible for the creation and sending of these Transmissions to the Bank if any Transmission lincluding any source document for purposes of these Service Terns� ���� ��� ��Um�� �� 11N.- 350914 DOC ID: 4 Page 32 oj'51 111, 1911 does not meet the Bank's m any transferee's standard requirements for processing, the Custanner assumes all risk ofloss or delay in, processing such Transmission and authonzas the Bank to either fa> return the Transmission to the Costorner without further processing, hat process the Transmission ^* sent from the Customer, (:)process the Items mo photocopies !o lieu of the original's o/(d) repair or attempt to repair the Transmission for further processing, linage Cash Letter File Deposit Time. The Transmissions most hm sent m the Bank prior m the deposit deadline Any Transmission will mn deemed ou have been renewed when the entire file has been, written onto the Bank's system and made available for the Bank to validate, Based upon the size *f the Transmission file, there m;y***significant delay between the time Cu*icw`*, begins to send the file arid the completion of the transfer as stated above. As a result, the Customer will make every effort to send the Transmission file m* early uo possible Fihwth*wwmcw**AaN*rwdwyo^itdwnd||*ww1||h**onoWomddeposilem*s,f the next deposit deadline, r,nm,suing famwmoWfuodmoxai|abi\i/ywiUheassmsaedbaoedoo|hedepmsitdeadUoethatismet 3, Customer Responsibility. The Customer shall be solely n any Transmission for which the 0usuommr has been given provisional credit is returned or reversed, and neither the Bank nor its subcontractofs shall be liable o' responsible for same The Customer acknowledges that all credits received for deposit are pmvis.000|, suMomtoverification, final settlement nrreturn Information and data reported hereunder to) may bwmoeivwd prior m final posting and o»ofinnodvo and .a subject \n correction and �4 /u for informational purposes only and may not ke relied upon, The Customer agrees that the Bank shall have no liability for the content of paymont'e|a,o�diofonnmnon, The Comomar 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 nf Such request. �x the Customer in unable |o provide the original o, legible copy, the Customer shall bvliable for any associated loss v, claim involving the check 4. Suspems|u"/uaocoUation*fService. The Bank reserves the right to suspend or terminate the Service, in whole or in part if the Bank b*||vvvs Customer |sm breach of these Service Terms vrb otherwise using o, accessing the service in a manner Inconsistent with the rules and regulations relating to the service being provided and such breach. Further, this service mi|mu/ommticm|\ytenninuta0me Customeir'r account with the Bank is closed for any reason, Filter party may terminate the service upon thirty l3f) days' prior written notice to the other pm/1y� provided, however, that the terms of Section 10 will apply to any termination prior to the time period set forth in the pricing schedule. (0)cvStomw,wa,,Joty The Customer warrants arid represents to the Bank thaL is), each Transmission contains accurate and legible images of all W the information ^o the front and back *Ythe originM checks ot the time each check was truncated; (h) such Transmission also contains a record of all applicable micro-fine information required for a substitute check and the accurate amount of the check; tic) each Transmission complies with the technical standards for an electronic form under Regulation J Federal Reserve Operating Circulars 3and 5, and for a substitute check Linder Federal Regulation CC� (d) no person will receive a transfer, presentment ,r return of, vr,toemv.»eho charged for, tire check (drifter the original check, urm paper o/electronic representation of the original such that the person will be asked to make payment based upon a check it has already i (u) the Customer will riot m,m*pvni, through this service any transmission representing a check previously deposited and returned to the Customer; (fj the Customer will employ commercially reasonable security measures and firewalls sufficient to protect the Transmissions and storage to ensure no unauthormend access to or use of the original checks or duphi prasenftrrent� and (g) the Custorner will only create transmissions for checks (hat originated as paper checks, (o>|/the Customer is a financial .o*dukvnv,m otherwise transmitting hems payable mthird parfies, mCuommo,a|soepmomots and warrants mme Bank that: (1}|n connection with each Item deposited through the service, the payee of the Item has authorized the m|ow,on|* transmittal vf the Item for deposit (*Cvwop*/o account, ff the Customer |o^^u"oiog Items fi*n`o location outside of this United States, such authorization covers the cross-border transmittal of the hem� and (2) the Custorner has established an anti-money laundering program in compliance wir"i anfi-money laundering laws and regulations applicable ,v|\and such a"ti-mw"wy laundering program includes policies, pwc*dunmo*dr*mms designed m detect arid prevent money laundering, including "know your customer" policies arid procedures, monitoring of transactions for suspicious acilvdies and reporting v, suspicions activities, which the Customer believes effectively prevents the opao( the Customer's operations, personnel or facilities for money laundering purposes. (ci The Bank and its subcontractors make no representations or warranfies, whelder express, implied or statutory regarding or relating to any of the technology of senrice "Nor access to of use of the service or technology provided to the Customer hereunder, The Bank and its subcontractors specifically disclaim any arid all implied warranties of merchantability fitness for a particular purpose and noninfringament The Bank and its subcontractors also do not gualarfiee that the Custorner'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 a m"u-vauy service provider m service bureau msumnnn*msor perform other functions for and on the Customer's behalf If the Bonk accept,, such Ilems or other rosiruction5 from the Cuslorriev's provider service bureau, the Customer will be bound by them. The Custorner is responsible for all actions taken or riot taken by the Customer's provider including all costs and expenses incurred by the Customers provider. Pricing Schodule0Vvwmei, The Bank and the, Customer may agree wa pricing schedule hicorporaired herein bwmfewnc*rincluding the kingth of time the service will be provided, the charges,(feers and the volumes, as may be stated in the pricing schedule ��� ��� ����Um�� AV: 350914 DWID: 4 11aAm 33 of 51 1110 ip'll 8. Limitation of Lvabrfity�hno event will the Barka 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 tire twelve (12) months preceding the date on which the Customer made the corresponding clam, If the Customer makes a claim during the first twelve (12) months of the servIce, the Book'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. v, Indertunfication. The Customer agrees to indemnify the Bank for any loss or expense resulting Form breach of any of the warranfies made hy the Customer pursuant tv/mesnswrvicn,enn;or the Account D000mon�adnn�any claim pvnaining,v any Warranty *, |odem,ity that the Bank makes with respect /v gin Item under the Check Clearing for the 21"` Century Act, Federal Reserve Board Regulations CC and J and all other laws, regulations and industry and clearinghouse rules applicable (o Items. These |^d*mnifi*s are in addition to those fin the Account Terms and relevant Service Terms 10, Miscellaneous. The provisions a Sections 3, 5, 7, 8 and 9 shall survive termination n{ these Service Terms. JI" Check Printing ng 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 iece.vaubf the Bank ma manner described in these Service Terms o/ao otherwise provided hy the Bank Vr*/}Paym*mVrdnmmwy include printing oxuoo'psyn/ent documents {'oocuments?if agreed muy the Bank based upon these Service Terms, 2, Cancellations. A Payment Order may be cancelled by the Customer if notice of crincellathon is received by the Bank in writing from u person |\reasonably believes |s authorized 10 cancel the Payment Order for the Customer (Caopo|m"i*n"). provided, however, that a Cancellation will not bm effective unless and until it is received hy the Bank su that the Bank has a reasonable time w act upon such Cancellation arid that the related Payment Order has not already been accepted by the Bank or the related check has not already been |ssv*4by the Bank wPvym*ot Order may not bv amended vrmindiowd The Bank has "* obligation mmctuslv, stop payment o/ posting ofa Payment Order h has accepted n. Receipt ^f Payment Orders arid Cancellations. Customer shall transmit Payment Qn1eo m the Bank tn the location and " compliance with the formatting and Other requirements id io the operating procedures prepared for the Customer. The Bank may effect any Payment Order that does not comply with this Section 4. Identifying Number- The Customer acknowledges that (a)ira Payment Order identifies its beneficiary "/specifies the owner ,fthe account tnmu debited, as applicable, by both a name arid aoIdentifyiogm bank account number and the name and number identify different persons, execution, or transmittal of the Payment Order, payment to the beneficiary or debt to the av*o",, t,bo debited may um made solely on the basis o/ the number, and <b)x a Payment Order identifies any bank both by a name and an identifying number and the number identifies a person different from the bank dentifted by name, any bank may rely solely on the Identifying northern, 5 issuance o/o,'moxuo,ucom*nts. For each Payment Order accepted hy the Bank, the Bank will: Is) rouse * check \obe printed and completedI (b) cause a laser facsimile signature authorized by the Customer to The placed on the check�(c upon, cause other Documents tomeoon*o/e¢ and (u> mail the check o,send the check by courier along wiK/ any Document au agreed upon (collectively, "Issue") The Customer exprersly grants the Bank the auffecrity to Issue each check and Document, a Notice of Rejection. The Bank will promptly notify the Customer if a Payment Order is rejected by the Bank and wilt advise the Customer aow the reason The notice nr advice shall bw deemed commercially reasonable if made available through the Service u, given electronically, orally, h/ telephone */ facsimile transmission r Control. The Bank i m rapperanbe or liable fo the defection of errors contained m any Payment Order as received from Customer and is entitled to rely on the information contained therein. No agreement or nishruclikin of the C,a stricung acceptance of any Payment Order is binding on the Bank, except as set torth 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 tranismsted by the Bank u, Reliance Upon Instructions. The Customer is responsible ^,,andmw8ankmaxoa|xopon, the contents o| any notice m ms^mo,iono 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 vf the .oximftm| giving such notice o/instruction m the event that the Bank receives conflicting notices n, instructions, the Bank can act on either notice orimmmolonor can refuse 'oact. Customer shall indemnify the Bank, Its officers and employees and hold it and mvr, formless for arid from any Ind all cimi"m, losses |am|h*s and expenses m.a"qor resulting from actions taken o,not hilikenuv the Bank in conformity with the notice p, instruction it receives from Customer li Limitation of Liability, The Bank will exercise reasonable care in the performance of the Service The Bank shall not ho liable 10 Customer, other than as imposed by law or by these Service Terms for failure to act in accordance with reasonable commercal' standards in tire banking industry. Reasonable care in providing these Check Print Services shall be measured by the relevant provisions *f any service levels vr business requirements and the standard 'a reasonableness *, the procedures established for the vo^*ami,olomvm*d Mere inadvertence v/ w, honest m�ivoxoo,/v40m*nx shall nvtc*oWl a failure 'v perform such vNiVa,i*"*v,* ���� ���� ��� � Um�m� 11,N: 350914 Digi4 PaAe 34 off 51 II�1if lIIl failure to exercise reasonable care and in no case wilt, be deemed wrongful Thee Bank shall not be hable for consequential, indirect or special damages even if it has been advised of the possibility of them, K. Telephone Tax Payment The Telephone Tax Payment Service is a Service whereby the Customer can direct the Bank, via torchinne telephone, ho drall w broWSerr based plaffomi, to make tax payments via ACTH 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 verities pursuant to the security procedures specified to these Service Terms The ACH Origination Service Terms are incorporated Into these Service Terms by reference. Receipt of instructions and Cancellations. 'rhe Customer may send instructions and! cancellations only during servikae 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 cariced a tax payment instruction before the Bank processes it Cancellation instructions must be received through this tax payment seii 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 (lie 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 he initiated only by entering, via hauchbone telephone, be dial-up or browser-based plafforre, a user ID, password and/or other access code met the Bank assigns to the Customer or that the Customer selects using the parameters the Bank specifies Cancellations irtay also be initiated by contacting the Bank's Customer Service area and providing the Customer's valid user ID, password andlor 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 Customers applicable account to cover the amount of a tax payment, the Bank shall have no obligation to make the tax payment for the Customer I 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 theCustorner or the taxing! authority. 4. Limitation of Liability. If because of the Bank's negligence or willful misconduct the Bank falls 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 rnaxinnum aggregate habilly 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 peel the taxing authority to abate any penalty or interest L. Client Access Client Access provides for electronic access to the Customer's aCCOLim information, reports and ) data gcollecl "Data") and for the electronic transmission to the Bank of rnessages, service requests, and payment and nonpayment instructions (each an 'lindrucfion` , The Bank reserves the right to modify the applications and products ieach an "Application"), available via the Service, upon hence to the Customer Security Procedures: i,a) A Bank issued or approved security device (a 'Security Device") is required to access the Service The Customer shalt 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, t0urding without limitation the procedures set forth herein. The Customer shall notify the Bank immediately of loss at 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 victor 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 secured that the Security Devices are known to and used only by Authorized Users (v) The Customer shut designate security administrators who shall have equal authority in accordance with the administrative connol procedure for each Application The Customer agrees to notify the Bank 'of any change in security administrators in the miurner and form designated by the Bank Any such changies shall be effective at such time as the Bank his received such notice and has had a reasonable opportunity to act upon it 55A-145 PN:350914 DOCID., 4 11uge35 q/'51 (c) The security administrators shall be responsible for a� designating individuals as users ("Authorized Users'> {i.>Wemxfling the functions n< the Service that each user may access, (i1j) requesting, creating, controlling, disseminating &x canceling onu,mmen,s�(iv) receiving and distributing materials, notices, documents end correspondence relating uthe socvri,yp,a;edo,no� and (v} advising each user ^fisW1h*r obligations hereunder o,,n**, any v,the applicable Account Documentation, ww defined in Secton 5 below. The security adminGtrators shWI provide to the Bank, upon the Bank's nequetil, a list of Authorized! Users. In the absence rfm valid designation / a seruirity administrator at any time, the Bank may deliver Security Devices and materials wany person authorized tn act o^ behalf or the Customer with respect tuthe oncu,om Open Network Access; Equipment. Tn*CvW~mv that there are certain seanily, corruption, transmission error and access ova||ammyrisks associated with using open networks such as the Internet, and the Customer assumes all such risks. The Customer shall make a^independent assessment o/ the adequacy v/the Internet and the guol security procedures The Customer further acknowledges that the selection and use by it of any lhird-party security and communications software and third-parly ermuce providers is the sole responsibility of the Customer, and the Bank discharris all risks related therato, notwithstanding that the Bank may recommend certain security stupor Communications software and services, The Customer agrees, at its sole expense, to procure and maintain all hardware, browsers, software and /r|wcnmmumomdvnsequipment necessary m access the Service m accordance with the Bank's recommended system configuration. |wm/oudnnw; Data: ia) the Customer shall be solely responsible for the genuineness and accuracy, both as to content and form, of all Im4mmwou property received by the Bank ii)) The Cossomey acknowledges that UaW may not have been reviewed hy the Bank, may uw 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 e,majI addresses and tax and telephone numbers (qThwCv*Wmer acknowledges the Secure efulail Application is not intended for the transmission of Instructions to transfer cash, securities m other assets, The Customer shall not ^mnmnR, and the Bank shall have oovhxymovo,v act upon, arty such Instructions transmitted through Secure eMall � C"wtvrnw"Wa,rand+n. The Customer and warrants m the Bank that: 0 prior msumm Authorized Users, the Customer shall obtain front eacth individual referred to in such document all necessary consents ^n enable the bank tw process the data set out therein for the purposes n(p/vvNiny the Smwic*�(n) the Customer ties accurately designated io *Ming the geographic location ox its Authorized Users and shall provide all updates m such information; and (i access the Service from any jurisdiction trial the Bank hfonnuthe Cu°ton,r,pr where tire Cu*tmn*,tim*knowledge that the Service io not authorized. The Customer hereby represents and: warrants m the Batik 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 provenons, set forth below are applicable to the Customer based on the dornicile of the Customer m/^wre any local laws or regulations of any jurisdiction apply as a resulf of the Customer's users accessing the Service from such jurisdiction v/aoa result of the location, of such accounts in such jurisdiction, the jur edictional specific provisions of that Punsdiction shwl apply to the use *fthe, SeNieby such users X Australia & New Zealand — See further Paragraph L herein, The Bank's UaWWyw the Customer for loss nr damage n/ any kind incontract, tort (Including oogligonco, tinder any statute oxotherwise arising from m relating i" any way mthis Customer andlor its subject matter, is reduced to the extent that Customer caused ancPai contributed to life loss of damage, Fees Tn the extent that for the purposes o< the Australian Goods and Services Tax, or that goods and services tax underthe New Zealand Goods and Servrces Tax Act 1985 is payable in respect of any supply under this License Agreement, (`GST')r the fees payable in respect of trial taxable supply I'miginal amount") will be in"mwwvd by the ^mmumvrBST payable h respect m that /axahle.sunnily Customer must pay the increased amount at the same time and in the same manner as the original amount Consumer Warranties! t xostm|m The following isbm applies if, despite the terms o, these Service Terms and the Account Documentation nm applicable ^nthe services provided under these Service Terms the proper law of this Agreement is the awm force ur an Australian jurisdiction ��� ��� ����Um�� 11N,-330914 DOC ID: 4 PaAye 36 o,1"51 The Warranty and Limitation o/ Liability provisions m these Service Terms and the Account Documentation awapplicable tv/h* services provided under these Service Terms are subpect to the following and only apply to the extent permitted by law Notwithstanding this Agreement, consumers may have tire benefit °fcertain rights arid remedies pursuant #a the 'Trade Practices Act 1o/4(cm) and similar stale laws in, Australia io respect of which liability may not h* excluded If so, thert to the maximum wm*otpe,mNmd by mw, such liability is limited, at the Bank's option, in tire case of goods to either bV replacement of the goods� or (b> correction of defects in the goods: and in the case of services to either lad re-supply of the services; or lb} the cost of re-supply n[ the oomiowx," 2 New Zealand V the C is acquiring software N New Zealand, the Customer c*oWm"«kis acquiring the software for the purposes n|a business (as that term is defined in the Consumer Guarantees Act 1993), and that the Consumer Guarantees Act does not apply ,o the software Miscellaneous. The following provision shall apply if, despite the terms of there Service Terms and the Account Documentation as applicable to the services provided under these Service Terms, the proper law ,[ these Service Terms is the law )o force |nuo Australian jurnuhidiron: The Limitation W Liability provisions o/ these Service Tamo and the Account Documentation ns applicable mthe services provided under these Service Terms are subirart to the following arid only apply to the extent permitted by low, '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 call rights arid remedies pursuant to the Trade Prartfices Act (Gin) 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 firnited, at the Bank's option to (a) re-supply of the Service� or (b) the cost of re-supply of the Service " B, Crunbodur — See former Paragraphs 1, and M hetern. C Peoples Republic of China — See further Paragraphs L and M herein The Customer agrees that. {i/ the Bank shall m,|iableonly for direct damages that are the result v| its failure to exercise ordinary care m its wiNo|miroondom; and m the maximum extent permitted by law, (i the not moliable for incidental, indirect, special "r consequential damages, regardless of the form of action and even if the Bank ties heart advised of the possibility of such damages Nothing |o these general terms shall limit any parry's lialsility for death or personal injury caused by negligence of that party W its enriployeres or for fraud Notwithstanding any other provision to the contrary, where an overdraft condition may exist, to the extent founnuted by law (including the law where the Customer w.op pe4}thw8mmkmayd"bit tire Cugvm*r Account even though the debit may bring hvv increase an overdraft o| any debit to the Customer Account brings about or increases an overdraft, such: overdraft shall ue immediately due and payable, to the extent permitted by law (including the law where the Customer is incorporated), without further notice or demand The Customer represents mm prior mwl:m&ng any document man designates the persons autionzed m act on the Customer's behaV. |no|o*ng, but not limited x/a security administrator resignation form, the Customer shall obtain from each individual referred mmsuch document all necessary consents to enable the Bank to process the data set out theneirt for the purposes of providing the Service Rules, not having the force of law, including without inination rules from firoe to time made by the People's Bank of China and all deenminabutis made thereunder) from time to time appillyring or relating to any or all of tire Accounts andlor deposits the Customer may place with or through Vie Bank The Bank has the vighl, without pilot noses, to the C usiomer (or upon notice, it a pror notice is required by law), to do such acts, deeds and things and adopt such practices as the Bank may in its absolute dirscrabon consider nernessiry at appropriate to ensure due compliance with or implementation of any of 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 arid comply with such prairrifices(s) as the Bank may from time to time in its absoline discretion adopt in connection with such compliance or implementation D Hong Kong — See twiner Paragraph L herein. Nothing in these Service Terms kall hirril any party's |iabil injury caused hy negligence of that party u/19 employees or for fraud, Any cormactual limitation of rablidy shall be modified so that mich provision shall be applicable to the services provided hereunder to the maximum extent permitted by law The Customer represents that prior that designates the persons authorized w act art the Customer's behalf, including but not limited ma security administrator uonignamvform, the Customer shall obtain from each indivd"m| referred uoinsuch document all accessory consents to enable the Bank to process the data set out therein far the purposes of providing the Service E India ~ See further Paragraphs L and mherein ���� ��� ���� Um�K graphs L and IN herein The Bank and the Customer agree that, for the effectiveness of any termination of these Service Terms of the Services provided hereunder, they hereby waive any provisions, procedures and operation uYany applicable law w tire extent a court order is required f*r the termination o/ these Service Terms and! the Account Documentation as applicable to the services provided under these Service Vo the maximum extent permitted by law, the Bank may, at its sole discretion, make recordings and retain such recordings mtelephone conversations and data transmissions between the Customer and the Bank. 0 Malaysia, - (it The following terms sharl apply in relation to the Service where it is provided in relation to accounts in Malaysia snorer where the SeNiCe is provided in Malaysia ii) Paragraph L and Id shall apply (m Any references m the Service Terms m the term '8mnk,` shall mean JP Morgan Chase Bam8emad. (r;) The Bank shall give prior notice to the Customer of any change to these terms (d) The Customer acknowledges that i| may, through it security administrators, create maximum |r^ils(at a user entitlement |wveV io relation oo funds transfers that be nddvdusing the Service, m limit d`o Customers risks Notwithstanding uoymmg m the contrary io these terms, the Customer shall not b* liable for any loss which |n not attributable ,uorCvn{up"nedr*bythe Customer. ie) The Service Terms shall be governed by and construed inlaccordammwith the laws dMalaysia twilhoW reference wthe conflict oY laws rules them*V (ill K the Service is t*be accessed hya Customer (1} who is domiciled m incorporated m Malaysia, o/12}/oMalaysia, thatCuumno, undertakes not m access ormUizmnr attempt m access 'xum|be the Service provided hyJP Morgan Chase Bank 8*rh"dtmmuo$ H. Philippines ~ See further Paragraph Lherein Subject to giving reasonable notice m writing the Bank, may ennead the Account Documentation The Customer will ** deemed tohave agreed to any such amendment, if the Customer fails to obiect thereto within five (6) days from receipt Of such notice L Singapore ~See further Paragraph Lhereio Nothing in these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms shall limit any party's xoN|oy for death *r personal |nju caused by ^ of that party or its employees m for fraud For the avoidance of doubt, to the maximum extent permitted by law, the Customer hereby expressly agrees that nothing done or emitted to be done by tire Ban:k pursuant to this agreement shail amount to a breach of the Bank's obligations under tire bank decrecy laws of any jurisdiction, The provisions i» Paragraph L.ammpgHcmble to Singapore, ha0he without prejudice arid m addition m any other right m the Bank to disclose any informalflon on the Customer tinder any applicable taw. JI, Republic of China (Taiwan) - See further Paragraphs L and IN herein. 'the C*monmr hereby acknowledges that the Account Documeni and other related documents have beet) delivered to the Customer for review far a period nfat least five oxmommo. The Customer executes and delivers the AnCoum Application uber fully understanding the content of the above documents avid hereby agrees |o comply with the terms and conditions contained therein, K� Thailand - See &ux"'Pa/aVmPhoLand Ih*wi* Wring on these. Service Terms and the Account Documentation as applicable to the services provided under these Service Terms shafli %mil any party's indlifily for gross negligence of that party or its employees or for fraud ���� ��� ��� �Um�� 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, Pakreatir Philippines, Singapore, Sri Lanka, Republic of China, Thailamd and Vietnam. The Customer hereby consents to the disclosure of any information relating to the Customer to ill any bank exanifirler(S)r the Bank's head-office arid other branch offices, its affiliates and associates, assignices or prospective assignees, fin the Bank's auditors, counsel and other professional advisers and (ill) any other Bank's subcontractors or agents, in each case whether in India or elsewhere, mr the Bank may, in good faith, consider necessary or desirable, including without lintitition I for the collation, synthesis, processing and management of date and the sterling of data relating Nany Accounts held mtransactions undertaken by the Customer, z the reporting of transaction details and other postomer+w|ated information for g|whn| risk management, MIS and regulatory reporting and monitoring, � the monitoring vf the Bank's global credit exposure mits d|w^w and others, 4 for effecting any instruction by the Customer or any transaction for the benefit or the Customer, or effecting any disclosure that may be required "y the Bank hy any such pany� 5 enhanced operational, technology, finance and other support function efficiencies, or " m° they be required hy law, regulations o/ legal process, provided that the Bank shall take such measures "*|, considers reasonable tn preserve the noofid*o(ia|flyv/such information air documents, The Bank shelf a, all times maintain |n confidence all confidential intormalon, and documents relating to the Cusuniter 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 C*^wm.mkx, where applicable, Authorized Users) located |n the following jo,i*dictivn* Cambodia, Peoples Republic of China, India and Thailand Any dispute arising out of of in connection with the services provided pursuant to there Service Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by ansuration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rulas are deemed to he incorporated by reference in One 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 Arturnabor) Centre. The affilfiral proc-eedings shall be conducted in the Enghsh language arid any award or awards shall be rendered in English The award of the arbitrator shall be final and rocinclusive and binding upon the parties, arid line parties shall be entitled (but not obligerd) to have judgment The arbitrator shall in all instances be required to apply the substantive law W the State o| Ohio, United States n/ America (without reference to the conflict cf laws rules thereof) and w 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 m`w"nd.0vuoNN*dumogw*�,/ Ill) damages of any nature N excess *f the amount dwirnmd|n addition, all #oola*ri Intonation that would be applicable in aniy court proceeding involving the same subject matter shall apply in any arbitration proceeding bxwgvh**voVer Nothing in this clause o:m||be deemed moxo|uum the right of either party m apply for interim |4"om|w* relief xvvthe State or Federal courts of the State of New York, United States of America, provided that any court proceedings shall be restricted to uumhvurn000uno|y,on|000/h*pawinsagreoutn*mviso 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, �wlthorq reference to hi, conflicts a#: law rules thereoft N The following provisions areopnxcablemCvmomemm�wwm*owp||camo,AmhoozedVoaus�muobminmnfoxnwiull|ur|su.mmrn� Indonesia and Republic of China Jarwarn. Notwithstanding anything to the contrary contained |othese Service Terms and the Account Documentation as applicable m Pie mwIrces provided under these SeNice Terms, the Bank shalll have the right to proceed against the Customer in any other competent court in any other Jurisdiction Where the Cuy*me/^ assets are situated oomfimo m time and the Customer agrees to submit to, the jurisdiction o/any court so chosen u/ the Bank, The Custpmlu/ further agrees w waive any objections ,o the Wound *[ venue m0wm nor) *iverlenor, any similar ground. The taking of proceedings in any jurisdiction shall not preclude the taking of proceedings in any other junninfic1pon whether ocuricurrenflyor The C irrevocably 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 tinder these Service Terms. The Customer also agrees that a final judgment against it in any such legal achon stiall be final and 0. European Union ��� ��� ����Um�� I The Customer acknowledges that it is not a "consurnar" for the purpose of the European Union's Elerwouc Commerce Directive j"ECID'f fir a , that it is not an individualf and agrees that file Bank shall not be required to make any disclosures or do any other thing that a non- consiumer may agree not to require under the U K rules and legislation inliblemenbrig tire ECD. For further information on the Bank, please see 'Notice. regarding EU e-commerce information" in the Terms & Conditions on hi ft PWwvvjprnmpirincom. I 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 lie Data Protection Act 1498 lthe 'Act") and other relevant data protection leocalron. Such personal data may be collected by or on behalf of tire 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 Customers 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 its 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 they Customer about products and services that the Bank or other members 0 the Bank's group offer, which the Bank believes may be of uni 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. The Customer shall ensure that any disclosure of personal data made by it or by its employees or agatils 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 offivansise fair and lawful. A. Multicurrency Deposits& Collections Mullicuirency Deposit & Check Collection Services enable the Customer to accept checks drawn in a wide variety of currencies from its own deposit customers, sending them do a single bcation and receiving ledger credit or final payment to the Customers LSD account at the Bank in a cost-efficient inanner, eliminating the need for the Customer to hold correspondent accounts w0h, a multitude of banks in a multitude of locations. The Baink can handle a number of currencies on a deposit basis (see appendix A below) and other currencies wilt be accepted but will be processed on a Collection basis directly with the paying banks Checks Processed on a Multicuriency Cash Letter Basis; (a) Deposits will be posted with ledger credit (uncollected dndspon the processing date with forward value applied according to the availability schedule listed below, The Banks 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 rush letter processing will be handled on a collection basis. Any return items wills be debited to Customer's account using the FX rate applied by the paying bank on the date of return (bl 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 colected and is limited to the country of ongin as listed in Appendix A. (c) Canadian deposits wilt receive availability D+3, (d) The Bank will process checks under the Multicuirency Cash Letter services by following the Bank's own internal policies as to the method of collection. 2. Checks Processed on a Collection Basis: Oj A check wilt be processed on a collection basis if - requested by the Custorner - denominated in a nonstandard currency (not one of the listed currencies handled on a cash letter basis) the check is I "third - country cheqwe' (denominated in a currency other than the national currency of the country where the drawee bank is localux:h or 55A -150 AN: 350914 13t it' 4 11age 40 of 51 1110111 1 . the check is ineligible for cash letter processing for credit risk issues The Bank will not process a check under !6'M USD or equivalent, because the total charges for such processing may exceed the Value of the check Proceeds will be credited to the Customers 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. Core funds are credited to the Customers account, such ofedir will not be reversed except in situations where a claim is made due to fraud or that the check was not authorized Miscetlansous 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: JPMorgoo Chase, Collection Department, 1111 Fannin St., Houston, TX 77002. Appendix A Cash "ll Cislabreles PW11114tol J141104111F Collected Funds AUD Dollar D+ ID ............. CAD ....................................................... . . . .............. Canadian ................................................................................................. D+ 3 . . . . CHF . .. ............... . . ......... ...... Franc . . . . ............... . ............................. . .............. D +147 ...................... . . . . .. ............... .. . .... DKK Krone D4 ID BUR .. .................................................. burs ... .......... ................... . . .. .. . . . .... .. .... . ................ D47 GBP Pound D +'7 HKD Dollar D +' ID NOK Krone D+ 10 . .......... . . .. .... NZD Dollar D + 10 SEK Krona D + IS SGD . . . . . ......... .. . .................... . Dollar . .. . .......................... . .............. .......... . 1) -P 907 . ......................... .. .. .......... . . .......... .... - ... . .... .. B. International Cash Letter International Cash Letter is a Semice wherein the Bank provides the Costori with U S dollar check deposit, processing and clearing services (the "'Service " j, The Service shall also be subject to the operating procedures contained in the Bank's International Deposits Packaging Procedures t. Eligible Ilterns: The forming fems are the only items eligible tor transport via the Service (Eluglible hems"), Cash Lefte; Checks and drafts drawn in U.S. dollars on, or payable through, banks located in the United States, (including Puerto Rico, Guam and the W.S. Virgin Islands), endorsed for deposit to the Customers 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 Cu'stomer's account Check Collec ionr. Checks and drafts submitted for clean collection and endorsed for deposit to the S account received at the Bank's United State's location for check collection services 55A -151 11N.- 350914 DOC 1D., 4 Page 41 oj'51 11 11 fi Should the Customer indude for cartage any documents or dome that are not Eligible Items, Pria Customer agrees that the Bank has *, responsibility o, obligation with regard tu^u000uo'E|ig|beuemmmnuaV/mo*mhom{xw8°nkmavnleo*«*manmagainstaUv*innmo/obm|uiws relating in say way to such non-Efigible Items 2, picw�op[xoiK the parties otherwise agree, the Bank they arrange with u designated courier h pick wPBgble Items from the Customers specified location at specific hours and deliver such Eligible Items to a Bank location for processing, arid credit |ospecified the Customer u000uo�<y)ooeo agreed schedule, 3. Appointment of Agent: If the parties otherwise agree, adesignated courier may be selected by the Bank acting as the Customer's agent with regard Nsuch cvvrerr the Customer acknowledges and agrees that the C"*mmo/ has the authority toand does amhmizm the Bank toselect arid appoint tNscoo"n/mauchcapacit'/ocarrvBighle|temsioucuxrdan*sw.uhmese8wmice Terms The Bank will notify the Customer pronally of any subsequent replacement of the courier *1 Trdhwry of Chdcks� The Custromerwill either deliver Eligible Items to the Briok at the designated locations using Customer's own courier n/ deliver Eligible Items *o the Bank via the designated courier adsuch address oo the Bank advises Customer from time ,o s Processing the Customer's Cash Letter: The Bank will receive and process the Customer's In accordance with the normal U.S. Bank Check Clearing Guidelines Processing am foreign branch location may include receipt dthe original checks, scanning and e|euion|c transmission m the check information and check images tn the Rank's processing location .n the United States as well as the retention and destruction of the original checks, o nemm^umnu: The Bank will notify the Customer promptly of all Return Items for Eligible Items received arid processed under this service. The Bank will advise the Customer's designated office via SW| IF T *r other agreed upon method of all Eligible Items vy $24nn and over Meu/m Items vfless than $2,600 will |hw advised .w the Customer via mail. |Y the Customer desires, the Bank will advise the Customer or all Return Items regardless n/ the amount 6 the Eligible m xu Return Items will he delivered mthe Customer's designated location and may include substitute checks or imaged copies and nor the original checks 7. Lost Items: The Customer agrees to maintain copies of both sides m all items sent m the Bank under this Service and agrees to furnish the Sink with such copies upon request, m the absence msuch copies Customer agrees w maintain detailed records wsuch items and to provide them to the Bank upon request If Customer is unable for any reason to provide such copies or records, the Bank will ba unable /u facilitate reconstruction ,r collection "/ cases ^f lost °' stolen items and the Customer agrees that the Bank will have no frability or responsibility in Rich situations with regard to such items 81 kmumn*o K the Bank acts as agent for the Customer with regard tvmlaonwJ the designated courier ao stated N paragraph 3above� the Bank will obtain horn the designated courier limited insurance coverage to reimburse costs n/ reconstructing a lost cash letter (up (o VV$Z50D) and consequential interest expenses (up /*8VS1n0,UV0) o" the Customer's behalf fi"`h*evon^o{|v^ovYu cash |exw,hv the designated courier, the Customer will receive this insurance for so long as such insurance is in place The Bank does ontassure that <1>u will "oohnoe*o maintain such coverage during the entire term ^r this Service v/ for any period, (2>it will purchase insurance a, any other rate than currently offered! v,<3>that the designated courier remains the p/ovido'of courier nwwi000m the Customer hereunder 9 Limitation of Liability: Unless resulting directly from Ilia Bank's failure to exercise ordinary care or lack of good faith, the Bank not its branches, surisidianes w affiliates will be liable to the Customer for loss, destruction, damage, miisdelivery, thefl, unexplained disappearance, confiscation or seizure ic� governmental or quasi governmental authorities, or for delay in transmittall of any felh, transmitted by, or for only matter in connection with the Service even though consolidation of the Customer's sending may have been aourimplished within a Bank continued location, The Customer acknowledges that the coulter may employ subigants in connection with the courier service, and that neither the courier nor its subagentis will be table for confiscation or seizure by governmental or quasi governmental authorities, or for delay in transmittal of any item delivered to them unless directly resulfing from center's or its subagent's negligence or lack of good faim. 110� Representations and Wa,mo.mw The Costvmor represents and warrants *x the Bank, its foreign branches, ovboid|aheo and u00aleo d1oc (w In connection with each item delivered to the courier, that transmittal by courier of such items has been expressly authorized bv tile owner Wtile item, and the Customer agrees to indeminify and hold the Bank harmless against any l nMit|o*, claim~, damages or expenses of whatsoever kind, including reasonable attorney's fees festiling froin unauthorized transmittal, The Customer will not use the courier service fw any Purpose prohibited by foreign exchange regulations, post| regulations, any other treaty, statute, regulation ov authority and will, riot send viia, the Courier »ow|oo any oon-e|gible Item mmoelynegotiable item via this Service, (c) I be Custorner has established air anh-money laundering program, in connichance with anti-money laundering laws and regulations applicable mh arid such anti-money | dv.oApmgn»m~muue000laie*,pwcedmresmnom,otrmouaw8oemmoetemmwu [xev*o\ money laundering that the Customer believes effectively prevents the use n, the Customer's operations personnel or Nurtures for money wuwue/mApwp0*wu ���� ��� ���U ��� � 111 1111 11, Amendments: These Service Terms and any processing and packaging |:mmumions may o* amended by the Bank mt any time upon 15 days' polar notice to the Customer. The Bank will provide prompt notice of any amendment, 12. 7erminawumeSusvenya/n: The Cv»tamer may uvmooate the Service m any time upon wnften notice / 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 Book will send the Customer nence thirty 130), 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 nomination Notwithstanding the foregoing, the Bank may immediately suspend the Service for so long as required to strange substitute courier sennCes, 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 11 Choice o/Law: Jurisdoti"m These Service Terms will he governed and construed in accordance with the laws o| the, State of California, without regard ov its conflicts oy laws provisions. Both the Customer and the Book irrevocably consent m the nonexclusive jurisdiction of the courts of the Slate of Cafirfomra and Unued States Federal Courts in connection with any suit, action or proceeding arising out of or relating to the Service Terms C. �� ^ Exchange Payment ,� n��������� " �n Foreign Exchange FX) transactions are payments and receipts where the currency of the transaction is d0A.em from the currency ,fPie underlying Tlhe funds transfer of more than one transaction in order to move funds from an originator's account to a beneficiary's account. The FX Payment Service allows the Customer to purchase or sell foreign currency as principal or agent I"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 hei "Vilue Date'" means the date specified in each Trader Contract few the delivery of the currency to be bought or sold Trading Curnerickis. Trader Contracts will be limited to the sale or purchase of the lawful Currency Of Such countries Of any COMPOSIte currency as the Bank shall determine and advise the Cusemer from time to time. The Value Date may not be more than one year after the date ox which the Customer enters into the Trader Contract If the C"wewme, chooses to make payment by checks toh*issued with respect to the settlement of Trader Contracts, such checks shall be limited to such currencies as tire Bank may announce to the Customer from time to trme� and such currencies are subject to change or lamination without prior notice (W Data input, The Customer shall enter into each Trader Contract by following the procedures set forth in Ilia Service Material and by otherwise following the instructions provided through the Access System when using the Service. "Servirie Material' shall mean any administrative rules, clearing house rules, payment system rules, service terms or service guides, software license,-,, Internet "click wrap" terms or disclosures, user guides or implementation forms that may cori operating procedures, savorily procedures, specifications or other neqUirements applicable to the Services. W)Co^tremRa,eThwBan4miton«ledaow$io*u@|mederninmaUs*es4uoleuuymwowmxmmvg»meA Such rates are based on various factors, including m*mo"formmio°aodimvxuaii000unc*m.ogth*Custom*xaodIlicpmpossd Trader Contract The Bank shall have no obligation to quote a rate based on any partimilar rate existing in the market or by ining any parl formula, (c) Offer by the Customer 1 For iowactNw services, the Bank and the Customer agree that the information displayed through the Access System, relating m the contract rate dra||h° deemed air invitation by the Bank m the Customer /o submit ao offer mthe Bank tn enter into m Trader Contract |f the Customer wishes tv make such an offer tv the Bank, the Customer will enter the required information prior to the expiration time set for the quoted rote 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 m,anneir 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 thal transacuen by Vie B@nk (d �ou:nxna,moT:wounkmavbutnhm|mnb*mquiomo\uooapt any Customer solely by Ira risniftfing to the Cu5iomer through the Access System a confirmation (the Confinnialon"). At the mornem the Bank transmits (as evidenced by its records) the Confirmation, the Bank and the Cushorner vfill have entereal into the Trader Contract The Confirmation will be sent to the Customer's terminal (which depending on the Servicia used by Customer could be by return coinfirmatJon file), and the Customer may print the Confirmation, p,u~uwu,^mweve', that the Trader Cvn|roo, will br valid notwithstanding the failure or the Customer ,, receive o/ print aConfirmation Each nad*r Contract will give rise man obligation for the Cuommouo buy from the Bank, and for the Bank io sell tr the Customer, the currency shown by the Confirmation "s being Pmdhm*wdhy the Com*arw,,r, for the Bank vo buy from the Customer, and tire Customer to sell to the Bank, the currency shown by the Confirmation as being sold by the Customer on the ternns shown in Pie Confirmation, for satildrient on the Value Date. (n) Buy Back of C"oe"ry Trader Contracts once entered into, are fio"|and irrevocable, The Customer acknowledges and agrees that the Bank has noobligation to consist, o, otherwise buy back foreign currencies purchased »v the Customer under the Service, The Customer acknowledges that xrnay not hv able m sell back cauu|o foreign Currencies once purchased (w,w�ow/via ���� ��� ��� �U ��� the Client Access Systeim telephone with Bank representatives or otherwise) Although the Bank may elect to facilitate huy back of certain major currencies (m the Banks sole discretion), the Bank makes no commitment to buy back currencies notwithstanding any prior action or course of dealing. 3. settlement; (a) Processing Settlement histiuctiion�s. The Customer shall provide settlement instructions for each T- raider Contract no Later than 5:00 p.m. Eastern Ttme on the Value Date. If the Customer fails to provide settlement instructions by the Value bate 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. (rr) Funding Currency Trans;rdlOns, Whenever purchasing a currency pursuant to a Trader Contract, the Customer sh'ail 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 flails to deliver full and final payment to the Bank by the Value Dale. 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 Bartk will endeavor to notify the Customer prior to any revision or cancellatiion. (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 composite currency as the Bank shalt/ de o"une and advise the Customer from time to tpme,. The spot transaction will have a Value Date one or two business days from the "Tr'ansaction Date" (the date the Trader Contract is entered into) for most currencies, as esta fished 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 Spechod Currency. The receipt or recovery by either party of any amount in respect of an obligation of the other lot 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 extent that on the business day immediately following such receipt, the recipient shalll be able, in accordance with normal banking procedures, to purchase the relevant currency specified for payment in the amotunt 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 shalt, 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 (idly days from the date of issuance, the Bank shall) have the right to cancel fire draft, arid the Customer authorizes the Bank to reconvert the funds into The original currency at the then - current rate and recredit the Customers Account. If the remditer is no longer a customer of the Bank,. the Bank may, in his discretion, transfer balances to an unclaimed monies aecount cr issue a cashiet'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 thud-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 recurcit'ed or otherwise paid to the Customer The Customer acknowledges and agrees that applicable service charges and expenses, including step payment and periodic maintenance fees, may be charged to the Customer's Account or otherwise dedlucted from the amount to be paid to the Customer. 4. 'General Provisions:, (al Repinsouatloms and Wi, rra robes'_ The following representations and warranties shall be deemed to be roads and repeals by the Customer upon entry into any Trader Contract. The Customer represents and warrants that a each Trader contract or other Bank currency contract is entered into by the Customer for the purpose of ranging its exposure to currency fluctuation and not for purposes of speculation, and I'u) the Customer has sufficient knowledge and exper'ienc'e 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 Bath as to those merits aril risks including.., where relevant, its own judgment of the correct tax and accounting treatment of the "trader Contract or other Bank currency contract and if Is not rely i upon the view or advice by the Bank. 55A -154 PN.* 350914 POC ID: 4 Page 44 erf'SI' in 11 (b Master Foreign Exchange Agreements R the Customer and the Bank have entered or hereafter enter trito arty rnaster agreement relating to foreign exchange contracts, Trader Contracts shalll 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 jincluding those provisions relating to closeout netting), but shalt not be subject to the other provisions of such aWeennent such is those relating to the creation of foreign exchange contracts and (unless othenwise agreed) payment netting. 55A -155 PA'.- 350914 DOC ID: 4 Page 45 of 51 I III f1iiii Pad III Liquidity Solutions Service Terms - Consolidated Seril Terms Booklet 11111111 :''! 11111111121111 Jill imilit III III iiiiiiiii Service. JlRyforgan Chase Bank, N A (the "Bank") will provide the customer iffre "Cusionni with its Cash Concentration Service (the '$ommo')^y which the Bank wit automatically transfer funds |r the amounts and i;n accordance *wx the instructions and selections set forth in the service implementation form vrschedule for the Service \"Schodo|oAJ,o and/or from, the V$, dollar demand deposit accounts maintained m, the Bank in the 88 and listed on Schedule A(`Costmmr,Avcoum,7.The provisions of the Bank's account documentation, including terms and conditions governing the operation vf accounts and services ("Acomun/Docvm*n,otimf),are orated into these Service Terms hv reference Capitalized terms used .n these Service Terms, unless mhnnmi»n defined |^these Service Terms, shall have the same meanings an set forth mthe :cwoymDocumentation Gy signing the Schedule A for the Service *. bv using m continuing m use the Service the Customer agrees to these Service Terms, z. 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|mosfmKth*mmei^moffidentba|encest000ectuuchtnaoa0o/mit»omcezuo&mo overdraft. ;f the Bank effects a,,aosh:, that causes o/ Increases uo overdraft ma Cu,t*m*rxp;o"l such overdraft ohm||h* immediate|ydue and poyab,why the Customer, without h'rm*v notice o/ demand, together with interest thereon for the served o/the 000mmft. 3. Representations. The Customer represents and warranits� (I) that each Customer Account is not restricted in any way, and is owned and held outright uyueCosmme.and<ifh»*h|iAmtinnsundartxese8amicoTexnsa,wlega|.wuxuaoubind|n0.anaenfonceable° accordance with their terms 4� Authorized Changes. ThwCustomer may, upon reasonable notice m the Bank, and consented /nhy the Bank, authorize a#ditionu, deletions w changes to the Schedules, which notice shall extend the representations, acknowledgments and trnv*"( this Service Terms |v such changes. s Intercompany Reports. If the Customer selects, as a feature of the Service, the Intercompany Reporting Service feature (the"'Imerco pomom^>, that selection and affected Customer Account shall hv specified on Schaal A for the Service. Under the |nwnCoFeature, the Bank will provide the Customer with (sports, for the Customer Accounts, delaitinI (rt a tracking of accumulated inter-account tmll'moNim and (III tion of imotoompany earnings and borrowing charges. |naddition, the Bank, through the i^w.Cv Feature, will promme the Customer with ouimnatpdposting, to the affected Customer Accounts, o{applicable |nxanomvunynummgm and borrowing charges. a Required FDIC Uiackil In the event of"&iNre of the Bank, hllw"osfened as part of" Service will h* considered deposits of the account In which the funds are held, as reflected oo the Bank's od ledger balance, hy the Federal Deposit |nso,mnu* Corporation after completion m/ all transactions related ,o the Service and will bm insured by the Federal Deposit Insurance Corporation under its apuil insurance rules and fil t 7°nw`Tw,mini These Service Terms shall The in effect asvfthe date v| the applicable Schedule and shall remain ineffect unless and until terminated These Service Terms may be terminated by the Customer by sending written notice to the Bank Any notice *f termination sent m the Bank shall only *eeffective when actually received by the Bank and after the Bank shall have a veasonmbile lime /n act vn such notice. These Service T*mm may b*tonmoamdhy fire Bank, effective imxn«dri upon the sending oY written notice to the Customer, n� wnficwa�Ak notices to the Bank, Service, PMo Chase Bank, m A. IJ Technologies Corporation — Liquidity Management Operations, 1o400 Highland Manor n/mn— 2nd Floor Tampa, Fi33610,All notices to a Customer shall be sent to the Customers last known address on the, Bank's books and records w. Governing Law. These Service Terms strait be governed by and construed in accordance with the laws of the Caml without reference to the conli of laws provisions thereof. B. US Cash Concentration Sendc*'Terms(MUU0I Entity) Smvrue, J113110orgart Chase Bank, N.A. Ahe "Sank") will provide the customers (each a 'Customer" or selectively the ''Customers') With Its Cash Concentration Service (the "Service") by which the Bank wilt automatically transfer funds in the amounts and in accordance with the instructions arid selections set forth in the service implementation form, or schedule for the Service ('Soheuo{eA'),oeou/o/ from the U8 dollar demand deposit accounts maintained at the Bank, in hm:W,S , and listed vnSchedule A<`C*$imerxccp"mts^> The p/ov|si000nf tire Banks account documentation, including terms arid conditions governing the operation of accounts and services Documentativi are incorporated Into these Service Terms by reference Capitalized terms trised in these Service Terms, unless otherwise defined i* these Service T arms, shall have the same meanings asset forth m the Account Documentation By signing the Schedule A for the Service or by using or continuing to use the Service the C ustomer agrees to these Service Te mi ���� ��� ���U �d� �� PN: 350914 DOC 11): 4 Page 46 of 51 II 'NI1i tlll Balances. The Customer's 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. Representations. Each Customer represents and warrants, with respect to itself: (it that each of As Customer Accounts Is not restricted In any way, and is owned and held outright by the Customer, and hn that its obligations under these Service Terms are legal„ valid and binding and enforceable in accordance with their teams. Service (Requirements. Qq) 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.. lb) Each Customer appoints the Affiliate identified in Schedule A as its agent tthe "'AgenPy for the purpose of IT representing it with respect to any matter arising under these Service Terms, and (ih executing and signing any agreements, documents or amendments on its behalf (x) in order to effect the transaction or notions contemplated by or (y) related to any matter arising under the Service Terms. S. Authorized Changes. The Agiunt 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. S. Intercompany Reports.. if the Customer selects, as a feature of the Service, the Intercompany Reporting Service feature (the''InterCo Feature ") provided by the Sank, that selection and affected Customer Accounts shall be specified on Schedule A for the Service. Under the InterCo Feature. the Bank will provide the affected Customer with reports, for the Customer Accounts detailing lit a tracking of accumulated inter' - account balance 'transfers; and (il) a calculation of intercompany or intracompanyy, earnings and borrowing charges. In addition, the Sank, through the IroterCo Feature, wilt provide the Customer with automated posting, to the affected Customer Accounts, of applicable intercompany and inteacompany earnings and borrowing charges. 7. hndemnity. Each Customer, jointly and severally, shall indemnify and hold the Bank harmless from and against any and all claims, damages, demands, Inabilities, losses, costs andl expenses (including reasonable anorneys' fees and claims caused by overdrafts In Customer Accounts), arising under these Service Terms, except and to the extent directly caused by tire negligence or willful misconduct of the Bank.. 0, Set Off. Each Customer agrees that the Bank shall) have lie unrestricted night, at any time, without notice. to (0 set off, in whole or ill part, any funds in any Customer Account, against any overdraft in any other Customer Account, and (li) transfer or otherwise apply, in where or in part, any overdraft in any Customer Account., to any other Customer Account, even if so doing places .such other Custorrrer Account into or further into an overdraft. 9. Required FDIC Disclosures. IIn the event of a failure of the Bank, funds transferred is parr 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 iransachons 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 tennlnaled by any one Customer with respect to itself, or by the Agent Willi respect to any one Customer, by sending written notice to the Bank. These'' Service' Terms may be terminated by the Agent one 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 tine sending of written notice to the affected Customer or the Agent. 11. 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, 33610. All notices to a Customer shall '. be sent to the Custornerss Vast known address on the Bank's crooks and records. 12.. Governing Law. These Service Terms, shall be governed by acrd consurie t in accordance with the laws of the California, without reference to the conflict of laws prcnirsions thereof, 55A -157 .Fn1Vr -'350914 d)OC' 119: 4 Page 47 (?f 51 wl�'�I�W�YIIII JPMORGAN CHASE BANK, N.A. CITY OF SANTA ANA: Print Name: Manish Patel Tifle: /// ?"'o 11`eke Print Name: FRANCISCO GUTIERREZ EXECUTIVE DIRECTOR, FINANCE & Title: MANAGEMENT SERVICES AGENCY . . . . . .... . . .................... . .................... w (second authorized signer if required) Print Name: CHRISTINE C. DUARTE Title: TREASURY MANAGER bate: w /' 55A -158 11N.-359914 DOCID 4 Page 48 of 51 V1.7_03_2S JC CHECK Signatures for New Accound(s) Addhional Signatures for Roplpca Signatures on Card lot Y ONE : AcCOU.rml a ACC ©and 8 Client NamefAccount Holder. CITY OF SANTA ANA (For Sole Proprietor or Disregarded Entity, intrinsic the name ut the owher. Account Title: CITY OF SANTA ANA Address: 20 CIVIC PLZ CITY, State, Zip SANTA ANA.. CA 92701.4e10 USA Account Numberdoc 9353099500, 935309377,9353O9427 Telephone Number: (7 14 W-5420 Tax ID Number'. (For Sole Proprietor or. Disregarded Entity, indicate TIN of owner.' 1 9'56000785 INSTRUCTIONS: Uss L� ACK OR t3. LUu ink. (Race lire Manuel or Facsimile at nature wrolino the box boundaries only Do N overlap srgoatures. Indic he if the operators is Manual or a Residents, In the "PRINT NAME" box When providing a F`acslrndPe Signature, provide a Manual Sgnaluse, too. For your seccurity, crosscut all unused e uhnarree boxes before sinning the signature card below, FRANCISCO G't1TIlERREX CPolli FRANCISCO GU'TI'ERREZ. E,'manual CHRGSTINE: C. DU,AR'FF. Dis annual EXEOUTIVE DIRECTOR, FINANCE R MANAGEMENT AGENCY 714- 647-5410 FXEC:UTIVE:E. (DIRECTOR, FINANCE X MANA'GEMENTAGENCY TREASURY MANAGER W jr he undaraigined airy Ruiz +oi ced repiesentubve Of the AGnOtrot Holder. fAM,fves 'Met ntrshe ties reviewed the information contained In this Signature Caud. the Cultdficcate Regarding Accounts, andJOr any other account armhoriaantr n dcirob nl and ends it a0ruhh6, on this dater The Account Holder has received and agrees to be sorrier by the devils and Wnr i governirvg, the operation of accounts and arirwuces provided by dPMorean Chase parak, Nalio nar Association, ( "'ilia Banal,'), Includling the Account Te'ms end Service Tiomar„ as they" may he anrenderl or supt'emmened foam inno W time The undersigned is authorized to certify the names, tides, and signatures of aurthardsed signers our IhrdSrOhr, yr, aGoi uniel pursuani: to he GlerirtiCate Regarding Acc'oun'ts tar, if applicable another' account authorization document In st a "Torade resoiralprun, podneesreiln l gei & security n,gi'aennLi-it or a limited liability company' letter & secuhily agneooniant), '1 the undersdpred cerbfafs that due (Na) 2 signatures messit r•d on these binges are time signatures of Farmers authorized to sign and mperwVSe act on behalf of the Account Holder with respor t to his alx;uurit point baukmg fxansac9nns or ser"oes. 'lane pant, n ool died to rely on the ermine; rdty of ore Tax ID Number Certification - Under pensine3 of perjury, I comity that 1. The rnumbes shown our this form is iney Corn tawpmfcl Idenufloabon number oar fart waiting fur a number tla be issued to rnep, and Z 1 am not sabpurd to thritkup whhholyddng bacause, (a) I am examnpt tram backup withhori ing, or (b) I have not been portend by the kr erial Revenue 8ewice, yllv,9 that 1 one subJlect to backup Withholding, as maulR Ufa talirare to report an interest or dividends, or (C) the IRS has refined one that I am longer subject to backup Withholding, and 3- 1 her a N S CRizen of other U S. person las defiinedl in the IRS Form W-9 Inshuctlons), Certification Instructions. You roust crews out item 2 above df you have loven notified by the IRS that you are currently subject to beckon wilhhordldng because you have felled to report all reveal and dividends on your taw return.. Sen trig IRS Form W -R Insdruahons for additional Information, © The Account Holder is a nonresident often or foreign entity, avid therefore the cartiflCbitph above does not apply. Tine Account. Hurrahs foreign status lies been certified to the Sepik on the appropHat9 Ford$ Willi I The IRS does not require your corp en'f to anp`ylnydglsion cgt,'Ani6 document other than the connotations required to avoid backup withholding. 11 55A -159 55A -160 PN. 350914 DOCIP: 5 Page 50 of 51 11 V, � 11mil Certificate of Incumbency I JPMorgin Chose Bank, WA, V1102 19 110 [] Check Jbelow signatures are applicable ^oa Lender or Secured Patty of amuli Blocked Agreement Two undersigned certifies tha/r Pam art authorized official o[ (Lwnuevl8ncvzodradyand that the persons named below are mw q; the offices set forth opposite mo, respective signatures below and each such signature b his m her genuine signature, and waich are authorized uv act on beholf of the LendertSecuired Party, The undersigned cerlifies that I are an auilyorized official of City of Santa Ana, dully organized and existing under the laws m the State ofCmxhmim, ('oqanmm,mol that the information presented below is correct and the persons named below are presently holding the offices set forth opposite their respective signatures below, and each such signature is his or her genuine signature. 1111111 kwit bignartures If, Pease sign Inside the MOX) Phone and Fox IFRAN ISGUTIERREZ_ 71111411 64,17 5420 (Title) lFax� IEXECUTIVIE DIRECTOR, FINANCE & MANAGEMEUTAGENCY E-Mail Address CHRISTPNE C, DUARTE 714-647-6336 MANAGER E-Mail Address (Narne� (Phone) DAVID N REAM (Title) 7114-647-52DO tFax) CITY MANAGER 714-647-6954 E-Mail Address DR SANTA ANA ORG E-Mail Address In Witnesj Whereof, I have hereunto subscribed my name and affixed the seal n4 the Organization, ifawp|lcuh|e.this ' 8y� - MARIA D. HUJZAV Print Name. Title ny� Signature Ptint Name FORM U /IN. 350914D0C&D�6 v ~°"~°~,^"+°°v»« PitgxoJ1«/51 JP.14organ JPMORGAN CHASE BANK, N A, P.O. BOX 659732 SAN ANTONIOTX 78265 -9751 97824 LCC 193 934 27915 -NN 19/98/2915 CITY OF SANTA ANA GENERAL ACCOUNT AND /OR CRA OF SANTA ANA 20 CIVIC CENTER PLZ M -13 SANTA ANA CA 92701 -4058 PAGE 1 OF 24 55A -162 This Page Intentionally Left Blank PAGE 2 OF 24 55A -163 07824 Lcc 788 884 27915 - NN J..P.Morgan CITY OF SANTA ANA GENERAL ACCOUNT AND /OR CRA OF SANTA ANA 20 CIVIC CENTER PLZ M -13 SANTA ANA CA 92 701 4058 ACCOUNT ANALYSIS STATEMENT FOR SEPTEMBER 2015 SUMMARY OF ACCOUNTS BALANCE AND COMPENSATION ANALYSIS 07824 LCC 703 034 27915 - NN PAGE 1 OF 6 GROUPACCOUNT'. 703 000000000935309500 PRODUCTION DATE'. 10- 062015 SETTLEMENT DATE'. 12 -31 -2015 OFFICER CONTACT'. KERWIN DEESE (949) 8334061 OTHER CONTACT'. EDGARDO AUSTRIA (213) 621 -8680 AFP CODE DESCRIPTION BALANCE INFORMATION COMPENSATION INFORMATION 000000 AVERAGE NET LEDGER BALANCE 18,933,415 0.00 000030 LESS AVERAGE FLOAT BALANCE 580,360 0.00 000010 AVERAGE NET COLLECTED BALANCE 18,353,055 0.00 000011 AVG POSITIVE COLLECTED BALANCE 18,353,055 0.00 000420 LESS DDA DAL RESRVE REOUIRMENT 0 0.00 000040 INVESTABLE BALANCE 18,353,055 0.00 000400 DAL EOUIVLNT -TOT SERVICE CHRGS - 10,365,635 0.00 000410 EXCESS/(DEFICIT) INVESTBLE DAL 7,987,421 0.00 000240 EARNINGS ALLOWANCE 0 10,559.28 000331 DAL COMPENSABLE SRVC CHARGES 0 - 5,963.79 000241 EXCESS/(DEFICIT) EARNING ALLOW 0 4,59549 000245 EXCESS CREDIT BROUGHT FORWARD 0 57,821.22 000244 TOTAL NET SERVICE CREDIT 0 62,416.71 000246 EXCESS CREDIT TAKEN FORWARD 0 62,416.71 000314 SERVICE CHARGE AMOUNT 0 0.00 ACCOUNTS INCLUDED IN SUMMARY 703 000000000453817962 703 000000000651962875 703 000000000935309427 703 000000000935309500 PAGE 3 OF 24 55A -164 CITY OF SANTA ANA ACCOUNT ANALYSIS STATEMENT FOR SEPTEMBER 2015 SUMMARY OF ACCOUNTS ACTIVITY SUMMARY 07824 LCC 703 034 27915 - NN 19.0c `Pl =6 GROUPACCOUNT'. 703 000000000935309500 PRODUCTION DATE'. 10- 062015 SETTLEMENT DATE'. 12 -31 -2015 PAGE 4 OF 24 55A -165 BANK AFP SERVICE SERVICE UNIT SERVICE BALANCE FEE BASED PRODUCT LINE AND DESCRIPTION CODE CODE PRICE ($) VOLUME CHARGE ($) EQUIVALENT ($) CHARGES ($) ACCOUNT SERVICES ACCOUNT MAINTENANCE 01005 010000 3.5000 4 1400 24,333 0.00 CASH CONCENTRATION MAINTMASTER 07856 010020 2.0000 1 2.00 3,476 0.00 CASH CONCENTRATION MAINT SUB 07857 010021 2.0000 1 2.00 3,476 0.00 DEBIT - POSTED ELECTRONIC 07635 010100 0.2000 414 82.80 143,914 0.00 CREDIT POSTED- ELECTRONIC 07634 010101 0.2000 486 9720 168,943 0.00 STATEMENT CYCLES 01010 010307 0.0000 2 0.00 0 0.00 STATEMENT CYCLES ENHANCED 01015 010307 0.0000 2 0.00 0 0.00 POST NO CHECKS MAINTENANCE 03499 1500= 3.0000 1 3.00 5,214 0.00 SUBTOTAL 20100 349,357 BANKING CENTER SERVICES BRANCH CREDITS POSTED 01306 100000 0.7500 41 30.75 53,446 0.00 BRANCH ORDER CURRENCY STRAP 01319 10004A 0.2500 9 2.25 3,911 0.00 BRANCH ORDER PROCESSED 01333 100040 2.0000 3 6.00 10,429 0.00 SUBTOTAL 39.00 67,786 VAULT SERVICES VAULT DEPOSIT 01310 100100 0.5500 155 8525 148,173 0.00 VAULT DER PARTIAL OR MIXED BAG 01506 100111 1.0000 291 291,00 505,786 0.00 VAULT DER NON STD STRAP- NOTE 01486 100114 0.0016 15,321 2451 42,601 0.00 VAULT DEPOSIT STD STRAP NOTE 01482 100115 0.0060 7,400 4440 77,171 0.00 VAULT ORDER CURRENCY STD STRAP 01497 10014A 0.2500 15 3.75 6,518 0.00 VAULT STANDARD ORDERS 01495 100141 2.0000 3 6.00 10,429 0.00 VAULT ORDER - COIN ROLL BOX 01477 100146 0.0800 100 8.00 13,905 0.00 VAULT ORDER CURB NON STD STRAP 01499 100148 0.0250 110 2.75 4,780 0.00 VAULT DEPOSIT ADJUSTMENT 01617 100501 5.0000 1 5.00 8,690 0.00 SUBTOTAL 470.66 818,052 DEPOSITORY SERVICES CREDITS POSTED 01305 010101 0.2000 149 29.80 51,795 0.00 ICIF DEPOSIT STANDARD 00756 100200 0.3000 12 3.60 6,257 0.00 ICIF DEPOSIT EARLY 00759 100200 0.3000 113 33,90 58,921 0.00 CHECK DEPOSITED -ONUS 00501 100220 0.0400 218 8.72 15,156 0.00 CHECK DEPOSITED TRANSIT 00513 100224 0.0600 1,339 80.34 139,639 0.00 RETURN ITEM 01435 100400 4.0000 46 18400 319,810 0.00 RETURN DETAIL REPORTING 01448 100411 0.3000 46 1380 23,986 0.00 RETURN - EMAIL NOTIFICATION 01452 100419 1.0000 46 4600 79,952 0.00 PAGE 4 OF 24 55A -165 07824 LCC 703 034 27915 - NN ACCOUNT ANALYSIS STATEMENT FOR SEPTEMBER 2015 PAGE 3OF6 GROUPACCOUNT'. 703 000000000935309500 J.BMOrgan SUMMARY OF ACCOUNTS PRODUCTION DATE 10062015 SETTLEMENT DATE'. 12 -31 -2015 CITY OF SANTA ANA ACTIVITY SUMMARY PAGE 5 OF 24 55A -166 BANK AFP SERVICE SERVICE UNIT SERVICE BALANCE FEE BASED PRODUCT LINE AND DESCRIPTION CODE CODE PRICE ($) VOLUME CHARGE ($) EQUIVALENT ($) CHARGES ($) IMAGE GROUP ONE 00519 999999 0.0300 6,625 19875 345,446 0.00 ON US STANDARD 00520 999999 0.0300 44 1.32 2,294 0.00 IRD PERIOD ONE 00521 999999 0.5000 1 0.50 869 0.00 FILETRANSMISSIONREC. -VPN 00524 999999 0.0000 125 150.00 260,714 0.00 IMAGE GROUP TWO 00526 999999 0.0300 1,975 5925 102,982 0.00 IMAGEGROUPTWO -TIER2 00528 999999 0.0300 869 2607 45,312 0.00 ON US PREMIUM 00746 999999 0.0500 1,723 86.15 149,737 0.00 IMAGE GROUP ONE PERIOD TWO 00751 999999 0.0300 1,843 5529 96,099 0.00 IMAGE QUALITY SUSPECT ITEMS 00757 999999 0.2500 20 5.00 8,690 0.00 NON CONFORMING IMAGE ITEMS 00758 999999 2.0000 143 28600 497,095 0.00 SUBTOTAL 1,26849 2,204,756 DISBURSEMENT SERVICES CHECK /DEBIT POSTED 02285 010100 0.0300 1,612 4836 84,054 0.00 STOPPAYMENT- ELECTRONIC 06639 150410 2.0000 7 1400 24,333 0.00 CHECK CASHING NON ACCT HOLDER 01321 150501 0.0000 8 0.00 0 0.00 STOP PAYMENT AUTOMATIC RENEWAL 02338 150510 2.0000 20 40.00 69,524 0.00 PWS EXCEPTION NOTE ACCT 06625 150721 0.0000 2 0.00 0 0.00 IMAGE STORAGE PER ITEM 03495 151300 0.0200 1,852 3704 fi4,379 0.00 PWS CHECK INQUIRY MAINTENANCE 06618 151710 0.0000 2 0.00 0 0.00 DATA DOWNLOAD 06641 200201 0.0000 3 0.00 0 0.00 PWS RECON REPORT /STMT SAINT 06620 200306 0.0000 2 0.00 0 0.00 SUBTOTAL 13940 242,290 RECONCILIATION SERVICES POSITIVE PAY MAINTENANCE 03262 150030 0.0000 2 0.00 0 0.00 EXCEPTION ITEM 03263 150300 2.0000 4 8.00 13,905 0.00 IMAGE CAPTURE PER ITEM 03386 151351 0.0500 1,852 92.60 160,948 0.00 CD ROM 03384 151353 10.0000 1 10.00 17,381 0.00 CD ROM MAINTENANCE 03385 151353 0.0000 1 0.00 0 0.00 FULL RECONCILEMENT SAINT 03207 200010 20.0000 2 40.00 69,524 0.00 FULL RECONCILEMENT- PERITEM 03205 200110 0.0300 1,612 4836 84,054 0.00 DATA ENTRY - MANUAL 03294 200210 2.0000 4 8.00 13,905 0.00 OUTPUT FILE 03291 200301 0.0000 22 0.00 0 0.00 SUBTOTAL 20696 359,716 FUNDS TRANSFER SERVICES ELECTRONIC FED DEBIT S/T 05824 350104 6.5000 17 110.50 192,060 0.00 ELECTRONIC BOOK DEBIT S/T 05822 350124 2.0000 1 2.00 3,476 0.00 FED CREDIT S/T 05887 350300 7.0000 15 10500 182,500 0.00 PAGE 5 OF 24 55A -166 07824 LCC 703 034 27915 - NN ACCOUNT ANALYSIS STATEMENT FOR SEPTEMBER 2015 PAGE 4 OF GROUPACCOUNT'. 703 000000000935309500 J.BMOrgan SUMMARY OF ACCOUNTS PRODUCTION DATE 10062015 SETTLEMENT DATE'. 12 -31 -2015 CITY OF SANTA ANA ACTIVITY SUMMARY PAGE 6 OF 24 55A -167 BANK AFP SERVICE SERVICE UNIT SERVICE BALANCE FEE BASED PRODUCT LINE AND DESCRIPTION CODE CODE PRICE ($) VOLUME CHARGE ($) EQUIVALENT ($) CHARGES ($) REPETITIVE INSTRUCTION STORAGE 05882 350551 0.0000 8 0.00 0 0.00 SUBTOTAL 217,50 378,036 AUTOMATED CLEARING HOUSE ELOCKBOX MAINTENANCE 05489 050030 50.0000 1 50.00 86,905 0.00 ELOCKBOX TRANSACTION RECEIVED TA90 050300 0.1000 3,131 313.10 544,198 0.00 ELOCKBOX TRANSACTION REFORMAT TA91 050311 0.0500 3,131 15655 272,099 0.00 TRANS REVIEW MAINTENANCE 02237 250000 12.0000 2 2400 41,714 0.00 ACH MAINTENANCE 02695 250000 10.0000 1 10.00 17,381 0.00 JPM ACCESS ACH MAINTENANCE 02746 250000 10.0000 5 50.00 86,905 0.00 DEBITORIGINATED- JPMACCESS 02744 250100 0.0400 16 0.64 1,112 0.00 CREDIT ORIGINATED- JPMACCESS 02742 250101 0.0400 4,553 182.12 316,542 0.00 ADDENDA RECORD ORIGINATED 02796 250120 0.0300 28 0.84 1,460 0.00 DEBIT RECEIVED 02717 250200 0.0400 347 1388 24,125 0.00 CREDIT RECEIVED 02716 250201 0.0400 471 1884 32,746 0.00 RETURN ITEM 02720 250302 4.0000 5 2000 . 34,762 0.00 RETURN NOTIFICATION - ONLINE 02729 250400 1.0000 5 5.00 8,690 0.00 NOTIFOFCHANGE- ONLINE 02730 250400 0.0000 2 0.00 0 0.00 DEBIT BLOCK MAINTENANCE 02860 251050 3.0000 2 6.00 10,429 0.00 ACH ADA AUTHORIZED ID 02861 251051 0.2000 20 4.00 6,952 0.00 NOTIFICATION OF CHANGE 02722 251070 4.0000 2 8.00 13,905 0.00 ELOCKBOX FILE PROCESSING 02732 259925 10.0000 21 210.00 365,000 0.00 SUBTOTAL 1,072.97 1,864,924 JPMORGAN ACCESS CLIENT MAINTENANCE 06040 409999 40.0000 1 40.00 69,524 0.00 ACCOUNT MAINTENANCE 06041 409999 350000 4 140.00 243,333 0.00 TRANS REPORTED -45 DAY 06043 409999 0.0500 2,896 14480 251,676 0.00 EXTENDED TRANSACTION DETAIL 06053 409999 0.0000 8,641 0.00 0 0.00 SUBTOTAL 32480 564,533 PREMIUM ASSESSMENT FEE PREMIUM ASSESSMENT FEE 00035 000230 130000 18,933,414 2,02301 3,516,184 0.00 SUBTOTAL 2023,01 3,516,184 TOTAL CHARGE FOR SERVICES 000300 5,96379 0 TOTAL FEE BASED CHARGES 000330 0.00 0 BAL COMPENSABLE SRVC CHARGES 000331 - 5,963.79 0 BAL EQUIVLNT -TOT SERVICE CHRGS 000400 0.00 10,365,635 PAGE 6 OF 24 55A -167 CITY OF SANTA ANA ACCOUNT ANALYSIS STATEMENT FOR SEPTEMBER 2015 SUMMARY OF ACCOUNTS RELATIONSHIP BALANCE COMPENSATION HISTORY 07824 LCC 703 034 27915 - NN GROUPACCOUNT'. 703 000000000935309500 PRODUCTION DATE'. 10- 062015 SETTLEMENT DATE'. 12 -31 -2015 PAGE 7 OF 24 55A -168 BALANCE EXCESSI BALANCE EXCESSI AVERAGE NET AVERAGE NET EQUIVALENT (DEFICIT) EARNINGS COMPENSABLE (DEFICIT) LEDGER COLLECTED INVESTABLE TOTAL SERVICE INVESTABLE ALLOWANCE EARNINGS SERVICE EARNINGS BALANCE BALANCE BALANCE CHARGES BALANCE RATE ALLOWANCE CHARGES ALLOWANCE MONTH (A (A (A (A (A ( %) (A (A (A JAN 19,501,957 18,980,884 18,980,884 - 26,662,679 45,643,563 11,285 - 15,852 27,136 FED 11,449,936 16,830,097 16,830,097 10,108,525 6,721,572 9,038 5,428 3,609 MAR 18,516,596 17,828,311 17,828,311 10,256,399 7,571,979 10,599 6,098 4,502 APR 18,003,660 11,513,641 11,513,641 10,121,067 7,392,114 10,076 5,823 4,253 MAY 17,675,279 17,135,315 17,135,315 9,386,942 7,748,373 10,187 5,581 4,607 JUN 16,320,197 15,607,750 15,607,750 9,807,132 5,800,617 8,980 5,642 3,337 JUL 16,987,075 16,500,247 16,500,247 9,145,049 7,355,198 9,810 5,437 4,373 AUG 20,614,641 20,169,635 20,169,635 10,070,484 10,099,151 11,991 5,987 6,004 SEP 18,933,415 18,353,055 18,353,055 10,365,635 7,987,421 10,559 5,964 4,595 JAN -SEP 18,222,529 17,657,689 17,657,689 G&U,264 AVERAGE JAN -SEP 106,320,648 92,525 30,108 62,417 NET PAGE 7 OF 24 55A -168 This Page Intentionally Left Blank PAGE 8 OF 24 55A -169 PAGE 6 OF 6 07824 Lcc 788 884 27915 - NN 07824 LCC 703 034 27915 - NN OTHER CONTACT'. EDGARDO AUSTRIA (213) 621 -8680 BALANCE AND COMPENSATION ANALYSIS EARNINGS ALLOWANCE RATE'. 0.700% MULTIPLIER'. $1,73809000 AFP CODE ACCOUNT ANALYSIS STATEMENT PAGE OF COMPENSATION INFORMATION 000000 FOR SEPTEMBER 2015 318,561 0.00 000030 LESS AVERAGE FLOAT BALANCE GROUPACCOUNT'. 703 000000000935309500 J.P.MoIg6LT1 AVERAGE NET COLLECTED BALANCE PRODUCTION DATE'. 10 062015 000011 AVG POSITIVE COLLECTED BALANCE SETTLEMENT DATE'. 12 -31 -2015 CITY OF SANTA ANA LESS DDA DAL RESRVE REOUIRMENT 0 0.00 COMMISSARY ACCOUNT DETAIL OF ACCOUNT 703000000000453817962 OFFICER CONTACT'. 0.00 20 CIVIC CENTER PLZ DAL EOUIVLNT -TOT SERVICE CHRGS KERWIN DEESE 0.00 SANTA ANA CA 92 701 4058 EXCESS/(DEFICIT) INVESTBLE DAL (949) 8334061 0.00 OTHER CONTACT'. EDGARDO AUSTRIA (213) 621 -8680 BALANCE AND COMPENSATION ANALYSIS EARNINGS ALLOWANCE RATE'. 0.700% MULTIPLIER'. $1,73809000 AFP CODE DESCRIPTION BALANCE INFORMATION COMPENSATION INFORMATION 000000 AVERAGE NET LEDGER BALANCE 318,561 0.00 000030 LESS AVERAGE FLOAT BALANCE 370 0.00 000010 AVERAGE NET COLLECTED BALANCE 318,191 0.00 000011 AVG POSITIVE COLLECTED BALANCE 318,191 0.00 000420 LESS DDA DAL RESRVE REOUIRMENT 0 0.00 000040 INVESTABLE BALANCE 318,191 0.00 000400 DAL EOUIVLNT -TOT SERVICE CHRGS - 244,393 0.00 000410 EXCESS/(DEFICIT) INVESTBLE DAL 73,798 0.00 000240 EARNINGS ALLOWANCE 0 18306 000331 DAL COMPENSABLE SRVC CHARGES 0 - 140.61 000241 EXCESS/(DEFICIT) EARNING ALLOW 0 4245 000245 EXCESS CREDIT BROUGHT FORWARD 0 22542 000301 CHARGES BROUGHT FORWARD 0 1122 000244 TOTAL NET SERVICE CREDIT 0 25665 000311 CHARGES TAKEN FORWARD 0 -11.22 000246 EXCESS CREDIT TAKEN FORWARD 0 267,87 000314 SERVICE CHARGE AMOUNT 0 0.00 PAGE 9 OF 24 55A -170 CITY OF SANTA ANA ACCOUNT ANALYSIS STATEMENT FOR SEPTEMBER 2015 DETAIL OF ACCOUNT 703 000000000453817962 ACTIVITY SUMMARY 07824 LCC 703 034 27915 - NN PAGE 2 OF 4 GROUPACCOUNT'. 703 000000000935309500 PRODUCTION DATE'. 10- 062015 SETTLEMENT DATE'. 12 -31 -2015 PAGE 10 OF 24 55A -171 BANK AFP SERVICE SERVICE UNIT SERVICE BALANCE FEE BASED PRODUCT LINE AND DESCRIPTION CODE CODE PRICE ($) VOLUME CHARGE ($) EQUIVALENT ($) CHARGES ($) ACCOUNT SERVICES ACCOUNT MAINTENANCE 01005 010000 3.5000 1 3.50 6,083 0.00 DEBIT - POSTED ELECTRONIC 07635 010100 0.2000 1 0.20 348 0.00 CREDIT POSTED- ELECTRONIC 07634 010101 0.2000 32 640 11,124 0.00 STATEMENT CYCLES 01010 010307 0.0000 1 0.00 0 0.00 SUBTOTAL 10.10 17,555 VAULT SERVICES VAULT DEPOSIT 01310 100100 0.5500 23 12.65 21,987 0.00 VAULT DER NON STD STRAP- NOTE 01486 100114 0.0016 118 0.19 330 0.00 SUBTOTAL 12.84 22,317 DEPOSITORY SERVICES CREDITS POSTED 01305 010101 0.2000 23 4.60 7,995 0.00 CHECK DEPOSITED -ONUS 00501 100220 0.0400 3 0.12 209 0.00 CHECK DEPOSITED TRANSIT 00513 100224 0.0600 48 2.88 5,006 0.00 SUBTOTAL 7.60 13,210 DISBURSEMENT SERVICES CHECK /DEBIT POSTED 02285 010100 0.0300 100 3.00 5,214 0.00 CHECK CASHING NON ACCT HOLDER 01321 150501 0.0000 8 0.00 0 0.00 STOP PAYMENT AUTOMATIC RENEWAL 02338 150510 2.0000 1 2.00 3,476 0.00 PWS EXCEPTION NOTE ACCT 06625 150721 0.0000 1 0.00 0 0.00 IMAGE STORAGE PER ITEM 03495 151300 0.0200 123 2.46 4,276 0.00 PWS CHECK INQUIRY MAINTENANCE 06618 151710 0.0000 1 0.00 0 0.00 DATA DOWNLOAD 06641 200201 0.0000 1 0.00 0 0.00 PWS FLOGS REPORT /STMT SAINT 06620 200306 0.0000 1 0.00 0 0.00 SUBTOTAL 746 12,966 RECONCILIATION SERVICES POSITIVE PAY MAINTENANCE 03262 150030 0.0000 1 0.00 0 0.00 EXCEPTION ITEM 03263 150300 2.0000 4 8.00 13,905 0.00 IMAGE CAPTURE PER ITEM 03386 151351 0.0500 123 6.15 10,689 0.00 FULL RECONCILEMENT SAINT 03207 200010 20.0000 1 2000 . 34,762 0.00 FULL RECONCILEMENT PER ITEM 03205 200110 0.0300 100 3.00 5,214 0.00 DATA ENTRY - MANUAL 03294 200210 2.0000 4 8.00 13,905 0.00 OUTPUT FILE 03291 200301 0.0000 22 0.00 0 0.00 PAGE 10 OF 24 55A -171 CITY OF SANTA ANA ACCOUNT ANALYSIS STATEMENT FOR SEPTEMBER 2015 DETAIL OF ACCOUNT 703 000000000453817962 ACTIVITY SUMMARY 07824 LCC 703 034 27915 - NN PAGE 3 OF 4 GROUPACCOUNT'. 703 000000000935309500 PRODUCTION DATE'. 10- 062015 SETTLEMENT DATE'. 12 -31 -2015 PAGE 11 OF 24 55A -172 BANK AFP SERVICE SERVICE UNIT SERVICE BALANCE FEE BASED PRODUCT LINE AND DESCRIPTION CODE CODE PRICE ($) VOLUME CHARGE ($) EQUIVALENT ($) CHARGES ($) SUBTOTAL 45.15 78,475 AUTOMATED CLEARING HOUSE TRANS REVIEW MAINTENANCE 02237 250000 12.0000 1 1200 . 20,857 0.00 JPM ACCESS ACH MAINTENANCE 02746 250000 10.0000 1 10.00 17,381 0.00 DEBIT ORIGINATED - JPM ACCESS 02744 250100 0.0400 1 0.04 70 0.00 CREDIT ORIGINATED - JPM ACCESS 02742 250101 0.0400 1 0.04 70 0.00 ADDENDA RECORD ORIGINATED 02796 250120 0.0300 1 0.03 52 0.00 DEBIT RECEIVED 02717 250200 0.0400 1 0.04 70 0.00 CREDIT RECEIVED 02716 250201 0.0400 32 1.28 2,225 0.00 SUBTOTAL 2343 40,724 PREMIUM ASSESSMENT FEE PREMIUM ASSESSMENT FEE 00035 000230 130000 318,561 3403 59,147 0.00 SUBTOTAL 3403 59,147 TOTAL CHARGE FOR SERVICES 000300 140.61 0 TOTAL FEE BASED CHARGES 000330 0.00 0 BAL COMPENSABLE SRVC CHARGES 000331 - 140.61 0 BAL EOUIVLNT -TOT SERVICE CHRGS 000400 0.00 244,393 PAGE 11 OF 24 55A -172 This Page Intentionally Left Blank PAGE 12 OF 24 55A -173 PAGE 4 OF 4 07824 Lcc 788 884 27915 - NN ACCOUNT ANALYSIS STATEMENT FOR SEPTEMBER 2015 CITY OF SANTA ANA FLEX BENEFIT SPENDING ACCOUNT DETAIL OF ACCOUNT 703 000000000651962875 FLEX BENEFIT SPENDING ACCOUNT 20 CIVIC CENTER PLZ SANTA ANA CA 92 701 4058 BALANCE AND COMPENSATION ANALYSIS EARNINGS ALLOWANCE RATE'. 0.700% MULTIPLIER'. $1,73809000 07824 LCC 703 YR 27915 - NN PAGE 1 OF 2 GROUPACCOUNT'. 703 000000000935309500 PRODUCTION DATE'. 10- 062015 SETTLEMENT DATE'. 12 -31 -2015 OFFICER CONTACT'. KERWIN DEESE (949) 8334061 OTHER CONTACT'. EDGARDO AUSTRIA (213) 621 -8680 AFP CODE DESCRIPTION BALANCE INFORMATION COMPENSATION INFORMATION 000000 AVERAGE NET LEDGER BALANCE 269,462 0.00 000030 LESS AVERAGE FLOAT BALANCE 0 0.00 000010 AVERAGE NET COLLECTED BALANCE 269,462 0.00 000011 AVG POSITIVE COLLECTED BALANCE 269,462 0.00 000420 LESS DDA DAL RESRVE REOUIRMENT 0 0.00 000040 INVESTABLE BALANCE 269,462 0.00 000400 DAL EOUIVLNT -TOT SERVICE CHRGS - 73,643 0.00 000410 EXCESS/(DEFICIT) INVESTBLE DAL 195,818 0.00 000240 EARNINGS ALLOWANCE 0 15503 000331 DAL COMPENSABLE SRVC CHARGES 0 -42.37 000241 EXCESS/(DEFICIT) EARNING ALLOW 0 112.66 000245 EXCESS CREDIT BROUGHT FORWARD 0 73828 000244 TOTAL NET SERVICE CREDIT 0 850.94 000246 EXCESS CREDIT TAKEN FORWARD 0 850.94 000314 SERVICE CHARGE AMOUNT 0 0.00 PAGE 13 OF 24 55A -174 CITY OF SANTA ANA ACCOUNT ANALYSIS STATEMENT FOR SEPTEMBER 2015 DETAIL OF ACCOUNT 703 000000000651962875 ACTIVITY SUMMARY 07824 LCC 703 034 27915 - NN IVde1i`PIi9 GROUPACCOUNT'. 703 000000000935309500 PRODUCTION DATE'. 10- 062015 SETTLEMENT DATE'. 12 -31 -2015 PAGE 14 OF 24 55A -175 BANK AFP SERVICE SERVICE UNIT SERVICE BALANCE FEE BASED PRODUCT LINE AND DESCRIPTION CODE CODE PRICE ($) VOLUME CHARGE ($) EQUIVALENT ($) CHARGES ($) ACCOUNT SERVICES ACCOUNT MAINTENANCE 01005 010000 3.5000 1 3.50 6,083 0.00 DEBIT - POSTED ELECTRONIC 07635 010100 0.2000 24 4.80 8,343 0.00 CREDIT POSTED- ELECTRONIC 07634 010101 0.2000 3 0.60 1,043 0.00 STATEMENT CYCLES 01010 010307 0.0000 1 0.00 0 0.00 SUBTOTAL 8.90 15,469 AUTOMATED CLEARING HOUSE DEBIT RECEIVED 02717 250200 0.0400 24 0.96 1,669 0.00 CREDIT RECEIVED 02716 250201 0.0400 3 0.12 209 0.00 DEBIT BLOCK MAINTENANCE 02860 251050 3.0000 1 3.00 5,214 0.00 ACH ADA AUTHORIZED ID 02861 251051 0.2000 3 0.60 1,043 0.00 SUBTOTAL 4.68 8,134 PREMIUM ASSESSMENT FEE PREMIUM ASSESSMENT FEE 00035 000230 130000 269,461 2879 50,040 0.00 SUBTOTAL 2879 50,040 TOTAL CHARGE FOR SERVICES 000300 42.37 0 TOTAL FEE BASED CHARGES 000330 0.00 0 BAL COMPENSABLE SRVC CHARGES 000331 -42.37 0 BAL EOUIVLNT -TOT SERVICE CHRGS 000400 0.00 73,643 PAGE 14 OF 24 55A -175 07824 LCC 703 034 27915 - NN OTHER CONTACT'. EDGARDO AUSTRIA (213) 621 -8680 BALANCE AND COMPENSATION ANALYSIS EARNINGS ALLOWANCE RATE'. 0.700% MULTIPLIER'. $1,73809000 AFP CODE ACCOUNT ANALYSIS STATEMENT PAGE 1 OF 2 COMPENSATION INFORMATION 000000 FOR SEPTEMBER 2015 0 0.00 000030 LESS AVERAGE FLOAT BALANCE GROUPACCOUNT'. 703 000000000935309500 J.P.Morgan AVERAGE NET COLLECTED BALANCE PRODUCTION DATE'. 10 062015 000011 AVG POSITIVE COLLECTED BALANCE SETTLEMENT DATE'. 12 -31 -2015 CITY OF SANTA ANA LESS DDA DAL RESRVE REOUIRMENT 0 0.00 HOUSINGACCOUNT DETAIL OF ACCOUNT 703000000000935309427 OFFICER CONTACT'. 0.00 20 CIVIC CENTER PLZ DAL EOUIVLNT -TOT SERVICE CHRGS KERWIN DEESE 0.00 SANTA ANA CA 92 701 4058 EXCESS/(DEFICIT) INVESTBLE DAL (949) 8334061 0.00 OTHER CONTACT'. EDGARDO AUSTRIA (213) 621 -8680 BALANCE AND COMPENSATION ANALYSIS EARNINGS ALLOWANCE RATE'. 0.700% MULTIPLIER'. $1,73809000 AFP CODE DESCRIPTION BALANCE INFORMATION COMPENSATION INFORMATION 000000 AVERAGE NET LEDGER BALANCE 0 0.00 000030 LESS AVERAGE FLOAT BALANCE 0 0.00 000010 AVERAGE NET COLLECTED BALANCE 0 0.00 000011 AVG POSITIVE COLLECTED BALANCE 0 0.00 000420 LESS DDA DAL RESRVE REOUIRMENT 0 0.00 000040 INVESTABLE BALANCE 0 0.00 000400 DAL EOUIVLNT -TOT SERVICE CHRGS - 32,989 0.00 000410 EXCESS/(DEFICIT) INVESTBLE DAL - 32,989 0.00 000240 EARNINGS ALLOWANCE 0 0.00 000331 DAL COMPENSABLE SRVC CHARGES 0 -18.98 000241 EXCESS/(DEFICIT) EARNING ALLOW 0 -18.98 000301 CHARGES BROUGHT FORWARD 0 93,04 000244 TOTAL SERVCE CHARGES 0 - 112.02 000311 CHARGES TAKEN FORWARD 0 - 112.02 000314 SERVICE CHARGE AMOUNT 0 0.00 PAGE 15 OF 24 55A -176 CITY OF SANTA ANA ACCOUNT ANALYSIS STATEMENT FOR SEPTEMBER 2015 DETAIL OF ACCOUNT 703 000000000935309427 ACTIVITY SUMMARY 07824 LCC 703 034 27915 - NN IVdeli`PIi9 GROUPACCOUNT'. 703 000000000935309500 PRODUCTION DATE'. 10- 062015 SETTLEMENT DATE'. 12 -31 -2015 PAGE 16 OF 24 55A -177 BANK AFP SERVICE SERVICE UNIT SERVICE BALANCE FEE BASED PRODUCT LINE AND DESCRIPTION CODE CODE PRICE ($) VOLUME CHARGE ($) EQUIVALENT ($) CHARGES ($) ACCOUNT SERVICES ACCOUNT MAINTENANCE 01005 010000 3.5000 1 3.50 6,083 0.00 CASH CONCENTRATION SAINT SUB 07857 010021 2.0000 1 2.00 3,476 0.00 CREDIT POSTED- ELECTRONIC 07634 010101 0.2000 2 0.40 695 0.00 STATEMENT CYCLES ENHANCED 01015 010307 0.0000 1 0.00 0 0.00 POST NO CHECKS MAINTENANCE 03499 1500= 3.0000 1 3.00 5,214 0.00 SUBTOTAL 8.90 15,469 RECONCILIATION SERVICES CD ROM 03384 151353 10.0000 1 10.00 17,381 0.00 CD ROM MAINTENANCE 03385 151353 0.0000 1 0.00 0 0.00 SUBTOTAL 10.00 17,381 AUTOMATED CLEARING HOUSE CREDIT RECEIVED 02716 250201 0.0400 2 0.08 139 0.00 SUBTOTAL 0.08 139 TOTAL CHARGE FOR SERVICES 000300 18,98 0 TOTAL FEE BASED CHARGES 000330 0.00 0 BAL COMPENSABLE SRVC CHARGES 000331 -18.98 0 BAL EOUIVLNT -TOT SERVICE CHRGS 000400 0.00 32,989 PAGE 16 OF 24 55A -177 20 CIVIC CENTER PLZ M -13 SANTA ANA CA 92 701 4058 BALANCE AND COMPENSATION ANALYSIS EARNINGS ALLOWANCE RATE'. 0.700% MULTIPLIER'. $1,73809000 07824 LCC 703 YR 27915 - NN PAGE 1 OF 6 GROUPACCOUNT'. 703 000000000935309500 PRODUCTION DATE'. 10- 062015 SETTLEMENT DATE'. 12 -31 -2015 OFFICER CONTACT'. KERWIN DEESE (949) 8334061 OTHER CONTACT'. EDGARDO AUSTRIA (213) 621 -8680 AFP CODE ACCOUNT ANALYSIS STATEMENT BALANCE INFORMATION FOR SEPTEMBER 2015 JP.14organ AVERAGE NET LEDGER BALANCE CITY OF SANTA ANA 0.00 GENERAL ACCOUNT AND/OR CRA OF SANTA ANA DETAIL OF ACCOUNT 703000000000935309500 20 CIVIC CENTER PLZ M -13 SANTA ANA CA 92 701 4058 BALANCE AND COMPENSATION ANALYSIS EARNINGS ALLOWANCE RATE'. 0.700% MULTIPLIER'. $1,73809000 07824 LCC 703 YR 27915 - NN PAGE 1 OF 6 GROUPACCOUNT'. 703 000000000935309500 PRODUCTION DATE'. 10- 062015 SETTLEMENT DATE'. 12 -31 -2015 OFFICER CONTACT'. KERWIN DEESE (949) 8334061 OTHER CONTACT'. EDGARDO AUSTRIA (213) 621 -8680 AFP CODE DESCRIPTION BALANCE INFORMATION COMPENSATION INFORMATION 000000 AVERAGE NET LEDGER BALANCE 18,345,392 0.00 000030 LESS AVERAGE FLOAT BALANCE 579,990 0.00 000010 AVERAGE NET COLLECTED BALANCE 17,765,402 0.00 000011 AVG POSITIVE COLLECTED BALANCE 17,765,402 0.00 000420 LESS DDA DAL RESRVE REOUIRMENT 0 0.00 000040 INVESTABLE BALANCE 17,765,402 0.00 000400 DAL EOUIVLNT -TOT SERVICE CHRGS - 10,014,609 0.00 000410 EXCESS/(DEFICIT) INVESTBLE DAL 7,750,793 0.00 000240 EARNINGS ALLOWANCE 0 10,221.19 000331 DAL COMPENSABLE SRVC CHARGES 0 - 5,761.83 000241 EXCESS/(DEFICIT) EARNING ALLOW 0 4,459.36 000245 EXCESS CREDIT BROUGHT FORWARD 0 57,200.29 000244 TOTAL NET SERVICE CREDIT 0 61,659.65 000246 EXCESS CREDIT TAKEN FORWARD 0 61,659.65 000314 SERVICE CHARGE AMOUNT 0 0.00 PAGE 17 OF 24 55A -178 CITY OF SANTA ANA ACCOUNT ANALYSIS STATEMENT FOR SEPTEMBER 2015 DETAIL OF ACCOUNT 703 000000000935309500 ACTIVITY SUMMARY 07824 LCC 703 034 27915 - NN IVdeli`PI =6 GROUPACCOUNT'. 703 000000000935309500 PRODUCTION DATE'. 10- 062015 SETTLEMENT DATE'. 12 -31 -2015 PAGE 18 OF 24 55A -179 BANK AFP SERVICE SERVICE UNIT SERVICE BALANCE FEE BASED PRODUCT LINE AND DESCRIPTION CODE CODE PRICE ($) VOLUME CHARGE ($) EQUIVALENT ($) CHARGES ($) ACCOUNT SERVICES ACCOUNT MAINTENANCE 01005 010000 3.5000 1 3.50 6,083 0.00 CASH CONCENTRATION MAINTMASTER 07856 010020 2.0000 1 2.00 3,476 0.00 DEBIT - POSTED ELECTRONIC 07635 010100 0.2000 389 7780 135,224 0.00 CREDIT POSTED- ELECTRONIC 07634 010101 0.2000 449 89.80 156,081 0.00 STATEMENT CYCLES ENHANCED 01015 010307 0.0000 1 0.00 0 0.00 SUBTOTAL 173.10 300,864 BANKING CENTER SERVICES BRANCH CREDITS POSTED 01306 100000 0.7500 41 30.75 53,446 0.00 BRANCH ORDER CURRENCY STRAP 01319 10004A 0.2500 9 2.25 3,911 0.00 BRANCH ORDER PROCESSED 01333 100040 2.0000 3 6.00 10,429 0.00 SUBTOTAL 39.00 67,786 VAULT SERVICES VAULT DEPOSIT 01310 100100 0.5500 132 72.60 126,186 0.00 VAULT HER PARTIAL OR MIXED BAG 01506 100111 1.0000 291 291,00 505,786 0.00 VAULT HER NON STD STRAP- NOTE 01486 100114 0.0016 15,203 24,32 42,270 0.00 VAULT DEPOSIT STD STRAP NOTE 01482 100115 0.0060 7,400 4440 77,171 0.00 VAULT ORDER CURRENCY STD STRAP 01497 10014A 0.2500 15 3.75 6,518 0.00 VAULT STANDARD ORDERS 01495 100141 2.0000 3 6.00 10,429 0.00 VAULT ORDER - COIN ROLL BOX 01477 100146 0.0800 100 8.00 13,905 0.00 VAULT ORDER CURB NON STD STRAP 01499 100148 0.0250 110 2.75 4,780 0.00 VAULT DEPOSIT ADJUSTMENT 01617 100501 5.0000 1 5.00 8,690 0.00 SUBTOTAL 457,82 795,735 DEPOSITORY SERVICES CREDITS POSTED 01305 010101 0.2000 126 2520 43,800 0.00 ICIF DEPOSIT EARLY 00759 100200 0.3000 19 5.70 9,907 0.00 CHECK DEPOSITED -ONUS 00501 100220 0.0400 215 8.60 14,948 0.00 CHECK DEPOSITED TRANSIT 00513 100224 0.0600 1,291 7746 134,633 0.00 RETURN ITEM 01435 100400 4.0000 46 18400 319,810 0.00 RETURN DETAIL REPORTING 01448 100411 0.3000 46 1380 23,986 0.00 RETURN - EMAIL NOTIFICATION 01452 100419 1.0000 46 4600 79,952 0.00 IMAGE GROUP ONE 00519 999999 0.0300 934 28,02 48,701 0.00 ON US STANDARD 00520 999999 0.0300 4 0.12 209 0.00 FILETRANSMISSIONREC. -VPN 00524 999999 0.0000 125 150.00 260,714 0.00 IMAGE GROUP TWO 00526 999999 0.0300 276 8.28 14,391 0.00 PAGE 18 OF 24 55A -179 CITY OF SANTA ANA ACCOUNT ANALYSIS STATEMENT FOR SEPTEMBER 2015 DETAIL OF ACCOUNT 703 000000000935309500 ACTIVITY SUMMARY 07824 LCC 703 034 27915 - NN IVdel=Nl =6 GROUPACCOUNT'. 703 000000000935309500 PRODUCTION DATE'. 10- 062015 SETTLEMENT DATE'. 12 -31 -2015 PAGE 19 OF 24 55A -180 BANK AFP SERVICE SERVICE UNIT SERVICE BALANCE FEE BASED PRODUCT LINE AND DESCRIPTION CODE CODE PRICE ($) VOLUME CHARGE ($) EQUIVALENT ($) CHARGES ($) IMAGEGROUPTWO -TIER2 00528 999999 0.0300 117 3.51 6,101 0.00 ON US PREMIUM 00746 999999 0.0500 245 1225 21,292 0.00 IMAGE QUALITY SUSPECT ITEMS 00757 999999 0.2500 20 5.00 8,690 0.00 NON CONFORMING IMAGE ITEMS 00758 999999 2.0000 143 28600 497,095 0.00 SUBTOTAL 85394 1,484,229 DEPOSITORY SERVICES / 71464754 42 ICIF DEPOSIT STANDARD 00756 100200 0.3000 12 3.60 6,257 0.00 ICIF DEPOSIT EARLY 00759 100200 0.3000 94 2820 49,014 0.00 IMAGE GROUP ONE 00519 999999 0.0300 5,691 170.73 296,745 0.00 ON US STANDARD 00520 999999 0.0300 40 1.20 2086 , 0.00 IRD PERIOD ONE 00521 999999 0.5000 1 0.50 869 0.00 IMAGE GROUP TWO 00526 999999 0.0300 1,699 50.97 88,591 0.00 IMAGEGROUPTWO -TIER2 00528 999999 0.0300 752 22.56 39,211 0.00 ON US PREMIUM 00746 999999 0.0500 1,478 7390 128,445 0.00 IMAGE GROUP ONE PERIOD TWO 00751 999999 0.0300 1,843 5529 96,099 0.00 SUBTOTAL 40695 707,318 DISBURSEMENT SERVICES CHECK /DEBIT POSTED 02285 010100 0.0300 1,512 4536 78,840 0.00 STOPPAYMENT- ELECTRONIC 06639 150410 2.0000 7 1400 24,333 0.00 STOP PAYMENT AUTOMATIC RENEWAL 02338 150510 2.0000 19 3800 66,048 0.00 PWS EXCEPTION NOTE ACCT 06625 150721 0.0000 1 0.00 0 0.00 IMAGE STORAGE PER ITEM 03495 151300 0.0200 1,729 3458 60,103 0.00 PWS CHECK INQUIRY MAINTENANCE 06618 151710 0.0000 1 0.00 0 0.00 DATA DOWNLOAD 06641 200201 0.0000 2 0.00 0 0.00 PWS FLOGS REPORT /STMT SAINT 06620 200306 0.0000 1 0.00 0 0.00 SUBTOTAL 13194 229,324 RECONCILIATION SERVICES POSITIVE PAY MAINTENANCE 03262 150030 0.0000 1 0.00 0 0.00 IMAGE CAPTURE PER ITEM 03386 151351 0.0500 1,729 8645 150,258 0.00 FULL RECONCILEMENT SAINT 03207 200010 20.0000 1 2000 . 34,762 0.00 FULL RECONCILEMENT PER ITEM 03205 200110 0.0300 1,512 4536 78,840 0.00 SUBTOTAL 15181 263,860 FUNDS TRANSFER SERVICES ELECTRONIC FED DEBIT S/T 05824 350104 6.5000 17 110.50 192,060 0.00 PAGE 19 OF 24 55A -180 CITY OF SANTA ANA ACCOUNT ANALYSIS STATEMENT FOR SEPTEMBER 2015 DETAIL OF ACCOUNT 703 000000000935309500 ACTIVITY SUMMARY 07824 LCC 703 034 27915 - NN IVdelaBl =6 GROUPACCOUNT'. 703 000000000935309500 PRODUCTION DATE'. 10- 062015 SETTLEMENT DATE'. 12 -31 -2015 PAGE 20 OF 24 55A -181 BANK AFP SERVICE SERVICE UNIT SERVICE BALANCE FEE BASED PRODUCT LINE AND DESCRIPTION CODE CODE PRICE ($) VOLUME CHARGE ($) EQUIVALENT ($) CHARGES ($) ELECTRONIC BOOK DEBIT S/T 05822 350124 2.0000 1 2.00 3,476 0.00 FED CREDIT S/T 05887 350300 7.0000 15 10500 182,500 0.00 REPETITIVE INSTRUCTION STORAGE 05882 350551 0.0000 8 0.00 0 0.00 SUBTOTAL 217,50 378,036 AUTOMATED CLEARING HOUSE ELOCKBOX MAINTENANCE 05489 050030 50.0000 1 50.00 86,905 0.00 ELOCKBOX TRANSACTION RECEIVED TA90 050300 0.1000 3,131 313.10 544,198 0.00 ELOCKBOX TRANSACTION REFORMAT TA91 050311 0.0500 3,131 15655 272,099 0.00 TRANS REVIEW MAINTENANCE 02237 250000 12.0000 1 1200 . 20,857 0.00 ACH MAINTENANCE 02695 250000 10.0000 1 10.00 17,381 0.00 JPM ACCESS ACH MAINTENANCE 02746 250000 10.0000 4 40.00 69,524 0.00 DEBITORIGINATED- JPMACCESS 02744 250100 0.0400 15 0.60 1,043 0.00 CREDIT ORIGINATED- JPMACCESS 02742 250101 0.0400 4,552 182.08 316,472 0.00 ADDENDA RECORD ORIGINATED 02796 250120 0.0300 27 0.81 1,408 0.00 DEBIT RECEIVED 02717 250200 0.0400 322 12.88 22,387 0.00 CREDIT RECEIVED 02716 250201 0.0400 434 1736 30,173 0.00 RETURN ITEM 02720 250302 4.0000 5 2000 . 34,762 0.00 RETURN NOTIFICATION - ONLINE 02729 250400 1.0000 5 5.00 8,690 0.00 NOTIFOFCHANGE- ONLINE 02730 250400 0.0000 2 0.00 0 0.00 DEBIT BLOCK MAINTENANCE 02860 251050 3.0000 1 3.00 5,214 0.00 ACH ADA AUTHORIZED ID 02861 251051 0.2000 17 340 5,910 0.00 NOTIFICATION OF CHANGE 02722 251070 4.0000 2 8.00 13,905 0.00 ELOCKBOX FILE PROCESSING 02732 259925 10.0000 21 210.00 365,000 0.00 SUBTOTAL 1,044 78 1,815,927 JPMORGAN ACCESS CLIENT MAINTENANCE 06040 409999 40.0000 1 40.00 69,524 0.00 ACCOUNT MAINTENANCE 06041 409999 350000 4 140.00 243,333 0.00 TRANS REPORTED -45 DAY 06043 409999 0.0500 2,896 14480 251,676 0.00 EXTENDED TRANSACTION DETAIL 06053 409999 0.0000 8,641 0.00 0 0.00 SUBTOTAL 32480 564,533 PREMIUM ASSESSMENT FEE PREMIUM ASSESSMENT FEE 00035 000230 130000 18,345,392 1,960.19 3,406,997 0.00 SUBTOTAL 1,960.19 3,406,997 PAGE 20 OF 24 55A -181 07824 LCC 703 034 27915 - NN ACCOUNT ANALYSIS STATEMENT BANK FOR SEPTEMBER 2015 PAGE 5OF6 GROUPACCOUNT'. 703 000000000935309500 J.P.Morgan PRODUCTION DATE'. 10- 062015 DETAIL OF ACCOUNT 703 000000000935309500 SETTLEMENT DATE'. 12 -31 -2015 CITY OF SANTA ANA BALANCE FEE BASED ACTIVITY SUMMARY PAGE 21 OF 24 55A -182 BANK AFP SERVICE SERVICE UNIT SERVICE BALANCE FEE BASED PRODUCT LINE AND DESCRIPTION CODE CODE PRICE ($) VOLUME CHARGE ($) EQUIVALENT ($) CHARGES ($) TOTAL CHARGE FOR SERVICES 000300 5761,83 0 TOTAL FEE BASED CHARGES 000330 0.00 0 BAL COMPENSABLE SRVC CHARGES 000331 - 5,761.83 0 BAL EOUIVLNT -TOT SERVICE CHRGS 000400 0.00 10,014,609 PAGE 21 OF 24 55A -182 This Page Intentionally Left Blank PAGE 22 OF 24 55A -183 PAGE 6 OF 6 07824 Lcc 788 884 27915 - NN Terms Account Analysis Definitions and Formulas Definitions and Formulas 07824 LCC 703 084 27015 - NN ALP Code Codes developed by the Association for Financial Professionals to stsuma Mize the reporting of Account Analysis data, Average Float Balance Average Net Ledger Balance- Average Net Collected Balance, Average Negative Collected Balance Sum of the daily ending Negative Collected Balances tlivitletl by the number of days in the analysis period. Average Net Collected Balance Average Net Ledger Balance- Average Float Balance, Average Net Ledger Balance Sum of the daily ending Ledger Balances (positive and negative) tlivitletl by the number of days in the analysis period, Average Positive Collected Balance Sum of the daily Positive Collected Balances tlivitletl by the number of days in the analysis period. Balance Compensable Service Charge Total dollar amount of Service Charges that can be offset by the Earnings Allowance, Balance Equivalent Total Service Charges Balance that is required to offsetthe Balance Compensable Service Charges in the analysis period, (Balance Compensable Service Charges x Multiplier) Charges Brought Forward For accounts on a settlement cycle other than monthly, this represents the amount of service charges carried overfeed prior months to be accumulated within the analysis cycle. Charges Taken Forward For accounts on a settlement cycle other than monthly, this represents the amount of service charge accumulated thus far which will be carried over to the next month. DDA Balance Reserve Requirement That portion of the Demand Deposit Account Balances that must be set aside by the bank to meet reserve requirements. Earnings Allowance The value of balances maintained during the analysis period which can be used to offset Balance Compensable Service Charges. (Investable Balance x Earnings Allowance Rate x (Days in Month i Days in Year)) Earnings Allowance Rate The rate used to value your Average Investable Balance. Bank designates the rate based on prevailing market and competitive rate conditions. Excess Credit Brought Forward For accounts on a settlement cycle other than monthly, this represents the amount of excess earnings credit carried over from prior months to be accumulated within the analysis cycle. Excess Credit Taken Forward For accounts on a settlement cycle other than monthly, this represents the amount of excess earnings credit accumulated thus far which will be canned over to the next month. Excess /(Deficit) Earnings Allowance The difference between the Earnings Allowance and the Balance Compensable Service Charges. (Earnings Allowance - Balance Compensable Service Charges) Excess i (Deficit) Investable Balance The excess or deficit in balances remaining after the Balances Required to offset the current analysis period's Balance Compensable Service Charges have been deduced, (Investable Balance - Balance Equivalent of Total Service Charges) Investable Balance The balance on which the Earnings Allowance Rate is applied, (Average Positive Collected Balance - DDA Balance Reserve Requirement) Multiplier The balance required to offset $1.00 of Balance Compensable Service Charges atthe prevailing Earnings Allowance Rate. (($1 00 x Days in Year) i (Earnings Allowance Rate x Days in Month)) Service Charge Amount Net charge (total Service Charge after offset of Earnings Allowance) which will be debited from your account (or invoiced if applicable). Unit Price Price per unit of service. PAGE 23 OF 24 55A -184 This Page Intentionally Left Blank PAGE 24 OF 24 55A -185 07824 Lcc 788 884 27915 - NN 55A -186